“Unnh.  Morning,” I said.  I looked towards her, but the blazing sun coming through the sliding glass doors behind her made me squint.  I gave a little wave and kept walking towards the bathroom.

 

“Would you like some breakfast?  How about some scrambled eggs with onions and cheese?”

 

“Sure, thanks,” I said.  I stuck out an arm to prop myself up against the wall of the hallway.

 

“What’s wrong, Brad?” she said.  I held my hand over my eyes to block out the sun.  My pupils were adjusting to the light, and I could see her face now, looking at me over the top of her morning newspaper.  Looking concerned.

 

“Nothing,” I said.  “I’m okay.  Just really sore.  Tough week at work is all.”

 

“Oh, dear.  Is there anything I can do?”  She stood up.  “Why don’t you come in here and I’ll find you some Advil.”

 

“In a minute, Mrs. Arnold, thanks.  I just need to pee… sorry, use the bathroom first.”

 

She chuckled.  “All right,” she said, I’ll find that Advil while you’re… in there.”

 

When I was done, I tottered into the kitchen.  Mrs. Arnold held out three Advil caplets and a glass of water.  I took the pills, washed them down, and handed the glass back to her.  “Thanks,” I said.

 

She was looking at me kind of funny, and I suddenly realized that I had walked out there in my underwear.  I looked down at myself; luckily, nothing was hanging out.

 

“Sorry,” I said.  “I’m kind of casual this morning, I guess.  I’m afraid that I’m used to either being alone or around my family in the morning.”

 

She chuckled again.  “Nonsense.  I want you to think of me as family.  I almost am.  I’ll be your mother-in-law someday, when you and Beth are married.”  She looked me up and down.  “Boxer shorts are very appropriate wear for a Saturday morning,” she said.  “I wasn’t looking at those.  I was just thinking that you’re becoming quite the muscular young man.  Beth may not recognize you when she comes home.”

It was true.  While I’d never been a wimp, I’d also never packed on the kind of muscle and tone that I now had after only a few months of working in the oilfields.  As a roustabout I got all the grunt jobs, from hoeing weeds in the hot sun to carrying large pieces of metal compressors.  The little layer of fat I used to carry was long gone; in its place were muscles I hadn’t had before.

 

My girlfriend Beth was away at college in New York.  I’d missed this semester of college because I’d run out of money.  In December I had moved back to California temporarily to earn enough to supplement my scholarship.  When I’d started school in New York last fall Dad had retired from his job in the oilfields and he and Mom had moved to Idaho, so when I came back I’d had to rent an apartment near Brea.  When Beth’s mom found out, she insisted that I move in with her to save money.  So here I was, sleeping in her guest room.

 

Mrs. Arnold was thirty-five years old, but looked a lot younger.  Mr. Arnold had been a pretty successful lawyer who’d died in a plane crash while on company business.  Beth told me that between his earnings and the life insurance and accidental death payout, her mom was pretty well off and didn’t have to work.  Mrs. Arnold spent a lot of time at the gym and in the beauty parlor, and she looked very good.  More like an older sister than a mother. 

 

“I’m going to the gym,” said Mrs. Arnold.  “I can get you in if you want.  You look as though you could do with a little warm-up and stretching.”

 

“No thanks, Mrs. Arnold,” I said.  “I’m going to do a few laps in the pool and get some sun; that should wake me up.  If that’s OK.”

 

“Of course, Dear,” she said. 

 

After she left I grabbed a beach towel and went out to the pool.  Still in my boxers, I dived into the deep end.  The cool water woke me up and I started doing the Aussie crawl up and down the length of the pool.  I began to feel the blood flowing through my arms and legs, and the painfully tight muscles started to warm up and loosen.

 

When it felt like enough I climbed out of the pool and dried myself off.  The sun felt good on my body.  I looked around: the backyard was private; as far as I could tell no neighbors could see in.  I stepped out of my boxer shorts, dried my crotch, put the towel down on a lounge chair, and lay down to soak up a little sun.  I fell asleep thinking about Beth.

 

I awoke again to the scent of coconuts and the feeling of hands moving up, down, and across my back.  It felt good.  “Ummm.  Beth?” I said.

 

“Nope, just me.  Good morning again, Brad,” said Mrs. Arnold.  I looked over my shoulder.  She was sitting on the edge of the lounge chair, wearing black gym shorts and a black sports bra.  Man, did she look good.  An open bottle of suntan lotion was trapped between her knees.  “You’re getting a little pink, Dear,” she said.  She squirted more lotion onto her hands.  It wasn’t until I felt them caressing my ass that I realized I had fallen asleep in the nude.

 

I was panicky.  “Oh, man, I’m really sorry Mrs. Arnold!  It seemed secluded, and you were gone; I took off my boxers after I swam, and the sun felt so good, and I guess I fell asleep.”

