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My Best Friend’s Mother II

I could hardly wait until it was time for my next
session. I masturbated every night thinking about what
had happened and what I hoped would happen the next
time. I arrived at her house about five minutes early.
I could already feel my cock getting hard as I rang the
doorbell. Pam answered the door with a smile on her

“Right on time,” she said as she stepped back from the

I stepped inside and stopped short. Seated in the
living room drinking a cup of coffee was Pam’s
neighbor. This lady’s name was Toni and she was about
the same age as Pam. She lived next door and had a
swimming pool. She was attractive and my friend and I
sometimes peeked over the fence to look at her while
she was sunbathing. She was about the same age as Pam
and looked great in a swimsuit.

Pam spoke up, “You know Toni don’t you?”

“Yes,” I replied.

“Sure, we’ve met,” Toni said as she looked at me. “Um,
well it looks like you two have business, so I think I
better get home. ”

“Is there somewhere you have to be right now?” Pam
asked. “Because if you have time you’re welcome to
stay. ”

My eyes got big and I couldn’t believe what I was

I didn’t know what was in store for the day
but given what had happened the last time I really
didn’t want anyone else to see me doing whatever Pam
had in mind.

“Well I don’t have to be anywhere this morning. What’s
going on?” Toni asked.

Pam looked at me and then spoke, “Well he has a little
problem with respect for women. When we went camping
two weeks ago all he did was stare at me when I
undressed for bed each night.

It was inappropriate and
now he is being punished and hopefully learning to have
a little respect for women. ”

Toni looked at me. I could feel myself blushing.

“Well, I guess I could stay,” Toni said.

“Great!” Pam turned to me and continued, “go into the
bedroom and get changed. I have laid out a couple of
things for you to chose from on the bed.

Go ahead and
pick one and then come back out here. ”

I didn’t say anything and headed into the bedroom.
There laying on the bed were two pairs of panties and a
pair of pantyhose. One pair of panties were powder blue
with see-through lace on the front. The other pair was
a pink thong with lace trim.

“Only pick one,” Pam called from the living room.

I knew that I had to hurry. I didn’t want to put on the
thong and I was reluctant to try putting on the
pantyhose so I chose the blue ones with the lace front.
Once again my cock was beginning to get hard as I
pulled them up my legs. I was extremely conscious of
the fact that my cock was clearly visible through the
lace as I stepped back into the living room.

“Come over here and let us see,” Pam said.

I stepped over in front of them and stood there. Both
of the ladies’ eyes were focused on my cock as it
continued to grow. There was nothing I could do to stop
it. Pam got up and walked around me while Toni sat
there looking at me standing there. Finally Toni spoke.

“What’s this?” She asked.

“I think that this helps him understand what I felt
like when he was staring at me in my underwear. ” Pam
replied. “Hopefully he will learn something from all
this. ”

Toni pointed at my cock and said, “Is this all that you
have him do… just wear your panties. I say this
because it doesn’t look like it’s much of a punishment
to him.

It looks to me like he is enjoying it. ”

Pam smiled, “Oh no, there is much more to his
punishment. He will do whatever I ask him to do. For
instance, I am having him learn how to pleasure a
woman. Here I’ll give you a little example. ” Pam turned
to me, “Kneel down. ”

I did as I was told and knelt down in front of Toni.

She was wearing a summer type dress that covered her

“Toni, hold your dress up for him. Let him show you
what he worked on last week. ”

Toni lifted her hem and I could see up her dress. I
moved forward and her legs parted. She inched forward
on the couch so that her crotch was accessible. She was
wearing white cotton panties with small roses printed
on them.

I moved up to her crotch and begin to lick her
through the panties. It took just a moment for her
panties to begin to get wet from her juices and my
tongue. She begin to squirm a little as I pressed my
tongue as hard as I could where I thought her clit
would be. I could hear her moan a little and then she
spoke to Pam.

“This is pretty good, how is he on the real thing?”

“Let’s go into the bedroom and you can see for
yourself,” Pam replied.

With that we went to Pam’s bedroom. Once in there Pam
turned to Toni and said, “Let me ask you something
Toni, have you ever had your ass licked?”

Toni smiled and looked at both Pam and I, “Never.

“Why don’t you lay down on the bed and I’ll have him
give you a treat. ”

Pam then turned to me and said, “Take off her panties
and get started. ”

Toni had laid down on her stomach with her head resting
on her arms. I pulled her dress up above her waist. I
had to pause a moment at the sight of her ass covered
by her bikini panties.

As I mentioned, I had previously
spied on her while she was sunbathing and while her ass
was a little bigger than Pam’s it was still shapely and
looked great. I put my fingers in the waistband of her
panties and begin to pull them down. As I did this she
raised her hips slightly to make it easier.

The panties slid off easily and I moved back toward her

She spread her legs as I moved up and I got my
first look at her pussy. Her hair was thick and dark. I
couldn’t see her asshole so I put my hands on the
cheeks of her ass and spread them. Her pubic hair
continued up and swirled around her asshole. She raised
her hips once again to meet my face as I moved down
with my tongue.

I reached out with my tongue and
touched her puckered hole.

I could hear a moan come from her as I started to ream
her with my tongue. I continued my work and I could
tell by the way she was beginning to move that she was
enjoying it. She arched her hips up further to give me
better access at her little hole.

