SLEEPWALKING SON'S COCK

I woke up in the early hours of the morning and felt something touching my face. Opening my eyes, I saw a dim shape by my bed, but something told me not to cry out. Almost instantly I realized it was my 18 year old son Mark. I'm 36 years old, I had Mark when I was 18 and since his father left we have been a pair. I'm petite with unusually large breasts and Mark is tall and powerful. When we're out together, people sometimes mistake us for a couple.

It was not unusual to find Mark out of his bed in the middle of the night; he had been sleepwalking since he was in his early teens. What was different about tonight was that Mark was naked, standing over me, stroking his erect penis. It must have been the tip that brushed my cheek. As he stroked himself, a drop of lubricant formed on his penis and dripped on my face. Involuntarily, I licked it and tasted his salty juice. In spite of my shock, I tried to stay calm. I knew to wake him suddenly during one of his episodes would shock his system. He would be disoriented and frightened. I lay quietly trying to decide what to do.

The size of his penis shocked me. I had no idea my son was so well endowed. His erection was huge -- perhaps nine inches long -- and the head was swollen and dripping. As I tried to decide how to manage the situation, Mark gave a low groan. "Oh God!" I thought. "He's about to orgasm. If I don't move, he'll do it on me!" I felt myself tense up. I pushed the covers back to exit the bed. The I remembered, I was naked except for a flimsy pair of panties. I didn't want my son to see me in this state, but there was nothing I could do without waking him. I noticed my big breasts were taught and my nipples felt tingly. It was ridiculous, but the situation was exciting me. I could feel myself dampening and my lower lips were swollen. I had a powerful urge to touch myself and before I knew it I had slipped my panties down my thighs.

I spread my legs and began rubbing my clitoris! I couldn't believe I was masturbating with my young son standing over me, but he was in another world and I couldn't help myself. Another thick drip formed and, without thinking, I licked his swollen head. I knew I had crossed a line, but the taste of my son's young cock and the scent of his arousal was driving me out of my reasonable mind. I felt my orgasm blossoming and tried not to cry out as waves of pleasure ran through my body. I hadn't felt anything like this in years. Raw, taboo thoughts sharpened my senses to a peak of ecstasy.

Mark continued to stroke himself above my face and I knew he would ejaculate any moment. I was still very excited and my clit throbbed, anticipating his orgasm. I moved so his cock was above my breasts. I told myself it would be easier to clean him off my chest, but in truth I wanted to feel him cum on my aroused nipples and breasts. Mark gave another groan, and dripped ejaculate on my big breasts. I dipped my fingers in his juice and rubbed it on my nipples. The intoxicating perfume of sex was all over the room. I could smell my arousal mixed with the scent of Mark's excited young body. I couldn't stop myself, I began to rub my clit again and as Mark masturbated over me, I pushed my naked breasts up to feel his naked cock touch them. At that moment, I would have let him mount me and ride me to an incestuous climax. In fact, I wanted him to, more than anything in my life up to that point.

Taboo images of Mark spreading my thighs and penetrating me flashed through my mind. I lay masturbating like a whore under him, watching him grip his huge cock as he accelerated his strokes. I writhed like a slut, wanting to be soaked in torrents of my son's cum. Then Mark moaned aloud and shot his thick man-juice all over me. He kept soaking me and I slid my wanton fingers deep in my juicy slit, picturing Mark between my thighs, filling me with his virile sperm as I came and came under him.

As Mark's orgasm subsided, I wiped his cum off my breasts with the sheet and quietly stood up. I threw a robe over myself and gently guided Mark back to his room. The covers had been thrown off and I helped him sit on his low bed. I whispered in his ear, "Lay down sweetheart", and gently helped him lay on his back. His erection had not subsided. His huge cock was standing straight up from his stomach and I tried to stifle an urge to feel his hardness. But once again, I couldn't resist. I knelt on the rug beside Mark's bed and gripped his stiff cock in my small hand. I lifted his thick shaft up to my lips and kissed it. Then I licked the slippery head, tasting his cum. My pussy was aching with desire. I pictured myself kneeling on the bed above him and sliding his huge cock between my dripping lips. But at the last moment I withdrew. I tiptoed out of his room, closing the door gently and went back to bed.

Back in my room, with the door firmly closed, I smeared the wet sheets over my breasts and my pussy. I smelled the hot scent of Mark's cum, as I imagined raw sexual scenarios and masturbated wildly. I pictured Mark entering my room and raping me. I imagined entering his room in a sheer negligee and stripping for him. That fantasy made me cum so hard I almost passed out. I thought of all the ways he might take me. Pushing my dress up over my ass, sliding my panties to the side, thrusting into me as he bent me over a chair. Ripping my bra open to suck my nipples. Fucking me in a back alley like a whore. I fingered my dripping pussy to more orgasms than I could count before I drifted off to sleep. But when I awoke, the desire was still there, stronger than ever. Then I heard a gentle knock on my door... heard another gentle knock at my door.

"Is that you Mark? I'm still in bed, come in and tell me what you need," I said.

Mark put his head around the door and looked at me, all tousled and wrapped in my sheets. He entered my room, wearing shorts and a t shirt, and stood holding the door.

"What's up?" I asked, and turned to look at my alarm clock. It was 6.30. "You're up early, aren't you?"

Mark looked at me curiously. "Mom, did something happen last night?"

"What do you mean," I asked, "We were both in bed by 10.00pm.What could have happened?"

"I don't know," Mark said, shaking his head and looking down at the carpet, "I just woke up. I had really weird dreams."

"Really?" I said sympathetically, "What about? Nothing bad I hope?"

"Well it's embarrassing to talk about, but just stuff. It was kind of about you," he said, looking very uncomfortable.

"Oh! Well yes actually, you were sleepwalking last night."

"Oh NO!" Mark said, "Did I come in your room? What did I DO?"

I sat up in bed, carefully, as I was still naked.

"Yes Mark, you came in here. When I woke up you were beside my bed."

"Oh My God!" Mark looked horrified, "But when I woke up this morning I was naked. Was I naked in your room? Did I get in bed with you?"

"No Mark, of course not! The last time you got in bed with me, you were three years old. Nothing happened. You were just sleepwalking and you came in my room. I got up and helped you back to bed."

"Was I naked?"

I smiled at him. "Yes, you were naked. But it was fine -- nothing I haven't seen before."

Mark blushed. "Oh GOD! Why? It's so crazy that I don't know what I'm doing in my sleep. I can't believe I came in here totally naked! That's so wrong! I was dreaming all kinds of things happened!"

"What things Mark," I asked, "Were you dreaming about me?"

"YES!!" Mark said, "Don't ask! Nothing I could talk about -- not PG stuff."

"I see, " I said, smiling. "Well don't be embarrassed, it's only a dream. I promise you did nothing inappropriate."

Mark still looked uncomfortable, so I went on talking, to reassure him.

"You know it's natural for you to have sexual dreams, you're at the peak of your hormonal stage. Dreaming about me in that way is natural too -- I'm the only woman you see most of the time. I'm your mother and you're comfortable with me, but I'm also reasonably young and somewhat attractive I hope! It's natural that those feelings get all mixed up in your head, so let's move on and forget about it."

I was hoping Mark wouldn't come any closer. The scent of his cum was still on the sheet I was holding against my breasts and I could smell my own sexual scent from the orgasms of a few hours earlier.

"Why don't you take a shower and I'll get up and make us some coffee," I smiled. "Go on sleepy head!"

I took a shower to wash the scent of sex off me and put on a baggy shirt and sweatpants to make sure I wasn't giving Mark any inappropriate signals. I went down to the kitchen and made coffee, toast and scrambled eggs. Mark came down, fully dressed and ate his eggs quietly. Before he left, he took one more stab at asking me what happened.

"Are you sure I didn't do anything weird?" he asked, "I will be worrying about it all day, so even if it was bad I'd rather you tell me."

I hesitated.

"Well, if you must know, you were naked and you must have been dreaming about something pretty exciting if you know what I mean. You were definitely excited."

"OMG! Oh NO! Mom I am so sorry! Did I try to do anything?"

"No Mark, you didn't do anything. It's perfectly normal and you're a healthy young male, you needed to let go of some tension and you did. All over me!"

"Are you kidding Mom? Are you saying I like masturbated on you? OMG! That's terrible!"

