Wearing Mom's Panties

"Jeff, remove your shirt, shoes, socks and pants. Leave on whatever you're wearing underneath," said Sue.

Jeff blushed deeply as he slowly began to follow Sue's directions. Carol didn't know where to look, should she watch her only son disrobe? Should she look at the now closer view of Sue's breasts that Jeff was enjoying a moment ago? Now Carol knew her pussy was well on its way to being soaking wet. "What's come over me?" she thought. "I haven't been this wet in I don't know how long!"

Finally Carol settled on crossing her legs, placing her foot away from Sue so she could rub her legs, scratching the itch she was strongly feeling between them. She an almost uncontrollable desire to rip off her blouse and bra as well. She wanted Sue to see her breasts as she had seen Sue's! Jeff seeing them also didn't dampen her excitement either, it seemed to only add to it.

Jeff had shed his shirt, kicked off his shoes and removed his socks. He undid his belt buckle and stopped while he looked at both his mother and Sue. He noticed his mother had a death stare at his crotch, as if she couldn't wait to see what would eventually appear. Sue was looking directly into Jeff's eyes, seemingly trying to read his mind.

At seeing Jeff's hesitation, Sue spoke up. "It's okay, Jeff. No one will laugh at you or make fun of you. We're all adults here, nothing to be ashamed of." As Sue spoke, she leaned forward off the couch, allowing her blouse to billow open once again, giving Jeff another unobstructed view of her wonderful breasts.

Jeff kept his eyes on Sue's breasts, her rockhard nipples. He thought if by some miracle he didn't cum in the panties he was wearing it was be amazing. His mother still had a laser eye lock on his crotch. Jeff noticed she also was slowly licking her lips in what he hoped was anticipation. "Was his mother excited about seeing him in panties?" he thought. "Time to find out."

Jeff finished unbuckling his belt, undid the fastener and unzipped them. Tearing his eyes away from Sues nipples, he bent over to drop his pants, stepping out of them. He had on what he thought of as his favorite panties of his mother's, her black bikini briefs. He kicked off his pants and stood back up, once again locking in on Sue's nipples as she kept leaning in order to let him have a nice view.

Silence reigned in the room. Everyone was in their own thoughts. Jeff marveled at his bravery to stand before his mother and Sue in nothing but black panties. Carol stared at her son's hard on, encased in her own panties. HER panties! Sue looked at Jeff's dick, thinking with it's four inch size, it would open up more options than if he were well hung. She smiled thinking about it sliding in her mouth, maybe up her ass too! "Not too big to hurt" Sue thought.

Sue took charge again. "Jeff step forward against the front of the couch between your mother and me. Carol, give him enough room."

Carols quit rubbing her legs together long enough to shift down the couch just enough to let her son slide into the gap between her and Sue. All their legs were closely touching, as if they couldn't stand to have any air between them.

"Well," said Sue. "I think we can begin Jeff's education now, Carol. Please stand up and remove your blouse and bra."

Carol started with the command. "My son will see MY breasts for the first time since I nursed him", she thought. She was surprisingly comfortable with the thought. She also knew her pussy was by now both in flames as well as soaking wet.

Carol stood where she was, not bothering to move an inch further away than she had to in order to mover her arms without hitting her son. Jeff tore his eyes off of Sue's breasts in order to see something even more exciting: his MOTHER'S breasts!

Carol slowly unbuttoned each button on her blouse. Her eyes bounced between her son's dick encased in her black panties, back to Sue's breasts now almost fully visible as she too had undone all her blouse buttons. Carol's pussy felt like a fire hydrant uncapped in the summer, she was sure she was spraying her own panties with her pussy juices.

Finally, Carol reached to the front of her bra and undid the clasp, letting it slowly slide down her arms. As it fell off her arms, she arched her back, jutting her own breasts out in front of her. She was smaller than Sue, a b-cup. But her nipples were no less hard, aching for some sort of attention and release. It took all of her efforts to not reach up and twist them herself. She the sat back down, this time sliding as close to Jeff's legs and Sue's body as she could get.

This time it was Sue who licked her lips. "Beautiful nipples!" she thought. It took all of her efforts to not reach out and pinch the closest one. "All in due time," she thought.

"Jeff, please go into the bathroom or where ever you keep it and bring back a bottle of baby oil", Sue directed. "Walk slowly as your mother and I need to get better situated."

