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“You better believe it, virgin.” She smiled, kissing the head
of his cock again, her snaking tongue teasing the sensitive underside of its
crown.

 

“Oh, Mrs. Dawes…” He groaned. “Shit, Mr. Dawes will kill me
if he…”

 

“Who’s going to tell him, not me…” Carrie squeezed his
balls, making him wince. “Are you?”

 

“Oh no, never.” He whispered.

 

“Ever had your cock sucked like this before.” She teased
him, running her tongue from his balls to the crown of his cock head.

 

“Uhh… never, never had it sucked ever.” He almost wept.

 

“Ever dreamed of this… a real woman giving you head like
this?”

 

“No, Mrs. Dawes… I never even dreamed of…”

 

“What about Lena, you ever dream of her… doing this?”

 

He kept silent, whimpering softly as she kept up her
affectionate ministrations on his painful erection.

 

“I take that as a yes.” She nodded with a smile.

 

“Mrs. Dawes, I… I don’t know…” He babbled, his hands
reaching for her head, but holding back, clutching only at empty air.

 

“You don’t know if she’d be interested in you, hey?” She grinned,
licking her lips and stroking his cock passionately.

 

“I… yeah, I’m just a friend… she’s going out with the prom
king.” His chest heaved and his flat belly trembled, making his cock surge
upward even more.

 

“If she sees this magic wand of yours,” Carrie planted a
long kiss on the searing head. “She’s going to lay by your feet forever.”

 

“Oh, Mrs. Dawes… no, not like this.” His voice broke.

 

“Aha, so you are in love with her then.” She looked up at
his agonized face. “Should I stop? Do you want to save yourself for her?”

 

He didn’t answer, only his shallow breathing echoed around
the study room.

 

“I take that as no.” She laughed, popping his cock head
into her mouth again.

 

Carrie went down on him with a vengeance, sucking him hard,
all the way down to the base and back up again, slurping wildly. She paused
only to kiss the cock head a few times and went back down. Dalton raked his
fingers on the leather top of the table, his belly heaving and falling in
tandem with his short breaths. She was taking him to a place of sensual
elevation he had never known. His cock was close to bursting, but she was using
all her talent and experience to keep him hard and erect for her pleasure.

 

She looked up at him, relinquishing his cock and rubbing it
all over her flushed cheeks and chin, making him moan like a woman. He was
about ready to explode but she wanted to go on. Opening her mouth wide, she
went down all the way again, ignoring his shuddering whimpers for mercy.

 

“Mmh, your big juicy cock looks like it’s about to blow its
top.” Carrie teased him, stroking the foot long pole vigorously. “I’m amazed at
your stamina, a virgin like you should have ejaculated in a few minutes.”

 

“Oh, please… Mrs. Dawes… make me cum… I’m so hard.” Dalton
nearly wept.

 

“Yeah, baby.” She purred. “I want you too cum too… all over
me.”

 

She rose up and cupped her big breasts, jiggling them
before his astonished eyes.

 

“Have you ever seen boobs like these before?” She gave him
a sultry pout.

 

“I’ve never… seen boobs… like any ever before.” He gasped,
his hands grasping at his agonized erection.

 

“Do you want to feel these milky boobs wrapped around your
big, beautiful cock, baby?” She unhooked her bra and let her breasts bounce
freely.

 

His mouth opened, drooling at the sight of her naked 36D
breasts. He nodded dumbly as she clambered over him again, pressing her soft
breasts over his cock. She squashed them around his cock with both hands and
began moving up and down, creating a soft friction tunnel for him. Dalton’s
eyes were fixated on a sight he had never seen before, his mind reeling. The
feeling on his cock smothered between a pair of huge breasts made him
breathless.

 

“Oh, yeah.’ Carrie moaned. “This feels so good… your big
hard cock between my soft, squishy boobs. Almost as good as a hot, tight pussy…
but you wouldn’t know.”

 

She continued to stroke his cock between her breasts,
kissing and licking at the head, each time it peaked out from her slick
cleavage. She felt his body shiver every time she did that. She was having the
time of her life with a virgin nerd and getting his impressive organ into her
dripping pussy was going to be an experience to remember, for her and for him.