"Mark, please don't feel bad. If you must know it was quite flattering that you were so excited over me. You let go all your pent up frustration -- quite a bit -- and I cleaned us both up."

That night, I went to bed early. An hour later, Mark climbed the stairs, went to the bathroom and then I heard him close his bedroom door.

I lay still for a while, wondering if Mark might repeat last night's performance. I could still smell him on my sheet. I kept my eyes closed, imagining Mark's tall, muscular body standing above me. I pictured myself kneeling on a satin cushion, holding my breasts out for Mark. My pussy was swollen and tingling. I spread my thighs and stroked my clit, picturing Mark holding my ass and driving his young cock into me hard and fast. I knew how good my tight pussy would feel on him, gripping his swollen shaft and squeezing him until he exploded. I groaned and came. Then I turned on my side and fell asleep.

I woke some time later, feeling Mark's presence by my bed. I felt his cock on my face. I knew it was wrong, but I let him push in between my lips and I licked and sucked his big head. Sucking him was making me so horny that I slid out of bed and, grabbed some baby oil from the shelf. I stripped off my nightie and squirted oil over my bare breasts and rubbed it in.

I threw two pillows on the floor to elevate myself and knelt in front of Mark. I pulled his cock between my oiled breasts. Mark groaned in pleasure and thrust between my tits. I began rubbing myself shamelessly as I knelt, naked, at his feet letting him tit-fuck me. Then another fantasy ran through my mind. I squirted some more baby oil on my feet and rubbed it into the soles and toes. I lay back on the rug, stretching my bare legs out and taking Mark's cock between my oiled feet.

I tickled his head with my toes as I held his shaft between my smooth soles. I could feel his excitement increase as he thrust between my feet, panting and groaning. I touched myself as he fucked my feet, waiting for him to cum on me. I gripped his shaft between my oily feet as he thrust harder and faster and then he gushed cum over my ankles, feet and calves, his juices running down my thighs and over my smooth shaved mound.

When he finished ejaculating on me, I guided Mark back to his room and helped him lay back in bed. His cock was still fully erect, and dripping cum, but I resisted temptation. When I returned to bed I used my top sheet to wipe Mark's thick juice off my ankles and feet. I rubbed the excess over my shaved lips and lubricated my clit with his cum. His sexual scent was all over me. As I rubbed myself to orgasm, I imagined my son holding me down. I wanted him inside me; to feel his cum dripping down my thighs. I wondered what he had dreamed about me the previous night. I wished I knew his fantasies. I wanted to give him anything and everything he desired. I wanted him to use me for his pleasure. I knew my tits and ass and my scented pussy could drive him crazy. All I had to do was walk down the hall, open his door and press my soft, naked, sex-scented little body against his.

The next day, after Mark left for Community College, I decided to look in his room for clues to his behavior. He had been sleepwalking for about four years, but this sexual thing was new. I wanted to understand what might be triggering him. I didn't like to invade his privacy, and didn't want to embarrass him by asking pointed questions, so I told myself it was my responsibility to check his room.

I looked through the books on his shelves, but there was nothing unusual or hidden between the pages. I tried to access his computer, but he had a hard to crack password and I had no luck. Before I left, I decided to look in his sketch books to see if there was anything new in them. Mark is a talented artist. He draws pen and ink sketches all the time, so he has piles of drawings all over his room and sketch books stacked in his closet.

I looked through the recent drawings on his desk. They were all nature drawings, still life and sketches of people in the park. There were so many sketch books that I couldn't go through them all. I skimmed through the top few layers and found nothing unusual. I was about to close the closet, when I noticed a green bound volume under a pile of clothes. I fished it out and sat on Mark's bed.

As I opened the book at the first sketch, I'm sure my eyes widened and my mouth dropped open. It was a realistic pen and ink drawing of me. The artist was viewing me from behind. In the foreground was a large erect penis. I was depicted kneeling on the floor, naked, scrubbing the tiles. Mark had exaggerated my curves and my breasts looked massive and pornographic with dark, elongated nipples brushing the floor. My butt was also larger and rounder than life. My thighs were spread open, exposing my smooth-shaved vagina. From my lips, a drop of lubricant was about to drip on the tiled floor. As I scrubbed the floor, my head was turned, looking back over my shoulder at the artist and his stiff cock, a lascivious smile on my half-open mouth.

I took in the details in shock. Was this how Mark imagined me? When had he begun to see me in such a sexualized way? Had I been giving him signals? I turned the page.

In the next drawing, I was bending over Mark's bed, holding a thermometer as if I had just taken his temperature. This would be an appropriate motherly role, except for the way I was dressed. Mark had clothed me in a tight, sheer black nightdress. Underneath I was naked. My voluptuous breasts were poking through the thin veil, my nipples stiff and obviously aroused. My mound was also clearly visible between my thighs and my free hand was lifting the sheer nightdress to expose my swollen clitoris. The thermometer had a gradation that simply read "HOT".

"My God!" I breathed. I was remembering our recent intimacies while Mark had been sleepwalking. Were these drawings inspired by my responses to Mark or fantasies that caused him to sleepwalk into my room in the first place?I must have played a part in making Mark imagine me in these erotic ways. Had I been putting out signals before he ever entered my bedroom?

Discovering Mark's secret fantasies was shocking, but it confirmed for me that Mark had not just randomly sleepwalked into my room. He might have masturbated anywhere in the house if he was simply overloaded with hormonal cravings. Now I knew that, consciously or not, he had chosen my room for a reason. I couldn't help myself. Seeing how Mark fantasized about me was very arousing. I had not thought of myself as a sexual being for some time and Mark's drawings gave me a huge self esteem boost. Even though I knew it was wrong on every level, I stripped naked, lay back on Mark's unmade bed and rubbed my clit to a huge orgasm.

As the waves of deep pleasure subsided, I turned over and, with my nipples brushing the pages, I opened the next sketch. Again, I was standing over Mark's bed naked except for a thong pulled half way down and stretched between my thighs. I was gripping his hair and holding his face close to my exposed pussy, inviting him to sniff and kiss me.

On the next page I was handcuffed with my hands behind my back, my shoulders drawn back and my huge breasts thrust out invitingly. Mark was behind me in this sketch, slapping my luscious ass with one hand and masturbating his huge erection with the other as he came all over my spanked ass. Drips of cum were sliding down my back and dripping between my cheeks.

I dropped the book and lay back on Mark's sheets, using both hands to finger myself and rub my clit. I grabbed his pillow, stuffed it between my thighs and rode it to another explosive orgasm, squirting all over the pillowcase. I imagined him smelling me on his pillow that night and jerking off. Thinking of his beautiful young cock shooting cum over his belly, I groaned aloud as I rubbed my clit to a third explosion.

As I gently replaced his sketch book in the closet and slipped out the door, Mark's room smelled strongly of sex and pussy. I knew there were more drawings, but I wanted to save them for my next visit. Seeing myself through Mark's eyes had opened a new door inside me. I had a strong desire to be the woman Mark was dreaming about. I felt the power of my sexuality in a way I never had before. Imagining how I could use that power over my son made my fantasies run wild.

I also recognized, that in the drawings I had seen so far, Mark had not crossed the line by depicting us having penetrative sex. All the images were of teasing and masturbation. I decided I wanted to go shopping online. I went to my computer and started looking at images of women in lingerie, bodystockings, heels and sheer underwear. I pictured myself wandering through the house in these skimpy outfits. Whatever Mark wanted, Mark would get. After all, I'm his mother.

n a few days, the packages arrived. I couldn't wait to open them. I carried them up to my bedroom and tore open the first slim parcel. Inside, wrapped in tissue was a full length sheer nightie in black nylon. I unzipped my dress and shook it off. Then I unfastened my bra and slipped off my panties. I turned and checked myself out in the full length mirror. My cycle was at the stage where my breasts were swollen and firm. I spread my thighs; my pussy lips were also unusually plump. I remembered the images my son had drawn, particularly the one of me in lingerie bending over him. I ran my palms over my nipples and felt a tingle of pleasure running down to my clit.

I wanted to masturbate, but instead, I stood in front of the mirror, imagining my son was watching me. I slipped on the sheer nightie and pulled it down, seeing how it clung to my nipples and thighs. This was how Mark wanted me. I smoothed the nylon over my jutting breasts and pulled it tight. My nipples stuck out through the dark, transparent nylon. I lifted the hem up my thighs to expose my pussy. I imagined Mark watching me through a concealed camera and drawing me. Did he jerk his cock over the images he drew of me?

