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Fanny Grimes caught sight of her reflection in the full-length mirror as she walked into her bedroom after her workout. "Not bad," she thought, "This exercise is really starting to pay off. I look almost as good as I did before Paul died." A wave of sadness washed over her as she thought of her husband, Paul Grimes. They had met in college and instantly fallen in love. Actually, it had been lust-at-first-sight but love followed close behind. He had been one of those All-American hunk types. He had the body of Arnold Schwarzenegger, the brain of Albert Einstein, the voice of Forrest Gump, and the dick of Jeff Stryker (8.5" long by 6" around). Each had been delighted to find the other was a skilled, active, and imaginative lover. They had moved in together when Fanny was a junior and Paul was starting graduate school. They married the following summer and Alan was born in '78. Bob and Carl followed at two-year intervals.

Paul Grimes had earned his BS in Petroleum Engineering in three years and his Ph.D. two years later. He seemed to have a nose for finding oil and natural gas reserves. This made him a lot of money from the oil companies, the residuals from which still provided a very comfortable income for the family. "He always knew how to get my oils pumping," thought Fanny. Paul had contracted meningitis in Guatemala five years ago and died before he could get to a hospital. Fanny had been devastated. She was a widow at thirty-three with three young boys and the love of her life gone. She knew she wouldn't have made it with out the help of her brother Frank and his wife Jill. Fanny was glad she could return the favor when Jill had been killed in an auto accident six months ago.

After Jill's funeral, Fanny had noticed just how far she had let her figure go. Her weight was up to 150 pounds and getting flabby. A ruthless diet and exercise program had paid off. She had lost 30 pounds and toned up her body. She thought she looked better now than before she had babies. Not as slim, mind you, but the lushness of a 38-year-old with the firmness of a 25-year-old. She was proud that her 36C breasts would still pass the pencil test. She had a body that any woman her age would be proud to show off. "Not that it does me a lot of good," she thought glancing at the king sized bed she had shared with Paul.

There had only been two other men in her sex life. Her brother Frank had broken her cherry when she was fourteen and he was sixteen. They had fucked almost nightly until Frank had gone off to school. Then they fucked during holidays and summer breaks until she met Paul. Frank and Fanny's parents had owned a restaurant downstairs from where they lived and never got in before ten o'clock at night. This gave Frank and Fanny plenty of time to fool around before they got their baths and got ready for bed. Many were the nights that Fanny was fucked standing up in the shower or bent over the counter in the bathroom she shared with Frank. They had fucked in every position they could think of but their favorite was doggy style. With all of their fucking they had never thought to use birth control. It was amazing that she had never gotten pregnant.

Fanny had never told anyone else about the third man in her life. One Friday evening, while Frank was out with his friends, Fanny had been on her bed, on her knees, her head down, her ass in the air, and her hands between her legs playing with her pussy. She was wearing her baby doll nightie but without any panties. As she played with herself, she was wishing that Frank would get home soon and fuck her. Suddenly she felt a man's hands grab her hips and a hard dick thrust itself between her legs. She did the only thing a horny girl would do; she grabbed it and stuffed it in her pussy. This wasn't Frank. She knew the feel of his dick. This one was bigger. It was her father. Fanny grunted as he thrust into her and felt his hairy balls smack up against her clit. "Oh, yes! Fuck me," she moaned as he pounded his hard meat into her open pussy. Harry Parker didn't make a sound as he fucked his daughter to a pounding climax that set off his own explosion filling her pussy. When he was finished, he zipped up his pants and left without saying a word. That night, Laura Parker was surprised at how long her husband was lasting as he steadily fucked her to her third cum. She certainly didn't complain. Later, whenever she knew she was going to be alone with her dad, Fanny would put on her baby doll nightie without any panties and kneel on her bed with her face down. Soon her dad would come in and fuck her tight little pussy. Whenever she was on her period, he would take her in the ass. Fanny always made sure she was well lubed with petroleum jelly when she thought daddy might fuck her ass. She wished she could have her brother in her pussy while daddy pounded her ass but she knew it would never happen. In all the times he fucked her, he never said a word and Fanny never acknowledged that she knew who was fucking her.