 

“Don’t worry about it, Dear,” she said.  “I’ll survive.”  Her hands moved down onto my thighs.  “You don’t have anything that I haven’t already seen,” she said.  She squirted lotion onto my legs, then began a slow, rhythmic massage up and down both of my legs.  I felt her palms and fingers pressing into my calfs, up over my thighs and butt, back around and down my outer legs, over my feet, and up my inner legs and thighs.  Against my will, I could feel myself beginning to get hard.  Thankfully, she moved back up onto my back.

 

“You have a beautiful body, Brad,” she said, “but it’s awfully tight right now.”  Her hands continued to work all over my backside.  “Robert used to love my massages.  I got pretty good at it.  What do you think?” 

 

“Uh… well, it feels wonderful Mrs. Arnold, but…”

 

“Please, Bradley, call me ‘Liz.’  Or ‘Mom,’ if you’re comfortable with that.”  She started concentrating on my legs again.  She spread my legs apart and worked the insides of my thighs, up and down with little petrissage movements.  As her hands moved up my inner thigh, I felt her fingers brush against my scrotum.  Oh my God, she could see my balls!

 

“Mrs. Arnold, uh… Liz, maybe I should get dressed.”

 

“Nonsense,” she said.  “I can’t give you a proper massage if you’re dressed.  And you do need this massage.”  She moved up to my back again.  “Can’t you feel these lumpy muscles?  Here, can you feel this?”

 

She pushed a thumb into my middle back, and I groaned in pain.

 

“There, see?  Just let Mom do her thing.”

 

So I lay there surrounded by the smell of coconut while she worked on me.  Groaning once in a while when she encountered a particularly knotty muscle group.  After a while, I had to admit that I was feeling an awful lot better.  I was totally relaxed – except for my raging hard-on.  I willed it to go down, but to no avail.  The thought of being on naked display to Beth’s beautiful mother, with her hands all over me, was exciting.  And every once in awhile she would work on my ass and my inner thighs, her hands freely brushing against my balls.  How was I supposed to get my dick to calm down with all that going on?

 

“Okay, Dear.  Turn over,” she said.

 

What??  No way!  “Umm… Mrs. Arnold…”

 

“Who?” she said.

 

“Uh… Mom.  Thanks, that felt really great.  And now I won’t burn.  But I don’t think I should turn over.”

 

“Why not?” she said.  “You certainly don’t just need a massage on one side.  I’m guessing that you need just as much work on the front.  Let’s see.”  She slid one hand under my chest and pressed a thumb into my pectoralis muscle.

 

“Oww!”  I yelped in pain.

 

“There, see?  Now turn over, Brad, and we’ll take care of that problem.”

 

I had another problem that she didn’t know about.  “I can’t,” I said.

 

She patted my naked butt cheek.  “I told you, Dear, you don’t have anything that I haven’t seen before.  I’m a pretty liberal lady, and I’ve been around a few naked men.  You’re my daughter’s boyfriend, and I’m only concerned with your well-being.  Now just you roll over and I’ll take care of you.”

 

She sat there waiting.  I didn’t know what to do.  I was embarrassed to have her see me, and embarrassed to tell her that I had a hard-on.  But in the end, I was more embarrassed to be a wimp in front of an obviously worldlier woman.  I turned over onto my back, hoping that somehow she wouldn’t notice my condition.

 

“There now!” she said.  “That wasn’t so difficult, was it?  Let’s just get some oil on your chest, and we’ll take care of all those tight little…”  Her words trailed off.  I looked up at her and saw that she was staring at my cock, so hard and so close to her.  Her mouth was open in a little ‘o’ of shock.  My thick seven inch rod was at full attention, bouncing a little to the rhythm of my heartbeat.

 

“Well.  Um.  Brad,” was all she could say.

 

“Oh God, I’m so sorry Mrs… Mom.”  In this situation, ‘Mom’ sounded totally inappropriate.  “Liz.  I’m sorry, it’s just that…”

 

“No, no, not at all.  I had no idea you had… an erection… but it’s perfectly all right.  Natural and healthy, in fact.  I should have expected it.  After all, you’re a horny… I mean healthy young man, and right now you can’t get laid… I mean, no outlet… Natural, is what I mean to say.  Don’t give it a thought.”  She squirted some oil onto the palm of one trembling hand, rubbed her palms together, and started working on my chest. 

 

It felt good, but she was still staring at my dick and obviously we were both uncomfortable with the situation.  I reached up and held her wrists.  “Liz, I’m really sorry.  You’re shaking a little.  We should stop.”