I was getting wet between my thighs and I didn't want to soak my new nightie, not just yet anyway. I took it off, folded it and put it in my drawer. Then I opened the next package, a black nylon bodystocking with an open crotch. I wriggled into it and posed in front of the mirror, after adding some black pumps that accentuated my nylon encased ass. This outfit would drive Mark crazy. Without having to undress me, he could bend me over and...

In a dreamy erotic haze I tried on more underwear until, catching sight of the clock by my bed, I realized Mark would be home soon. I had meant to look at more of the images he had drawn while he was out. Now I was almost out of time. I was wearing a sheer gown with lacy trim that left nothing to the imagination. I tied it around me and went to Mark's room.

I lay on his unmade bed and opened his book of drawings. Hurrying past the pictures I had already seen, I found a new image and gasped out loud. In this drawing, I was lying on a bed, naked except for a pair of pantyhose. My hands were gripping my breasts, which Mark had drawn several sizes larger than life. Mark was standing over me with a stiff erection. I was stroking his cock between my stockinged feet and he was spurting over my breasts.

I looked in disbelief. This was a version of what had really happened the last time Mark had "sleepwalked" into my room. He had added the pantyhose, but otherwise this was not a fantasy. I was mortified. How could I have let hims fool me like this? Had his sleepwalking been an act from the start? Or did he realize at a certain point that I was used to his late-night wanderings and he could get away with coming in my room naked and jerking off on me. Did he think it might turn me on? Did he imagine I would go along with it? If so, he had been right! Now here I was, dressed in lingerie, laying on my son's bed, ready to masturbate over the pornographic images he had drawn of me.

I turned the page. In the next image, Mark was laying on his bed naked and asleep, sporting an erection. I was kneeling over him in a sheer, baby doll nightie, my breasts hanging over his face. I was inserting the head of his cock between my pussy lips, my face thrown back in ecstasy. The next image was a continuation of the scene. This time I was riding Mark's cock and he was gripping my ass, and thrusting up into me. One breast had burst out of the nightie and Mark's mouth was on my nipple. On the small of my back above my ass were tattooed the words: SLUT MOM.

Tingles of pleasure ran through my clit. I pulled the robe open and lay back on my son's bed. The idea of Mark fantasizing about me as his sex slave was arousing me more than I could have imagined. We were alone in this house. He was at his sexual peak. I could satisfy him in every way imaginable, dress in lingerie around the house, drive him up the walls with desire, have him fuck me until my pussy hurt. As these images filled my imagination I was spread out on Mark's bed, naked except for a sheer robe, rubbing my clit and pinching my nipples. He was due home any minute. What if he found me like this? Would he have to mount me on the spot? I groaned and came. As my climax subsided, I gathered myself together, slipped Mark's drawings back in their hiding place and went back to my room.

That night I cooked a lasagna for Mark and went to bed early. I tried on the rest of the lingerie, touching and teasing myself in the mirror until I was very aroused. I was at a very horny, fertile stage of my cycle. If someone penetrated me and pumped their seed in me, I could easily get pregnant. That was so taboo, but it aroused me even more. I finally decided on the sheer black nightie. By the time I got in bed I was dripping wet. I could have made myself come just by playing with my nipples. It was hard to resist the temptation to touch myself, but I finally fell asleep.

I woke up a few hours later, feeling Mark standing over me. He was pretending to be asleep and he was rubbing my nipples with the head of his penis. Pretending to be asleep, I moaned and parted my thighs. "Oh baby," I said in a sleepy, little girl voice, "I'm horny."

Mark groaned and ran his hands over my breasts. He leaned over me and sniffed my bare pussy through my nightie. Then he slid his hand between my ankles and lifted the nightie up over my thighs. I waited in suspense and at last he slid his finger inside my wet slit. "Oh yes," I moaned, "So horny!"

Mark moaned and climbed on the bed. He got between my legs and then he was inside me, filling me. He groaned in pleasure as he moved in me. He gripped my ass and pumped me gently as I kept talking sleepily in his ear.

"Oh yes baby! Cum in me! Oohh!".

Mark gripped my ass tight and moaned aloud as he squirted his pent up load deep into my womb.

"Oh yes," I whispered in his ear, "Did that feel good? Did you like Mommy's pussy?"Next day I slept late. When I awoke, Mark was gone. I took a long shower and dressed casually in a t-shirt and shorts with no underwear. I was just making coffee when my phone rang. I saw it was my friend Alice.

"Hey," I said, "This is a surprise, I thought you were in Spain."

"I was," Alice said, "I just got back this morning and somebody broke into my house while I was gone."

"Oh no! Are you ok?"

"Yes, I'm fine but it feels weird here right now. The workmen are repairing the window but it's just scary that someone was in my place. I don't even want to be here right now. I was wondering if I could stay with you for a day or two until I can deal with being here?"

"Of course Alice, come right over! Don't even pack, just come right away and I'll lend you clothes. We can watch movies and drink wine and eat ice cream. Just come right now!"

"Oh thank you sweetie, I knew I could rely on you. I'm actually in my car on the way there, so I'll be at your house in ten minutes. Love you."

"Love you too!"

I had known Alice since we were kids and she is my dearest friend. She's in her late thirties and divorced for about a year. Alice is also rich -- really rich. Her ex, Sam, was a nerd and a software genius who made billions when he sold his start up. Alice has always been drop-dead gorgeous with a curvy body that men drool over, and Sam couldn't believe his luck when she first went out with him. Next thing they were married. Then he turned out to be quite controlling. He made her promise they would never have kids. Alice agreed at first, to please him, and then regretted it. He got her to have plastic surgery to enhance her already big breasts -- he was trying to turn her into Pam Anderson, and she went along with it for a while. But she got tired of being his sex doll and wanted to have children. I guess by then he had already found a younger model and he divorced her and gave her their fabulous house and hundreds of millions that he peeled off his stack. Sam was basically a good guy and he loved Alice, so he took care of her in the settlement. Since then, she has done a lot of traveling but hasn't found the right man to father the kids she wants. All the guys she meets seem to be gold-diggers looking for a sugar-mommy.

My doorbell buzzed and it was Alice. I invited her in and gave her a big hug. She looked fabulous -- with a deep tan and her golden locks in a beautiful expensive cut. But I could see she was shaken up.

She had brought lunch in carry out bags and a couple bottles of some great red wine. We ate and had wine and she seemed to relax. I could see the tension go out of her face.

"Oh God, " she said, "I feel so much better here with you. Being at my house alone right now is just creepy. I can like feel the presence of whoever was there in my house." She shuddered, "It makes my skin crawl. If I'm honest, I really want to just sell that house, and never go back there. It's so full of baggage from Sam and I. It would be liberating. Anyway, enough about me, what's going on with you?"

Maybe it was the two glasses of wine we'd had, plus the fact that Alice is the only person in the world I could talk to about what had been happening with Mark, but I took a gulp of wine and started in.

"You know how Mark has been sleepwalking for some time now, right? Well..." I paused, wondering if I could do it, and took another big drink, "last week I woke up at about 2.00 am and Mark was standing by my bed... naked. With an erection.'

"OMG," Alice breathed. She was totally drawn in, "What did you do?"

"I was half asleep, and either I had thrown the covers off in my sleep or Mark had pulled them back before I woke up, but I was exposed and Mark began stroking himself, right over me."

Alice's eyes were wide, and she moved closer to me, like we were whispering. "Oh wow! Did you try to stop him?"

"Well I've always been told when someone is sleepwalking you should never wake them."

"Yes! I've heard that too! So you just had to lay there! Oh my God" Alice was spellbound.

"Yes and I knew if I woke him while he was naked in my room and vulnerable like that it would be so embarrassing for Mark. It was better to let him finish and take him back to his room."

"Yes of course!" Alice was nodding her head and searching through her giant leather purse. "I have to smoke a cigarette! Do you mind?"

"No go ahead, I might join you," I said.

We lit cigarettes and Alice poured more wine.

"Ok. Ok." she said, taking a long drag, "So you're lying there, not able to move. Did he... you know?"

"Yes! Mark masturbated to orgasm and came all over me. I was soaked. It was everywhere -- on my breasts, my face, my hair. He just kept squirting like a fountain..."

"Oh my God! Yes, he's... what age is Mark again?"

"He just turned 19, and he's not seeing anyone as far as I know, so he's... you know pent up..."