Thinking back on this made Fanny extremely horny. She stripped off her leotard and lay back on her bed to take care of her itch. She hadn't closed her bedroom door all the way but didn't think the boys would tear themselves away from the baseball game on television. She was wrong. As she lay down Alan was on his way upstairs to get something from his room. His bare feet hardly made a sound on the thick carpet. He stopped as he passed his mom's room. He heard her moan and glanced in to see if she was all right. Alan was just about to call out when he caught sight of her naked form on the bed. He quickly backed up so that he could continue to watch her without her seeing him. His dick immediately started to swell in his shorts. He pulled his cock and balls out through the right leg opening of his gym shorts and began to slowly stroke himself. He hadn't seen a fully naked girl since last summer when he had fooled around with his cousin Amy.

They had gone hiking around the lake. When they stopped for a break she stripped naked and had sucked his dick until he came in her mouth. She asked him to rub oil on her and make sure he didn't miss anything. Alan had finger-fucked Amy's ass until she came and then finger-fucked her pussy until she came again. After she had sucked him off again she straddled him and rubbed her pussy against his dick until he came a third time. They had gone skinny dipping to wash off the lotion and cum, after which he sucked her pussy until she came. Alan licked his lips remembering how sweet Amy's pussy had tasted while he stared at his mother's shaved pussy. Amy's pussy had been bare too.

Fanny cupped her smooth mound with her left hand as she gently kneaded her breasts with the right. Her crotch was moist from the sweat of her workout and was getting wetter as her feminine juices started to flow. Her nipples formed hard points like dime sized pencil erasers as she alternately squeezed, pulled, stroked, and pinched her tits. "Frank always loved to suck on these," she thought. She hadn't thought about Frank sexually in years. It wasn't her 40-year-old brother that she was thinking of; it was Frank as he had been when he had popped her cherry. He had been a handsome young stud like her Alan. In fact, Alan is the same age Frank was when they had started having sex. The thought sent a shiver through Fanny. Her boys were growing up.

Fanny knew that her sons jacked off. She had had 'The Talk' with Alan and Bob when she started seeing cum stains on their sheets and underwear. She had assured them that it was a part of growing up and that everybody did it, even girls. She had showed them all the 'girl parts, ' let them explore her, and answered their questions. Normally she fantasized about Paul but this time she found herself thinking about her oldest son Alan as she stroked her clit and slowly dipped a finger into her dripping pussy hole. "This isn't enough," she thought and rolled over to her nightstand to get her 'friend.' Her 'friend' was an 8.5 inch dildo she had bought after Paul died. It wasn't a substitute for Paul, but sometimes she just had to have something hard inside her. She didn't know her son was stroking a dick almost as large just feet away.

Fanny licked and sucked the head of the large rubber dong to wet it before slowly pushing it into her waiting, wanting pussy. "Oh, YES! That's what I need," moaned Fanny. Paul watched wide-eyed as his mom fucked the fake dick into her gaping pussy. It didn't take long to push her over the edge. "YES, YES, YES! Fuck me Alan!" "What?" he thought, "Mom is thinking about me while she is getting herself off." The implications sent him over the edge splashing his cum on the door jam. Alan retreated to his room to think about what he had just seen and heard. His mom certainly was a woman and women needed sex as much as men. He guessed that she had had a hard time since his dad had died. Alan knew she hadn't dated anyone seriously since then. He wouldn't mind fucking her if she wanted him to but he didn't know how to let her know.

When she had finally come down from her mind shattering orgasm Fanny pulled the dong out of her pussy. She hadn't come like that in years and she did it while she was thinking about her son fucking her. "I need a man. I have got to get a real dick in me," she thought. "I wonder how big Alan's dick is? It would probably end up as large as Paul's was, which meant that it was probably almost that big now. Would he fuck me? I'm going to have to think about that more." After her shower she pulled on some shorts and a T-shirt and went to make supper. On the way out of the bedroom she noticed something on the door jam. She took some on her finger and brought it to her nose. It was cum. Instinctively she tasted it. It was fresh too. The thought flashed through her brain; "I was watched."