 

She looked into my eyes.  “Nonsense, Brad.  I’m you’re mother-in-law to be, and there’s nothing inappropriate about this.  I was just a little surprised, is all.”  She started rubbing my chest and doing little thumb-digging moves on my pecs.  “There… doesn’t that feel good?”

 

“Yeah, Liz, it feels great, actually.”

 

“See?”  She worked my chest and the sides of my torso, then moved to my abs.  I watched her working, and I swear that her eyes were locked on my penis, to the point where she lost track of what her hands were doing: as she swept across my abdomen in a clockwise motion, both hands began making contact with my hard-on.

 

Her touch was electric, and my legs jerked a little.  “Unhh.  Unhh.  Oh, God.”  I said. 

 

Her hands stopped moving.  “Oh, Brad, I’m so sorry.”  We both looked down and saw that one hand was directly under the head of my penis; as we watched, a drop of pre-cum dropped onto her fingers.

 

She sat back and sighed.  “Dear, I set out to relax you, but I’m afraid I’ve made things worse.”  She squirted more oil onto her hand.  “I’ll make amends though.”  And with that, she wrapped her oil coated hand around my shaft and began to jerk me off.

 

“Oh God,” I groaned.  It felt wonderful!  I watched as my girlfriend’s mother jacked her hand up and down my rock hard dick.  On the upstroke her hand went all the way up and over the sensitive head of my penis.  She sure knew what she was doing.  I didn’t know how long I would last.

 

“My Robert always said I was pretty good at this kind of massage, too.  Just relax, Brad, and Mom will make you feel better.”  Her breathing was getting a little ragged.  Mine, too.

 

Her other hand ran up and down my leg, then moved back up to fondle my ball sack as she continued to masturbate me.  “You have such a beautiful body, Brad.  Beth is a lucky girl.”  She moved her free hand moved down under my ass.  I felt her finger penetrate my anus!  “Let’s see if I can remember…”  She moved her finger deeper and wiggled it around as she continued to whack me off.  Suddenly she hit a spot that sent an electric charge through my body.

 

“Unnnh!  Oh, God, oh…”  My entire body was tensing as she pressed against what I would later learn was my prostate.  “Jesus.  That.  Feels.  So.  Good!  I’m gonna cum, Mom!  I’M GONNA CUM!! OH, GOD!!”

 

When she heard me call her ‘Mom,’ her hand squeezed tighter and started literally flying up and down my granite cock shaft.  “Yes!  Yesss!!  Cum for Mommy, Dear!!”

 

I started bucking uncontrollably and I yelled as the first jets of jism shot out and hit Liz in the face and hair.  She pulled back but kept jacking me off, and I continued to squirt white ropes of cum juice, more than I could remember ever producing before.  The rest of my load landed on my chest, my stomach, and her hand.  As I came down off my orgasm Liz switched to gentle milking motions, and eventually just held my softening cock in her hand until my breathing steadied and I opened my eyes again.  She was smiling at me.

 

“Better?” she said. 

 

“Oh God, Liz.  That was… incredibly great.  But you’re my girlfriend’s mother.  This can’t be right.”

 

She smiled.  “Well, let’s see.  You obviously needed this, so it’s right in that sense.  As for anything else… just think of it as my way of helping you stay faithful to my little girl.  Okay?”

 

I looked back at her.  Liz’s had was still wrapped around my dick.  I had a beautiful afterglow from my orgasm.

 

“Okay,” I said.

 

She let go of me and stood up.  As I watched, she pulled her sports bra over her head, releasing the most magnificent set of tits I’d ever seen.  “Meanwhile,” she said as she pushed her gym shorts down her legs, “I think I’ll take a quick dip in the pool and then join you for a little sun.  All right?”  She kicked her shorts away, revealing a tight, trim, tanned body that men would die for.

 

“You bet… Mom.”

 

 

 

 

 

I came out and my cock was soft and dangling down and I had my hand over it. She sort of giggled and said sorry I am not laughing at you I was expecting to see it all hard and not sad like that. She was wearing a two piece swimsuit and showing a lot of bare fleash and I immediately began to get hard again and it was harder to cover my cock. She said please can I see it, I am fascinated and will you do it for me and let me watch. I was extremely embarrassed by being caught with my pants down, masturbating and now with a hard cock she wanted to see and was asking me to wank myself in front of her.

See she said it wants to do it its all hard again, and it looks lovely. Can I touch it and without waiting she came toward me and had her hand out ready to grab my cock. I couldnt help myself and let her feel it and it was wondeful with her nice small soft hand around it and then she use her fingers to play with it a bit and move it about. She said go on do it for me and I realised if I didnt she would have me cumming by doing what she was already.

I said ok but you stay there and i wanted her a couple of feet away. She stood back and I began to stroke myself and she said that looks great, I have always wondered how boys did it, I have to slip my finger in a  bit and rub my clit. Without realising I said will you show me how ou do it and she just slipped her pants down and spread her legs and began to finger her downy covered cunt. She eveidently had just started puberty as her hair was just growing, mine had been fully grown for about  a year.