"Oh God yes!" Alice exploded, "He's at his peak! His sperm must be so healthy, he probably has pints... stored up in there! Oh God! So what happened next? Is this going where I think it's going? How did you feel? Were you excited?"

"Well the next night or the night after, I woke up again with him by my bed, fully erect."

Alice groaned and held my wrist. She was opening and closing her thighs.

"Alice, he was rubbing himself on my breasts. I couldn't help it, my nipples were hard and I was so aroused. I know it's wrong but he was so big and hard. I had to touch it!"

"Oh I don't blame you girl! I'd have done the same! And more!" Alice was breathing hard. "Go on dammit! Go on!"

"So I ended up masturbating him with my hands and feet. He came again all over my legs! And when I led him back to bed he was still hard as iron! It was all I could do not to take advantage!"

"Oh fuck that's so hot! You gave him a foot job! I wouldn't have your self control! Oh my god his cum must be so thick and healthy. I can't help it! I want Mark to give me a baby! So tell me honestly -- have you fucked him?"

I looked in her eyes. "What do you think Alice?"

"Oh God! Good for you girl! He's a young stud with raging hormones and you're a beautiful woman. Being around you every day must drive him crazy. He wants your body and no woman in the world could be so sensitive to his needs as you. You're the perfect woman for him! Listen darling, I am so hot and sticky. Would you take a shower with me?"

I knew Alice needed to get off and she and I had been lovers on and off since our teens. When we were between men, we knew exactly how to please each other. But we hadn't been together since her marriage to Sam.

"Oh yes," I said, "I'm so ready too. And I haven't seen your new breasts yet! Come on upstairs."

We went in my bedroom and I pulled off my shorts and t shirt while Alice undid her dress and removed her bra and panties. She gave me a seductive look as she pulled the heavy lace bra off her breasts.

"Oh God!" I gasped, "They're amazing!"

Her new breasts were huge and perfectly firm. They jutted out, pale and smooth, with the tips fully erect.

"And don't forget this," Alice breathed, spreading her smooth shaved lips and fingering her giant clit. Since we were teenagers, Alice had a huge clitoris that stood out like a small erection when she was horny. She loved to be edged and teased and she would orgasm wildly and repeatedly.

I ran the shower and I covered her big breasts in a creamy body wash. I caressed them and worked the bubbles into a foam all over her body. When I had rinsed the soap off her I began kissing and teasing her nipples as she moaned and leaned back against the tile. I was fingering her juicy slit and brushing her big hard clit with my thumb, bringing her up to the edge and then taking my fingers away.

"Oh God, you're driving me crazy, get down on your knees and lick my clit you incestuous slut!"

I knelt between her gorgeous tanned thighs and sucked her stiff clit gently between my lips, brushing it with the tip of my tongue. When I felt her climax approach I pulled away and she groaned and cried out in frustration.

Then I began to kiss her clit lightly and slide my tongue up inside her. She gripped my hair and help my face close to her pussy.

"I'm going to piss! I'm going to piss on you!" she cried. I put my open mouth close to her opening and separated her lips. Then the warm pee hit me and I swallowed her sweet pee as it streamed down my chin and over my breasts. I was getting very hot, smelling her piss as it poured over my belly and my clitoris. Alice caressed my clit with her pretty, perfectly manicured toes and I let go, screaming and moaning. Then I sucked her swollen clit until she came in a wild, writhing orgasm, soaking me in her juice.

We toweled each other dry with my big soft white towels and lay on my bed, caressing each other and whispering our dirtiest fantasies in each other's ears.

"I want your son to breed me until the cows come home," Alice whispered. "I want Mark's cock inside me. I need his young, thick cum swimming all over my womb. How do you feel about that?"

"Oh God!" I said, "I know Mark would kill to get at those tits of yours! You can fuck my son tonight if you want, after all, you're family!"

"Really?" Alice whispered, " You're not just saying that because we're horny? How about if I sleep in your bed tonight and see what happens?"

"Ok," I said, "But only if I can watch from the closet!"

"Of course darling! That's even hotter! I love you and I will do anything for you. I swear, anything you and Mark need, I'm here for you forever. Now let's get ready. Mark has to think I'm sleeping in the spare room, but when everyone's asleep, I'll come in here. Let's put a chair in the closet for you, so you're comfy while you watch us."

And so the scene was set. That night we ate together and Alice could hardly control herself. She kept bending over and flashing her breasts at Mark. He couldn't keep his eyes off her all night. We drank wine together and Mark had one glass. Then at ten, Alice started yawning theatrically.

"I need to get to be," she said, "Just come up and show me where everything is."

I took her to the spare room and we acted like Alice was getting ready for bed. I had sneaked some of my lingerie in there for her. I had already told her that Mark seemed to like me in sheer lingerie, and it would help create the illusion that she was me. Alice undressed and I helped her put on a short, white baby doll nightie. Her breasts poked through deliciously and I caressed her nipples through the sheer nylon until they were stiff and hard.

"Ok Alice," I called so Mark could hear, "Sleep well! I'll see you in the morning. I'm so tired, I'm going straight to sleep. Good night Mark!"

I took Alice's hand and drew her silently down the hall to my room. She got in my bed and pulled the sheets back so she was fully exposed. I entered the closet and pulled the door almost shut, leaving just enough space to see Alice. The room was dark, but my eyes soon got used to the gloom and I could see Alice, spread on the bed.

Soon we heard Mark's bedroom door close. Then we waited. And waited.

I had almost dozed off in my chair, when I heard my bedroom door open gently and Mark entered the room. He approached the bed, naked, his erection pointing to the ceiling. I tried to keep completely still as he leaned over Alices body and began to caress her breasts with his cock. Alice acted like she was sleeping soundly as Mark slid his cock between her pale globes. He pressed her breasts together around his cock and I saw his muscular thighs moving rhythmically as he began to tit-fuck her.

Watching Mark and Alice was making me very wet and aroused. I spread my thighs and caressed my swollen clit.

As Mark rubbed his cock between Alice's breasts, she spread her legs and began caressing her clit through the sheer panties. She was now breathing heavily and I saw her put her hands on Mark's thighs and pull him down on the bed beside her. Now Alice drew his face to her breasts and Mark began to kiss and suck her nipples. Alice was panting and moaning. She drew him between her thighs, pulled the little panties aside and guided his stiff cock into her slit. "Oh Mark," she whispered, "Please fuck Mommy. I want your cock baby."

I watched Mark mount her and I almost groaned with pleasure as he slid into her. Alice had never had a child. I knew her pussy must feel deliciously tight on his young cock. I was stroking myself and fingering my slit. I tried to time my orgasm so I'd come with them and their groans would drown mine. Mark was giving Alice the fuck of her life and she was whispering encouragement.

"Shoot your cum in my hot pussy baby. Give Mommy all your thick cum. Breed me Mark!"

Mark gripped Alice's ass, lifted her off the bed and pounded her. She was screaming with pleasure as he fucked her. Then he roared and orgasmed inside her. I came hard, trying to stifle my own moans.

Mark seemed to sink into a deep sleep as soon as he had finished. Alice held his face between her breasts and we both stayed silent for a long time. Finally I slid the closet door open and came over to the bedside. I gestured silently to Alice that we would help Mark back to bed. She extricated herself from his sleeping form and slid out of bed. Then we both helped Mark to his feet and led him gently back to his room. We settled his sleeping body on his bed and pulled the covers over him. Alice couldn't keep her hands off his muscular arms and I had to pull her back before she began stroking his still rigid cock.

We sneaked back to my bed and I pulled off her soaked panties and slid down between her thighs. The scent of Mark's body was all over her skin, and his cum gushed from her freshly fucked cunt. I licked his salty cum off her and pulled her ass cheeks open. His cum had leaked between them and I pushed two fingers deep in her lubricated ass. She moaned with pleasure as I fingered her asshole and caressed her giant swollen clit until she came in deep spasms. Then we lay in each other's arms, smelling of well fucked pussy, cum juice and young cock. Life was good.

When Alice woke up on Saturday, her friend had already left for the gym. She was still wearing her lingerie, and she lay in bed for a few minutes, gently caressing her nipples through the sheer white nylon. She loved the feel of her new breasts; they were so big and firm, made to make a man horny. Just touching them turned her on. She opened her thighs wide, as if inviting a man to fuck her, and slid one hand down to her large clitoris, which was already swelling between her lips.

