OUR SAFE PLACE

After completing high school, Mike enrolled in a college about 60 miles from home, but the school was less than a mile from his grandmother's house. Everyone in the family thought it was a good idea if Mike stayed with his grandmother during the week, and went home on weekends, at least most weekends.

His grandmother was especially fond of this idea. Carol had been living alone for the last eleven years since her husband passed away, and looked forward to having someone to care for. Mike was her only grandson and they were especially close. During the summer for the last few years, Mike would stay with her, sometimes for a couple weeks at a time.

Carol was a fairly typical grandmother. She wasn't thin, but she wasn't fat. She was curvy and carried her extra weight well. Her chest was full and round and wore a DD bra. She was 66 years old, but you wouldn't know it by looking at her. She is a natural blonde and kept her hair that color, fairly short and nicely styled.

Mike was 5'~11" and 170 pounds with a narrow waist and broad shoulders. When working in the yard during the summers, Carol would watch him work. He would usually be wearing shorts and take his shirt off. Carol would think to herself that Mike was becoming quite a man and will have to beat the girls off with a stick.

Mike would always open the car door for her when they went somewhere together. It didn't matter if they just went to the store on a quick errand, he always opened and held her door. When they would to go out for dinner, they always dressed up. When he held her door he would get a glimpse of the tops of her stockings when she was getting in or out of the car. Every time he did, he felt a tingle in his pants. He felt that same tingle every time he looked down her blouse at her cleavage when she bent over. He always admired her ample ass and hips swaying when she walked away. Mike thought his grandmother was perhaps the sexiest woman he knows.

Some evenings after they go to bed, Mike would put on a pair of his grandmother's stockings and panties while he masturbated either thinking of her or looking at his porn magazines There was something about her underwear that would make his climax even more intense.

One Saturday morning when Mike was staying the weekend, Carol got up and headed toward the kitchen. When she rounded the corner, she saw Mike in the kitchen at the sink with his back to her. She was stunned and puzzled at what she saw.

He was naked except for a pair of sheer pantyhose with the legs cut off a little above the knees. Her eyes were immediately drawn to his tight nylon clad ass. She realized that Mike was still unaware of her presence and she stood there just looking at him.

A moment later, Mike put down the cup he was drinking from and turned around. Even though Carol knew she could clearly see through the sheer pantyhose and was about to see his cock, she was still shocked to see the size of Mike's cock pointing down toward one leg being held tight against his body. It wasn't the little boy penis she saw years ago. His cock wasn't completely hard, but Carol could plainly see he was very much aroused.

Mike, on the other hand, experienced a whole new level of shock and horror seeing his grandmother standing in the doorway. Both of Mike's hands were a blur to cover his crotch as fast as he could, turning slightly to the side while covering himself.

"Holy crap!! ... Sorry Grandma. You never get up this early." he blurted out.

"It's okay, sweetie. I know what they look like. So the obvious question here is what's up with the pantyhose?" she asked with a little smirk.

Still covering himself, Mike replied, "I'm heading out for a bike ride. I wear these under my shorts to avoid chaffing."

"Very smart. Good idea actually. You go ahead and I'll wait for you to get back and I'll make us some breakfast." she said wearing a broad smile.

"That's okay, grandma, don't wait. It will be a couple hours." he replied.

"Okay, sweetie. Have a good ride."

Carol smiled to herself as Mike tried to get past her without exposing his crotch. It had been a lot of years since she saw a man's penis and found herself thinking about Mike's most of the day and just how good he looked.

# # # # #

A few nights after the kitchen incident, Carol got up to get a drink of water. She noticed a light coming from under Mike's door. She thought he must have fallen asleep doing homework and left the light on. She quietly opened the door so she could reach in and flip the light switch.

What she saw shocked her. Carol stood at the doorway and watched Mike sitting at his desk with his chair turned toward the door wearing a pair of stockings and an open bottom girdle masturbating. He was leaning back with his eyes closed and legs spread wide and stretched out. Carol didn't move or make a sound, watching for several seconds.

She finally decided to make her presence known and lightly knocked on the door.

"Oh crap!!" Mike sat up and turned away from the door. "I'm really sorry Grandma!"

"Mike, it's okay. I really didn't mean to invade your privacy. I just thought you fell asleep with the light on and was only turning it off."

Mike, still sitting in the chair with his back to the door, said "I'm so sorry."

"Mike. It's okay. Really. I know everyone has a thing that flips their switch. It's okay... Honest."

Mike didn't move or make a sound.

Carol walked over beside Mike to sit on the edge of the bed. As she was about to sit down, she noticed two magazines on Mike's desk. They looked like porn magazines, but not the usual Playboy type. One was called "Shaved", and the other was titled "Over 50". Carol said "I'm sorry I interrupted you and we have to get past this."

Still covering his crotch, Mike turned his head and looked at Carol. She was wearing her nightie. It wasn't a sexy nightie, but it was sheer enough that Mike could clearly see Carol's areolas and nipples the size of pencil erasers making a tiny tent on the fabric.

Mike felt his cock beginning to get hard again looking at her tits. Carol saw Mike's eyes were fixed on her chest and also noticed his hands pressing tighter into his crotch. Then looking at the floor, he said "I'm sorry, Grandma."

In a reassuring voice, Carol said "No sweetie. You have nothing to be sorry about. I'm sorry I invaded your privacy." She continued "Look, sweetie. I'm not a prude, I'm not judging you. And I want you to know something." there was a long pause "This is important, so look at me and listen carefully." Mike raised his head and looked at his grandmother's face as she continued "THIS... right here... with me... THIS... is a safe place for you. I'll never betray your trust, I'm not going to judge you, I won't laugh at you, or belittle you."

Mike said "I'm sorry. I just feel so ashamed."

"Oh sweetie. I don't want you to feel like that. I'm completely supportive and okay with this." she replied.

"It just makes me feel like some kind of perv that someone found out. Especially you."

"I feel bad I interrupted and you didn't get to finish and would like to help." Carol said.

Mike looked at Carol and she saw the question mark in his expression.

"You can go ahead and finish what you were doing. I'm guessing you were thinking of naked women when I came in? Or... was it guys?"

"No. I'm not gay if that's what you're asking."

"It's okay sweetie. I couldn't be completely sure with what you're wearing." She could tell Mike was reluctant. "It's okay, sweetie. Honest. Most of the men that wear ladies things are completely heterosexual, and there's probably a lot more that want to but are afraid to. I get it, and I'm perfectly fine with it."

Carol waited a few seconds, then said "I know I may not be much to look at, but I hope this helps you. Turn your chair toward me." Mike did as she asked. "Like I said sweetie, THIS... ME... right here, is a safe place for you. Not just this house, but ME. I'm not judging. In fact, I think you look great!"