Bob was watching the game when she walked through the den. "Where are your brothers?" she asked. "Alan went upstairs and Carl is over at the Tinker's" "OK, is spaghetti all right for dinner?" "Sure mom," he said never taking his eyes off the television. "Well, that means that Alan saw me fuck myself," she thought. Thoughts raced through her brain. "Oh, God. He heard me call out his name. That means he knows I was thinking about him. I hope he wasn't scared off. No, if he were turned off, he wouldn't have jacked off all over the door jam. Would he fuck me? Oh, dear, I really am going to have to play this carefully." She felt her nipples get stiff as she thought and thought while preparing dinner. Bob and Carl seemed normal enough during dinner but Alan was quiet and stared at her tits a lot. "Hmm," she thought, "maybe he would like to fuck me." "Hey guys, the weather is getting pretty warm. Would you like me to get the pool serviced early this year?" "Yea!" "Sure." "You bet, mom." "Good, I'll get you guys some new swim suits too. We can have a pool party next weekend." "Thanks, mom," they replied. That night, thinking of each other, Alan shot his wad all over his chest while Fanny was fucking herself with her dildo. Her cum was even stronger than this afternoon.

The boys had noticed the changes in Fanny too. They especially noticed the amount of skin she was showing. They had always thought mom had a good body but now she was a knockout. It was all they could do to keep their dicks in their pants whenever she walked around the house in her leotard after a workout or put on one of her nighties before bed. With her diet and exercise program, she was looking better than ever. They especially liked the new nighties she had bought this week. Even young Carl felt his dick twitch when he saw his mom in her new nighties. Fanny only wore baby doll nighties and the new ones were very sheer and daring. Paul had always loved her in baby dolls and she saw no reason to change. The material excited her nipples and kept them constantly trying to poke their way through the sheer bodice. Since the weather was getting warmer she didn't wear a gown around the house giving the boys a real eye full.

The boys were glad that summer was almost here because that meant pool time and pool time meant girls in bikinis. Since they had the best pool around, all their friends liked to come over a catch some rays in between dips in the pool and hot tub. The girls at school were starting to look particularly fine and would definitely be sporting new bathing suits due to developments over the winter. They were also going to let the girls get a good look at them too in their new Speedos. In the case of Alan and Bob, it would be a really good look. Even soft, anyone would be able to see that they had not been short changed in the dick department.

After breakfast on Saturday the boys eagerly changed into their bathing suits. Mom had the pool service get everything ready this past week. They were going to lounge around the pool all day and have a cookout that evening. Fanny hoped the boys would like her new suit too. She had bought a set of four thong bikinis, white, red, yellow, and navy from Victoria's Secret. "It's a good thing I still shave my pussy," she said to herself selecting the red one. "This suit barely covers my mound and doesn't cover my ass at all. It's perfect for getting some sun and showing off my hard work."

"You guys ready to go in the pool?" Fanny called as she walked out on the patio. "Sure mom," the boys replied jumping up and turning to face her. Their eyes bugged out and mouths dropped open as they saw what their mom was, or rather wasn't, wearing. Fanny saw their slack jawed stares and spun around to give them a good look. The swelling of their dicks proved to her that they liked what they saw. Even young Carl reacted. "Wow, mom. You look great," exclaimed Bob running his eyes up and down her body. "Glad to see that my diet and exercise have paid off." Dropping her hat and towel she made a dash for the pool. "Last one in is a rotten egg." The boys followed close behind her. They swam, splashed, and generally horsed around. Fanny felt more than one set of hands grope her chest and ass. It would have been quite innocent except that the touches seemed to linger. She didn't mind and returned the favor getting a good hand full of all three boys packages. She had let her hand linger on Alan's crotch feeling his dick swell under her touch as she gently squeezed it. Alan returned the favor by running his hand down the front of her suit to squeeze her bare mound.

After a while, Bob reminded her that he had a baseball practice at two o'clock and needed to get changed. "Do you want me to drive you over?" asked Fanny. "No, mom. I'm going to ride my bike and then go over to Patty's afterwards." "OK, just be back by 6:30 for supper." "No problem," he said adjusting his Speedo after climbing out of the pool. Carl was the next to exit. "Mom, I don't really want to lay out in the sun. Is it all right to go over to Susie Tinker's? We need to put the finishing touches on our science project." "OK, but be back by 6:30 for supper." "Right." He didn't tell his mom that it wasn't the science project he would be putting the touches on. Susie's parents were gone for the day and she was expecting him to come over so they could fool around. For twelve-year-olds they were pretty adventurous.