Jeff wasn't sure what Sue meant by "better situated" but he was certainly not going to speak out of turn. He slowly turned around and walked off to do Sue's chore. Both Sue and Carol had their eyes on Jeff's slim ass in the black panties. Carol thought, "Damn! He's right! My panties are a perfect him for him. His ass looks good in them."

As Jeff left the room Sue stood up and spoke to Carol. "Stand up, please and face me." Carol did as Sue said, wondering how she would manage to quench the fire now burning between her legs?

Sue also stood and faced Carol, the both of them only a few inches apart. "Undress me", said Sue.

Since Sue's blouse was already unbuttoned, Carol simply reached out and slipped it off Sue's arms, allowing her beautiful breast to now be out in the wide open. Carol couldn't take her eyes off of them. She wanted to devour them like nothing she had ever devoured before. Sue was looking at Carol's the same way. They stood there for a few seconds, basking in the sexual charge of the unexplored.

Carol leaned forward, getting her fingers on Sue's skirt zipper, gently tugging it down. Since the skirt was tight, Carol had to use both hands, bringing her closer to Sue, now touching their bodies together. The fleeting thought ran through Carol's mind she might rape Sue in the next thirty seconds!

As Carol leaned forward to manipulate Sue's skirt zipper, Sue leaned her arms across Carol's bare back. Carol and Sue both felt a charge as they had bare skin to skin contact. Carol's hands shook a bit as she worked the too-tight skirt down Sue's legs, her face pressed against Sue's hip for balance. Carol inhaled, enjoying Sue's body scent.

Sue kicked off her skirt when it reached her feet. "Now my shoes, please", said Sue. Sue raised one foot and then the other as Carol slipped off Sue's shoes, bending over even more in order to reach Sue's feet. Sue slid her hands down Carol's back, both palms firmly planted on Carol's firm, round ass. Carol gave a moan as Sue squeezed a hand on each cheek of Carol's ass, enjoying the touch. Carol gave a squeal as Sue slapped a hand on each cheek after Carol had removed both shoes. Carol slid a hand on both sides of Sue's body as she slowly straightened, nudging Sue's breasts with her face as she stood. This time it was Sue who gasped as Carol brushed Sue's nipples, Carol smiled when she heard that.

"Now my panties, please", said Sue.

Carol again laid her face against Sue's side as she slid a thumb on both sides of Sue's panties. Carol slowly lowered them, enjoying being able to tease Sue just a bit instead of the other wat around. Again Sue leaned forward, sliding her hands across Carol's ass as Carol lowered the panties. Carol breathed deeply as her face pressed close to Sue's pussy. She could smell Sue a mile away and knew she was as wet as she felt she was.

Carol again ran her face slowly up Sue's body as she straightened, making sure to bump Sue's nipples. When Carol stood back up, she knew Sue was wanting her just as badly.

Jeff by know had come back to the living room with the baby oil. His eyes popped as he took in the sight of Sue's nude body. For a fifty-something year old woman, she had a nice, tight body. Her breasts had no droop at all, there was no excess weight anywhere. "She would give most girls from school a run for their money", Jeff thought.

Sue sat back down on the couch. "Carol, please remain standing. Jeff, please come stand in front of your mother", said Sue. Jeff walked over and stood in front of his mother, his eyes once again feasting on her breasts. He too wanted to reach out and play with them but he knew he dared not until Sue directed him to.

"Carol, Jeff. I think Jeff would greatly benefit from removing your pants and panties. Jeff, please do so", said Sue.

Jeff could hardly believe his ears! He not only would get to see his mother's pussy but he would get to undress her in order to do so!

He handed the bottle of baby oil to Sue, who passed it onto the end table. Sue sat back on the couch and got comfortable to watch the scene play out in front of her. It had been years since she had gotten to see a son undress his own mother and Sue never forgot the thrill it gave her. There was no feeling like it in the world, she thought. Sue then crossed her legs and began rubbing them together, to scratch the itch between her legs. It wouldn't make her cum but it would tide her over.

Carol stood up as straight as possible so Jeff could undress her like she did with Sue. Jeff approached her with reverence, almost with worship-like movements. Carol smiled at her son, hoping it would smooth any nervousness he might be having. She knew he was having close to a sensory overload, seeing grown women nude for the first time in his life. She was surprised he hadn't shot his load in her panties already.