She stood up and lifted her nightie over her head and was completely naked in front of Mike. Then sat back down on the bed and spread her legs. Mike was now focused on looking at her pussy. She doesn't shave it, but the hair wasn't thick and bushy. He could see the lips of her pussy and could also see her clit protruding.

It was like Mike wasn't sure what he wanted to look at more, going back and forth between her large DD tits, and her pussy.

"Oh Grandma. I've always thought you are the most elegant, sexy woman I know. My eyes are having a heart attack! Really, I've never seen a naked woman, a real woman. You know, in person before. You look incredible!"

"So this will help?" she asked.

"Well... cards on the table?" he asked.

"Of course, dear."

"I have to admit," long pause "nevermind."

Carol scooted back to the edge and took Mike's chin between her thumb and finger and pointed his face toward hers. "Mike. Like I said whatever it is. Doesn't matter. It's safe with me, no judging." she replied.

"Okay. Well," another long pause as Mike reconsidered what he was going to say, then just decided to come out with it "most of the time, I am thinking of you when I... you know... when I do it."

Carol was touched, and more than little surprised. "Oh my. I would think a young guy like you would be turned on by young women." there was a long pause "So this will help a lot then, huh?"

"Uh huh." Mike leaned back in the chair uncovering his cock which was now a raging erection. He stretched his legs out showing his grandmother a full view of his cock sticking out under the edge of his open girdle.

Without saying anything, he started stroking himself as he looked at her body. Carol sat back against the wall with her legs wide open facing Mike. She began to trace over her lips with her index finger, stopping to swirl her finger around her now swollen and erect clit.

Carol's left hand cupped her tit while her right fingers rubbed her pussy directly above her mini-cock. Her eyes were glued to Mike's hard cock being stroked. She was a little surprised at the size. He was long, thick, and straight. Carol thought to herself some young lady is going to be a very lucky girl.

Exposing his masturbation fantasies, and now his hard cock to Carol added a whole new level of pleasure to masturbation. Then he remembered he was still wearing a girdle and stockings which raised his level of excitement even more. He knew he would be blowing his load any minute.

He reached over with his free hand and took the hand towel off the desk and draped it across his girdle, then announced, "He's not going to last much longer.

Carol was panting, then licked her lips and said "It's okay sweetie... I'm there, too. I'm there, baby... I'm there!"

Mike felt the explosion welling up in the pit of his stomach and surging through his groin. He pointed his cock up toward his stomach where he placed the hand towel. The first blast of cum shot out the tip of his cock with so much force it hit his chin. Each pulse of cum had slightly less velocity as the previous and the trail of cum finally led from his chin to the towel.

Carol's hand was a blur on her soaked pussy while she watched Mike cover his chest with cum. Her whole body tensed and began shaking as her climax took over. Mike could see Carol biting her lower lip as convulsions raked her body. Small droplets of fluid flew in every direction.

Mike didn't want it to end so he kept stroking to milk every last drop from his balls until Carol's body finally relaxed and her hand quit moving.

They were both panting and looking into each other's eyes. Neither said a word. Finally, Mike took the towel and wiped off all the cum on his neck and chest. He then sat up and held it out to Carol.

Carol took the towel. She looked down between her legs and saw a big wet spot on the bed and said "Oh no! I'm so sorry." The bedspread had already been pulled back and the wet spot was on the sheets. As she got up, she turned around and began wiping the sheet with the towel.

Carol was bent over with her ass at eye level right in front of Mike's face. With Carol bent so far over, he could see her pussy peeking through her thighs. Mike tipped his head a little and looked past her hips to admire her huge tits hanging and swaying under her.

Mike felt his cock getting hard again. He quietly leaned hack in the chair and began stroking his shaft again as he admired the view. Carol straightened up and was turning around toward Mike. He instantly let go of his cock and sat up straight.

"I'm so sorry, Sweetie. Come and sleep in my bed tonight and I will change the sheets tomorrow." she said.

"That's okay, Grandma. It's fine." Mike replied.

"No. Come on. Let's go to bed." Carol held out her hand to Mike. Mike knew there was no point in protesting, he had to comply. His cock was relaxed somewhat as Carol led Mike to her room. "You'll want to take those off before you go to bed. I'm sure they won't be very comfortable." nodding toward the girdle and stockings.

He obediently stripped naked and his cock once again started getting hard and started sticking out again. It didn't go unnoticed by Carol.

"Okay. You can sleep on that side." Carol said as she pulled the covers down on her side and slipped between the sheets. Mike did the same.

# # # # #

About 6AM, Carol woke facing away from Mike and was keenly aware that Mike was spooning her. She laid still, replaying the previous evening in her mind, over and over. The vision of Mike in a girdle and stockings stroking himself as he looked at her body is what caused her crushing climax the night before.

Carol became more and more aroused as she replayed it in her mind's eye. She thought how wonderful it would be to have him inside her. To feel her pussy milking his beautiful cock of every last drop of his hot cum deep inside her.

She wanted to be fucked and she wanted Mike to do it. Carol remembered that guys almost always wake up with an erection and she wanted Mikes. Very slowly she wiggled her hips back pressing her wide hips and ass into Mike and laid still for several minutes not wanting to wake him... yet.

She knew what was about to happen and wasn't disappointed. Carol could feel Mike's cock press into the cleft between her ass and thighs. She slowly raised her leg to allow his cock further access. It took only a few seconds when she felt Mike at the entrance to her pussy. She leaned forward a little bit and pressed back slightly and felt him enter her already wet channel.

Even though he was still asleep, Mike instinctively pushed his hips forward, pushing his now raging hard cock deeper into her. She needed no additional lubrication, he slipped right in. He suddenly awoke and pulled away. "What's the matter, sweetie?" Carol asked.

"Oh jeeze. I'm sorry, Grandma." he replied.

"Don't be. I thought it was nice. Didn't you? Would you like to put him back?" she asked.

Mike didn't say anything, he just rolled back toward her. She raised her leg again offering access to her pussy. Mikes cock found the entrance again and slowly entered her. She felt him penetrate deeper this time. It had been so long since having a cock inside her and it was a tiny bit uncomfortable, but she was horny enough to ignore it.

"That's it, baby. In and out." she cooed.

Mike had never felt warm, wet pussy walls wrapped around his cock before. It was pure bliss. He pressed in as far as he could and held himself deep inside her. She could feel Mike flexing his shaft. Carol responded by squeezing his cock with her pussy walls.

She was now well lubricated and felt Mike easily sliding in and out. After several seconds, Carol asked if Mike would like to try something else? Carol kicked the covers down to the foot of the bed and laid on her back raising her legs, pulling her knees back completely offering her wide open gaping pussy to Mike.

Mike knelt in front of her and put the tip of his cock into her pussy. He placed his hands next to her shoulders, holding himself above her so he could see her big tits and slowly slid his entire cock deep into her pussy with his balls tight against her ass.

"I've never done this before." Mike told her.

"That's okay, sweetheart. It's perfect." she said softly. "In and out, sweetie. Does it feel good?"