Alice threw back the covers and slid her thin panties down her thighs. Her sleepy pussy was swollen and sticky and she could smell her hot sex scent. She thought of Mark pounding her a few nights ago. He had cum so much! She wanted to be bred by his young cock and fertilized by his thick cum. She imagined herself with a baby bump... her belly swollen and at full term... her tits huge... giving birth... feeding a newborn... her nipples dripping milk.

The idea of being pregnant to a nineteen-year-old teenager at the height of his vitality was so erotic. It was like being back in high school, but with the sexuality and experience of a mature woman. She could fully enjoy a young man's lust. Mark's sperm was so healthy and it would be her first child! Her baby would be perfect! She imagined Mark in bed with her after she had fed their baby. He would caress and suck her nipples and drain her swollen breasts if the baby couldn't finish all her milk. The thought of feeding Mark her breast milk made her clitoris tingle.

Alice spread her thighs wide on the bed, imagining Mark sucking her tits and fucking her. She slapped and touched her pussy and caressed her swollen breasts through the nylon teddy. Then the door opened wide and Mark was standing there in a t shirt and underwear.

"Oh sorry," he mumbled, half heartedly putting a hand over his eyes.

"God Mark, I didn't know you were home!" Alice was surprised, but she didn't make much of an effort to cover herself. The sheer teddy left nothing to the imagination and Mark's eyes were roaming all over her body, taking in her swollen clit, her inviting thighs and firm breasts. Alice let him feast his eyes on her, enjoying the sheer lust on his face.

"I was just looking for something, sorry, I'm going to take a shower now!"

Mark retreated and closed the door gently behind him. Alice lay back on the pillows, unable to stop smiling. "That will give him something to think about in the shower!" She continued to caress herself, but now the thought of Mark stripping off in the bathroom was filling her mind. "I'm going to give him what he's fantasizing about," she decided.

Alice slipped off the bed and examined herself in the mirror. Her hair was disheveled, but otherwise she was the perfect image of a hot MILF in lingerie. She straightened her hair, posed in front of the mirror, and then walked confidently down the hall.

The bathroom door was locked, but she could hear the shower and she knocked lightly. After a few moments hesitation, she heard Mark unlock the door. He was naked and dripping as he poked his face out.

"Do you need something?" he asked.

Alice pushed the door gently and inserted herself into the opening.

"Yes," she said, "I need to take a shower and I thought we could save water. There is a drought you know!"

Alice removed the sheer teddy an d dropped her panties as Mark watched, open mouthed. Then she stepped into the shower.

"Are you cumming?" she asked. "I want you in here with me. We need to make the most of the hot water!"

Mark was still holding a razor and his man parts were half-soaped. Alice realized she had interrupted his manscaping. Mark's cock was half erect and his pubic area was partly unshaven.

"Let me help you with that," Alice offered, "I'm an expert at hair removal."

She took the razor from Mark and soaped around his swelling cock.

"Just lay back against the tile, relax and let me do this," Alice breathed, "I promise not to nick you."

She knelt in front of Mark, her large breasts touching his cock as she soaped and shaved his pubic area. She reached between his thighs and soaped his tight ball sack. Mark groaned with pleasure as she shaved him gently, following the curves and folds until he was completely smooth. She cupped her hands for water and rinsed him. Then she licked his smooth scrotum, feeling his big full balls moving under her tongue.

"Mmm," she thought, "Full of young cum and ready to fertilize me!"

Alice gently gripped Mark's stiffening cock and pushed it to one side as she shaved off a few stray hairs. A big drip of pre cum formed on the swollen head. Alice licked his shaft, enjoying the taste of his manhood for a few minutes. Then she stood up, and pressed her body against his.

"You're very aroused Mark," she whispered, kissing him lightly on the lips, as she pressed against him. " If I go on touching you, you'll cum all over me. I'd love that, and you need to release that pent up stuff, but I don't want to waste your precious cum. Will you please put it in me and fuck it out?"

Mark groaned with pleasure as Alice lifted one leg and pushed the head of his stiff cock into her tight, juicy sheath.

"Oh baby, you're so hard," Alice moaned. "Pick me up stud! Fuck me stupid against the wall."

Mark put his hands under Alice's thighs and lifted her easily. He thrust between her thighs and sucked her jutting nipples.

Alice was beside herself with lust. "Oh yes baby, suck my big tits! Shoot your load in me! Oh God you're splitting me open with that thing!"

The dirty talk and the feel of this experienced, sensuous woman submitting to his thrusts, made Mark feel like superman as he pounded and possessed her body. Alice kept whispering her dirty desires in his ear until suddenly he roared aloud and exploded inside her. Alice moaned as she felt Mark ejaculating in her womb, imagining his thick cum fertilizing her egg.

As he released her, she clung to him, kissing and caressing his face, his shoulders and chest. She had never felt so aroused by a lover. She wanted to please him and feel him ejaculate in her, breed her again and again.

"Oh Mark," she whispered, "I'm yours. Take me in the bedroom and do what you want with me."

Alice pulled Mark out of the shower and toweled him dry. Then she quickly dried herself and led him by the hand back to her room.

They lay on the bed and Alice pressed her body against his. "What can I do to please you? Do you want me to suck your cock? I'm your slave darling. At your service. Please use my pussy and my tits and ass anyway you want."

Mark was fully erect again. This beautiful, voluptuous older woman was submitting to him and he felt mighty and sexually dominant. He pulled her head down and forced his cock into her mouth. "Suck me," he commanded. Alice willingly submitted to her new lover. She licked and sucked him to the edge of orgasm, then backed off, lightly licking his swollen head and tasting his pre-cum, edging him expertly, feeling the twitches and waves of pleasure run through his cock.

"Oh God, " Mark groaned, "I'm so ready to cum, just suck me off and let me shoot it in your mouth."

"Of course, Master," Alice whispered, sliding his hard cock deep into her throat, and gripping his ass, pulling him in as he fucked her mouth until she felt his spurts on her tongue.

As Mark ejaculated, Alice swallowed his load, loving the taste and texture of his thick sweet cum. As he relaxed in the afterglow, Alice pulled his face between her breasts and let him nuzzle her. Her clit was throbbing, but she didn't want to satisfy herself yet, she was too focused on giving Mark pleasure. She caressed his chest and lightly gripped his half hard penis, feeling him quickly regain his full erection.

"Oh my God Mark, you are such a stud," Alice whispered, "I've never seen a guy get hard so quickly. Can I get on top and put it in me? You rest, stud, I want to cum on you and soak your big cock with my juice."

Alice mounted Mark and slid his stiffening cock into her tight slit. She moaned as he pushed up into her, his hands gripping her ass. He pulled her cheeks open wide and caressed her little hole.

"Oh yes stud, finger my ass and fuck my pussy. Use me. I'm your slave. 24/7. Any time of night when you wake up horny in your bed, just walk down the hall, pull back my sheets and stick it in me. It doesn't matter if I'm asleep. My pussy's always ripe and ready for you. I'm here to serve you. Do you like my pussy and my tits baby? I'm your slut, here to please you."

Mark slammed into her, more aroused than he had ever been by this mature woman whispering her dirty desires in his ear. Alice's pussy was stinging and tingling from the rough fucking but she wanted more and more. She had never felt so sexually submissive or so aroused. When she said she wanted to be Mark's slave, she meant it with all her heart. She wanted him to dominate her and fuck her like a cheap whore. She felt his finger moving deep in her ass and she came in a flood of juice, soaking Mark's cock and balls with her sweet honey.

As they lay still, smelling of fresh cum and pussy juice, they heard the front door open and Mark's mom called out, "I'm home! Anyone up yet?""Come up Jane," Alice called. "Mark and I are waiting for you."

Mark heard his mom on the stairs and panicked. He didn't want his Mom to see him naked in bed with Alice.

"What is she going to..."

"Don't worry," Alice whispered, patting Mark's thigh. "Jane's a big girl."

The door opened and Mark's mom, Jane, stood with her hands on her hips, looking at Alice and Mark, their naked bodies half covered by a sheet. Mark was uncomfortable, while Alice grinned wickedly at her friend.

Jane was dressed in jean shorts and a cut-off tee shirt that exposed her tan belly and hung taught over her shapely breasts.

"Mark," she said, "Tell me the truth. Have you been faking it with the sleepwalking? Just be honest and I won't be mad."

