Before we get to the good stuff, let me tell you about my situation. I am 23 years old, 6'3" and an almost solid 210. I work out regularly, trying to make it all solid. I am dating a 22 year-old. She's 5'3" and somewhere in the realm of 130, with just the extra weight in all the right places. She lives at home with her mother, and I definitely know where she got her looks from. Her mom is in her late 40s, I've never asked exact numbers, I am a gentleman. She's about 5'7" and probably around 140, again, I've never asked. She runs four times a week, so I am guessing that's pretty close. Both of them have a D cup (I've seen them swap bras in a pinch), and I have plenty of eye candy to go around. I have only one beef with the two of them. Entirely too negative. Don't get me wrong, there's really nothing wrong in their lives. Upper middle class, two story, three bedroom home in the suburbs, both earn a good enough living. They just like to over dramatize the littlest things. Mountains out of molehills, as it were. When I stay at their house, I usually try to get out of the house before they begin their morning regiment. Reason being, damn near every morning starts off with "I hate mornings", "why does every morning have to be bad" or something along those lines. Well on this particular morning, I had slept in an extra 20 minutes, since the girlfriend and I went to a midnight showing. So I wake to the sounds of "chaos" from downstairs, and complaints as I just mentioned. I decided to make the best of my tardiness.

I turned to my girlfriend, Samantha, who was still laying there naked (we both sleep in the buff), and start kissing her nipples. She stirs somewhat, and I move down her body, kissing as I go. Since she sleeps on her back, it's not hard to lightly spread her legs, and get a good look at her lovely pussy. I first kiss it, and see that she's already wet, I wonder what she's been dreaming, as I run my tongue up her lips, and reach her clit. She finally wakes up.

"David! What are you....oooooooohhhhh" She proceeds to moan as I put one finger insider her pussy, and continue to lick her clit. I lick her pussy, up and down, and add a second finger, increasing the speed of both actions. After a few minutes, I manage to squeeze in a third finger, and grab her clip between my lips and viciously assault it with my tongue. "AAAHHH! YES!" She squirts out on my fingers, as her whole body shakes from my wake-up. "What a way to wake up, thank you, lover."

"No problem, sexy. You gotta get ready for work. Isn't your mom off today? She's freaking out again, and she usually does that on days she has to work."

"She's not freaking out. Let her be. She's off, but she's going to my aunt's house later, and you know them two, someone's gotta look better. So she's probably trying to sexy up."

"Oh this again, lovely. Well I'm gonna go get some coffee started, you do what you do to get ready."

We kiss, and she hops out of the bed and scampers off to the upstairs bathroom. I put on a pair of workout shorts, and head downstairs. I see that the coffee is already gone, so I start a new pot, drink some water, and walk to the downstairs bathroom. Lisa's (Samantha's mom) pretty liberal, and we're pretty tight, so she doesn't mind an intrusion to her "beautification" process. She's also a sucker for compliments, so I figure I could make her morning a bit better. I open the door, as I have countless times before, and to my surprise, I find Lisa naked, head to toe.

"Hey Lis--whoa! I am sorry!" I go to back out and close the door when she stops it.

"What do you mean you are sorry? Am I that disgusting?"

Crap, I think, time to lay it on.

"No, Lisa, how many times have I complimented you? I don't lie to women about how they look. It's a rule. I was just apologizing for bursting in on you...like this." The whole time I am looking her up and down, and for the first time, realizing just how hot my girlfriend's mom is. I mean I had always thought so, but I usually figure clothes tighten up some loose areas. Boy was I wrong, there was nothing loose about her. This was one hot lady!

"So I look good in clothes but not naked, is what you're saying?" She withdraws a bit and hangs her head. Instinctively, I move toward her, to comfort her. I slide my hand around her waist and lift her head to look at me.

"I would never suggest such a thing. You are gorgeous. I have always said that Samantha gets her looks from you, and now that I've seen you naked, I can guarantee it."

"Yea, if I'm so good looking, then why can I not keep a man? Ever since Samantha's father passed away when she was a kid, I have never been able to keep a man. I get a few dates here and there, even the occasional fuck, but nothing solid. Explain that."

"Well here's the way I see it; You are a strong, independent woman. You practically raised Samantha by yourself, you own your own business, and don't take shit from people. A lot of men are intimidated by that."

"You think so?"

"I know so. I mean any guy would be lucky to have you." She smiles, and looks at me with hope.

"Honest?"

"Honest. Hell, under different circumstances I would..." I trail off, realizing what I had started to say. We both suddenly realize that we're embraced. Her, naked, me with just a thin layer of polyester on.

