Mom wears no pants pt2

The sleepover was set. Kathy agreed to come.

"Sounds like fun," she said with a quizzical look on her face.

"Cool. The basement is really private, and it'll be just the three of us. The couch turns into a bed, so we won't have to sleep on the floor or anything."

The next day, Vicki grabbed my arm. "Come to the bathroom with me."

"Um ... okay," I said, letting myself be dragged along.

Once inside, we waited for everyone to leave. "Come in here," Vicki said, opening a stall.

I looked around and went in with her.

Immediately, her mouth was on mine. She tasted delicious and I returned her kiss. I still couldn't believe one of my best friends was a lesbian!

We kissed and let our tongues explore as our hands roamed across our bodies. I loved caressing her large boobs. She moaned softly as I squeezed them.

I felt her hand lift my skirt and go down my panties.

"You're so wet!" she said.

"I can't believe you're touching me!" I said.

"You've never been with a woman?" she said, her fingers starting to do magic on my slit.

I shook my head. "But it sure feels good!"

We kissed and she fingered me. I was getting so turned on, I worried I might cum and cry out. I lifted her skirt and touched her pussy. It felt so warm. We both rubbed each other's clits.

"Mm ... mmm ... mmm," I moaned as we made out and masturbated each other.

I was about to cum when the door to the bathroom opened.

"Barbara, are you in there? Are you with Vicki?"

It was Mrs. Henderson, our English teacher.

"I'm in here," I said.

"Okay, but hurry up. Class is starting and you're up first to present your paper."

"Okay. Just a sec. I guess I got nervous."

"Do you know where Vicki is?"

I had to cover Vicki's mouth to keep her from saying anything. "I don't."

"Well. Hurry up."

Vicki and I giggled. I hurried out of the stall and into the classroom. Vicki joined a minute later, looking flushed.

"Are you okay, Ms. Cooper?" Mrs. Henderson asked.

"I am," Vicki said, sitting at the desk next to me. "Just hot, I guess."

Vicki shot a glance at me. I put my hand on her arm and pretended to be concerned. "Let me know if you need some water or something," I said with mock sincerity.

Kathy cornered me near the end of the week. "What's going on with you two?"

"Hmm?"

"You know what I mean. You and Vicki."

"What about us?"

"Come on! People are talking. You guys are flirting all the time. Jenny even saw you kissing."

"Does that bother you?" I asked.

"Only because I feel like I'm missing out on something fun."

I smiled. "Well ... if you want to have that kind of fun, you'll love our sleepover!"

I couldn't wait for the weekend. My thoughts went between hopefully kissing Kathy for the first time, and Vicki's fingers in my pussy.

At last Saturday arrived. Kathy and Vicki showed up at the same time, but in different cars. Mom brought more snacks and ordered pizza. We all laughed together trying to keep from making a mess as cheese dripped off the hot pieces.

"Well ... I'll leave you to it," Mom said, getting up after we'd finished. "Have fun!"

She cleared the dishes and went upstairs, closing the door behind her.

We were alone.

"Now ... spill!" Kathy said as we sat on the couch. "What's going on with you two?"

I looked at Vicki and smiled. "Neither of us knew beforehand, but we got super attracted to each other last time we were together."

"I knew it!" Kathy said, sitting between us. "So ... have you ... done it?"

"Not yet," I said. "I think that's what's tonight is for -- if you want to join us."

Kathy's eyes grew wide. "I ... I've never been with a girl ... or anyone for that matter."

"Neither have we," Vicki said, slowly caressing Kathy's bare legs.

Kathy was wearing a very short skirt. When she sat on the couch, the skirt rode up so we could see her panty-covered crotch. I saw a dark patch on her white panties.

"Are you ... wet?" I asked.

Kathy seemed embarrassed. "I guess," she said, spreading her legs a bit wider so we could see. "I haven't been able to think of much else except seeing your pussies."

"Can we ... see yours?" Vicki asked, her fingers traveling up Kathy's thigh.

Kathy reached and pulled off her panties. She spread her legs and we could both see the delicate flower petals of her pussy. She was dripping with moisture.

"You smell amazing," I said, touching her other thigh.

"I do?" Kathy asked.

"We've already smelled each other," Vicki said.

"Mm hmm," I added. "We're a bit ahead of you. We rubbed each other's pussies ... but that's all ... except for the kissing."

"Kissing?"

"Yeah," I said. "Can I kiss you?"

Kathy nodded.

I leaned in, my hand travelling higher, up under her skirt, nearly touching her pussy. I placed my lips on hers. She tasted like strawberry.