 

“Oh, Mrs. Dawes…” Dalton wheezed, “I’m dying here.”

 

“Then let me bring you back to life.” She snickered. “It’s
time you felt how good it is to be inside a woman.”

 

“Oh, god. Yes, yes.” The computer genius exulted, finally
ridding himself of his inhibitions. “I’m so dying to fuck you, Mrs. Daw…
Carrie.”

 

“Oh, you are now, hey.” She laughed and released his cock.
It slapped down on his belly and sprang back up again, inviting her.

 

Carrie stood up, stripping off her black lace thong and
kicking off her high heels. Completely naked, she climbed on top of the table
and straddled him. His surging cock rested on her thigh and she grabbed it,
guiding the head to her pussy. His body shuddered with the anticipation of his
first sexual experience. She granted it to him, slipping the head inside her
and lowering herself down with a moan until she had all of his twelve inches
deep within her.

 

“Oh, god.” Dalton groaned. “It’s so fucking good.”

 

“Told you so, baby.” Carrie churned her hips, feeling his
cock move inside her. “You’re a virgin no more, welcome to adulthood.”

 

“I’m a virgin no more.” Dalton echoed, with a stupid smile
on his face.

 

 

***

Carrie looked at her reflection on his glasses, her face
was flushed and her make up running all over. She didn’t care; it had been a while
since she had felt so filled up. In fact it had been much too long. This kid
could change that; she could always ask him over on the pretext to fix the
computers. No one would be the wiser, and after this treat she was giving him,
he would have to be a total idiot to refuse.

 

She slowly rose up, feeling the entire length of his cock
slide out of her, stopping till only the head was left in. He looked up at her,
trembling with anticipation. She smiled and lowered herself, her pussy
swallowing all of him again. She heard him gasp as his cock surged inside her;
she clenched her belly and squeezed her thighs, she had to keep him from
cumming too soon. His hardness had to last long enough for her, but then he was
young, he could get hard again in seconds.

 

“How does it feel, baby?” She breathed into his face,
leaning over him. “How does a hot pussy feel all over your giant cock?”

 

“Oh, Carrie…. it feels… it feels so good.” The young man
whimpered.

 

Carrie pushed herself back up and began riding his cock slowly,
grinding her hips over his. She grabbed his wrists and placed his hands on her
big breasts, urging him to play with them. Dalton nodded, his eyes misting
over, he squeezed the soft globes and gently tweaked her erect nipples.

 

“Oh, harder… baby, harder.” She moaned. “Squeeze my tits
harder, pinch my nipples… harder.”

 

He did as she told him, following her every command. She
leaned over him, her breasts brushing his face, pressing down on him, inviting
him to suck on them. He opened his mouth, filling it with her swollen nipple.
She threw her head back with a gasp, increasing the tempo of her ride on his
cock. Lost in the throes of ecstasy, neither of them noticed the door open and
a shadow fall across them.

 

“MOM!!!” A shrill cry made them jump.

 

Carrie looked over her shoulder at her step-daughter
standing by the door with her mouth hanging to her knees.

 

“Da… Dalton? What the he…hell is going on?” Lena stood
awestruck, her handbag dropping to her feet.

 

“Can’t you tell, Lena?” Carrie grinned, still riding her
hapless lover. “Dalton is going through the rites of manhood.”

 

“Fuck, Mom!” Lena flailed her arms around. “You’re cheating
on Dad… with my friend… and you’ve been married, what, just under a month now?”

 

“Oh shit, Lena.” Dalton squeaked. “I’m sorry… I couldn’t…”

 

“Shut up, baby.” Carrie purred. “Let her watch, it’s
turning me on even more.”

 

“I can’t believe this?” Lena shouted. “Are you nuts,
Carrie?”

 

“Hush, Lena.” Carrie gave her a lascivious smile. “You
don’t know what you’ve got here.”

 

“I don’t want to know… get off him now.” The blonde
screamed.

 

Carrie rose up and slid Dalton’s foot long cock out of her
pussy. She grabbed at the base and held up the foot long organ for her
step-daughter to see. She kissed the head a few more times and looked up at
Lena, her green eyes as much ablaze as the blonde’s blue ones.