She said look its not very comforatable here how about we go to my place and do it and we can do it in comfort. Nobody is home and they wont be till late. I said ok and I got dressed and we went to her place into the pool cabana by the side of their pool.

There were lounges there and she said take all your clothes off and we can start again. She was already slipping her pants off and then her bra. She looked beautiful standing there all naked. I followed and the two of us just looked at each other. I said you look beautiful. She said thank you I like you too. 

I was hard already and began to stroke myself sitting on the edge of a lounge and she was opposite me about 3 feet away doing it to herself. She said do you cum, and I said yes. Good she said I want to see it as I have never seen a boy cum or what its like.

By now I was stroking hard and after a couple of minutes I was getting the feeling like I was going to cum pretty quick. With her watching me I worked up much faster than normal and I said get ready I am nearly there and I stood up and spread my legs and half squatted and pulled a bit quicker and then it started and I grunted a bit and I shot cum everywhere. I was saying  OH GOD OH GOD as I pumped it out - it felt great with her looking at me. It spurted out about a yard or more in three or four big spurts before it stopped and began to dribble out. I had to sit down as my legs went all weak.

She sat there wide eyed and watched me intently. That was fantasic I loved it she said and got down on her knees and started to poke at the cum and look at it all spashed on the tile floor. She had quite a bit on her finger and was making strings with it, she said its all sticky and white like, and I said yes. She said I love it, I thought it was clear like piss or something.  She played with it while i milked the rest of the cum out of my cock and let it dribble onto the floor. Then she picked up a bit on her finger and put it in her mouth and sucked it off her finger,I couldnt believe it. She said it doesnt taste very nice, I dont know why girls swallow it when they do it to men with their mouth. I am not sure if I could or not. 

Then she got up and said now its my turn and she spread her legs and began to rub her finger into her cunt and along her slit and over the top of it and then ran her finger around in rings over the top of her slit. I got down between her legs to watch and it was great, my first close look at a cunt. She went for about 4 or five minutes rolling her head and ouching her nipples with her free hand and she was really having a great ime. I was fascinated. My cock was hard again and I was playing with it as I watched her.

Then she gasped and murmured and said its happening I'm cumming I'm cumming and she rubber her clit harder and opened her legs a closed them a bit and pulled her nipple with her finger and grunted a few times and sort of had a spasm like I do sometimes. I was getting the best show of my life.

I started to wank hard and saw some juice run down her cunt which she wiped up with her finger and wiped on the lounge cover. She was laying back on the lounge now completely exhausted, with her legs over the edge of the lounge and her cunt all wet and looking wonderful.

I dont know what came over me but I leaned forward and kissed and licked her cunt and she sat up real quick, I got some juice on my tongue which had a strong taste. Why did you do that she said - and I said because I couldnt help it I have never seen anything so beautiful before - that was wonderful and your cunt looked so nice I couldnt help it.

The two of is just sat there for about 10 minutes talking about masturbating and how often we did it and when we started. We really opened up and I told her things that I would never have told anybody else and she did the same.

I said can I kiss you and she stood up and we embraced and everything just went wild in my hed and we really started to kiss madly and rub our bodies together and my cock was hard and against the outside of her cunt and we ground into each other having what we both realise now was a dry fuck. I was rubbing her tits and she would put her hand down and adjust my cock into a position she like to feel me in. I suppose we did this for about 5 minutes and I couldnt help it and I came again. I knew I was going to and instead of pulling back I let it spurt up between us and over our bodies where they were touching and rubbing. She sighed and said that was great, I didnt realise it was warm too as we parted and my cum ran down our stomachs and thighs. She said I nearly came myself and she said next time we know what to do.

I said I have never had so much fun and held her to me and we kissed again and spread my cum all over us as we rubbed together again, this time it was cold and didnt feel as good. she said I want to do this again with you, I love you - and I said I love you too. We kissed and cuddled again but we never made another orgasm together.

After that we had a shower together in the cabana which was great fun rubbing soap all over each other and I slipped my finger into her cunt and she said - do it some more and told me where to rub and after a few minutes she had an orgasm that I made for her with water showering down all over us. She was so happy. She said thats the first time anybody had made me do it without me doing it myself. I said I hope I can do it again for you, and she said so do I.

We dressed and kissed a lot again and she said can you come over tomorrow and I said try and keep me away.

From that day on our sex improved and within a month we were into real intercourse and fucking like rabbits and every other form of sex as well. More about that later.

" I do." Sandra, the goth girl that i was strangly attrached to put her hand proudly up. " i not ashamed, i know a few of the other do as well, they stay behind in the locker room when they think nobodies around." Shit i thought, i was sure nobody was around would she out me as a masturbator.