"Mm," she murmured.

Her mouth opened and I felt her tongue touch my lips. I parted them and our tongues made love to each other. It sent such pleasure chills all over body that I shivered in delight.

"Ooh -- don't leave me out!" Vicki said.

Kathy broke off and turned to Vicki. The two began kissing and making out. My hand touched Kathy's pussy and she jolted, her hips rising in the air.

"I want to lick your pussy!" I said, pushing Kathy against the end of the couch on a pillow.

I pushed open her legs. I know she was very excited because of how wet she was. Her pussy scent was so intoxicating. She seemed to be nervous and shook a bit. I was nervous too, but I was so ready to taste her pussy. I was laying on my stomach just kissing her inner thighs before I even moved towards her lips and opening. I ran my tongue up and down her open lips. I could tell that Kathy was really getting excited by the way that she was moaning and squeezing her legs together around my head as I licked her.

I felt Vicki opening my legs. She pulled off my panties and started to play with me. I was trying to watch Kathy as I licked her. She had her eyes closed with a smile on her face. I could tell she was enjoying it as much me. Just then, I felt Vicki push my hips up so that I was on my knees. This not only gave Vicki access to my pussy, but I could feel my ass cheeks open up. At that moment I felt so vulnerable but also so excited. I knew that Vicki could see every detail of my pussy and ass. I got so wet knowing that she could see everything. Vicki then started to lick my pussy, and I moaned right in Kathy's pussy while I licked her. I watched her open her eyes and they got really big because she could see Vicki eating my pussy. Kathy stared down at us, and she started to moan and smile.

Vicki started to finger me while she licked my pussy. I was feeling very very aroused. My first time eating Kathy plus I was getting eaten and fingering myself at the same time. I became very aware of everything that was happening, a million things running through my head. I don't know who came first but I had a huge amount of butterflies running in my stomach. I could also tell that Kathy was cumming by the look on her face and her breathing.

"Oh!" I moaned.

"Ah!" Kathy cried loudly.

I was having my first orgasm by a mouth on my pussy. It felt different, and incredible. I could tell Kathy loved me eating her out too. Both of us shook a little as we came.

After things started to settle down and our breathing got a little back to normal, we started to laugh and we all three of us cuddled together naked on the bed. We then started kissing each other. I could taste myself on Vicki and I knew Kathy could taste herself on my lips. We didn't even bother to wipe our faces off as we just kept kissing each other.

"What about Vicki?" Kathy said a few minutes. "She hasn't cum yet!"

"We'd better do something about that!" I said.

"Can ... can I lick your pussy?" Kathy asked Vicki.

Vicki didn't hesitate. She pulled off her top and undid her bra. She opened her legs and smiled. Kathy moved down between her legs and had the biggest smile on her face.

"Your pussy is so beautiful!" Kathy said. "Your scent is so exciting!"

Kathy started eating Vicki, and I started licking and sucking on her beautiful breasts. It didn't take Kathy long because Vicki started cumming almost immediately.

"Oh! Fuck! Oh!" she cried -- so loudly I was afraid Mom would hear.

Vicki's legs bucked up and down. As she came, she pulled me in and we kissed and made out. Kathy then came up and all three of us tasted Vicki's juice on her lips and tongue and cheeks.

Later, we opened up the bed, snuggled up together and cuddled under the covers naked.

I woke up between my two best friends and now lovers. But my thoughts went to the woman I loved most of all -- Mom. I determined not to let this go on. She deserved to know and I hoped against hope that she would want to be my lover too.

Kathy and Vicki headed home before dinner. I helped Mom in the kitchen preparing our meal.

I sat across from her at the table, hardly able to eat.

"Everything okay?" Mom asked. "You look troubled. Pretty sure you had a good time with Vicki and Kathy, yes?"

"Oh yes," I answered. "It was great. Really great."

My mind went back to Kathy making me cum -- and Vicki later on in the night between my legs, sticking her tongue into my opening.

I shifted slightly in my chair. I was already aroused but mixed with feelings of anxiety over what I was about to do.

"Mom, there's something I need to talk to you about."

"Okay," Mom said, hesitantly.

"It's going to be hard to believe, but there's been something happening between us ... at night."

"Um, more than watching a movie and falling asleep?" Mom asked.

"Oh yeah. Much more. I, um, don't know how to say this, but you have sexsomnia."

Mom smiled and almost laughed. "Say what? Sex what?"

I reached out and touched her hand. "Mom, I'm serious. Look."

I opened my phone and held out an article for her to read. Her eyes grew wide.