 

“Look at this beauty, step-daughter.” The redhead sneered.
“This thing’s been longing for you and you’ve been too dumb to notice.”

 

“What?” Lena lost her composure, her knees trembling.

 

“Yes, look at it.” Carrie waved the erection for her.
“Prime manhood, rock hard and ready to please, yearning for you, Lena. You
don’t know what you’re missing out.”

 

“Dalton!” Lena was breathless. “Is what she saying true?”

 

“Tell her, genius.” Carrie prodded, kissing the cock once
more. “Tell her about your secret love for her.”

 

 “Lena… I…” Dalton began, his body jerking as Carrie
continued to work on him. “Hell, yeah, I’ve been in love with you since, I
don’t know, grade school.”

 

“What?” Lena sat down hard.

 

“Do you feel the same way, Lena?” Carrie pressed the
baffled girl.

 

“What… no, no fucking way.” The blonde stood back up. “This
is insane… you’re fucking my friend and making him tell me he loves me… how the
hell… what the fuck…”

 

“Don’t hurt your head thinking so much, dear.” Carrie
grinned at her, stroking the cock in her hands.”That’s what I told him too…
just give in to your needs.  I can tell that you want this.”

 

“You’re crazy!” Lena exploded.

 

“Yeah, that I am, and I am offering you a share on this
stake.” Carrie’s eyes blazed. “We can talk about this later, right now, I need
to fuck so bad and you’re welcome to join.”

 

“Shit, this is insane.” Lena covered her face with her
hands. “And what’s worse is you’re right.”

 

“I know I am, baby.” Carrie purred.

 

“I’m so in need of some of this right now.” Lena went on.
“I just broke up with Brian.”

 

“Come on, baby.” Carrie seductively called out. “You need
this more than ever.”

 

“Oh, Dalton, is this okay with you?” Lena eyed her friend
apprehensively as he lay naked on the table.

 

“Yeah, Lena… anything for you… and Carrie’s such a wonder.”
Her nerdy friend had a stupid grin on his freckled face.

 

“What have I got to lose?” Lena gave in.

 

 

***

“Just your clothes, dear.” Carrie made light of the
situation, trying to alleviate the girl’s confusion.

 

Lena nodded and felt a surge of excitement and daring
overcome her. She stripped off her t-shirt and jeans and displayed her young
naked body to her step-mother and her school friend of ten years.

 

“You’re perfect.” Dalton said hoarsely.

 

“So are you,” Lena’s voice had a throaty edge to it as she
leaned over his throbbing erection.

 

Carrie held up his cock by the base for her and Lena
gingerly kissed the head. Then suddenly, as if a demon had possessed her, she
was all over the organ, kissing, licking slurping as it was going to disappear
before her eyes. Carrie laughed at her step-daughter’s desperation. Breaking up
was emotionally excruciating and the best way to get over it was with sex.
Free, casual sex with no strings attached.

 

“Ohmigod, Lena.” Dalton squealed. “I can’t hold it
anymore…”

 

“Let it go, genius… let your fountain flow.” Carrie
encouraged the hyperactive youth.

 

Dalton let out a loud groan and his orgasm in tandem. His
hot gush of semen shot out like a geyser in spring. Lena was taken aback, but
Carrie swooped in like a hawk, not wishing to waste any of the delicious cream.
She clamped her lips over his erupting rod, her eyes bugging, she swallowed his
jet stream eagerly, her eyes locked into Lena’s bewildered stare.

 

“Come on, girl.” She urged her step-daughter. “Get a taste
of his virgin sauce.”

 

Lena nodded and joined her step-mother in licking and
slobbering up and down the rigid shaft as Dalton kept spewing his seed. Carrie
fondled his tight balls, feeling the orbs pulsing inside. His body shook with
every burst until the last drop was sucked out of him.

 

“Mmm, that was top of the line.” Carrie smacked her lips.
“And look, he’s still got his rocket going.”

