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Disclaimer: This is a work of fiction concocted entirely within my imagination. Any resemblance to real people shouldn’t be surprising since most of my stories are based on people I know. While I hope you enjoy this story and are compelled to provide feedback, I don’t expect the subject matter will appeal to everyone who reads it. As such, I discourage venomous, nasty feedback full of violent wishes against essentially fictional characters in fictional situations. If this story does not appeal to you, there is undoubtedly one somewhere on Literotica that will, so your energy will be better spent on finding it rather than on vilifying me.


We were still sitting around naked a little while later, drinking cocktails and catching Emelina up on the events of the night prior to her arrival, when Sarah’s mom called. Melinda gave Sarah the phone and it was clear that Sarah’s mom wanted her home. Even though she was over eighteen, her mom paid the rent so Sarah had to live by her rules. She was disappointed, but we assured her that, with Melinda and Emelina living just across the courtyard, this night was just the beginning. Melinda and I decided we should accompany her back to her apartment in case there was any question as to why she had left in the first place. We all got dressed and headed through the courtyard, hoping we weren’t all reeking of sex.

As we followed Sarah in her front door, I got a look at her mom and knew immediately where Sarah got her looks from. Not only was she smoking hot but her build was so much like Sarah’s that it looked like she and Sarah could probably share clothes. She’d clearly been dolled up for a night out and I think she noticed that I couldn’t keep my eyes off of her because she blushed. We backed up Sarah’s story about the rumor of a party and her decision to make herself scarce and Sarah’s mom didn’t make too big of a deal about it.

“You look really nice,” I told Sarah’s mom, matter-of-factly, “did you have a fun night out?”

“I was a creep magnet tonight,” she replied, “I couldn’t find a guy worth going home with.”

“Ugh, I don’t want to hear this,” Sarah groaned, covering her ears and leaving the room. Melinda shot me a smile and followed her, leaving me alone with Sarah’s mom.

“I didn’t want to risk making Sarah uncomfortable,” I said in a much lower voice, “but the truth is you look fucking hot! If you’ve got an itch that you couldn’t get scratched tonight, I’d be happy to take care of it for you.”

“What about your girlfriend?” she asked, tipping her head toward the hallway where Sarah and Melinda had disappeared.

“Melinda?” I replied, “She isn’t actually my girlfriend, but she’s a talented scratcher, too.”

Sarah’s mom’s gaze went distant for a minute as she considered it and I wondered whether her pussy was getting damp. I hoped she didn’t think about it long enough for it to occur to her that, if Melinda and I were that sexed up, her daughter had probably been in the same position that I was trying to get her into. The look on her face said that she hadn’t reached that conclusion.

“I’m not sure how we can pull this off without Sarah finding out,” she practically whispered.

I suggested that, after we left, she go about her bedtime preparations as she normally would, short of changing her clothes, then lock her bedroom door and unlock the window. Melinda and I would come back and sneak in and Sarah would never know.

“Okay,” she replied with a big grin, “come back in about half-an-hour.”

“Melinda,” I called in a louder voice, “it’s late, let’s get going.”

Melinda and Sarah returned, we said goodnight and headed back across the courtyard.

“Are you going to fuck her mom?” Melinda asked, mischievously.

“Nope,” I replied, “WE are going to fuck her mom…in about half-an-hour.”

Melinda’s jaw dropped and she raised her hand for a high-five.

“Maryann is a total MILF,” she said, after our palms had smacked, “and stacked and probably horny as hell.”

“How’d you find out her name?” I asked as we reached her front türbanlı escort door.

“I just asked Sarah,” she replied, “I figured that I was going to try to get friendly with her if I saw her around the complex. I think you just saved me that trouble, though.”

We headed up the stairs to her apartment figuring we could down another drink before heading over while explaining to everyone else what we’d managed to line up. We walked in the door to find Rob sitting on the couch with Stefanie and Emelina kneeling before him working on reviving his cock with their hands and mouths. They were all still naked. We grabbed our drinks while filling them in on what they’d missed. They were each a little bit disappointed not to be included but also realized that they could all potentially benefit from the two of us establishing a relationship with her. Since I knew that Rob had not yet fucked Emelina, I was sure that the three of them would have a good time in our absence. I told them that if they felt like getting dressed that I’d try to leave an opening in the curtains or blinds so that they could watch us if they wanted to.

Once our half-hour had nearly expired, Melinda and I headed back toward Sarah’s apartment, but detoured around the back of the building and found Maryann’s window. It was open about an inch and inside I could see Maryann sitting up against her headboard, still wearing what she had been earlier. I hadn’t paid much attention to her stockings before, but now her skirt had ridden up enough that I could see the tops of them and was glad that she had left them on. I pushed the window up and boosted Melinda through as Maryann got up to help her, then followed her in myself. When I reclosed the window, I made sure there was a gap in the blinds big enough for three sets of eyes.