Alan and Fanny swam around the pool and talked for another 20 minutes. When she thought the younger boys were out of the house Fanny said, "I want to get some sun. Will you put oil on my back?" "Sure mom. Be glad to." Fanny dried off a little and then lay down on her beach towel. "Make sure you get everywhere." "Don't worry mom. I'll give you a massage at the same time," said Alan thinking of a way to get his hands on his mom's body longer. His dick was already painfully tenting his Speedo just from gazing at her luscious, tight ass cheeks.

Alan straddled Fanny's thighs and went right to work on her arms and upper back. As he leaned forward, his boner pressed into her bare ass cheeks giving them both a thrill. "Umm. That feels good," she said hunching her ass up against Alan's swelling dick. "You mean the backrub?" "Everything. Here, let me get rid of this top so you don't get oil on it." With that Fanny reached around behind her and pulled the bows holding her bikini top in place. While she was doing that, Alan adjusted his dick so that it was pointing straight up and was almost completely outside his Speedo. Fanny tossed her bra to the side and put her head down on her forearms. Alan put some more oil on his hands and resumed rubbing his mom's back making sure to rub the sides of her breasts. As he worked on her back, Fanny felt his hard dick press down between her ass cheeks. She wiggled her butt back against him. "Am I exciting you?" " Mom, you could give a statue a hard on." "You certainly feel hard enough. Why don't you slide off your bathing suit while I lose the rest of his suit."

Alan stood up, slid off his Speedo, and gave his dick a quick stroke. Fanny rolled over and slipped her thong down her legs. Her eyes never left Alan's prick the entire time. She got to her knees and took hold of his dick with both hands. "Ooh, you're almost as big as Paul was," she said squeezing him. "Feel good?" "Oh, yes!" "Well this will feel even better," Fanny said taking him in her mouth. After licking and sucking the head she took him as deep as she could and held him in the back of her mouth. "Ever had a blow job before?" she said pulling off. "Yes." "Who, your girlfriend Mary?" "No, cousin Amy last year up at the lake. She sucked me off. I finger-fucked her ass and pussy. She rubbed her pussy along the under side of my dick until I shot all over my stomach. We went skinny-dipping then she had me eat her." "Did you fuck her?" "No, but I wish I had. She sure can suck cock." "Have you ever fucked a girl?" she said stroking his prick. "No" "Would you like to fuck me? Seeing and playing with this hunk of man-meat you've got here has made be so horny I can't see straight." "Sure mom. Who wouldn't want to fuck you? You've got a great body." Fanny gave his dick one last squeeze and said, "Lay down on the towel son and let me ride this horse cock."

Alan lay down on the towel and Fanny quickly straddled his crotch. She rubbed her dripping pussy up and down his length. Feeling it rub against her clit sent electric shocks to her brain. After a few moments, Fanny lifted up and fitted the tip of his hard dick to her pussy entrance. She swiped it back and forth a few times to coat the head with her juices before sitting on him. She pressed down on him until he was all the way in her and she could feel his balls pressing against her asshole. "I'll have to get him to fuck me there too," she thought. Alan thought he was going to faint from the intense feeling of having his dick encased in his mom's hot, wet pussy. "Isn't that better than your hand?" she asked. "Oh, yes." "Feels pretty good for me too. You've got a real nice prick here son. I know you're going to make some girls real happy before you're done. You're certainly doing a good job with me."

With that, Fanny leaned forward and began bouncing her ass up and down on Alan. On the down stroke she could feel the head of his dick bump against her cervix. She always loved that feeling and it caused her to squeeze Alan even more with her pussy muscles. Fanny knew Alan wouldn't last very long so she reached down between her legs to stroke her clit. "Play with my tits." she said. Alan wasted no time in grabbing her tits. "Not so rough baby. Just knead them gently like pizza dough. You can suck on them too if you want." More gently now, Alan squeezed them and leaned up to suck on the nipples. Playing with his mom's tits had taken his mind off his impending orgasm and made him last longer but had tripped Fanny over the edge. Her orgasm hit her like a ton of bricks. She sat down on Alan hard, clamped down with her pussy muscles, threw back her head, and moaned. This immediately sent Alan over the edge. His didn't think his dick would ever stop squirting.