"Good doesn't even begin to describe how wonderful you feel." he replied.

Mike moved slowly, in and out at first. "That's perfect, sweetie." Carol whispered. Feeling him deep inside her. Every thrust was exactly what she thought it would be. Glorious.

Mike started picking up speed and fucking her gaping pussy harder. The walls of the room echoed the wet slapping sounds they made as he pounded into her.

Carol saw Mike's eyes were fixed on her tits. She pressed her tits together for his pleasure. She could feel the weight of her tits and the shock waves ripple through them from the fucking. Carol knew she was about to climax.

"Oh sweetie. I'm there! I'm there baby!" she squealed

"Grandma... I'm going to finish, too!"

"Keep him inside, baby. Fuck her harder! Oh, baby, fuck meee!" With every thrust of his hips, Carol hooked her heels under Mikes ass cheeks and pulled him into her pussy even harder.

Mikes was no longer in control of his own body as he erupted inside her pussy. Her pussy walls were pulsing and milking his shaft to drain every drop from his balls. Her heels were driving into his ass to push his cock harder and deeper inside her.

Mike slowed to a stop with his shaft buried deep inside her. Carol could feel her pussy walls still pulsating around his twitching cock. They were both out of breath and looked into each other's eyes, grinning at each other.

"I had no idea." Mike said still grinning.

"It's a beautiful thing between a man and woman." Carol whispered back.

Mike rolled off and laid next to Carol, both looking at the ceiling. Mike said "I still can't believe you were my first. It's like my wildest fantasy come true."

Carol broke the long silence "I have an idea. If you would like to..." then she stopped.

"Like to what?" he asked.

"Well, I just thought it sounded a little strange as it was coming out."

"Grandma, I have completely trusted you because it's safe. Remember? Well, whatever you are thinking is completely safe with me, too. Okay?"

He had her there, and she knew it. "Okay sweetie. Fair enough. It's a couple things. First, I'd like us to shop for some other lingerie for you. You really look good in it and I can see us both wearing it together."

"Really?" he asked.

"Yes. Really, that is, if you want. I can clear out a drawer in here for you to keep your lingerie in. Just in case someone visits so it won't be in your room. You can keep your magazines in here, too."

"Oh, crap. Sorry Grandma." Mike said realizing she took notice of the magazines.

"No, sweetie. It's fine. In fact, I'd love for us to flip through them together sometime. You can show me the parts that you like the most, and I can tell you what parts flip my switch."

"That would be wonderful to share that with you." Mike said.

Carol continued "To be honest, what we did this morning is about the extent of my sexual experience. There are so many things I've never done and always wanted to. So right now, we are starting at about the same place and I'm afraid I won't be a very good teacher."

"I can't think of anyone else I would love to learn with." Mike said.

After a long pause, Carol said "I couldn't help but notice one of your magazines is called "Shaved". Does that mean shaved women flip your switch?"

"This is a little embarrassing, but yes." Mike replied."Don't be embarrassed, sweetie. Like I said I understand that everyone has something that flips their switch. I've never thought of it, but I'd be happy to try it, and if you like it, I will keep her smooth and shaved."

"Really?"

"Sure. Why not. In fact, this may be strange, but would you like to shave me... you know... down there?" Carol said.

"I would love to."

After another long pause "Have you ever worn your lingerie to school?" Carol asked.

"Oh hell no. I've never even left my bedroom wearing any lingerie."

"Would you like to go out to dinner tonight, wearing stockings and panties?" Carol asked.

"Sounds kinda risky going out of the house like that." Mike said.

"It will be under your clothes. The only people that would know is you and me." Carol said.

"If you think it's okay, I'd be willing to try it." Mike replied.

"Have you worn stockings for longer than your usual evening sessions?" she asked.

"No. Probably an hour or so is the longest I've ever worn them." Mike replied.

"Well, wearing them for a longer time might be just a bit uncomfortable after a while since it makes the hair on your legs go the wrong way. Would you like me to shave your legs for you when you shave her?" Carol asked.

"Sounds a little extreme, but I guess if either of us don't like it, we can just let everything grow back." Mike replied.

"Exactly. Let's have some coffee and take a shower. Then we can give the razor a workout." Carol said.

Mike came into Carol's bathroom with a towel around his waist. Carol was sitting on the toilet with a tower wrapped around her. "Come and stand right here." she said motioning to the spot between her open knees. Mike was already partially erect with his cock now directly in front of Carol's face when his towel fell to the floor.

Carol instructed Mike to put one foot up on the toilet between her legs as she clicked on some electric clippers. She buzzed one leg, then the other, all the way up to his balls. Mike's cock was now completely erect pointing directly at Carol's face. She asked "Is it okay if I do a little more trimming?"

Mike chuckled "In for a penny, in for a pound. Why not?"

Carol pulled the skin on Mike's balls taut as she carefully worked the clippers around his cock. Then proceeded to take the remaining pubic hair above his cock down to stubble.

"There. Now we can use a razor to finish the job." Carol said as she started the bath water. She put about a foot of warm water in the tub and said "Go ahead and sit in it for a minute." Mike sat down in the tub as she instructed.

A minute later Carol said "Scoot down a bit and put one foot up here on the wall above the faucet." Carol spread shaving cream all over his leg and proceed to shave both legs to about where the waterline was then said "Stand up and let's finish."

Mike stood up in the tub, while Carol spread shaving cream on his upper thighs and around his cock. Within just a couple minutes she was done. She released the drain and turned on the shower head so she could rinse him off. "There, all done." she said.

"That sure feels weird, Grandma."

"I'm sure you'll get used to it pretty quick. And if you really don't like it, you can just let it grow back."

"Is it your turn now?" Mike asked.

"Indeed it is." Carol replied as she took her towel off.

"Holy crap!" Mike said somewhat under his breath, but loud enough that Carol heard it.

"What sweetie?" she asked.

"I think my eyes are having a heart attack. You look incredible!" he replied.

"Thank you, Mike. But I just see an old woman's body when I look at it."

"You have no idea how good you really look. I mean it. If I so much as even touch myself right now, he would explode!" Mike said.

Smiling, Carol took the razor and shaving cream with her into the bedroom. "You can shave her in here." she said as she set the razor and shaving cream on the nightstand. Then folded the towel and placed it on the bed. She went back into the bathroom and returned to the bed with the bowl of warm water and an extra towel. Mike was just standing beside the bed waiting for her.

Carol positioned herself over the towel and scooted her butt to the edge of the mattress. She placed her heels on the rails and spread her knees wide. "Go ahead and wet her a little bit, then put some shaving cream on her and you can start." she instructed.

Mike dropped to his knees in front of her spread legs and followed her instruction. While positioned between her legs, he put a little shaving cream on her and began shaving her pussy. With each stroke, he put the razor into a bowl of water and shook it. Within just a couple minutes, he was cleaning up a few spots with the razor that were missed.