 

Lena marveled at the size and virility of her nerdy friend’s
cock. Never in her wildest dreams did she even think that he would be anything
like this. He was still hard and her pussy throbbed at the sight of it. She
glanced at Carrie and saw a knowing look in her eyes.

 

“You ride his rocket, darling.” The redhead purred. “While
I give him a taste of some ripe, juicy pussy.”

 

“You’re a crazy woman, Carrie.” Lena laughed. “But I love
it.”

 

“And you will even more… just don’t let your father know.”

 

“Never… ever.” Lena nodded and straddled the shivering computer
geek as he lay on the table stupefied.

 

His hard cock slid into her wet pussy. She gasped at the
thickness, none of the jocks she had fucked before ever filled her up so much.
Dalton’s cock surged inside her, making her belly quiver. She looked into
Carrie’s lust filled eyes, as the redhead squatted over Dalton’s face. The two
women faced each other, grinding their pussies in tandem over their hapless
pleasure giver.

 

“Oh, god.” Lena moaned, riding up and down. “His cock is so
huge.”

 

“Told you so, and you were passing this up for some stupid
jocks.” Carrie made her eyes go wide as Dalton lapped away at her pussy.

 

“This is so good.” Lena whimpered. “And I feel like
grabbing your boobs, Carrie.”

 

“Go for it, dear.” Carrie moaned. “Oh god, he’s a genius at
licking pussy too.”

 

Lena grabbed her step-mother’s breasts, squeezing them and
teasing the nipples as Carrie returned the favor. Their hands roamed over each
other’s bodies, discovering ways to heighten their pleasure. Dalton’s cock
drove Lena wild, amplified by Carrie’s tender touch, sending slivers of
electric impulses all through her body.

 

Carrie bucked her hips, rubbing her clit and pussy harder
over Dalton’s hungry mouth. She grabbed at Lena, helping the girl bounce up and
down over the foot long spear she rode. Lena could feel her orgasm rising, a
wave of body wracking sensations coalesced within her, threatening to explode.
She held on to Carrie, looking into her eyes. Her step-mother had the same look
on her face; they were going to shower their love over Dalton together.

 

“Oh, my stars…” Carrie moaned aloud, her lovely body
shuddering as she came over Dalton’s face.

 

The young man made gurgling sounds as he lapped up her
nascent juices. Lena’s excitement hit the roof; she came hard, gasping out
loud, her slender fingers digging into Carrie’s breasts. The two women, one
twice the age of the other, came in unison, whimpering and gasping, fondling
each other and the young man they exploited.

 

But Dalton felt anything but exploitation. For years he had
been lusting for Lena, but was too timid to do anything about it. He had to
thank her new step-mother for this. The woman blew his mind; she had reached
in, grabbed his inner demon and dragged it out. He wanted to do everything to
these two women… everything humanly possible.

 

“Oh, baby.” Carrie panted, getting off Dalton’s face and
kissing him on the lips. “You were magnificent, darling.”

 

“Oh, Yeah,” Lena agreed. “The best.”

 

“And I’m not done yet.” He said boldly, suddenly not so
inhibited.

 

“Ah, the ex-virgin speaks like a man now.” Carrie laughed.
“Come on, stud. I want you to fuck me now.”

 

“You got it, Mrs. Dawes.” He rose up and put an arm around
Lena, kissing her on the lips. “Get down on your hands and knees; I’m going to
do you doggie style.”

 

“Oh, so you’re a whole new animal now.” Carrie laughed.

 

“He’s the big bad wolf.” Lena joined in the fun. “He’s
going to huff and puff and fuck the hell out of your pussy, Mom!”

 

“Come on, Wolfie.” Carrie got down on all fours over the
couch. “Fill me up again with your big bad wiener.”

 

Dalton smiled at Lena, his eye glasses fogging over, and
grabbed at Carrie’s hips. His cock throbbed inches over Carrie’s dripping pussy
and he thrust at her. In his exuberance he missed his mark and ended up sliding
up the crack of her ass.  Carrie’s body shook with laughter, as Lena
grabbed his cock and guided it into her step-mother’s pussy.

 

“Oh, yeah.” Carrie moaned. “That’s the stuff… stick it
right in there.”

