MILF 03

"Alice, love, that feels wonderful, but can we sixty-nine, so that I can taste you as well? And I'll bring the dildos across as well. We can use them on each other, and then perhaps we can get up and sit together on the couch and let the camera see us?"

Alice gave a deep lick at my pussy, then sat back, smiling. "I think that's the best idea I've heard for, ooh, at least the last five minutes!" She grinned. "I was anticipating having fun today, but I though it would probably be Ben that was pleasuring me, not his mom as well. Yes, Sarah, please, let's sixty-nine and then get ourselves off again for the camera, and for Ben!"

"Sideways on to the camera, then, I think, for the sixty-nine. Do you want to be top, or bottom?"

"Either, Sarah, just as long as my mouth can reach your pussy, and yours can reach mine."

"Okay, you on your back. Assume the position, Mrs Jensen!"

"Aye-aye, ma'am, Mrs Tellman. Assuming position."

Alice grinned at me and lay back on the couch as I moved out of her way. I moved forward, kneeling so that my pussy was above her head as she lay back, and her own succulent pussy was in range of my own lips and tongue. I could feel the heat of her, and the rich aroma was beginning to make me salivate. I glanced across at the monitor and used the remote to center us on the screen, then bent, looking back at Alice between my legs.

"Testing the range," I murmured, and lowered my head. Dead on target! I let my tongue swipe down Alice's slit, even as I felt her tongue lave my own.

Alice giggled. "Targets in range. Commence operation Pussy-Munch!"

I laughed, and laid a swift kiss on her labia. "Commencing operation." That was the last coherent sound from either of us for the next ten minutes, but we weren't silent. Oh, no. There were sighs, gasps, soft moans, occasional giggles and as our mouths worked on each other's pussy, ever heavier breathing. As a self-confessed beginner at cunnilingus, Alice was a quick student, and it wasn't long at all before she had me on the brink of climax. I used my fingers to keep her on the brink while I asked her, "Are you close, sweetheart?"

"Fuck, yes!" she moaned.

"Time to sit up and use our toys, perhaps?" I managed to say.

"No," she moaned, "get me off. I'm so close!"

Yes! A couple more licks along her labia, a couple of kisses, a dab of my stiffened tongue into her core, then I let her feel my teeth on her clitoris, and Alice came, a strangled scream issuing from her throat, and her mouth went frantic on my pussy, so that my own, shattering climax was bare seconds behind hers. I felt myself beginning to collapse across her and tried to move off, but forgot we were on the couch and landed with a thud on the floor of my office, on my back. I lay there, fighting hysterical laughter, as Alice's concerned face appeared above me.

"Sarah? Sweetheart? Are you all right?"

I let the laughter go, and managed to nod an affirmative, unable to speak for the moment, seeing the relief on Alice's face as my laughter got to her and she, too, began to laugh. Anyone seeing us would be forgiven for thinking we were mad. Two mature, adult women, both naked, one on the couch and one on the floor, both laughing uncontrollably. Slowly we sobered, tears of laughter running down our faces. I gathered my wits and moved to stand, collapsing beside Alice on the couch as she moved to make room for me, and we hugged each other tightly as we steadied. I gazed into Alice's eyes, seeing the affection I felt for her reflected in her own, and as she moved forward, so I did, too, and our lips met in another long, sweet kiss.

It was Alice who broke it, and she leaned back in my arms, a soft smile on her lovely face. "Thank you, Sarah, for one of the best orgasms I ever had."

"Thank you, too, because believe me, mine was pretty damned good as well. Are you sure you've never done that before?"

"Never, at least not properly. In high school, a friend and I made some fumbling experiments, but we didn't really know what we were doing and always backed off too damned early! Pity, because as I remember, Julie had a really tasty pussy."

"Carol's tastes good. So does Tina's." I grinned at Alice. "Carol and I have been eating each other since we were in our teens."

Alice nodded, smiling. "Some experience always helps."

"And so does enthusiasm," I said. "It does rather help that a woman usually knows where another woman needs to be touched."

"So true, and talking of touching, how about some dildo play?"

"Yes!"

"Any ideas on how to make this really good for Ben?" asked Alice.

"I thought both of us sitting on the couch, with our legs spread, and try to do things simultaneously."

"Things?"

"Well, stroking our pussies, inserting the dildo, fucking ourselves with them, teasing our clits, maybe playing with our tits. Okay?"