He was so very careful, taking his time shaving around her lips. Her clit was erect and protruding from her lips. He couldn't help but think of it as her little cock. The very tip actually looked similar to the head of his own cock.

He was satisfied with the job he did and cupped some water into his hand from the bowl and used it to rinse her off. Repeating this a couple times, then patting her dry with the spare towel.

He couldn't take it any longer, he had to taste her. "You told me there were things you wanted to do." Mike said.

"Yes dear." she replied " There are so many things I've never done and want to try."

"Well, I would really love to try this." Mike said leaning forward. He began licking her from her hole up to her clit. Carol closed her eyes and softly moaned "Oh Mike, that feels so wonderful."

With her encouragement, he continued licking her, probing his tongue as far into her hole as he could, then moving up and sucking her very hard and very erect clit into his mouth. He bobbed his head up and down as he sucked on her clit like he was giving her clit a blowjob. While he sucked on her, not losing the suction, he also slipped a finger into her hole, flicking her clit with his tongue at the same time.

Carol moaned even more as her hips gyrated, keeping pace and time with his sucking and fingering "Oh baby.... She's not going to last very long like that." Mike never slowed down or changed what he was doing. A couple seconds later, Carol picked her head up, looking at Mike, she placed a hand on the back of Mikes head and held his face tight against her pussy as she bucked and squealed "Oh baby, she's there. She's THERE!." Carol's body shook and jerked. Mike felt hot fluid coming from her pussy running over his finger onto the towel. After several seconds of Carol's hips squirming under him she slid a hand between his face and her pussy.

Her whole body went limp then said "Oh my! She gets so sensitive after a climax." After a pause, she continued "That's a first for me. You're the first one ever to do that for me. It was better than I ever thought it could be."

Mike was so pleased he was the first and that she satisfied her. He crawled onto the bed and laid on a pillow. Carol moved up and laid on her side with her head on his shoulder.

They laid quiet for a couple minutes, then Carol asked "My turn?"

"If you like." he replied.

Carol got onto her knees beside Mike and leaned over his body with her tits hanging down, brushing her nipples on his stomach and hip. She took his already hard cock into her mouth and began bobbing her head up and down, taking as much of his length into her mouth until he was pressed against her throat. Carol created a suction force in her mouth and continued bobbing her head up and down.

Mike began rubbing her ass and then slipped his hand under her to feel the weight and softness of her tit. Her tit was bigger than his hand. He tipped his head up to look and saw her huge tit in his hand, and just past that was his cock disappearing into his grandmother's mouth.

That put Mike over the top. "Grandma... I'm there, I'm going to FIN...!" was all he got out of his mouth. Mike's free hand grabbed a handful of bedspread and squeezed it his fist. His cock began jerking and pulsing multiple streams of cum into Carol's mouth. She never lost her lip-lock on his shaft and never stopped moving her head up and down.

Carol slowed to a stop when the pulses of cum stopped and his cock began to soften, then she felt Mikes whole body relax and go limp. She let his limp cock slide out between her lips. Carol then swallowed everything Mike left in her mouth. She turned her head with a big smile as she looked at Mike. He grinned back holding his arms up to her.

Carol was going to lay her head on Mike's shoulder, but before she laid her head all the way down, Mike held her face with both hands and brought her lips to his. He pressed his lips against hers, then slipped his tongue through her lips, licking the inside of her lips as they kissed. Carol's tongue met his and they swirled around each other.

When they released their kiss, they looked into each other's eyes and Mike whispered "You're amazing!"

Then Carol laid her head on Mikes shoulder. "You are, too, sweetie. That was fun." she whispered back.

# # # # #

Mike had been home from classes for about an hour and was studying at the kitchen table when Carol came in carrying a bag. She kissed Mike on top of his head and said hi and dropped the bag in the living room.

Carol asked "Are we still going out on a date tonight?"

Mike's face brightened up "I'd like that."

Carol continued "Would you..." Carol stopped.

"Would I what, Grandma?"

"Well you said you might consider wearing something under your clothes." After another long pause "Would you like to wear a pair of stockings and panties under your clothes when we go out?"

Mike felt his heart leap into his throat. He didn't know what to say.

Carol continued "You don't have to, but this is 'our' secret. Nobody will ever know, or even suspect what you have on. I just thought you might like to try it."

"Wow. You know I've never even thought about leaving my room like that. But if you're okay with it, I guess I can be, too." Mike said.

"Great! I've got a few things here for you." Carol said.

Carol reached in the bag and selected a pair of sheer white mesh panties and a pair of dark thigh high stockings that stay up by themselves and held them out to Mike. "Would you like to wear these?" she asked.

"Wow! Thanks Grandma. I'd love to."

"Shall we get ready?" Carol asked winking at Mike.

They met in the living room all dressed up to go out. Carol was wearing a medium blue blouse and black skirt, stockings and heels. Mike in a gray suit, white shirt and blue tie. Mike offered his arm to his grandmother "Shall we?"

Carol smiled as she took his arm. He led her to the passenger side and opened her door like always. As she sat down, she hiked her skirt way up. When she sat down, she swung one leg in and while doing that spread her legs open to expose the tops of her stockings and to show him she wasn't wearing any panties. She waited until she could see that Mike noticed and got a good look, then smiling put her other leg in.

Mike smiled back "This is going to be a rough night, isn't it?"

They both laughed.

During dinner, most of the conversation was about school and projects around the house. Every so often, Carol would teasingly ask how he felt. Mike would smile leaning over and reply in a low voice that he was loving them and told her "I am so aware of every nerve below my waist! Every move I make reminds me what I am wearing!"

When they got home, Mike opened Carol's door as usual. As she got out, she swung one leg out and spread her knees open for Mike to see her pussy again. "Damn!" Mike muttered under his breath as he held out a hand to help her out.

When they got inside, They both went into their bedroom. Carol suggested they get one of Mike's magazines so they could look through it together. She said "Get down to your stockings and panties and I will, too. We can sit at the table together and look through them."

Mike took the magazines to the kitchen table. They sat next to each other with the magazines face up. Carol asked "Which one is your favorite?" Mike placed the "Over 50" on top and opened to the first page. Carol was a little surprised and thought to herself he would have picked "Shaved".

Carol started turning the pages, slowly, one at a time as she explored all they had to offer. Mike felt himself getting harder with each passing page. Carol said "Be sure to let me know what parts really flip your switch and I will do the same." Mike replied "Okay.".

One thing Carol noticed was a lot of the pics were older women built similar to herself, curvy with large breasts. "I really like this section." Mike said when the page turned. Carol noticed an older woman with a younger guy. The first few pics were foreplay as they eventually got naked.

Turning the page, Carol noticed a couple pics of the woman giving him oral, then a few pics of the woman getting the same attention, then some of her on her back and the guy straddling the woman with his cock between her big tits and then some with only the tip showing out the top of her cleavage. Then a final pic with her neck covered with cum.