"I ... you say I'm having sex in my sleep? With whom?"

I paused.

"With you!?" she said, a shocked look on her face. "How?"

"It started with you pushing in on me from behind. You were humping me."

"OH!"

"I could tell it felt good to you. I, um, didn't know what was happening -- I thought I needed to scratch. When I reached behind us, I felt your bush and ... touched your clit by accident."

"Oh my!" Mom said, her face turning red.

"Yeah ... and you came."

She just stared at me. "I came?"

"Yeah -- and it's been going on for a while now -- nearly every night."

Mom paused, deep in thought. "And ... did you touch me again?"

I looked in her eyes, waiting for the outrage. Her expression was blank.

"I hate to admit this, Mom, but yes. I did. I also touched myself. One night, you had your leg under mine and it ended up that our pussies touched. We came at the same time."

"Wow!" Mom said, a surprised look on her face, and maybe a little flushed. "And ... you didn't wake me?"

"I couldn't. You are a hard sleeper."

We paused and I played with my food. Mom looked away, then turned to me. "And why are you telling me this?"

I sighed. "Well ... something happened this week -- something as a direct result of our times in bed. I, um, started making love to Kathy and Vicki."

This time, Mom smiled slightly. "This I knew."

"You did? How?"

"The basement isn't as soundproof as you might think -- and it's right below our room. It's a good thing your dad is away this week. I could hear you girls moaning pretty clearly."

It was my turn to show surprise. "Oh! I, um, didn't know. Sorry if that disturbed you."

She squeezed my hand. "It didn't. The opposite, in fact. This is really going to sound terrible, but when I first heard the sounds, I didn't know what it was. I crept down the stairs and saw Vicki eating out your pussy."

"No! Mom, I'm so sorry."

"Oh, don't me," she interrupted. "My turn to admit something ... watching you ... made me wonder what it would be like if it was me between your legs."

My eyebrows shot up.

"You telling me about sexsomnia explains some things," Mom continued. "A couple of weeks ago, I started having really vivid dreams -- about you and I. We were on vacation, in the mall, here at home -- always kissing and fondling each other and making love. Last night I even dreamed we were in a lesbian threesome!"

"Really?"

"I felt so guilty that I hoped it would just go away. But it hasn't. I think I was dreaming about you and making love to you in real life -- while I've been asleep!"

We sat and looked at each other, Mom gently caressing my hand -- an action that was starting to arouse me.

"So ... what do we do now?" I asked.

"I guess that depends on you," she said. "Do you ... want to be with me ... make love with me ... when I'm awake?"

I smiled. "More than anything. But ... isn't it ... incest?"

"I guess, technically," she said. "But I think what we do in our own home is up to us ... with no labels. I just know I love you dearly and am attracted to your sexually."

This was better news than I could have imagined.

"I just so much want to kiss you now," I said.

"Then do."

We stood and I came around the table.

It felt surreal that I was about to kiss my mother, even though I'd already had sex with her. Mom took my face in her hands, gently brushing my hair away. She tilted her head slightly and moved in close.

As her lips touched mine, a feeling of arousal coursed through my body. Her lips were soft, inviting, warm. I kissed her back. Her tongue touched my lips. I immediately opened and allowed her to explore my mouth and tongue.

"Mm," she moaned.

I also held her face, pushing in more -- deeper, more passionate, more tongue.

"Wow!" I said, breaking off. "You kiss like you've done that before. Have you ever been ...?"

"With a woman? Oh yes. I had quite the time in college. Let's just say I was very adventurous. The truth is I miss the feeling of a woman's lips on mine. And now my own daughter is kissing me. It's magical!"

"I ... want to do more than kiss, you know?" I asked.

"So do I, Barb. So do I. Let's go to your bedroom, okay?"

We held hands walking down the hall. I was about to become one with my mother. And she was awake! I wasn't sure how I would do -- whether I would please her -- whether we'd feel weird.

Once inside, she turned me to face her and kissed me again. She put my hands on her breasts. I felt the hard nipples poking out. I massaged them and tweaked them.

"Mm ... oh Barbara ... mm," she moaned softly.

Her hands went to my breasts. She kneaded them and pressed in with her palms, sending pleasure signals all over me.

"Let's take this off. I want to see my daughter's breasts!"

I lifted my arms and she pulled off my top. I didn't cover up but reached behind and undid my bra.

"Oh ... so pretty," she said, cupping my naked breasts in her hands.

We'd been nude together before, but never like this. She leaned over and kissed a nipple, sending her tongue out to explore and suck in on it.

"Ah!" I cried softly.