Jeff reached out to unsnap the front of Carol's pants. He had no fumbling or hesitation in doing so, surprising both Carol and Sue. He slowly slide the pant zipper down, gently spreading the front of the pants outwards, showing Carol's own panties.

"Do my shoes first, please baby", said Carol. She knew she couldn't get her pants off over her shoes but Jeff was too excited to think of such detail. But Carol also knew she was going to treat herself like Sue did when Jeff bent over.

Jeff obediently bent over to remove his mother's shoes. As he did Carol slid her hands down Jeff's back towards his ass. When Jeff was fully bent over, Carol then palmed both of Jeff's ass cheeks just as Sue had done her. The irony didn't escape her that she was feeling her son's ass for the first time but doing it over her own panties. She couldn't believe how wonderfully wicked it felt to do so.

Carol raised one foot and then the other as Jeff slipped off her flats and tossed them aside. He stood back up and again held his mother's pant waist and slowly lowered them to the floor. Carol rested her arms on Jeff's shoulders for balance as she lifted one foot and then the other, kicking the pants away when they were free. All she now had on in front of her son was her panties. She regretted them not being a thong but she also thought she'd be panty shopping tomorrow for some sexier panties. For both of them!

"Now my panties, please babe", said Carol as she kept her hands on his shoulders. She again slid her hands down her son's back, cupping his ass as he slowly slipped her panties down her legs. Carol shivered at the feel of air on her bare pussy, knowing her son's face was just an inch or two away from it. She knew he could smell her arousal as she could smell it herself, further turning her on.

Carol kicked the panties away as she did the pants. Jeff stood back up, not sliding his face on her body as Carol did with Sue, but he didn't know to do that.

"Carol, please return here next to me on the couch. Jeff, resume your position between us, please", said Sue.

Mother and son both returned to their former positions. The only clothing left were his mother's panties that Jeff had on. There was now a big wet spot on the front of them, visible even through the black material.

Once everyone had settled, Sue again took over. "Jeff, how does it feel to be wearing your mother's panties, with both of us nude in front of you?"

"It's just wonderful, something I never dreamed could or would ever happen!" exclaimed Jeff.

"Great!", said Sue. "Now, here's what's going to happen next. Carol is going to rub your dick while you have her panties on. You're probably going to cum when she does that, which is okay since you're likely even more excited than your mother and I are. Go ahead and cum whenever you're ready, it's okay."

Carol leaned forward quickly, unable to wait to finally get her hands on her son's dick in her panties. She spread her hand across the entire front of her panties at first, then closed it enough to grasp his dick. She then began a gentle rubbing motion, knowing it was the first time someone else had ever touched his dick. She lightly dragged her fingertips across his glans several times and that was all Jeff could stand.

"Oh, god, I'm cumming!", Jeff shouted. Spurts began shooting out his dick, Carol never stopping her rubbing motion on her son's glans. Jeff's knees actually buckled, such was the strength of his first non-solo orgasm. Sue and Carol pressed their legs against Jeff's legs, both in supporting him as well as feeling the tremors in his orgasm. Jeff shot five or six spurts before his dick stopped shooting. Carol could feel the goo through her panties with her hand. She thought, "This feels wonderful!"

Jeff slowly caught his breath, his heartrate coming back to normal. Carol quit rubbing her son's dick put kept her hand on it, feeling proud in her involvement of her son's first orgasm.

As Jeff regained normalcy, Sue said, "Carol, I think Jeff could use some cleaning. How about you clean all that nice, delicious cum off of him?"

Carol began to rise off the couch before Sue stopped her. "Where are you going?", asked Sue.

"Carol said, "To get a washcloth."

Sue smiled as she replied, "Just use your mouth, honey. It'll be enjoyable for both of you and will get him ready for round two."

Carol looked at Sue for just a second before she smiled and looked back at her panties, now coated with her son's cum. She leaned forward, opening her mouth as she got closer. Jeff saw her movement and pushed his crotch towards his mother's mouth in order to make it easier for her.

Carol locked her mouth on the gob of cum on her panties and began sucking and licking like her life depended on it. She went from the root of her son's dick, to his balls, back to the head of his dick. She thrived on every lick and suck.

Jeff placed his hands on the back of his mother's head for balance as she vacuumed his cum. He couldn't believe how good that orgasm had felt! His own MOTHER licking his cum out of her panties! WOW!