"Very okay. I think what you're saying is we concentrate on our own pleasure, and try to get off simultaneously, or as closely as possible. Yes?"

"Yes! Exactly that."

Alice grinned. "Sounds like the sort of fun I like!"

"Hold on a moment, and I'll set up a fresh recording, and then we're good to go."

"Will we have time to check the recordings before Ben gets home?" Alice grinned. "I want to see how stupid we look."

I laughed. "We should have time, but first, it's dildo time. The recorder's running on a fresh file, so are you ready?"

"Fuck, yes!"

We didn't rush, far from it, but it wasn't long before we came, almost simultaneously. We'd sat back together, our legs lewdly spread, teasing our pussies, occasionally leaning across to kiss each other, stroking, fingering, both of us wet, ready to be fucked, but no man in sight, only an artificial substitute. But no matter, we were ready for them, man or not-man, we were ready to be fucked. And duly fucked we were, inserting the dildos simultaneously, slowly, sensually, our eyes holding the camera for Ben's benefit, the sex toys moving easily in the free-flowing juices we were each producing, our free fingers stroking our clits, moving us steadily towards climax. Alice leaned across to me.

"I'm close, Sarah, won't take me much longer."

"Me, too, love. Go for it!" And we both 'went for it,' taking ourselves over the top and into that wash of raw pleasure called climax, 'la petite mort', the little death, the two of us trembling in our release.

Gradually, we calmed, our breathing slowing to something approaching normal, although I'm not sure that there is a normal when one is in a sexual situation. We each had a dildo still buried in our pussy, and I eased mine out, stifling a brief pang of regret at losing it. I held it up and leaned across to Alice.

"Wanna lick of my lollipop, little girl?"

"Excellent idea," she said with a happy grin, sliding her own - my lovely Ben II - out. She paused.

"Mutual?"

I grinned. "Of course," I said, and reached for Ben II as Alice took the dildo I was holding, extending her tongue as she took it from me, taking a long, loving lick of the toy from root to crown.

"Delicious," she murmured, "but then, I already knew that."

We lingered over the deliciously flavored toys, but all too soon the taste was gone and we lowered them.

"Blow a kiss to the camera for Ben," I murmured, and together we did exactly that. I turned off the camera and stopped the recording.

"What's the time?" said Alice.

I glanced at my watch, the only thing I was wearing, save for a happy smile. "Just coming up to five," I said, "just time for a quick swim, a slow shower, and a little bit of self-pampering before our boy gets home."

"And a little bit of video watching," Alice added with a smile that only just stopped short of being a leer.

I laughed. "That, too, of course. Everything is ready for our meal this evening. A cold one, so it will take moments to serve, and we won't have to wait for anything to cook."

Alice was quiet for a moment, obviously thinking, then looked across at me. "Sarah? When Ben gets home?"

"Yes?"

"Can I have him first?"

I reached out and hugged her. "That was the plan, sweetheart, but I want to be there with you."

"Oh, yes!"

"Come on, let's have that swim. We can make plans for Ben's fate."

She laughed. "He doesn't stand a chance, does he?"

"Of course not."

It was two freshly-groomed and smiling MILFs who greeted Ben when he got home shortly after six, the shower, arranging our hair, and applying a tiny touch of makeup having raised our spirits even further than the high they were already on. We were both naked, of course, and Ben's happy grin as he let himself into the house, to see us waiting for him in the hallway, let us know he was very pleased to see us that way.

"Hi, Sexy Sarah," he said, bending to kiss me, "and hello, Adorable Alice."

"Hi, stud," I said, returning his hello kiss with interest.

"Hi, Ben," said Alice, suddenly shy.

Ben turned to her and opened his arms. Alice moved forward, a little hesitant, but Ben swept her into his arms and kissed her, thoroughly and at length, and they were both breathing hard when the kiss ended.

"Ben?" I said, and he turned to me enquiringly, "Alice and I were talking earlier," I grinned, and Ben laughed, "when we weren't playing, that is, and making some videos for you to enjoy later, and we decided that you should make love to Alice first, before dinner. We can decide what we'll do later after we've eaten. It's a cold meal, so make sure Alice has a good time. No need to rush."

"I wasn't planning on rushing," said Ben, holding Alice's eyes with his own. She flushed a little, but stepped forward and gave him a quick kiss.

"Good," she said, "I'm in no hurry at all."