"Uh..." Mark looked down. He had been dreading the day when this conversation might happen. But now that it was out in the open it felt like a relief. He looked up and met his mom's eyes, "Yes. I was faking. All along. I was so attracted to you! I couldn't help..."

"Ok," Jane said, breathing a sigh of relief, "Don't apologize, I liked it just as much as you, if not more. So now we can stop pretending, can't we?"

"Yes we can," Alice sighed, "Now take off your clothes. Show us what you got under there, Mom!"

Jane unbuttoned her shorts at the waist, unzipped the fly and slid the tiny cut off jeans down her thighs. Her swollen pussy bulged in a black thong. Mark could smell his Mom's special scent and he was instantly hard.

Alice was a MILF from Heaven, but Mom's body, her smell, her luscious skin, her huge breasts capped with mauve-pink nipples, she was sexy on a whole other level. She brought him to new heights of hardness.

Jane lifted her t shirt, exposing her jutting breasts, encased in a black bra. She pulled the t shirt over her head and ran her hands over her body.

"Do you like when Mom undresses for you Mark? Do you like seeing Mom naked? Did you want to come in my room that night and jerk off on Mom's tits?"

Mark nodded like a puppy dog as Jane half-chanted, half-purred this incestuous litany.

Jane caressed her nipples through the lacy cones.

"I can't wait to get out of this bra. My breasts are swollen tonight, It's my fertile time of the month. If you cum in me tonight, I could get pregnant. I can feel it. Do you want to give Mom a baby?"

Alice watched Mark's cock harden as his Mom teased him.

"He likes that idea! He's hard as iron for you, Jane!" Alice breathed, "He fucked me good and hard, but he's bigger and harder than ever for you."

"Let me see," Jane whispered.

Alice pulled back the sheet and revealed Mark's rigid cock at full erection.

"Is that how you feel about your Mom?" Jane teased as she undid her bra and slowly removed the black cups from her pale breasts. Her nipples stood out stiff and erect.

"Mom's nipples are so sensitive, Mark" Jane licked her lips as she eyed Mark's cock. "Would you like to fuck my tits or just fuck me?"

"Oh Jane, you're smoking hot," Alice moaned, " And Mark is so hard. Are you going to give him what he wants? I'm so horny right now. I've been fantasizing since I arrived about seeing you two!"

Mark's mom pushed her black panties down her thighs and stroked her smooth-shaved mound as her son stroked his rock hard cock.

"Is this what you want Mark?" Jane purred. "Mom's pussy? Do you want to watch me masturbate? I masturbated after I put you back to bed, those nights, smelling your hot cum all over me. I loved waking up with you standing over me, rubbing your cock on my nipples. I came so many times, thinking about you holding your hard cock over my face. Did you want me to give you a foot job in my black stockings? I saw your pictures, you know. I masturbated over them with my thighs spread wide on your bed. If you'd come in and caught me, you could have fucked me then. Mmmm. We can do so many things now that it's all out in the open. What do you want to do to me first, Mark?"

Jane knelt on the bed, naked, touching herself as Mark knelt in front of her his stiff cock pointing straight at her.

Alice gently gripped Mark's cock and rubbed his head on her friend's slit. Teasingly she caressed Jane's pussy as lubrication coated the tip of Mark's rigid cock.

Jane groaned with pleasure as Mark's velvety cock brushed her clitoris.

Alice held Mark's cock between Jane's pussy lips. She had been fantasizing about watching Mark fuck his Mom and now the consummation was close.

"I want to put him in you baby." Alice murmured in Jane's ear, "Are you ready to take your son's naked cock? Do you give Mark permission to ride you bareback and shoot his cum in your womb?"

"Yes, oh yes" Jane closed her eyes and moaned as Mark's cock slid through Alice's fingers up inside her.

Alice's fantasies about Mark breeding her had affected Jane. At 36, she was the perfect age to have a second baby. The thought of Mark impregnating her with his beautiful cock had been swirling in her mind all day. Her son's seed filling her womb and making a beautiful child. It was perverse and insane, but she was deep in this fantasy as Mark penetrated her to her depths.

"O God!" Jane moaned, "I love how your big cock feels."

Alice watched Jane and her son writhe in taboo ecstasy. She still held Mark's rigid shaft, feeling him twitch and pulse in his mother's dripping, fertile slit.

"Oh Yes!" Alice cried out, "Fuck her Mark! Give her your baby too!"

"Oh yes Mark," Jane cried out, "Cum in me! Give Mom your baby!"

Mark couldn't believe what he was hearing, but his Mom's words drove him to a massive climax. He groaned and ejaculated a huge load in his mother's womb.

Six weeks later, Jane and Alice missed their periods and went to their gynecologists. They were both pregnant. Alice was ecstatic. Her ex, Sam, had made it a condition that they would never have children. At the time, Alice agreed, and in her twenties, she loved the freedom and access that marriage to a billionaire gave her. They travelled at any time with no children to think about. They lived with nothing to consider but their own pleasure. Then Alice turned thirty, and realized with a cold certainty that this was her last decade to have children. Suddenly, the trips to Bali and Florence, the shopping and thrill seeking, seemed empty and lifeless. She wanted to feel life growing inside her, she wanted to experience the pangs of birth and the warmth of a baby nestling in her arms.

She tried to persuade and then manipulate Sam to reconsider, but he had been honest when he said he didn't want kids. In the end, they divorced amicably. Sam understood Alice's need for a child and he truly loved her, so he let her go. He was a generous man, and in the settlement, he gave her almost a third of his fortune.

Alice was free to have her baby, but finding the right father proved elusive. She didn't want to have sex with random men to get pregnant. How could she feel good about having a stranger's baby? Then the break-in happened and Alice came to stay with her best friend Jane and her son Mark.

Hearing about Mark's sexual exploits with Jane turned Alice on powerfully. The taboo thrill of being near a son and mother who were having sex awoke her wildest fantasies. She imagined Mark's hard young body, his aroused cock shooting semen on his mother's breasts. Alice wanted to feel Mark's lust for Jane directed on herself, and Jane helped her live out the fantasy with her "sleepwalking" son.

After having sex with Mark, Alice began to see him as the perfect candidate to be the father of her child. Alice adored Jane and she jokingly said that if Jane had a cock, she would want her to be the father of her child. Mark was the next best person. He had his mother's genetics and his youth and virility made his seed supremely healthy and potent. Alice decided: she wanted Mark and no-one else to fertilize her. Then Jane caught the breeding bug from Alice. She realized that she also wanted to become pregnant by her son.

In the first six weeks, Alice had morning sickness and cravings. She had been a vegetarian for years, but suddenly she craved Big Macs. She had a strong revulsion to the cruelty and horror of factory farming, however, so she never broke her vegetarian diet. Instead, she took Mark to drive-thru's and bought him Big Macs. While she gobbled fries and sucked on strawberry milkshakes, she watched with a feral intensity as Mark devoured his Big Mac.

Alice also became extremely emotional. One day Jane found her sobbing in her room.

"What's the matter?" Jane asked, full of concern, "We are so hormonal, aren't we?"

Alice stopped crying for a moment and managed a weak smile.

"Yes we are! I was just thinking about my mom!"

"Oh honey... What were you thinking about her?"

"Well you know she died at 46. Breast cancer. What if I go like her and have to leave my baby." She started sobbing, "What will happen to. my poor little child, Jane?"

Jane held her sobbing friend close. "Darling that's not going to happen! You'll outlive us all, with your fruits and veggies and Swedish muesli. You know you're the biggest health nut on the planet, don't you?"

"I know," Alice managed another smile, "but what if I do, Jane, what if I have an accident and die young? Will you promise to take care of my baby -- you and Mark -- and love her (or him) like your own baby? Please darling, you're the kindest woman I know. I could only trust my child to you. Please promise me! Please say it!"

Jane's heart melted for her friend.

"I promise Alice, on my life, if anything ever happens to you, which it WILL NOT, I will adopt and love your child, or children if you have more. I will take care of him and love him always."

"Oh thank you darling," Alice burst into a new fit of tears and then began laughing, "You don't know what this means to me. I know I'm half crazy with hormones, but this is the most important thing in the world to me right now. I'm so lucky to have you and Mark."