"You really like that, huh?" Carol asked.

"Yeah." he replied sheepishly.

"Looks really fun. Wanna try it?" Carol asked.

"Really?"

"Why not? I'd love to do it." Carol replied.

They went back to the bedroom stopping to pick up a hand towel. Carol removed her bra and got a bottle of lube. She then moved a pillow to the middle of the bed and laid down facing up.

Mike couldn't believe his eyes. His grandmother laying on the bed expecting him to fuck the same tits he has only dreamed of for several years. The same tits he has already fucked hundreds of times in his head. He started to take his panties off and Carol stopped him. "Leave them on. Just pull them over to one side." she suggested. He pulled them back up and pulled one leg over to one side allowing his cock to spring out.

Mike straddled her and laid his cock between her tits. "Let's see, I think she sucked on him first, didn't she?" she said with a wink. He positioned himself further up and took the headboard with both hands. Looking down, he guided his cock to Carol's mouth.

She took his cock into her mouth. Carefully and slowly, Mike lowered himself as she took more of his cock into her mouth. He thought he felt himself against the back of her throat. Half of the length of his cock was inside her mouth. Then raised back up where just the tip of his cock was between her lips, then guided himself back into her mouth.

Mike felt Carol's hands running up and down his nylon covered thighs. Feeling someone else caressing his nylon clad legs besides himself was a whole new sensation. He loved it.

With her caressing and watching his cock going in and out of her mouth, Mike knew if he continued much longer, he would explode in her mouth. "I better stop." Mike said as he slipped out of her mouth and positioned himself again between her tits.

Carol had the bottle of lube right next to her. She squeezed some on her chest and some on his shaft. She then spread it over his cock and across her chest. After wiping her hand with the towel, she lifted both tits from the sides and engulfed his cock between her tits.

Mike began slowly at first fucking her tits until the lube was completely covering his cock and the area between her tits. He leaned forward and held himself above her and started to increase his speed. He looked down between them and saw the head of his cock poke out the top of her cleavage. He was also fixated on the ripples and the up and down swaying of her tits as he fucked them.

It only took a minute when Mike felt the eruption rushing through his balls as he watched the head of his cock poking through her soft cleavage. "I'm there, Grandma... I'm THERE...!" He watched streams of cum shoot from her cleavage pooling in the small depression of her neck.

Carol released his cock from the confines of her flesh when Mike slowed to a stop. He got off and laid next to her, catching his breath "Thank you, Grandma."

"You're welcome, sweetie." she replied.

After a minute of a silence "Can I do you now?" Mike asked.

"What would you like to do?" she asked.

"How about you straddle me and hold the headboard while I give her kisses?"

"Mmmm. Sounds really good!" she said.

Carol positioned herself over Mike's face. "This way?"

"Yehhhh. She is absolutely beautiful!" he said looking at her shaved pussy directly above his face.

Carol steadied herself with the headboard as she adjusted her position and lowered herself down to Mike's face. "Perfect." she heard him say.

Mike began licking the length of her lips, swirling around her clit each time. "Ohhh, sweetie. That is sooooo nice." she said.

Mike began plunging his tongue as deep into her hole as he could and wiggling it around, licking the walls of her pussy, then returned to licking her clit. Mike placed his lips around her clit and lightly sucked it into his mouth. He sucked and released her clit over and over.

"Ohhh, Mike, she won't last long like that."

Mike was already hard again. With his right hand, he began stroking his cock. He inserted the index finger of his left hand into her hole while he sucked her clit.

With her legs, Carol could feel Mike's whole body moving. She opened her eyes and looked down seeing the top of his head. Then turned her head and saw he was masturbating himself, pushing his hips off the mattress into his hand. Seeing him masturbating in the stockings while he sucked and licked her was so erotic. The sight was a slingshot to an orgasm.

"Oh shit! I'm there, baby.... I'm cummingggg." She steadied herself and rocked her hips. Mike stuck his tongue out to rub against her clit as she rocked her hips, dragging her clit back and forth over his tongue, like she was fucking his face with her pussy. Mike could feel her pussy walls spasm around his finger as he pumped it in and out.

Then all of a sudden, Carol stopped and slipped her hand between Mike and her pussy. "Oh my. That was intense, sweetie!" she said as she rolled off and laid her head on Mike's shoulder. Carol placed a hand on his chest and bent knee over Mike's thigh. They laid silent like that, until they were both were asleep. At breakfast the next morning, Carol asked if Mike has had a lot of girlfriends.

"Nope."

"Really? I find that hard to believe. You're an incredibly good looking guy. I would think a lot of girls would be after you," she said.

"Well, I've had a couple girlfriends, and girls still give me their numbers," he said.

"Yeah? Do you call them? Are these girls from school?" Carol asked.

"Yeah, they're in some of my classes and there were a couple from high school, but I haven't called any of them. I guess I'm not really interested."

After a long silence she said "You said you weren't gay? Is there something else?"

A shocked look came over Mike's face and blurted out "Holy crap, no! I'm not gay... not even a little!"

"Sorry. I didn't know, but when you said you weren't interested in girls, well? I just wasn't sure," Carol said.

"This is a little weird talking about this," Mike said lowering his eyes to the table "but I do feel like I can tell you things I can't tell anyone else." There was a short pause before he continued "I've had a couple girlfriends but both wanted to have sex. Hell, I wanted it, too. Really bad, too. I just didn't think it was such a good idea at the time, so they broke up with me. So I haven't called any of the girls in my classes because I suspect it will turn out the same way. I mean, I really, REALLY wanted to but...".

"Oh okay. I get it. And I have to say, I'm very impressed, and very proud of you. You actually used your head. Most guys let their other head do their thinking," she said with a little smirk.

They both chuckled a little at her comment. Neither said anything for probably a minute.

As they were cleaning the breakfast dishes, Carol said "I've been wanting to talk to you about something."

"Sure, anything."

Carol continued "Let's sit down. Well, I know there will come a time when you meet a young lady and you start dating."

"I doubt it," Mike responded instantly.

"No. I'm serious. I hope you do. Really. I hope you meet someone, fall in love, get married, and have kids. And I kinda hope it's in that order. I think you really should establish a career before having kids, but love has other ideas sometimes," she said.

"Sounds reasonable," Mike said.

Carol continued "Well, I just want you to know, while dating someone, there will be times when you, or her, or even both of you will want to take your relationship into the bedroom. So, here is my proposal for when you start dating. That is, if you want. Before or even after a hot date, I can help you take care of him to take the edge off and relieve some of that tension. Hopefully you won't feel the need to have sex until you're ready."

Mike got up and stood right next to Carol taking her head to his chest, hugging her. Carol's loving gesture touched Mike at the soul. "Grandma, I love you so much. I know you are right about the temptation, and having you as my partner to help me like that is incredible. But I'm happy with things like they are for now. I need to focus on school."