"Pleased to hear that," said Ben, "but if you two lovelies will excuse me for a few minutes, I need a shower. The shop got a tad warm this afternoon and before I even touch either of you again, I want to be clean." He grinned. "I arranged with Jerry to have tomorrow off, but I'll be putting extra hours in next week."

"Great! Okay, hon," I said, "you go and get nice and clean, while Alice and I do some scheming."

Ben laughed and disappeared towards the staircase, and I turned to Alice. I took her hands and squeezed her fingers.

"That Ben is going to fuck you first is a given, but do you have any location preferences. Bed? Floor? Couch?"

She laughed. "All of them, sometime this weekend." She pondered for a moment, then grinned. "Couch first, I think, because it offers so many positional opportunities."

"Yeah, it does. Okay, let's go sit on the couch, so Ben can find us there."

And find us there Ben did, about ten minutes later. I'd spent some of the ten minutes setting up my laptop to play through the TV, and the recordings we'd had so much fun making earlier were ready to play, of course. In fact, I'd started our first recording, the one where we'd used the strap-on, but I paused it just where Alice and I moved into a kiss, while we were still dressed, and that was the sight Ben saw as he came into the room, his mother and her friend about to kiss.

Ben was naked, of course, and his cock had started to rise, but nowhere near hard, not yet. He smiled as he saw the TV screen, and turned to us.

"The start of the evening entertainment, perhaps?"

"Indeed. We thought it might help to get you warmed up."

"Just seeing the two of you naked lovelies is enough for that, and knowing you both want me to fuck you does the rest of the warming."

"Good, so come and sit here on the couch between us so that we can play with each other while we're watching. At least, for a little while, because I think your cock is going to be in action sooner rather than later."

Ben grinned. "Good to know, but before we start, something else I need to know."

"And that is?"

He turned to Alice. "Alice, my sweet, do I need to get my condoms out, or are you protected?"

Alice grinned. "Still protected, sweetheart, but thank you for asking. I'm still on the pill. Quite why, I'm not sure, although I suspect that the thought of fucking one or both of the twins may have influenced me."

"Any progress on that front?" said Ben.

"Not yet," Alice replied. "Any ideas from a male viewpoint?"

"Possibly," said Ben. "Remind me, when is their birthday, and when do they get back from Florida?"

"Their birthday is July 12, two days after they get back. David and I are going to take them out for dinner on their birthday as a celebration. David and I are still friends, even if we are divorced, and they are our sons. Why do you ask?"

"Do you know what is special about July 14?"

Alice frowned, and shook her head. "Nothing I can think of, so what is special about July 14"

Ben grinned. "It's National Nude Day! Danny pointed it out in one of the magazines he reads. The twins have been trying to catch you naked, right?"

"Yes," said Alice, her smile broad. "Often!"

"Well, then. Tell them, as they're now adults, or will be after their birthday, that you've decided to let them see you naked on National Nude Day, but they have to be naked, too, of course. Tell them you feel it's better to be open about it, and might even consider making your pool a skinny-dip zone, but for family and close friends only." Ben grinned. "If they're anything like me, the sight of their mother naked will probably result in erections. What you do then is up to you, but it might be an idea, once you're all naked together, to ask them why they keep trying to catch you. You never know, there might be an opportunity to open up."

Alice smiled. "I will! Thank you for the idea, Ben. I'd thought about bringing the topic into the open, but couldn't think of a valid reason. Now, I can."

"Okay, then," said Ben, seating himself between us, "but for now, weren't you lovely ladies going to show me some home-made dirty movies?"

"Yes, we were," I said. "Everyone comfortable?"

Ben slipped his arms round our shoulders and pulled us a little closer. "Now I am!"

I laughed and pressed the play button. "So watch and enjoy!" I shouldn't really speak for Ben, although I think - I know! - that his breathing quickened, but I certainly enjoyed watching Alice and myself playing with the strap-on, and I'm reasonably certain that so did Ben, judging by the lovely erection that grew next to me. That, and the fact that Ben lowered his arms to cup our breasts, gave them a quick, loving, squeeze, and then moved his hands so that one was on the inside of my thigh, and the other on the inside of Alice's, the hands slowly moving towards our pussies. I eased my legs apart to give him room to play, aware that on Ben's other side, Alice was doing the same. He laughed.

"I think you naughty ladies want me to play with your pussies, no?" he said, and his fingers traveled the last few millimeters to their targets. I stifled a gasp at feeling his fingers in me.