 

“Oh, fuck, yeah,” Dalton closed his eyes, savoring the
moist warmth encompassing his raging hard-on.

 

“How’s her ripe pussy, baby.” Lena whispered into his ear.
“Is it better than mine, is it tighter?”

 

“It’s awesome.” He groaned. “But yours is tighter and …
special.”

 

Lena felt a sense of triumph overcome her, and she wasn’t
even sure why. She had never seen Dalton in this light before but now that she
had a taste of his amazing cock, she knew he was all hers, and maybe Carrie’s,
every now and then, for making all this happen.

 

“Oh, yeah, Dally.” She purred, caressing his body as he
pumped his cock into Carrie. “I’m special?”

 

“Uh-huh, real special.” He groaned, slamming his pelvis
against Carrie’s plush buttocks.

 

“Come on, baby, come on.” Carrie moaned. “Fuck me… fuck
that hot pussy.”

 

“Uhhh… yeah.” Dalton grunted, his cock plunging ever deeper
into a woman twice his age.

 

“Yeah, Dally.” Lena urged. “Fuck her, fuck her pussy till
she creams all over you again.”

 

Dalton threw his head back, letting Lena plant kisses all
over his neck and chest as his slender hips ground into Carrie. The older woman
thrust her ass back at him with every thrust, matching him stroke for stroke. Her
red hair disheveled and all over her face and breasts, Carrie clutched at the
couch covers, her second orgasm building up within her like a volcano of
intense proportions.

 

“Oh, shit… I’m going to cum again.” Dalton groaned,
grinding away.

 

“You want that in you, Mom… Carrie?” Lena shouted at her
step-mother.

 

Carrie looked back at them through the haze of her orgasm
erupting all over her body. “Yeah, oh, yeah… fill me up, fuck me hard… oh,
hell, yeah.”

 

“You got the green light, Dally.” Lena reached down and
grabbed his cock as it slid out of Carrie’s pussy. “But first…”

 

The blonde teen hungrily popped the swollen cockhead into
her mouth and sucked on it wildly for a few seconds, bringing him to the brink.
He threw his head back, his cum racing up the shaft. In a rapid move Lena
released his cock and speared it back into her step-mother’s quivering pussy.
Dalton slammed his hips in, his small butt tightening, his cock expanding
further.

 

Carrie wailed as a hot burst of cum splashed inside her,
heightening the sensation of her body shaking orgasm. She slapped her hands on
the couch, shaking in ecstasy as streams of highly concentrated protein pumped
into her. Dalton reached over and grabbed her breasts, squeezing them to his
heart’s content.

 

Lena sat back on the table, her legs spread wide, her slim
fingers playing with an engorged clitoris. She watched in awe as her friend
collapsed on the couch over her step-mother, shaking in ecstasy. This could be
a great start to a relationship she had never dreamt of. When she heard of her
father’s plans to remarry, she was apprehensive of the kind of step-mother she
would end up with. And now she knew her fears were all in vain, crazy Carrie
had just made her life more meaningful. And her dull friendship with Dalton
wouldn’t have come to this livelier condition without her.

 

“Oh, yeah.” Carrie slurred. “We’ve got all the kinks ironed
out of this one.”

 

“Uh, Mrs. Dawes…” Dalton blushed, covering his cock with
his hands. “I didn’t think… Lena…”

 

“Dally, enough thinking.” Lena slid off the table. “It’s
time for doing... and in your case, a hell of a lot of doing.”

 

“Lena, you’ve always been my dream girl.” Dalton gazed at
her lovingly.

 

“You kids better behave.” Carrie sat up, wiping herself
with a towel. “We have another three days before Porker gets back from Texas.”

 

“Cool, Dally can crash here till then.” Lena clapped her
hands.

 

“That’s the idea.” Her step-mother nodded. “Let’s celebrate
with some champagne, before we have him for seconds.”

 

“I love this idea.” The computer wizard grinned at his two
lovers.

 

“And after that, I’m going to take you two out for a Steak
dinner.” Carried reached for the champagne bottle in the mini-bar. “We’ve got
to keep our strength up if we are going to have a three day fuck fest.”

 

The End

 

 

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