Melinda had already led Maryann back to the bed where they were sitting together on the bedspread making out and fondling each other’s big breasts. I positioned myself between Maryann’s thighs and ran my hands up until I reached the tops of her stockings, pushing her short skirt up as they went. I lowered my head and, as I flipped her skirt up around her waist, I kissed the exposed flesh between the tops of her stockings and her panties. She raised her ass up as I started sliding her panties down and I was pleased to see that her pussy was completely shaved. Once I’d cast her panties aside, I lay on my stomach between her spread legs and kissed the smooth flesh surrounding her pussy before running my tongue up her slit. She was practically gushing with juices which I eagerly lapped up before slipping a finger into her. As I started licking and sucking her clit, I slipped a second finger in alongside the first and glanced up to see that Melinda was working Maryann’s snug top off.

Melinda’s top followed Maryann’s and they briefly fondled each other’s breasts through their respective bras before Melinda reached behind Maryann to unfasten her bra and peel it down her arms. As I licked and sucked her clit while pumping my fingers in and out of her pussy, I was focused on Maryann’s breasts as they were revealed. They were creamy white with large, dark pink areolas and thick nipples but were quickly blocked out as Melinda lowered her head to lick and suck Maryann’s nipples. Maryann let out a soft moan and reached down to hold my head as she started to subtly move her hips. I looked up again when her hand moved to see that she needed both hands to first unfasten and remove Melinda’s bra then to fondle her big, luscious breasts. Melinda brought her tits up to Maryann’s face and Maryann alternated licking and sucking Melinda’s hard nipples.

Only an impending orgasm seemed to be able to take her attention away from Melinda’s tits and, when she threw her head back and reached down to hold my head again, I knew she was on the verge. Her pussy had been getting even wetter, which I wouldn’t have guessed possible when I’d first slipped my finger into her, and she was breathing a lot harder. I just kept at what I was doing and Melinda tüyap escort went back to working on Maryann’s nipples until she let out a gasp and shuddered as she came. When she let out a sigh to indicate that she’d finished, I raised my head, grabbed her legs and pulled her down the bed until she was flat on her back, her tits jutting upward. After stripping off her skirt, leaving her wearing only her thigh-high stockings, I started removing my own clothes as Melinda did the same.

As I was laying over Maryann, guiding my cock into her hot, wet pussy, Melinda positioned herself over Maryann’s face. I could see Maryann jut out her tongue and start licking Melinda’s pussy as I started to fuck her, supporting myself on one arm so that I could fondle her big beauties. It was sort of an awkward position as I tried to keep my face out of Melinda’s ass, while supporting myself and playing with Maryann’s titties, but I had no complaints. I was certainly enjoying the feel of Maryann’s juicy pussy as I fucked her and I really didn’t mind Melinda’s nice round ass being in such close proximity, especially since I could watch Maryann devouring Melinda’s pussy.

I did, after a little while, decide that there was a better way to do all of this. I had Melinda sit up against the headboard as Maryann had been earlier, then flipped Maryann over onto all-fours with her face between Melinda’s thighs. As she went back to devouring Melinda’s pussy, I knelt behind her and guided my cock back into her slick pussy. I was relishing the feel of her pussy, despite it being the fifth I’d entered that night, as my hips pressed against her ass. Grasping her hips, I started to slowly slide my cock in and out of her, her ass jiggling slightly each time my hips bounced off of it. Once I had a steady rhythm going, I slid my hands forward, over her rib cage and around to fondle her swinging boobs.

I was completely engrossed in Maryann’s tits and pussy when I heard Melinda muttering “Hang on a sec,” so I looked up. Melinda quickly repositioned herself so that she was under Maryann in more-or-less a sixty-nine while I continued to fuck Maryann from behind. Maryann let out an involuntary moan that was probably a bit louder than she’d expected so I assumed that Melinda had found Maryann’s clit with her tongue. I realized that now I could fondle both of their tits in this position, so I started alternating as I continued to slide my cock in and out of Maryann’s pussy. The room was quiet but for the occasional gasp or soft moan as Maryann licked Melinda’s clit and fingered her pussy while Melinda did the same for Maryann and I enjoyed the increasing hot wetness of Maryann’s pussy as she got more and more worked up.