On Ben's far side, I heard a gasp and squeak from Alice. "Well, yes, since you ask, Ben, but I'd much rather you fucked my pussy with this lovely, hard cock," she said, reaching out and closing her fist around his erection. "After all, last time we were naked together I seem to remember you wanted to fuck me and I rather stupidly said no. This time, it's different, this time it's me asking you. So, Ben, what about it?"

"Where?"

"How about right here?" said Alice, getting to her feet then laying herself on the carpet before me, spreading her legs, her head just about in line with my feet, "so that your mom can watch us."

"Right here will do just fine," said Ben. He leaned across and gave me a quick, hot kiss, then knelt between Alice's legs, letting himself fall forward onto outstretched arms. He was about to move one hand to his cock, ready to enter the smiling Alice's obviously wet pussy, when I went to my knees beside them and took his cock in my hand.

"A little further forwards, stud. Long as you are, you won't reach from there." Ben grinned and moved forwards a little on his knees, and I lowered his cock until it was touching Alice's pussy, just about to enter her, then squeezed it.

"Hold it there for a moment, while I get you all nice and juiced up," I said, and moved the head of Ben's cock up and down Alice's wet slit, stimulating her, and getting Ben's cock ready to enter her. After about a half-dozen slow strokes, I squeezed his cock again. "Okay, now forwards, and enjoy this, both of you," I said, and watched as Ben's lovely cock disappeared slowly into my friend's pussy.

"Oh, fuck, that feels good!" said Alice, her hands on Ben's hips. She grinned up at me. "It's nice to feel a man in me again, it's been way too long."

"I told you he feels good in a girl's pussy."

"You did, and I never doubted you, but it feels so much better than I remember, and David and I had some great sex together." She laughed. "Maybe it's because it's my friend's son, and my friend is watching us, just as I plan to watch when Ben nails you." She gasped as Ben made a particularly deep thrust. "Oh, yes, Ben! Fuck me, lover, fuck me good!"

I loved to watch the rhythmic clench and thrust of Ben's butt as he fucked Alice, and much as I was enjoying watching, I'm absolutely certain that Alice was enjoying being fucked, and much more than I was enjoying watching. Alice's hands were gripping Ben's shoulders and as I watched her knees came up and she hooked her feet together behind him, urging him on with little yips and moans.

My fingers were busy with my pussy and clitoris, and I knew it wouldn't be long before I came, but I made the effort and just kept myself on the edge, trying desperately not to come until the others did, too. I managed, but only just, and Alice's strangled scream as she came pushed me over the edge and I let my own orgasm wash over me, barely able to watch the thrust of Ben's hips as he pushed into Alice in his own release. Barely able, but I managed, fascinated as I always am by the clench of his ass as his orgasm took him, his hips driving his cock into Alice's pussy.

I leaned back, breathing hard, as the two lovers recovered their equilibrium, the sound of three sets of lungs straining for oxygen the only sound in the room, until Alice spoke.

"Ben," she said softly, "it's been three years since I said 'no' to you, and I've regretted that ever since, but that, lover, was well worth waiting for. Thank you, and before you ask if I want to do it again, the answer is yes. Fuck, yes! Any time!"

Ben and I both laughed, and he glanced across at me, grinning, before turning back to Alice and bending to kiss her.

"And thank you, Alice, for finally saying yes." He grimaced. "Guess I'd better pull out before I fall out, huh? At least that way I can pretend it's my own idea."

"I guess so, honey, but I want him back at least once more before we sleep tonight!"

Ben kissed her again. "That, Alice, I promise!" He glanced across at me, grinning. "Enjoy watching that, Mom?"

I laughed. "Of course I did, what, you think I'm made of ice or something?" I sobered. "The only thing better than watching something like that is experiencing it."

Ben nodded. "Agreed, but I'm afraid you'll have to wait a little while until I recover."

"Yeah, I guess so, but for the moment, shift your ass out of the way. I want to taste you and where better than right here." And as Ben moved away, I went to my knees between Alice's legs, bending to kiss her pussy lips. I looked up at her for a moment and she winked.

"Go, girl!" she murmured, and I let my tongue slide across her labia, hearing a soft moan from her, relishing the combined taste of Alice's pussy and Ben's semen. Delicious!

"You two both look as if you're enjoying this," said Ben, lounging back on the couch.

"Well, of course we are," said Alice, laughing. "What's not to like? A virile young stud like you, and a good friend to share you with."