Eventually they both came down from their orgasms. "Wow, mom. That was great." "You were pretty good yourself. The last time I got fucked like that was by your father before he left for Guatemala. You certainly take after him in the dick department." "Haven't you had sex since daddy died?" "No, just with my fingers and my friend." "You mean that rubber dick you were fucking yourself with last week." "Were you peeping on me?" asked Fanny. "No, mom, but I did watch. You left your door open." "I know. I found your cum on the door jam. It tastes as good as your father's did. I can't wait to taste it directly from the source." "What?" said Alan staring at his mom. "You remember how I told you that growing boys have sexual needs and that I understood your need to jack off?" "Yea." "Well, mommies have needs too. I've been without a man in my bed for too long but I don't want to go through the dating scene again." "What are you trying to say mom?" asked Alan. "What I am trying to say is that I don't want you jacking off any more. Whenever you find yourself with a hard on and want some relief come see me. I'll fuck you or suck you or do what ever it takes to get you off if you'll do the same for me. I'll also teach you about sex and what pleases a woman. That way when you get ready to start fucking your girlfriends, you will know what you are doing and will be a better lover. Believe me, a girl will do anything for a guy that can keep her satisfied. Deal?" "Deal."

"Good," said Fanny sliding off of Alan's dick. He had never completely lost his erection after their fuck and was completely hard again. She dropped her head and licked their combined love juices off his prick. "Here is your first lesson," she said lying down on the towel as Alan got up. "Get back in the position you were in when you were rubbing my back." He did. "Now take some of that oil and lube up your dick. When you are done, take some oil, and stretch out my ass hole with your fingers. I want you to fuck me in the ass." Alan's cock got even harder hearing his mom tell him to fuck her up the ass. He had heard some of the older boys at school talk about ass fucking their girlfriends and how tight it was. After stroking the baby oil on his dick he poured some right at the top of his mom's ass crack and watched it run down between her cheeks. Fanny reached back and spread her ass for him. "Come on. Lube me up. I want to feel your hard dick up my ass. Ass fucking is great for when a girl is on her period or she is fertile and you don't have a condom with you. Besides, it feels great if you take it slow and use lots of lube. " Alan pushed one, two, then three oily fingers up his mom's ass. He marveled at the way it seemed to open up.

When he had worked his fingers around for a few minutes Fanny said, "That's enough. Fuck me. Fuck my ass. Shove that big dick of yours in me." Alan fisted his dick as his mom reached back and spread her cheeks. He put the head to her pucker and pushed. To his surprise he slid all the way into Fanny's hot ass. It was tighter and slicker than her pussy and felt heavenly. When Alan was all the way in, Fanny clamped down on him with her ass muscles. Alan thought she was going pinch off his dick. Then she relaxed again and said, "Fuck me. Fuck me hard." Alan slid out until he was almost out before thrusting back into his mom's ass. Alan leaned forward bracing himself on his hands and squeezed Fanny's thighs between his knees. This allowed him to drive even harder into her ass. "Oh, yes! That feels so good!" Alan thought so too. With all his focus on his dick he fucked Fanny's ass faster and harder until he felt his sap start to rise. "I'm coming!" "Yes, baby. Cum, cum in my ass. Oh, it feels so good. Fuck me more. Yes!" With that, Fanny's orgasm came crashing down on her.

"So how do you like ass fucking?" asked Fanny when they had recovered enough for Alan to slide his spent disk out of Fanny's ass. "That was great mom." "I thought you would like it. Like I said, you can fuck me any time you want. No more jacking off. I want your sperm in me." "What about Bob and Carl?" "I guess I'm going to have to have a talk with them tonight." "I know that cousin Beth sucked Bob off last summer at the same time that Amy and I were fooling around. Also, Carl is fooling around with Susie Tinker but I don't think they are doing much more than kissing and fondling." "How do you know about Susie?" "I over heard Carl talking to her on the phone last week. Bob told me about Beth the night it happened. I told him about fooling around with Amy. I wish I had known about ass fucking last summer. I certainly would have fucked Amy's tight little ass in a heart beat." "Maybe you'll get your chance one of these days." "What do you mean?" "Don't worry about it now. Right now we need to go and get cleaned up. Would you like to take a shower with your old mom?" "Sure, let's go."