"I love you, too, Mike. I want to be here for you, for whatever you need. But I do want you to understand, I don't want to come between you and your girlfriends. It's healthy that you meet a young lady and fall in love. But becoming a father before you're ready changes the rest of your life. And I don't want you to feel guilty for falling in love with someone. It would break my heart if you felt guilty because of me."

Mike gently held Carol's face in each hand and pointed it toward his. Mike looked into Carol's eyes and said "Would it be okay if you were my girlfriend? At least for now?"

"Whatever you need, sweetheart," she said smiling back.

"Well, before I go to class, you can probably guess what I need right now!" Mike said with a sly smile.

"If you want, we can have a quickie now, and have some fun tonight. I've got a couple more things for you to try on," she said.

"Mmmm. Sounds perfect!"

Carol said "Go put on your girdle and some stockings."

When Mike came into Carol's room, he was already hard anticipating what was waiting. His cock was sticking straight out up against the bottom hem of his girdle.

He froze in the doorway when he saw her. Carol was standing at the foot of the bed wearing her black stockings, black garter belt, and a black shelf bra. Her exposed bare pussy and nipples in that outfit stopped him in his tracks as he took it all in.

"Holy crap! You look incredible!" he said.

"Thank you, sweetie. I love how you look, too. So Tasty!"

After a hug, Carol asked "How would you like to do it?"

"I'm game for anything. What sounds good to you?" he asked.

"How about from behind?" she asked.

"Okay, you're driving. Lead the way," Mike said.

Carol turned around crawling onto the bed with her knees right on the edge of the mattress. "How about if you just stand behind me? I put the lube in the nightstand and I have a towel right here."

Mike got the lube and spread some onto his hard cock and also put some on Carol's pussy. Carol spread her knees even further apart and lowered her chest to the mattress. After wiping his hands off, he positioned the head of his cock at her entrance and slowly pushed himself into her.

"Damn that's nice. She feels as good as you look!" Mike whispered.

"Mmmmm. You feel so nice inside her."

Mike moved slowly with full, long strokes, burying his entire length inside her. Mike continued long steady strokes pulling her hips back tight against him each time he buried himself into her. "He isn't going to last long," Mike said.

"That's okay, sweetie. This is a quickie, just for you. We'll have more fun tonight," she said.

Mike's cadence picked up. Each thrust causing a ripple through Carol's ass and hips. Mike knew he was going to explode any second. Having a handful of his grandmother's hip flesh in each hand as he pumped his cock onto her felt wonderful.

Panting, Mike grunted "I'm there, Grandma. I'm there." as he blasted a huge load into Carol. He felt his own hot cum being pumped in with every pulse of his cock. Mike felt his hot cum moving up her hole covering his entire cock as he fucked her. He kept slamming his hips into her wide ass until he was completely empty and was starting to soften. Then slowly stopped, still deep inside her.

"Holy cow! I needed that!" he said panting.

Carol grinned and began squeezing his cock with her pussy. Each time she squeezed, she could feel his cock twitch and flex inside her. After a few squeezes, her pussy squeezed his soft cock right out.

As Carol rolled over onto her back, Mike cleaned himself off with the towel and then held the towel up against her cum filled pussy. Carol took the towel and pressed it between her legs.

Beaming with a glowing smile, Carol said "Better get ready for school, sweetie."

Mike knelt on the bed straddling one of her legs and leaned over her body and placed his lips on hers for a slow and tender kiss. "Thank you, Grandma. I can't wait for tonight!" he said softly and went back to his other room to get dressed.

# # # # #

At dinner that night, they exchanged small talk, how school was going, some of the chores and projects Mike had done around the house.

Then out of the blue, Carol said "You know, I heard your Aunt Linda telling your mom about some of her fun times. I don't think they knew I could hear them. It seems she is quite adventurous when it comes to the bedroom, both with men as well as other women."

Mike didn't say anything.

Carol continued "She has told me quite a few stories, too. So I guess it's a family thing to be open to trying new things."

Mike continued to be silent wondering where this was going.

Carol wasn't sure what Mike was thinking, then told him "A few days ago I was talking to Linda. She was asking how it was to have you here. I told her I couldn't be happier. I'm not sure how, but the conversation took a turn and I somehow mentioned to her the time I saw you in the kitchen with your pantyhose on."

"Holy crap, Grandma! You're kidding!" Mike protested.

Carol said "I'm sorry, Mike. I didn't intend to share that."

Mike replied "Yeah, but damn, Grandma! Holy crap!"

Carol continued "It's okay, sweetie. She didn't laugh or even chuckle, but she certainly was interested in hearing more. I was sort of in a box at that point with no way out."

Mike asked "So what details did you tell her?"

"I just told her what happened. You were getting ready for a bike ride and I saw you, in fact I saw all of you!" Carol replied.

"Damn," Mike said.

"She just said she wished it was her that saw you. She sounded really interested. I just told her you're going to make some young lady very happy some day," Carol said with a little smirk.

"Oh well. It is what it is, I guess," Mike said.

"Linda invited us over for dinner Friday night at her house. Is that okay?" Carol asked.

"I guess I'll have to face her at some point. Might as well get it over with," Mike replied.

"I'll call your mom and let her know you're staying and won't be home this weekend. Just to give you a heads up, I have a hunch she will be wearing something that will really get your attention. If you know what I mean."

Mike didn't respond. His mind was picturing his Aunt Linda. She was a very attractive woman with real woman curves. She always wore outfits that showed it, too. Her hips and ass were similar to his grandmothers, with a slightly narrower waist and not quite as large on top.

Carol could tell Mike was thinking about her. She asked "Do you want me to tell her about your other interests? You know, your love for lingerie? I bet she would really get into it."

"I don't know. Sounds risky," he said.

"Well, I know Linda is a lot kinkier than me, and I love it!" Carol said.

"I don't want it getting back to my mom. I don't think she has a kinky bone in her body! I don't think she could ever understand it," Mike said.

Carol said "Which is why I think it's completely safe with Linda, sweetie. Tell ya what... I can let her know I saw you in your things, you know, just mention a little bit at a time. If her reaction is what I think it will be, then great. Otherwise I stop and never share any details. What do you think?"

"You really think she'll be into it?" Mike asked.

"Sweetie. I know she will," Carol replied.

"Okay, Grandma. I will trust your judgment on this," Mike said.

# # # # #

When Mike got home from classes the next day he noticed his grandmother with an expression like she was holding something back. The half grin made it obvious that she was dying to tell him something and she would explode soon if she didn't let it out. Mike knew she had been talking to Linda and she wanted to tell him about their conversation.

"Okay, spill it!" Mike said laughing.

Carol laughed "Like I figured, sweetie. She is totally into it! She wants us to come over Friday night for dinner, and to bring some of our things with us and have a panty party."