" Well i sure everyone in here masturbates and if not well you would have by the end of the lesson." the whole class wonder what she meant. " As you know we are coming up to the end of term which means end of term tests but not in this lesson if you prove to me you can pleasure yourself well enough to make yourself climax then you will pass, if you can't manage than you fail."

"You can't make us do that." Kelly shouted." It not right."

" Kelly Summers you need to pass this class if you want to get into the colledge you want, i suggest you do what your told." She said sternly." Now my name is Ms Lopez and i will be showing you what to do." As she spoke her earing fell to the floor , she bent over her dress rose up at the back showing us her fantastic firm backside in her tiny thong. She stood back up facing the class her boobs had fallen out, she left them hanging out while she put her earring back on.

" Girls don't looked so shocked you'll be seeing each others before the lessons end."

" Please no i can't." Kelly whinged.

" Yes ms Summers you will, do you want to ruin your future because you didn't do something here that you do at home?"

" I don't do such things" She protested followed by Sandra snorting a small laugh. The class gasped as they realised Sandra had seen Kelly fingering herself. Hanna laughed

" I would laugh Han I've seen you hidden by the football stands." Sandra said, Hanna went bright red" And you Claire i now you do it, Jess we've done it together and Lucy..." oh i knew it was coming " I saw you buy a dildo so you must." " Oh how much of a dyke are you? spying on all the girls in school." Kelly snipped.

" I am gay, if you snapped out of your world for a seconded you would notice and am not spying you lot where doing it out in the open where anybody could see."

" Ok girls so we now know that we all masturbate, thats good thats the first step, the next step is to get down to our undies so if you will follow my example." She stripped down to that little thong which had a small wet patch soaked in the front. " Come on girls remember you fail if you don't" Sandra stood up and started to take off her clothes she even took off her bra before striking a few poses and blowing a kiss at ms Lopez. " Thank you Sandy come the rest of you get them off." One by one the girls stripped off so did i all fearing losing the grade we needed to pass, it was  now only Kelly still dressed.

" Kelly Summer take off your clothes."

" No im not going to,"

" Ok so you failed once i put your grade down there be no going back. She walked back to the desk and pulled out the folder. She put the pen to paper and looked at kelly. " Last chance."

" No please, I'll do it don't fail me." She stripped looking like she was going to cry. Ms Lopez sat on her desk and slide her thong off

" Now you don't have to remove yours but i like to be naked while i masturbate but everyone should start to masturbate."

" Can we used dildo's" Sandra said from the back of the room.

" Yes you can if you have them on you." She said as she rubbed herself with on hand while grabbing her boob with the other. My hand slide down my knickers, i couldn't take my eyes off ms Lopez playing with herself. i didn't know how many others where masturbating i knew Sandra would be, i wanted to turn around and watch her but i didn't want eveyone to know my secret.

" MMmmm Ms lopez mmm." Sandra gasped as she fingered herself.

" ooohhhhh mmmmm"  Hannah moaned.

" Oh please please " I looked over at Kelly as she moaned, i saw her with the biggest dildo ever.

" MMMM very good oohhhh class looks like all of you know what to do mmm"

" MMMMMMSSSS  Lopeeeeezzzzzzzzzz " Sandra screamed as she came, one by one the girls in the class came loud untill it was just me Kelly and Ms Lopez still masturbating.Sandra sat behind kelly as she played with herself watching the cheerleader.

" Go on Kel fuck yourself baby" the calls came fromaround the room " Yeah Lucy fuck yourself babes."

" Ooooooohhhhh yes yes mmmmmm" Ms Lopez came loudly and even squirted a little over her desk.I was trying to cum but i was aware of eveyone staring and i didn't want to be the last one doing it but i couldn't cum. " You ok Lucy?" Miss Lopez asked

" I can't cum" i moaned, then i said something i didn't mean too. " help miss please." i begged " I want you please."
The girls all gasped as i pleaded with her. Then they heard something that soaked them more.

" Shall i help you Kel?" Sandra asked.

" Ohhh Yes please help me." Sandra the goth and kelly the cheerleader together nobody could believe it, until Ms Lopez slide her fingers inside me.

" Oh yes honety come for me scream my name." Ms Lopez whispered in my ear.

" MMMmmmmm yes yes yes fuck me." I said as i felt the orgasm rise inside me." Fuck me miss pleas keep fucking me." As i exploded with a shuddering orgasm, followed by the screams of Kelly as she hugged Sandra as she came.

  The door burst open and a police officer the principal and Ms Moore walked into the room.

 " Thats her" Ms Moore pointed at Ms Lopez. " She was the one that tied me naked to my office chair."