"You would what?" Her face moves closer to mine, and mine to hers. We touch lips carefully, feeling out each other. We share one slight kiss, and then another. Then, as if possessed, we lock lips as passionately as lovers who have been apart for years. Our hands wonder, almost in unison. I grab her ass, and lift her onto the bathroom counter. As she positions herself on the counter, she uses her legs to slide my shorts down, and then wraps her legs around my ass. She moves one hand down to my dick, and moans when she feels its size. She guides me to her pussy, and pulls me into her with her legs. Her wetness absorbs me into a pussy almost as tight as Samantha's. As we continue to kiss, I start rocking in and out of her, increasing my speed with every thrust.

"I'm almost there. Make me cum, please."

We break off our kissing after a while, both needing air, and I increase my speed again, assaulting her pussy as if I we were racing to the finish. I feel her pussy clench around my dick as she digs her nails into my back, which drives me overboard, and I cum, releasing what feels like a gallon of cum inside her. With that, she grips even harder, and pulls me in as tight as she can, cumming again.

I stay inside her, as our surge of adrenaline recedes, and our hearts slow down. We look at eachother, and both realize what has just occurred. I withdraw from her, still hard, and walk out of the bathroom, ashamed, forgetting my . Walking down the hall to the stairs, I see Samantha coming downstairs, in nothing but a thong, not unusual for a morning. She sees me there, naked, and says "You finally fuck mom?" She means it as a joke, but as I look at her, she realizes that nothing is funny. "Are you joking?" She raises her voice, and moves towards me in anger. I have nothing to say. Lisa comes out of the bathroom, and I see our combined juices flowing down her leg.

"Sammie, don't be angry."

"Don't be angry? My boyfriend and mother just fucked, practically in front of me, and I shouldn't be angry?" She's almost screaming at this point. Lisa walks over to her and, still naked, hugs her. I also move towards her, and we put her in somewhat of a sandwich.

"Listen sweetie, I was feeling down on myself, and he was comforting me, and, well instinct just took over. I guess there were some repressed desires there."

"No shit! Get away from me, both of you!" Neither of us moves, instead, lisa moves her hands down to her daughter's hips, as I position myself behind Samantha, and put my hands in the same place.

"Sweetie, he said that I had a body as hot as yours, and looking at your perky tits, I can see he was exaggerating. Yours are much nicer." As she looks at her mom curiously, Lisa does something I was not expecting. She moves one of her hands to Samantha's right tit, and starts fondling it. "See they're so much firmer than mine. Feel." She then surprises me again, and takes her other arm, grabs Samantha's and places it on her own right tit.

"Mom, what are youuuuhhhhh" She moans the end of her statement as Lisa pinches her nipple. Samantha loses herself in the moment, and starts fondling her mom's tit. I decide that this is a moment that cannot be passed up. I start kissing Samantha on the neck, as Lisa moves to kiss her daughter. They lock lips much as her and I did minutes ago, as I start kissing down Samantha's body. I grab her thong, and pull it down, and as I glide my hands up her inner leg and thigh, I make contact with her pussy. She spreads her legs, and I see one of Lisa's hands join me from the other end. I place two fingers in her very moist pussy, as Lisa starts working Samantha's clit. Samantha's moans get louder, as Lisa and I speed up our actions. Samantha cums quickly, spurred on by the new interaction.

"AAAHHH!" Seeing her cum squirt on my fingers for a second time, I am overtaken by my nature, and I stand up quickly, practically throw her face-first onto the couch, position behind her, and slam all seven inches inside her at once. She screams in ecstasy into the couch cushion. I assault her pussy as hard as I had her mother's earlier. Lisa moves and sits on the couch next to Samantha's head, and starts fingering herself.

"Yea fuck her hard, David." Samantha realizes where her mother is, and manages to move one of her hands to Lisa's pussy, and starts fingering her. "Yes baby, that's it. Fuck momma's pussy with your fingers." Seeing that, I can't hold back any more, and, ramming harder and faster than before, I explode inside Samantha's pussy, which triggers another orgasm in her. I collapse on top of her, and slide out slowly, laying down on the ground. Lisa moves on top of me, and licks my dick. "Mmmm. Delicious. All three of our tastes."

As I breathe hard, I note "You're a freak, Lisa."

Samantha lays down next to me, "Yea you are mom."

Lisa licks my dick, then Samantha's pussy, and proceeds to kiss both of us. "You two don't even know. Just wait till I tell Auntie Dee about this." Samantha and I look at each other and smile. Auntie Dee is Lisa's twin sister.