"Now listen," she said, turning on a dime to a brisk, businesslike tone. "Change of subject. Let me talk please darling and don't interrupt. I'm obsessed. First, my house: I'm never going back. I put it on the market this morning, and got three offers in the first few hours. I'm taking the best one, and they were all good. Turns out, it's a fantastic time to sell! Second, I love your house, but you know as well as I do it's too small for us and two more children. So here's the solution as I see it. You hold onto this place or sell it, rent it, do whatever you want with it. I'm going to buy us a new house, something big with lots of rooms for our babies and you and Mark and I. I want us all to live together. We're a family! Are you with me? At least for a year or two. We'll see how things work out, but I think we are quite happy as we are. Don't you agree? We'll house-hunt together, it'll be fun and you and Mark will have an equal say. We won't buy anything unless we all love it. Plus, and don't even dare say a word, I'm paying cash for this house and putting the deed in your name. It will be yours and Mark's for life."

Jane tried to speak, but Alice shushed her.

"Please don't interrupt me, darling. I'm seeing my lawyer Friday and you and I will set up a trust fund for Mark and one for each of our babies. They'll be set for life, believe me. And for you my darling, I'm going to put $10 million in your savings account tomorrow."

Jane opened her mouth, but no words came out, so Alice continued a mile-a-minute.

"I know! It sounds a little extravagant, but believe me, my ex left me a portfolio that produces that kind of cash on dividends. I'm not bragging, I could give a fuck about being rich, but I am darling, and I'm not going to feel bad about it. You and Mark took me in when I was at my lowest. Now Mark is the father of my child, and you are my baby's Aunt. We're a family. My mom is dead and my dad's an asshole, I have no family but you. So sue me if I want to share a little of what I have with the people I love most. Jane, I don't want you ever to have to scrape by as a single mom with Mark and your new baby, worried about losing your job or not being able to pay the mortgage. That would make me so unhappy. This is not about you, Jane, it's about making me happy! You don't want me worrying for the rest of our lives, do you? I can wave a magic wand and none of us will have to think about money again. Jane, don't overthink this, and don't get all "I'm an independent woman" with me. Financially this means nothing to me. You have all the power right now. You can make me the happiest girl in the world; just say yes to my proposal."

It took Jane the rest of the day to take in the enormity of Alice's offer. She came up with all sorts of arguments, but none of them made an impression on Alice.

"Please think carefully about what it will be like for you to never have to think about money again." Alice said. "Before I married my ex, I was a single woman like everyone else, working every day and trying to survive in the rat race. Money controlled everything in my life, my moods, my security, from day to day, it was all about payments credit cards and bills. When something unexpected happened, I was in crisis. That stuff drags us down and steals our joy. I cry inside when I see people who have nothing. Single mothers and young couples struggling every day. It's not fair that people like me have everything, but I can't change the world. I can't change the world Jane, but I can change your world. You have the power to say no to this. But I'm asking you to have mercy and let me do this, for you and Mark and your baby."

Jane looked at her friend and said, "Alice, when you guilt trip me like that, what can I do? I'm not going to steal your fucking joy. Fuck it. My answer is YES, YES, YES!!! Oh my God, you are my Fairy Godmother. My life is changing forever!!!"

And that was it. Alice and her lawyer made the arrangements and Jane became a multi-millionaire the next day. She quit her job the same day and she and Alice and Mark went house hunting. They only looked at a few places, before they discovered a big farmhouse with forty acres of wooded land, a stream, deer and wildflowers. Mark instantly loved it.

"I can hike and mountain-bike here," he said. "This is like, my dream home!"

Alice loved the natural setting and the wildlife as much as the spacious house. Jane saw how much Mark and Alice loved the place and realized that she loved it too. She put her home on the market, and within a month the trio were decorating and furnishing their new home.

The upstairs was separated into two master bedrooms, a large office that Mark took for his bedroom, and two smaller bedrooms. Mark spent most of his days exploring and biking in the woods. Alice and Jane nested, ate the delicious big salads that Alice made, and shopped for rugs and furniture online.

When Mark was out getting groceries one afternoon, Jane and Alice were talking.

"When you were pregnant with Mark did you get horny?" Alice inquired.

"it was a long time ago, but yes, I did. Are you feeling that way?"

"Well, not when I had morning sickness! But now that's past I'm starting to feel very kinky. My body is changing as the baby grows. Everything feels new and that makes me horny. Do you feel that way?"

"Yes," Jane answered, "I also feel like money makes me horny. Do you know what I mean?"

"Totally!" Alice smiled. "That's so true. Having money makes us secure and relieves our stress. When you're worried about paying bills, you can't fantasize about what you want to do with your man. Sex feels like one more demand on you. When I was free of money worries, I wanted to wear lingerie and see how many times I could cum in one night."

"That's it!" Jane said. "Sex with Mark is always exciting, and the taboo makes sex even more horny. But now I don't have to worry about should I or shouldn't I get pregnant. I don't work and I don't have money worries -- thanks to you. No wonder I'm horny!"

Two months later, Alice had developed a baby bump and her breasts seemed to expand by the day.

"I need a new bra again," she told Jane. "Plus, Sam keeps calling. Now that I'm pregnant, he's hot for me again. He wants to see me today, so he can check out my body."

"Are you going to see him?" Jane asked. "Put him out of his misery?"

Alice shook her head. "Jane, I would never have sex with someone outside our family. I am faithful to you and Mark, so don't act like I'm a slut. I'm not. But I want to see him to get some advice on our investments. Plus, I've been feeling really kinky lately and I want to do something special to turn Mark on. This might be an excuse for us to do some role playing. Remember when you used to spank me for being a bad girl?"

Jane laughed. "Yes! Those days were fun. Do you want a spanking? Have you been a naughty girl?"

"Well I'm going to see my ex and that's kind of naughty. I thought I might undress and show him what he wants to see, as long as he keeps his hands to himself. Of course, there will be no intercourse. But when I come home, you could accuse me of being a slut and give me a spanking. See how Mark likes that. I've seen his drawings and they are kind of fetish oriented, stockings and big breasts, like 1960's bondage cartoons. Mark might want to spank me too! That would be hot. Are you up for that?"

"You're making me horny thinking about it!" Jane said. "And do whatever you want with Sam. We're three free people and I'm not the enforcer, unless you want me to be!"

"I know," Alice said, "Mark is going to want to date girls his own age sooner or later, and you will move on from this situation too darling. But while we're together, for however long it lasts, I am going to be faithful to you both. That means no penetration by any man but Mark and no cheating, except for a little fun here and there. Like tonight!"

Alice arrived home about ten o'clock. Mark and Jane were watching TV, but when Alice came in, Jane turned the TV off and called out in a bossy tone.

"Alice? Is that you? Come in her please."

Alice walked in looking shamefaced. She was wearing a shiny black dress that made her ass, her enlarged tits and her growing belly stick out obscenely. She also wore stilletto heels and fishnet stockings.

"Where have you been, Alice? It's late. We were worried." Jane scolded her. "Couldn't you have called to say you'd be late?"

"Sorry Jane," Alice pouted, "I was getting financial advice from Sam. He wanted to see me, you know, so I went to his house."

"Oh really!" Jane said, in an accusing tone. "You went to see Sam dressed like that did you?"

"Like what?" Alice asked, defensively. "You know how Sam feels about me and now I'm pregnant, he just wanted to see me, you know."

"Oh yeah? I know exactly what Sam wanted to see. And you look like you showed him everything. Did you Alice? I swear, I won't have you fucking other men! We're in a closed relationship for God's sake!"

Mark observed the scene. What the hell was happening? Alice's outfit turned him on. He had never seen her look so slutty, and he was getting hard. He hadn't thought about the rules of their three-way relationship, or how they might be enforced, but his mother obviously had.

"Alice, take off that dress and show us what you have on underneath," Jane commanded.

"Liz, that's not fair," Alice begged, "Don't boss me around like this, I'm not a child! And don't embarrass me in front of Daddy."

Since Mark became the father of her child, Alice had taken to calling him "Daddy" But in secret, she played out the fantasy of being a naughty step-daughter to Jane and Mark. In this fantasy, "Daddy" had knocked her up.

"Strip and prove to us you have not been cheating, Alice, I mean it. I want you to prove you didn't have sex with Sam. Otherwise we can't let you back in the circle of trust."

Still pouting, Alice unzipped her dress and let it slide to the ground. Underneath, she wore a sheer black bra that barely contained her huge, pale breasts. Under her shapely belly bulge, she wore see-through panties, a black suspender belt and the stockings, which looked a little ripped.