After thinking about that idea, Mike said "Well, instead of us going over there, why don't we invite her here?"

"Great idea, Mike. I'll call and invite her," Carol said

"By the way. Didn't you say you had a couple more things for me to wear?" Mike asked.

"Let's save them for Friday. You can model them for us," Carol said with a broad smile.

Friday evening the doorbell rang. Mike opened the door for Linda. She was wearing a trench coat, the kind you would expect to see on a secret agent in a movie and she was carrying a small overnight bag. She came in, dropped the bag, and hugged Mike mashing her chest against his. A different kind of hug that he was used to getting from her. She then hugged Carol.

Linda looked back and for the between Carol and Mike and said "Shall we get this party started?"

Carol said "Well, How about this. Mike and I will change and come out wearing our robes. We meet back here in a couple minutes and model for each other."

Carol picked out a new black garter girdle and nude colored stockings along with a pair of nude panties to match the stockings. Carol said "I've been saving these for you."

Mike went into his room to put them on and then put his robe on before joining everyone in the living room.

In just a couple minutes Carol and Mike came back into the living room wearing their robes. Linda was still wearing her trench coat. Carol said "Well, I guess I can go first. You two can sit on the couch and watch while I model for you, then one of you can go next."

"I guess I can," Mike replied.

"Or I can if you like," Linda said looking at Mike.

"How about we do it at the same time?" Mike said.

"Cool. I like that," Linda said.

Mike and Linda sat and watched as Carol took the center of the room. She turned her back to them and let her robe fall off her shoulders and drop to the floor behind her.

She was wearing all black, bra, panties, garter belt and dark stockings. The panties were sheer clearly showing her ass cheeks. Neither Mike or Linda made a sound, their eyes were fixed on this elegant sight. Carol slowly turned around and both could see that her bra was every bit as sheer as her panties. Even wearing her panties and bra, there wasn't a thing left to the imagination. Even her pussy crack was clearly visible through the fabric.

Linda's eyes fixed on the small bump protruding from Carol's shaved pussy making a small tent pressing against her panties. Carol saw Linda staring at her clit and turned sideways showing Linda the profile of the small tent it made in the fabric. Carol lightly moved the tip of her index finger up and down across her clit and said "I guess I can't hide it when I get excited."

Mike had his hand against his crotch rubbing himself through the robe. Without realizing it, Mike whispered under his breath "Damn!"

Linda heard Mike and turned to see his hand pressing into his crotch. She said "Yeah, I know! I hope I look half that good when I'm her age!" Mike looked back at Linda, both smiling at each other.

Mike and Linda then got up and Carol sat down. They faced each other and together Linda took off her trench coat and Mike let his robe drop at the same time. Linda was wearing sheer pantyhose and a red lace bra. Mike could barely make out her areolas. Looking down he could clearly see a dark patch between her legs.

Mike was wearing his new garter girdle and sheer stockings with sheer panties over the garter straps. Linda looked Mike's body over and said "I see what you mean, Mom. Smokin' hot!"

They both turned to look at Carol. She was sitting with her legs spread wide with the fingertips of her right hand making soft circles around her erect clit through her panties. Carol said "I guess you two can keep standing there, or if you feel the need, you can take care of yourself. I brought a hand towel for everyone if you need it."

Mike turned the other chair around so each seat faced to the center of the circle they made. Linda took the chair and Mike took the center of the couch.

It wasn't a minute later when Linda and Carol heard Mike say "These have to go." as he stood up and slipped his panties off. His raging hard-on sprang straight out. After sitting back down, he slowly stroked his cock, looking back and forth between them.

Carol sat up and unhooked her bra, releasing her tits. She sat back and played with her left nipple while her right hand played with her clit.

Linda followed Carol's lead. She sat up and did the same thing, exposing her perfect D size tits to Carol and Mike. They could hear Mike utter under his breath "Damn." and saw him increase the tempo of his stroking. Linda's eyes were fixed on Mike's cock. A few seconds later, she watched as Mike erupted, shooting bursts of cum toward his chest. The first two blasts hitting his neck.

Their eyes met as each pulse of cum landed lower and lower towards his stomach. They never lost eye contact until Mike completely drained his balls and his whole body relaxed. They both smiled at each other. It was a moment that neither had had shared before, but it felt comfortable and familiar at the same time.

Mike got up and knelt between Linda's legs. Her butt was already hanging out over the edge of the chair. He lowered his face to her pantyhose covered pussy and nibbled on her using his lips and pushing his nose against her clit. Linda held Mike's head with both hands as she started to climax. Her whole body shook as her climax took over. Her feet pushed on the floor lifting her ass off the chair and tighter into Mikes working lips.

When he sensed she was done, Mike got up and knelt between Carol's legs and lowered his face to take her clit between his lips. Linda recovered from her climax and went over and placed her hand on Mike's shoulder and whispered "May I?"

Mike moved out of the way and Linda took his place between Carol's legs, taking her mother's panty covered clit between her lips. Seeing her daughter between her legs, Carol knew she wouldn't last much longer. Linda slid a finger under the panel of Carol's panties and moved the panties out of the way allowing Linda to suck Carol's bare clit into her mouth.

Mike was standing right next to Carol looking down at Linda licking and sucking on his grandmother's pussy. Carol reached over putting her arm around Mike's hip and pulled him toward her. Mike was facing Carol and she leaned over and took his cock into her mouth. Linda kept her lips locked around Carol's clit and looked up to see Carol taking Mike's cock into her mouth. Carol had one hand on Mike's ass pushing his hips toward her face and the other hand now on the back of Linda's head.

Carol was moving her head back and forth, fucking Mike's cock with her mouth. Linda watched her mom sucking her nephew's big cock and began bobbing her head up and down with greater intensity, giving her very clit blowjob. When she pulled her head up, she kept her suction tight around her clit, pulling it tight. When her head came back and pressed into her pussy, she would release the suction slightly and swirl her tongue around her clit.

Mike wasn't sure until that moment if he would cum again. But seeing his aunt sucking her own mother's pussy, and seeing Carol fucking his cock with her mouth put him over the top. Carol felt his cock swell and become ridged as he was about to explode in her mouth. She also felt her own climax start. She planted her feet on the floor and pushed her hips up, pushing her pussy harder against Linda's mouth.

Mike took over for Carol holding her head with both hands to hold it steady and began fucking her mouth as he exploded. Carol kept her lips tight around his cock as she took everything he had left in his balls.

Carol's climax caused her whole body to jerk and shutter with Linda sucking on her clit. Her hips bucked as her climax rushed through her whole body.

After she finished she was becoming sensitive and slid her hand between Linda and her pussy. She also felt Mike had finished and was beginning to get soft. She released Mikes cock from her mouth and sat up. Carol then leaned forward, taking Linda's face in each hand and said "Thank you, Linda. That was amazing!" Then she pressed her lips to Linda's tasting her own pussy on Linda's lips and Linda tasting Mike on her mom's lips.