"Now mine," she said, offering a nipple to me.

I leaned in and took the large, hard nipple in my mouth. It felt squishy. I sucked in.

"Oh ... yes ... oh," Mom moaned. "You're sucking me!"

I twirled my tongue on it, then changed breasts. She cupped the breast and offered it to my mouth. I eagerly suckled her.

I felt her tugging at my skirt. I pulled it off, revealing my scant black panties.

"I love those," Mom said. "But I want them off!"

I obeyed and pulled the panties off. Mom in turn took off her pants. She wasn't wearing any panties at all!

I saw her naked -- for the first time as my soon to be lover. Her breasts were ruddy and her nipples swollen. Her breathing deep. Though her bush was thick, I could see her pussy lips, also reddish and her labia swollen.

"You're aroused," I said, looking at her crotch.

"My pussy wants you!" she said, pulling me close.

Our naked bodies clung to each other, grinding our mounds into each other. I was feeling very aroused. My hands went to her ass cheeks, pulling them apart, then pulling them towards me.

I could feel our bushes rubbing against each other. I kissed her again -- deeply. I couldn't believe this was happening.

My hands went to her breasts. I kneaded them and felt her nipples harden.

"Suck them!" Mom said, pulling my head towards her chest.

I obeyed and took a nipple into my mouth. I sucked in.

"Ah!" she moaned.

I twirled my tongue around it.

"Oh!"

I squeezed her other nipple. It hardened even more.

"Mm!"

I felt Mom's hand move to my crotch. As her fingers touched my slit, I felt a rush of pleasure.

"Oh ... Mom ... oh!" I moaned.

"Do you like me touching you?" she asked.

I nodded. "I want it. And more."

"Then let's lie down," she said, pushing me gently.

I fell onto my back and opened my legs.

"Ooh ... you smell so good!" Mom said as she moved between my legs.

My pussy dripped with juice, which Mom lapped up as she kissed up my thighs.

"Oh ... Mom ... oh!" I moaned.

This was it. I was about to have my own mother's mouth on my pussy. We were going to consummate our relationship. The fact that we were committing incest was the farthest thing on my mind. All I knew at that point was pleasure with the woman I loved.

"Oh ... fuck, Mom ... your tongue ... you're licking me! Oh ... oh!"

She looked into my eyes, on her knees, her face buried in my crotch. She licked up and I saw her tongue dripping with my juice.

"AH!"

She went back down, her tongue entering my virgin pussy.

"OH!"

Her hand came up and she rubbed my clit -- sending extreme pleasure through my body.

"OH! OH!"

My hips rose and fell. Her tongue went up and down. Another hand came up and pressed into a breast.

"AH!"

I was about to cum.

"You're going ... to make ... me cum, Mom!" I cried. "Make me cum. Make me cum. Make me cum!"

She thrust her tongue into my pussy. I felt something wash over me. I lost touch with reality for a moment -- only knowing the pleasure my mom was bringing me. Feelings I'd never experienced started shooting across my body.

"AH ... AH ... AH ... AH!" I heard myself scream.

I held her head to my crotch as I came and came into her mouth.

"Oh ... oh ... oh ... oh!" I moaned, not wanting the feelings, or Mom, to stop.

Eventually, she came off my pussy and came up between my legs. I wrapped them around her and we kissed. I tasted my essence on her tongue.

"You ... made me cum so hard!" I said, breathless.

"I could tell," she said.

She rolled onto her back and scooted up on my bed. "No more sleep sex," she said. "I want to be fully awake when you make your mom cum!"

"Ooh -- I like that!" I said, getting on top of her.

We kissed, and I kneaded her breasts.

"Oh ... yes ... suckle me ... suckle your mom's tits," she said as I moved lower.

I felt her move underneath me, her pelvis rising and falling. I felt something slick on my stomach and realized it was her juice that I was spreading around.

"I want to taste you!" I said, moving down further.

"I can't wait!" she said.

I kissed her bush, slick with juice. I moved lower -- inexperience but motivated. I licked her slit.

She took in a big breath, "OH!"

She tasted tangy and salty. My mother's pussy juice!

"Oh, Barb," she moaned. "Oh, Barb ... oh, Barb!"

My tongue ventured lower and her juice got stronger. I parted the petals of her labia and sucked in, finding a little nodule in my mouth -- her clit.

"AH!" she cried, holding my head. "Don't stop ... right there ... oh ... I can't believe ... this is happening!"

I pushed my tongue into her opening. I made it hard, like an erect cock.

"Oh ... fuck me ... fuck my pussy!" she called, her hips rising and falling…

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