"Oh My God!" said Jane in a severe tone. "Is that what you wore to see Sam? He probably came in his pants when you undressed, you slut!"

"No! I swear I didn't have sex with Sam! I would never cheat on you and Daddy!" Alice was tearful. She was really getting into her role.

"Well what did you do for Sam then?" Jane asked.

"Well, he wanted to see how I look pregnant. I just took off my dress and showed him. Plus, I might have taken off my bra and panties. Just until he..."

"What? Until he jerked off? Was that it? You are behaving like a slut Alice. I need to discipline you so you never do this again. Come here!"

Alice walked hesitantly across the room and stood with her thighs and panties close to Jane's face.

"Let me smell you," Jane commanded. "I need to be sure Sam didn't fuck you."

She pulled Alice's panties down. Alice stood looking very humiliated, while Mark watched, thunderstruck, stroking his boner under a cushion. Jane slid her finger inside Alice and felt around. Then she drew out her glistening finger and sniffed it.

"Well, I don't smell cum and you don't smell of rubber, so I guess Sam didn't fuck your pussy. Turn around and show me your ass."

Alice turned and stuck out her butt. Jane pulled her large curvy cheeks open and sniffed inside. Then she poked Alice's tight rosebud.

"Doesn't look like Sam fucked your big ass either. I'm sure he wanted to though, Alice, you're such a slutty tease! Get across my knee. I'll get you ready for your spanking and Daddy will punish you."

"Oh please don't spank me, Daddy," Alice pleaded, "This is so embarrassing!"

Jane pulled the resisting woman down over her knee. Alice's big juicy ass was now exposed and vulnerable. Jane gave her some warm-up slaps.

"I'm just getting you ready for Daddy to spank you properly," she said. "First you got knocked up by Daddy. Now you're going around town showing every Tom, Dick and Harry your body. That's NOT acceptable!"

WHACK! WHACK! WHACK!

Alice whimpered. "Please don't hurt me Jane! I swear I'll be good from now on! Don't!"

Secretly, Alice loved this type of role play. She wanted "Daddy" to punish her. It would make her more wet and him extra hard. After that, he'd need to use her pussy and big tits until she came all over him. Then Jane and Matt could take her to bed and play with her some more.

WHACK! WHACK! WHACK! WHACK!

"She's all warmed up Daddy," Jane said, "Stand up, Alice, and show Daddy your butt. He'll put the finishing touches to it."

Alice showed off her large, shapely butt to Mark. She stepped across the room, jiggling as she walked and eyeing him nervously. Matt helped position her across his lap. Alice felt his stiff cock against her thigh. She felt herself lubricating against his hardness. She looked into his eyes pleadingly.

"Please don't hurt me Daddy! I would never let another man put his big thing in me. All I did was take my clothes off so Sam could see my pregnant belly and my big tits. I've been crazy with hormones, and I didn't think about what I was doing. He wanted to fuck me, but I didn't let him put it in me. I told him I wouldn't be able to feel his little dick. I said that you, my Daddy, have a really big cock and your hot cum gave me a baby. Then he wanted to jack off on my big butt and I felt sorry for him so I let him. I promise, I'll never do it again Daddy, cross my heart."

She ran her hands over her breasts and patted her vulva.

"These titties and pussy are only for you and Momma Jane to play with." She said seductively. "Please forgive me and rub some lotion on my ass. It stings, Daddy."

"Don't listen to her!" Jane said, "She's a manipulative slut and she needs to see you aren't soft. Give her what she deserves!"

"Daddy's not soft!" Alice cooed, "I can feel how hard he is!"

Mark decided to follow his Mom's lead. Alice was making him really hard. He wanted to fuck her really bad, but it felt even hotter to spank her big ass and then fuck her.

WHACK! WHACK! WHACK!

Mark spanked Alice's ass, lightly at first, and then harder as he got the feel of it. Alice's luscious globes were soon red and stinging and she cried out with each hard slap. After about 20 slaps, Matt eased off, and began stroking her cheeks.

"Now thank Daddy for punishing you," Jane prompted.

"Thank you Daddy," Alice said obediently, "I know I've been bad and I deserved it. Please fuck me now. You made me all slippery. Please show me you still want my pussy Daddy. Slide your big thing inside me. Shoot all your pent up juice in me Daddy. Make my pussy smell of you! Use me Daddy!"

As she pleaded with Mark, Alice stood up and unfastened her bra. She freed her swollen breasts and sighed with relief, swinging them teasingly over Mark's face and caressing her dark pink nipples until they stood out temptingly. She stood in her ripped stockings and heels, showing off her big belly and her naked vulva, letting Mark smell the scent of her arousal.

Jane opened a tube of Maternity Cream and spread a dollop on Alice's belly. She rubbed it in thoroughly and then spread more on Alice's ass.

"Oooh that feels good," Alice moaned as Jane worked on her ass with both hands. She pulled Alice's cheeks apart and squirted more cream on her sensitive inner cheeks, sliding her greasy finger into Alice's tight hole. She pulled a black rubber butt plug from her purse and lubricated it, before sliding the tip into Alice's ass. "Oh God," Alice gasped, as Jane pushed the whole plug inside her, "That's opening me up! Now if Daddy wants me there, my big ass is ready for him."

"Let's see you walk with that inside you," Jane commanded and Alice stepped across the room, wiggling her ass with the black handle of the butt plug still visible. Her tits and belly stood out. She patted her shaved mound, and looked at Matt. "Daddy, this pussy needs you. Please fuck your little girl."

Alice bent over and offered herself. Jane unzipped her son's shorts and slipped them down his legs, along with his underwear. She held his rigid cock in her hand, and masturbated him expertly until drips of pre-cum ran over her fingers. She let Alice smell Matt's juice and lick it off her fingers. Then she led Matt by his stiff cock to the sofa where Alice was bent over offering her swollen slit to be used.

Jane touched Alice's pussy with her fingers and held them up for Matt, slippery with juice.

"She smells all hot and ripe for you. Don't be gentle. Show her who owns her pussy!"

Jane slid the swollen, purple head of her son's cock into Alice's dripping entrance. Alice moaned with impatient need and desire.

"Please do it hard Daddy. I've been a bad girl. Punish me with your big cock!"

Mark slapped her round ass hard.

"Don't give me orders, slut" he scolded. "Beg me to fuck you."

"Please Daddy," Alice moaned, "You own my pussy. Please fuck it. I want to be so good for you Daddy. So good! Fill my pregnant pussy with your cum! Ooh fuck I'm coming!"

Alice was holding her big belly while Mark entered her. She was so aroused by having her pregnant pussy fucked that she had an orgasm with Mark's tip touching her entrance.

Mark was dying to thrust deep inside Alice. The butt plug made her pussy grip his cock extra tight, but he held back and penetrated her an inch at a time. When he was completely filling her, he held himself still as she moaned and came again and again on his cock. As her tight, orgasmic pussy contracted on his cock he gripped her ass and pounded her until she came once more in a gush, moaning and screaming.

Matt kept fucking her and Alice had several more powerful orgasms, crying out "Daddy! Cum in my pregnant pussy! Use your stepdaughter! Fuck your pregnant slut!"

Alice's dirty talk drove Matt over the edge. He felt the cum rise up his shaft. Jane was still holding the base of his cock. Feeling his orgasm approaching, she pulled his spasming cock out and turned Alice around to face him. Then Jane jerked her son off as he groaned and shot streams of cum on Alice's belly. When he was done, Jane rubbed the protein-rich cum on Alice's stomach spreading the extra on her dripping pussy.

Alice lay back on the sofa, caressing her breasts and cum-smeared belly.

"That was such hot sex. Now my whole body smells of Daddy!"

Jane was soaking wet from playing with Alice and Mark. She stripped, showing off her own big ass, pregnant belly and huge breasts. Alice rubbed her cummy belly against Jane's cute belly and fingered her dripping slit. She pulled Jane gently down on the rug, spread her thighs and mounted her. Then, belly to belly, she squeezed her stiff, erect clit against Jane's, and rode her. Mark grew hard again watching them. He knelt beside his mother, rubbing his cock on her engorged tits. Jane took his cock in her mouth, tasting Alice on him. Watching two pregnant women fuck each other made Mark so excited that he soon pumped his cum in his mother's hot mouth. Jane came and came with the taste of cock and pussy on her lips and Alice's clit touching hers.