Linda was initially shocked at Carol's gesture, then smiled back at Carol and said "I'm glad I could do that, Mom." Then looking at Mike, she said "And thank you both for trusting me to join you."

Carol leaned back, she looked at Mike and said "You see, there are ways of having fun without the risk of pregnancy."

After a long pause, Linda asked Mike, "I noticed that you shave down there. I'm just curious. Why?"

Mike thought for a second, then replied "Well I guess the answer has a lot of parts to it, but to boil it down, I tried it, and now I like it. It started out just shaving my legs because the stockings make the hair on my legs go the wrong way, but turned into shaving everything. I figured if I didn't like it, I could just let it grow back."

Linda looked at Carol. Carol realized that the question was now posed to her. Carol answered "Well, I guess I like it, too." Carol wasn't sure it would be a good idea at this point to admit that she did it because that's how Mike likes it, or that Mike was actually the one that shaved her.

Linda said "I have to admit, I've never thought about doing it myself, but I've seen other women do it. Some shave completely, some trim it up to a little Mohawk, some don't do anything." Looking back at Mike, she asked "Which way do you like it?"

"Well, I think you should have it the way you like it," he said.

"No. Really. How do you like it?" she protested.

"Honestly, I guess I like it shaved. I think a woman is beautiful and a lot of hair is just hiding that beauty," he replied.

Linda said "I guess I could approach it the way you did. If I don't like it I can just let it grow back." Linda thought for a few seconds, then looking back at Carol said "Y'know, I never considered myself as gay, or even bi, but after tonight, I would have to say I was so happy doing that for you and I kinda liked that you were shaved. I might actually prefer being shaved smooth, too." After another long pause, announced "Alright. I've decided. I will start shaving there, too."

They all dressed and had a nice dinner together. Most of the discussion was centered around Mike's love for lingerie, but it was a nice dinner. They agreed Linda would come over Saturday afternoon for round two of their adventure.

# # # # #

Saturday afternoon, Linda arrived as planned and she was carrying the same overnight bag. Carol suggested she and Mike chat in the living room while she finished preparing dinner.

During their chat, Linda finally said "Well, I have to say, what we did last night was pretty amazing. I didn't realize that you guys did that. I just thought it was cool that she supported you wearing lingerie."

Mike replied, "She has been amazing about that. I really felt like some kind of perv for even wanting to. But she made me realize everyone has their thing that flips their switch, this just happened to be mine."

After another long pause, she asked "How long have you and Mom been having sex?"

It guess started a few weeks into this semester. She caught me getting off wearing a girdle and stockings.

"Oh my gosh. I would have died!" Linda exclaimed.

Mike replied "That's just about how I felt. But we talked about it. I guess the psychologist in her helped me to be okay with it."

After dinner, Carol suggested everyone get into their sexy outfits and meet back in the living room. Carol put on a black lace shelf bra, matching garter and dark stockings and no panties. Mike was wearing a new black garter belt and smoke stockings and sheer black panties. Linda came in wearing sheer black bra, a black corset and stockings and no panties exposing her bare pussy.

Carol said "I've been thinking how we can all enjoy ourselves at the same time. Linda, you can sit on the couch."

Carol moved the coffee table away from the couch and Linda sat down. Carol then knelt down in front of Linda and said "Okay, Mike. You can do me from behind. I would like to take care of Linda the way she did me last night."

Mike got on his knees behind Carol while she leaned forward putting her mouth over Linda's bare pussy and started nibbling with her lips. Linda tilted her head back and spread her legs as wide as she could.

Mike hooked the waistband of his panties under his balls and started rubbing himself against Carol's wet pussy, getting his cock lubricated before slipping it into her hole. He started with short strokes until he was completely lubricated and completely inside her. He paused at this point, deep inside her as he watched Carol going down on her own daughter's pussy.

Feeling her mother's tongue between her pussy lips was something completely new for Linda. She has had three-way sex before, but it never evolved into girl on girl. It had always been one straddle a face and the other ride a cock.

This new experience had Linda squirming and rotating her hips. Carol sensed Linda wouldn't be lasting much longer, so she stopped and suggested "How 'bout this... Mike, you lay down on the floor. Linda, you can straddle Mike's face."

This was right in Linda's wheelhouse. Linda got up and positioned herself over Mike. Carol straddled Mike's hips facing Linda and lowered herself onto Mikes cock with Carol and Linda now facing each other.

Mike didn't waste any time licking and probing with his tongue along her lips sucking on her clit when close enough. Linda's clit was rock hard but was much smaller than Carol's. Linda's hips were rocking and thrusting forward as she approached a climax.

Linda fell forward into Carol's arms with her face pressed against Carol's tits. Carol held and embraced her as Linda exploded with an intense climax. Mike didn't let up, and continued to lick, suck and probe for as long as she stayed on him. Linda's body began jerking because she was so sensitive after her climax and slid backward off his face and gave Mike a long kiss, tasting herself on Mikes lips.

The passion of her kiss was making Mike thrust his hips upward every time Carol would come down on him. Linda sensed Mike would be done very soon and released her mouth from Mike's. She moved her head toward Mike's stomach directly in front of Carol. Looking up at Carol, Linda said "Would you like me to take over?"

Carol swung her leg over and got off Mike. His cock remained standing straight up. Linda moved closer and took Mike's cock into her mouth. She could taste Carol on Mike's cock and immediately started bobbing her head up and down, taking as much of his shaft into her mouth as she could.

Carol Linda's place on face, guiding her swollen clit to Mike's lips. Mike sucked her clit into his mouth and increased suction pressure to take her whole clit. Mike swirled his tongue around and around her clit as he relaxed and increased suction again. Seeing Mike's cock fucking her daughter's mouth was the final straw.

"Oh sweetie, I'm there, baby. I'm THERE!" Carol squealed. She started rocking her hips back and forth. Mike just slipped his tongue out and let Carol rake her clit across his protruding tongue as she exploded.

Feeling Carol erupt into an orgasmic frenzy made Mike explode into Linda's mouth. Linda felt his cock head expand and shaft becoming even more rigid. She held her lips tight around his shaft and continued moving her head up and down as jets of cum filled her mouth.

Carol had all she could take and slid back off of Mike. Linda felt Mike's body relax and released his cock, swallowing his cum. Carol and Linda sat on the floor with their backs against the couch and Mike laid on the floor. It was several minutes before anyone moved or said anything.

The silence was broken when Linda said "You do remember, Mom, don't you, that I've had a hysterectomy? If you were worried about a pregnancy, you don't have to worry with me."

"Oh that's right, sweetheart. I forgot about that." Carol paused "So I guess what you're saying is, you want some of that inside you, too," Carol replied wearing a big smirk.

"Oh hell yes I do!" Linda said laughing.

Mike just laid there listening thinking there are now two pussies to fuck and he wanted both of them.