Carl couldn't wait to get over to Susie Tinker's house. Her parents were gone for the day and they had the house all to themselves. Susie was a cute little blonde sixth-grader with rapidly budding tits and raging hormones. Her newfound interest in sex had her peeking on her parents and snooping around in their room when they weren't home. She had found some of her dad's old sex magazines in the attic a few weeks ago when she was looking for stuff for her science fair project. She had shared the books and magazines with Carl Grimes, her partner. They had read the magazines together and explored each other's bodies comparing them with the people in the magazines. "Do you think I'll ever have boobs this big?" asked Susie. "I don't know," replied Carl. "You'll probably have boobs like your mom and they're pretty big." "I wish my boobs were bigger," said Susie rubbing and pulling at her nipples. "Dawn Harkin already has boobs." "Yea but nobody else in the class does. I like your tits just fine. Here let me help them grow." Carl leaned over, pushed up Susie's T-shirt and started sucking on Susie's tits. Susie didn't know if this would make her boobs any larger but it sure felt good. They had ended that session with Carl fingering her pussy and her jacking him off until he came all over her hand. Susie had licked some of it off her hand and decided that it didn't taste half-bad.

Carl's hormones were raging too. He had started puberty earlier than his brothers and already had a five-inch dick. He didn't know how lucky he had been when he had gotten Susie Tinker as a Science Fair partner. The teacher had decided that it was a good idea to pair up the class boy-girl. Susie was smart and seemed to know more about science than the rest of the girls in the class. They lived across the street from each other and worked well together, completing their project well ahead of time. It was then that Carl found out what really interested Susie, boys and sex. And since he was the closest boy she turned her attention on him. She had found some magazines and showed them to Carl. It was a short step to being naked together and exploring each other's bodies to her jacking him off and him playing with her pussy.

"Hi Susie," Carl called out as he walked in the open front door and let the screen door slam behind him. "Lock the front door and come on back to my room," Susie called. Carl locked the door and walked back to her room. Her parents were gone for the day and her older brother was still at university out on the West Coast. Susie was wearing short shorts, a thin halter-top, and no bra. Her stiff nipples made sharp peaks on the gentle mounds of her growing breasts. Susie was standing next to her bed looking at a magazine. "What 'cha got?" said Carl coming up behind her, putting his arms around her waist and looking over her shoulder.

Susie had done some more snooping and found some of her brother's magazines. She showed them to Carl and said, "I got these from Steve's room so we don't have to put these away. Aren't they neat? You can even take one home with you if you want." "Thanks." Carl looked over Susie's shoulder at the magazine, his dick getting harder every moment. "That looks like fun," he said pointing to a couple doing it doggie style. These weren't just the big-boob, hairy pussy magazines like her dad had. These had people fucking and sucking, girls with shaved pussies, and guys with big hard cocks. Susie could feel Carl get hard as she pressed her butt back into his crotch. Carl responded by sliding his right hand up under her halter to cup her breast and his left hand down the front of her shorts and into her panties. Susie got weak in the knees as he cupped her bare pussy and ran his finger up through her crack to rub her clit. She reached down and popped the snap at the top of her shorts to give Carl more room. He responded by rubbing her pussy a few more times before taking both hands and pushing her shorts and panties down to her ankles. He then took the magazine away from her and tossed it on the bed. He pushed up Susie's halter top above her tits long enough to fondle them both before pulling it up and over her head.

"Let's get on the bed," said Susie. "Why don't you undress me first?" replied Carl. Susie turned around and started pulling Carl's T-shirt over his head. This was so thrilling for her. She was going to be alone and naked with a boy and no fear of her parents coming home suddenly. She tossed the shirt on the bed and started working the button on Carl's shorts. She had to kneel down to get his shoes off before she could completely remove his shorts. Carl's cock was tenting his underwear. Susie rubbed it several times with her right hand before pulling them down and off. Carl's hard dick snapped up and hit his abdomen as it was freed. Carl could feel Susie's hot breath on his dick as she stroked him. Then she did something that really surprised him. She took him in her mouth.