It didn’t surprise me when Maryann raised her head and let out a gasp as I felt her body trembling beneath my hands. I kept fucking her and presumed that Melinda kept licking her clit and, once she’d recovered, she dropped her head and went back to eating Melinda’s pussy. Due to the flooding lubrication that came with her orgasm, I was starting to feel my own orgasm beginning to build. Melinda must have been feeling hers building, too, because it was only a few minutes later that I heard a familiar gasp from her down below me. Seeing as they had both cum and I was well on my way, I orchestrated one more position change for the finale.

I backed off of Maryann, my slippery, shiny cock still standing rigid before me, then had her roll onto her back in the middle of the bed. I straddled her and lay my cock between her big tits, as I had earlier in the night with both Melinda and Sarah, and, once she’d squeezed them together, I started to fuck them. I thought Melinda might go around and eat Maryann’s smooth pussy some more, but she decided instead to make out with her as I was sliding my cock between her tits. My orgasm was continuing to build as I first watched their tongues exploring each other’s mouths then, after Melinda brought her tits up to Maryann’s face, watched Maryann licking and sucking Melinda’s hard nipples.

When tuzla escort I’d fucked Melinda’s tits, I’d ended up cumming in her mouth, but when I fucked Sarah’s tits, I’d cum all over her chest, leaving my bounty for the other ladies to clean up. Since Melinda had already enjoyed some cum earlier in the night and Maryann hadn’t yet, I decided that, when I was on the verge of cumming, I’d move up and cum in Maryann’s mouth. That was the original plan, at least; the longer I watched Maryann’s mouth and tongue on Melinda’s tits, the more I wanted my cock in her mouth. Rather than just move up and slip my cock into her mouth, I asked Maryann if she’d be interested in finishing me off with her mouth; she responded with an enthusiastic nod.

I knew it wasn’t going to take long before I’d be blowing my load down Maryann’s throat, but I just had the overwhelming urge to watch my cock sliding in and out of the mouth of a mature, horny mother. I lay propped up on her pillows with my legs spread as she knelt between them, her big tits swinging as she lowered her head. As her lips closed around my cock and slid down, I let out a soft moan and told her how good it felt while running my fingers through her thick brown hair. She was gripping the base and gently pumping my shaft as she slid her lips up and down, pausing occasionally to tongue my balls. There was no question that she was experienced and quite talented which, combined with her being a hot, horny MILF, had my orgasm rising even more quickly than it had been as I’d been fucking her tits.

Melinda was kind of hovering, taking in the action while occasionally running a hand over somebody’s smooth skin or planting a soft kiss. Maryann was in her element, having experienced two orgasms after a night of frustration and now having the opportunity to provide a second one. As my cock continued to swell even more under the stimulation of her hot, talented mouth, I was resolving to experience this as often as I could manage without Sarah finding out about it. It didn’t seem as though she had a regular cock in her life, so I thought there was an excellent opportunity for me to be that and reap the fruits of her MILF-ness.

As the level of pleasure I was feeling was reaching unprecedented levels, even in light of the events of earlier that night, I was breathing harder and trying to just relax and enjoy the feeling rather than forcing my cock deeper into her mouth to hurry the process along. I felt like I was about to melt into the bed when I finally exploded into Maryann’s mouth and she swallowed down my load. She nursed ever drop from my shaft before letting it fall from her mouth and raising her head. As she straightened up, kneeling in the middle of her bed, I got up onto my knees, too, and wrapped my arms around her, feeling her big boobs against my chest and dropping my hands to her ass. Melinda joined us and the two of them kissed as I massaged each of their asses while looking at their boobs pressing together.

We all sat back on our heels as Maryann thanked us for coming over to take care of her but stressed that, if we were as interested in continuing as she was, we’d have to be very discreet, especially with Melinda living right across the courtyard. Melinda and I agreed, not wanting Sarah to know we were involved with her mom any more than we wanted to quit being involved with either of them. I also suggested that they didn’t need to feel bad if they got together but couldn’t include me because, with discretion, they’d need to take the unexpected opportunities whenever they popped up. I didn’t mention that, while it was probably obvious that I’d still be hooking up with Melinda whenever I could, I absolutely expected to get some one-on-one time with Maryann when I could.

With all of that said, Melinda and I agreed that it was probably time for us to go. We pulled our clothes back on as Maryann slipped her stockings off and collected up her own clothes. I slipped out the window and helped Melinda out behind me, we said goodbye once more to Maryann then we headed back to Melinda’s apartment. It was pretty late so we wondered what we’d find when we got up there — an ongoing orgy or three snoring nudes. As it turned out, Rob, Stefanie and Emelina were still awake but were looking pretty spent so it looked like we were done for the night…but who knew what would happen the next morning after a good night’s rest.

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