" Girls stopped what you are doing this woman is not a teacher." The principal said as the officer put a naked Ms Lopez into handcuffs and walked her out the room. " Put your clothes back on the counselour will be here to help you get through this is you need to talk. But i didn't need to talk to anybody i loved the lesson it was the best class ive ever had and i wanted so much more i need miss Lopez to fuck me again.

Maybe someday we will meet again, at least Sandra and Kelly found something aout them selves.
 

‘Yes’, she thought, ‘I’d love to have a sampling of that right about now…mmhhmmm’, a light shiver ran over her at the thought.  

She was certainly not going to be able to sleep tonight unless she was liberated from the passion she was almost past controlling.

She considered waking Mike, then decided against it.   Were she able to convince Mike to make her cum, she was so horny she knew she wouldn’t be able to control her fervor, and would be way too loud in the little camper. She decided she would have to solve this little dilemma herself.   She felt that she could maintain some control that way and would hopefully not make much noise – although she was almost past the point of caring about now.

It was pretty warm at this time of year, because of that Shelly had worn only a light nighty over her panties tonight. The nighty was light cotton, and covered her to mid thigh.   Shelly was laying on her side and peered through the subtle light in the camper. She looked over at Brent and Debbie’s bed to ensure they were asleep.   Brent was closest and turned away from her. Seeing only the gentle rise and fall of the covers from their breathing, she felt a certain amount of confidence as she slid her hand under the covers of her bed.

Slowly Shelly moved her hand along her outer thigh to the hem of her nighty.   Gently and quietly Shelly took the hem of her night gown and slid it up over her hip.   Her ears piqued to any sound of stirring from Brent and Debbie, she silently raised her hip off of the bed to slip the right side of her nighty up to her waist.   She felt naughty and extremely horny as she slid her hand down to her panties.   It reminded her of when she first discovered the joy of fingering her pussy when she was thirteen. She had been in the same room as her older sister.   Shelly had made herself cum countless times with Jenny sleeping quietly only 10 feet away.  

Slowly she slid her hand under the waistband of her panties as she gently brought her knees apart.   Raising her knee high she tucked her left foot behind her right knee as her fingers slipped through the light hair of her pussy.   She continued to keep a cautious eye on Brent and behind him Debbie, as her fingers sought out the throbbing itch of her pussy.

An unintentional moan escaped her as Shelly’s fingers finally touched her wet clit.   She was absolutely soaked and as she slowly circled two fingers over it she could hear the slurping sounds of her juices under her fingers.   Reflexively she thrust her pussy forward against her fingers her eyes closed in pleasure. She slid her hand further into her panties - as the bottoms of two fingers and then the top of her palm slipped wetly over her clit she sunk two fingers as deep as she could into her itching slit.

She was having extreme difficulty remaining quiet as she stroked herself, her fingers soaking wet with her own juices.   The pleasure was incredible as she massaged her clit with her palm and wiggled her fingers inside her musky wet canal.   She found herself starting to gently hump her pussy against her own manipulations and had to make a conscious effort to settle herself down.  

Slipping her fingers out of her needy slit, she slid one finger along her lips up to her clit and back down again, with only the tip of her finger between her salivating pussy lips.   Her panties were now a hindrance to her and she determined she had to have them off.  

She opened her eyes to once again survey Brent and Debbie’s sleep.   She saw that there was no change in their position and then noticed that she could see almost clearly in the camper now.   The full moon had come out from behind a cloud showering   their little camper in a soft glow.  

Since everyone was clearly asleep, Shelly boldly rolled to her back and raised her hips. Hooking both thumbs in the waistband, she slid her panties down over her bum. Bringing her knees forward she slipped the panties off –just as she heard a stirring in Brent and Debbie’s bed.   Shelly froze and listened closely.   Someone was turning over.   She slowly lowered her feet to the bed then layed very still, as whoever was moving settled.

If she wasn’t so horny she might have decided that it would be too reckless to continue, but she was very aroused and determined to cum – tonight.   Shelly layed still for what seemed an eternity, then feigning sleep sounds, turned her head to take a cautious look at Brent and Debbie.   She saw in the soft light that Brent had turned toward her now and was breathing quietly, still asleep.   Now, out of her panties, she felt a freedom that was erotic and naughty as she quietly slipped her damn underwear under her pillow.

Mike, pretty much passed out beside her, was not a big threat to wake up, but with Brent stirring the threat of being caught added excitement to her already overly excited passion.

Her knees were still drawn up and as she slipped her hands down her tummy her knees instinctively separated.   Her hands with a mind of their own continued down her body drawn by the needs of her pussy.   Again soft wet sounds could just barely be heard as she slipped one and then two fingers into her eager pussy.   She slowly and deliberately massaged her desperate pussy. She played slowly to both remain as quiet as possible, and to maintain this sensation for as long as she could stand.   She was so horny she could make herself cum quickly if she tried, but she was loving the feeling too much to have it go away.