Sue watched Carol enjoy herself for a few minutes. The she said, "Carol, don't you think it's time to slip your panties off and put his dick in your mouth for better cleaning?"

Carol certainly didn't have to be told twice! She grabbed the panty waistband and almost ripped them down her son's legs, letting him kick them away. As soon as his second foot hit the ground, her mouth locked onto his dick like there was no tomorrow. Carol began again to lick and suck like there would never be a dick for her again.

Jeff, being a normal teen boy, began his quick recovery process. He felt his dick begin to harden once again thanks to his mother's skill and enthusiasm. Carol had never been in the past an enthusiastic dick sucker, but this was her SON'S dick she was sucking! He deserved her very best! And her best sucking was indeed what he got!

Within just a few minutes of having his mother suck his dick, Jeff was once again hard. Carol came up for some air but kept her face mere inches away from her son's dick, staring at it with joy.

"Carol?", said Sue. "When the last time you got fucked?"

Carol smiled for all she was worth and thought for a second. "It's been SO long, I can't remember. Had to have been when Jeff was little, over 10 years ago, I think?"

Sue said, "How about we fix that right now? How about it, Jeff? Would it be okay with you to give your mother's dry spell a break and fuck her? Cum in your mother's pussy? Would that be okay with you?"

Jeff couldn't believe his ears! His mother was eager to let HIM fuck HER? Again, he thought, "WOW!"

"Gosh, Miss Weeks, I think that would be just wonderful!", Jeff said.

Sue smiled as Jeff called her "Miss Weeks". That would work in her favor when it was her turn for him to service her. She shivered at the possibilities.

Sue stood up and took the bottle of baby oil in her hand. "Jeff, bend over, touch the couch cushions with your hands and spread your legs", Sue commanded.

Jeff got into position, conveniently placing both hands just on the outside of his mother's legs, straddling her with his arms. Their faces were almost touching, nose to nose. Each could feel the other's hot breath on their own faces. Neither one moved a hair, enjoying the closeness, thinking about what was to come. Carol moved her hands up and held them on Jeff's shoulders.

Sue moved around behind Jeff and removed the cap from the baby oil. She dribbled some down the crack of Jeff's ass, watching him shiver at the feel of it running down his ass crack. Sue then liberally coated her right hand with the oil as well and sat the bottle back down on the end table. She took her right hand that was lubed and ran her middle finger up and down Jeff's ass crack, enjoying his jerky movements to the new sensations he was feeling. He obviously enjoyed the pleasure it gave him.

Sue smiled and leaned around Jeff's body and looked at Carol. "Carol," she said. "How about teaching Jeff how to French kiss?"

Carol smiled as she looked into her son's eyes. She tugged on his shoulders as she pulled her body towards her son's, touching her lips against his. She snaked her tongue out as their mouths met, his already open, his tongue reaching for hers. Both tongues wrestled hungrily, lost in the lust of the moment, lost in their love for each other. Both moaned loudly in pleasure.

Sue heard the moans and used her left hand to spread Jeff's ass cheeks. She again slid her middle finger up and down his ass crack, circling his anus when she got close to it. Jeff couldn't help but to begin to move his ass in small circles when she rubbed his anus. He thought it rivaled the feeling of his mother's blow job. It was intense!

Jeff and his mother continued their make-out session. Carol knew Sue was doing something to Jeff because he was jerking around a little bit and moaning in pleasure. But she wasn't sure exactly what as she had never really experienced any sort of ass play. She too was in for a learning session; she just didn't know it yet.

As Sue kept rubbing Jeff's anus, she began to apply more pressure with her finger tip. Since everything was so well lubed, it took minimal effort for her to slide her finger right inside his ass. Sue didn't just work one or two knuckles in at first, she slid her entire middle finger in slowly but all the way to the top of her finger. Jeff thought he'd died and gone to heaven! French kissing his mother while his former guidance counselor had her finger buried inside his virgin ass!

This continued for a few moments and then Sue gave new instructions. "Jeff, come lie on the floor, face up." Jeff reluctantly quit French kissing his mother as Sue slid her finger out of Jeff's ass. Jeff laid down on the floor in front of the couch, his dick pointing up, ready for action.

Sue continued, "Carol, I think it'd be fun for you to get on top and control things. Might make it easier for you to cum too?"

Carol giggled as she rose form the couch and straddled her son's hips with her feet. The last problem she was going to have was having an orgasm. She was surprised she hadn't cum already.