Gently she rolled her fingers around inside her pussy as she massaged her clit with three fingers of the other hand.   She couldn’t prevent the soft moans of pleasure from escaping her, and tried her best to make them sound like sleep noises.   She was trying to keep as still and quiet as possible but her passion was becoming stronger, and she was loosing what little inhibition she had left.  

She was now uncontrollably thrusting lightly against her hand as her fingers fucked her pussy with increased vigor.   ‘Mmhmm’ quietly sounded in her throat.   The camper was starting to rock slightly and Shelly almost didn’t care.  

She was enjoying this too much to make it end so soon – she wanted to cum, but wanted more to maintain the pleasure.   Slowing her pace she slid her fingers out of her drenched pussy and slid them up and down her wet lips. The camper was rocking too much now - she mustered all her control and slowed - then stopped her movements. She again piqued her ears to hear if there was any sign of others being awake.

The camper still continued to rock slightly though, even after she consciously stopped thrusting against her hand.   She stopped moving completely and there was still a slight movement of the camper.

Opening her eyes slowly Shelly’s senses were alert as she looked, felt and listened in the camper.   She could hear a slight noise from Brent and Debbie’s side of the camper.   As she turned her head slowly to look, the noise stopped and she could feel the camper stop its gentle sway.    She could see quite well in the soft light and Brent was still lying facing her, she could see well enough to tell his eyes were closed, but she could see by his breathing that he was not asleep.   He was not breathing gently and easily as sleeping people do, rather his breathing was rapid and more intense.   Shelly grinned to herself as she guessed what was happening.

Turning quietly toward Brent she discretely slipped out from under the blanket as she spread her knees. Again slipping her hand down to her pussy she slipped a finger inside and wiggled it quickly.   Soft sucking sounds were plainly heard now not muffled by the blanket.   Brent’s eyes opened then widened as Shelly’s fingers and pussy were plainly visible only a few feet away.   Brent smiled and slowly slipped his blanket back exposing his obviously fully erect cock.   Her suspicions were correct, Brent’s hard cock was evidence to the fact that he had heard Shelly’s play and had started to masturbate as well.   His cock was gorgeous. It was quite long and very thick.   As he started to stroke it, his fingers barely reached around it.   Shelly relished the view of her husband’s handsome friend stroking his huge cock only 6 feet away.  

The sight of Brent’s rock hard cock leaking pre-cum was hugely erotic to Shelly and she again buried two fingers deep inside her wetness. She stroked her fingers in and out in rhythm to Brent’s long stroking of his rigid cock.   They tried to maintain control of themselves lest they wake their spouses as they continued to masturbate for their and each other’s pleasure.  

Shelly was getting too, too horny now and was bucking harder and harder against her hand.   She ground her clit against the heel of her hand as she rode hard on her fingers reaching deep inside her wet slit.   Moans were coming more and more quickly from her as she fucked her pussy mesmerized by Brent’s stroking of his cock in front of her.   Brent’s stroking grew in time to her own play could tell that he too was close to orgasm. She wanted to see his cum, wanted to taste it.   She felt very mischievous, naughty and horny as she ached to cum and watch Brent cum too.

Shelly had her legs wide open and her fingers buried deep inside herself.   She was fucking herself forcefully now, too excited to be restrained - both she and Brent were on the verge.  

She could feel the passion welling up inside her, and knew she was past the point of no return.   Suddenly Brent tensed up, his hand stopped stroking his gorgeous cock, his eyes were squeezed tight as his whole body stiffened.   A stifled moan escaped Brent as Shelly saw his cock twitch then sprays of cum erupted from Brent’s hard cock.   Stream after stream of hot semen jumped from his stiff penis, landing on Brent’s stomach, his chest, his arm, the bed – it gushed uncontrolled from his hard cock as he lay taut in pleasure.   It was all Shelly could take – as Brent lay across from her, his cock erupting cum - a great rush of pleasure came over her - she bucked hard against her hand and felt the wash of orgasm roll over her.   She reflexively plunged two fingers inside her and held her hand tight to her pussy.   Rocking the heel of her hand against her clit she bucked hard against it, grinding her itching, aching clit to satisfaction.   Her orgasm, so much in anticipation, was intense.   She was barely able to suppress her squeals of passion and pleasure as she rode her hand through her orgasm – the vision of Brent’s cock shooting cum making her pleasure even more intense.

Slowly the waves of her orgasm subsided, and as Shelly lay in the afterglow she smiled at Brent and winked.   He winked back smiling, he was a beautiful sight to her right now – naked and covered with his own cum, brought on by his excitement at her own play.   The orgasm she had, intense as it was, only took the edge off of her passion though.   Now actually seeing Brent’s cock she had an even greater urge feel it fill her up.   Tonight might not be the best situation to do that however.

They both lay quietly now surveying their situation.   They listened intently to their spouses breathing.   Shelly surmised that Mike had slept through the entire thing and Brent indicated to her that Debbie too was still asleep.   ‘It was a good thing that both Mike and Debbie had tied into the whisky that evening,’ Shelly considered. In retrospect she was certain that she and Brent had been not very quiet.   She even remembered the camper squeaking slightly from their play.   She was too wrapped up in her pleasure to really think about it at the time mind you.   Thankfully though, it appeared that they were undiscovered.  

Brent was in a bit of a state however.   He and the bed were covered with his cum.   He looked down at the sprays of cum and frowned.   He gave Shelly a funny look and she suppressed a giggle.   Reaching under her pillow she pulled out the panties she had tucked there.   She held them up to him with her eyebrows raised in a questioning expression.   He nodded with a grin and she gently tossed them over to him.   The implication was not lost on either of them.   Tonight he would be using her panties to wipe his cum from himself – another time her panties might have his cum in them for a better reason.

The panties she tossed landed on his chest. As he picked them up he could feel the dampness on his fingers.   Sliding the crotch of them between his fingers he shrugged his eyebrows at Shelly and then winked.   She smiled back with a slightly shy/embarrassed look - knowing herself how wet she had been before she removed them.  

Brent then did something that surprised her.   Taking Shelly’s panties in his hand he drew them up to his face, and took a long breath of her scent.   His body visibly wilted as be smelled the erotic juices of her pussy on the panties.   It struck Shelly oddly to see Brent sniff her panties.   She was slightly grossed out, but she was more aroused. The thought that she had turned him on so much that he wanted to smell her underwear was very arousing to her.   Arousing so much in fact, that she was surprised to feel a familiar warmth growing in her loins.

After taking several long whiffs of her scent from the panties, Brent removed them from his face and began to wipe up his cum with them. Sometimes Shelly found cum to be kind of gross, but tonight even after her intense orgasm she was still horny enough to find it a turn on.   As Brent moved slowly to keep from waking Debbie, he rubbed the panties over himself, wiping the cum from his chest, stomach, arms and bed into Shelly’s panties.   He was not really able to absorb a lot of it into the scant filmy panties, but he cleaned it up enough to have it not running down his body as it had been.

He held up the panties to Shelly with a ‘Now what do we do with these’ expression on his face.

Shelly held her hand out to him and waved her fingers, indicating that he was to toss them back to her.   He made a funny ‘grossed out’ face and tossed them into her outstretched hand.  

 

Shelly caught them and brought her hand back to the bed.   Having seen Brent smelling her panties had stirred up erotic thoughts in her, she knew exactly what she was going to do with her now cum covered panties.

With a coy smile at Brent she winked and held the panties out letting them hang free.   She could see the wet patches of Brent’s cum clinging to the filmy fabric.   She held a finger to a string of cum that was starting to hang down from the panties.   Wiping some of the stringy cum with her finger she smiled at Brent and drew her finger to lips.   Maintaining her gaze on Brent, she opened her mouth and slid her cum covered finger onto her tongue.    Brent’s eyes opened wide as Shelly grinned naughtily and sucked the cum off of her finger.   Withdrawing her finger from her mouth she smirked at Brent and visibly swallowed his cum.

Brent smiled back at her, visibly turned on by Shelly’s actions.   He was still on his side, uncovered, facing her and she could see that as she sucked his cum off of her finger his cock was beginning to come back to life.

Shelly returned her attention to the cum soaked panties. Looking them over carefully, she found a large patch of cum and drew the panties to her mouth.  

Shelly slipped out her tongue, and touched it to the cum covered spot.   First taking long licks she then placed the panties against her lips and sucked the cum into her mouth. After swallowing the spot of cum, she surveyed the panties again, finding a fresh spot to suck. Each time she found a fresh spot she hungrily sucked in all the cum she could.

Brent watched in amazement and arousal as Shelly sucked all of his cum off of her panties.   His cock had responded to the sight of Shelly sexily eating his cum.   Although it had only been 10 minutes previous that it had shot great gobs of cum in a fantastic orgasm, his cock was now fully erect again. As Brent watched Shelly sucking his cum from her panties, he instinctively began stroking his fully erect cock.

Shelly, satisfied that she had removed all of the cum she could from her panties looked over to Brent.   Seeing him stroking his cock again made her grin.   ‘As turned on as I am’ she thought.   She smiled at him and shook her head from side to side pointing at his hand wrapped around his cock.

She mouthed to him, “No…..Tomorrow….”