All of a sudden I felt Pam’s hand on the back of my

I didn’t turn around or stop what I was doing but
I could feel her hand move up to start caressing my ass
and balls. The panties that I was wearing did not
completely cover my balls and one of them was hanging
out the side. My cock was hard as a rock and got even
hard when she slipped her middle finger into my ass. I
could tell that she had some lubricant on her finger
because it slipped in so easily.

Her finger was
distracting me and I was afraid that I might come right
there. I tried to concentrate on Toni’s ass and not
think about anything else.

I circled and teased her little rosebud briefly before
I began to zero in with my tongue. I tried to f***e my
tongue in as far as I could but her hole was tight. She
kept moving her hips and pushing back against my tongue
and face to help me.

As her butt became slick with my
saliva I was able to work my tongue a bit into her
tight little hole. Her movements and the feel of her
ass cheeks in my hands only inspired me to work harder.
At the same time my cock was telling the story of how
much I was enjoying licking her.

Pretty soon Toni laid back down and swung her leg over
my head as she turned over on her back.

Her legs were
spread and her moist pussy was right there in front of
me. Pam pulled her finger out of my ass and, nodding at
Toni’s crotch told me to go ahead. I started right in
on her pussy. I was shocked at how wet it was. Once
again I found I liked the taste as I alternated between
sticking my tongue up inside her and working on her
clit as Pam had taught me the week before.

After a minute or so she reached out and took hold of
my head in her hands and directed me to her clit. I
stayed there while her hips moved up and down with my
tongue. I didn’t know what Pam was doing and there was
no way that I could turn around and look because of how
tightly Toni was holding my head.

Toni’s movements became more frantic and I knew that
she was about to come.

I could hear her moaning and she
wrapped her legs around my upper back in an effort to
pull my head even tighter against her pussy. All of a
sudden she began to come. She held herself still and I
could feel the waves of her orgasm go through her body.
She wouldn’t let me move until she had finished. She
let go of my head and I raised up.

“God, that was great Pam!” She said looking over at her

Pam was standing there smiling. She then reached down
and picked up her friend’s panties and used them to
wipe some of the pussy juice from my face. She then
reached down and massaged my cock through the panties.
I squirmed a little under her touch. She knew what she
was doing and enjoyed my discomfort.

After a moment she
reached out and pulled the panties down my legs. My
cock sprung straight out and was hard as a rock. I
looked at both of the ladies and they were obviously
amused by my state of excitement.

Pam stepped back and smiled. “We’ll have to do
something about that in a moment, but first, I think
I’ll have you take care of me.

With that she unbuttoned the pair of jeans that she was
wearing and pulled them down her legs. She was wearing
a pair of simple white cotton bikini panties. She
stepped out of the jeans and said, “you can take off my
panties and start with my ass. ”

With that she turned around. I reached out and slipped
my fingers into the waistband of the panties and pulled
them down her legs.

Her ass was not tanned like her
legs but it looked as good as it had the week before. I
waited a moment expecting her to lay down on the bed
and when I realized that she was waiting for me to
start I reached out and begin licking the crack of her

I then grabbed her cheeks and spread them so that I
could reach her asshole with my tongue.

It was a little
difficult to get to her asshole while she was standing
there. I did the best I could and after a moment she
moved over to the bed and laid down. This gave me a
better angle. I was kneeling on the bed behind her with
my face buried in her ass and my ass sticking up in the

I was running my tongue around her hole and trying to
stick my tongue up inside her.

I could feel some
movement on the bed and I knew that Toni was moving
around and watching us. All of a sudden I could feel
Toni’s hands reaching between my legs and rubbing my
balls and cock. About this time Pam began to roll over.
I raised up and let her move over.

She spread her legs and raised her knees up so that I
had clear access to her pussy.

I moved down and slowly
ran my tongue from the bottom of her pussy to the top
of her clit. Once again I was amazed at how wet this
woman would get. Her salty taste excited me and I
didn’t need any encouragement to keep going. I kept
licking and occasionally pulled her clit into my lips
with a sucking motion.

Her hips began moving faster and I could tell from her
moaning that she was getting close.

I kept
concentrating on her clit and all of a sudden she
grabbed my head and pulled it tight against her cunt.
At the same time she did this she raised up in kind of
a half sit up and every muscle in her body was rock
hard as she came.

She released my head and laid back. I stood back and
took that opportunity to look at her laying there on
the bed.

She still had her shirt on but she was still
laying there with her legs spread. Her muff was wet and
dark. I could see the pink lips of her pussy and they
looked a little swollen from my work. She then sat back
up and looked at me. I was still standing there with my
cock hard but beginning to droop just a little bit.

Pam looked at me and said, “Now be a dear and go and
get a clean pair of panties for me.

I moved to her dresser and once again opened the drawer
that held her lingerie. I quickly selected a pair of
white bikini panties and took them over to her. She
stood up and held one foot off the floor. As I had done
the week before I helped her on with her panties and
pulled them up over her hips.

She then sat back down on the bed and motioned me to
come over to her.

I stood in front of her and she
reached out and stroked my cock a couple of times. I
was still totally nude standing in front of both of
these ladies. My cock had returned to a rock hard
state. Pam patted her lap and told me to lay down. I
was a little unsure of what was going to happen as I
laid down with my ass sticking up.

I could feel her
soft legs and with my hard cock against them it was
difficult to get comfortable. Pam had her hand resting
on the small of my back as she spoke.

“Toni, remember I told you about the spot in men that
they love you to touch?”

“You mean when you stick your finger up their ass?”
Toni replied.

“Yeah, here I’ll show you where it is.

Hand me that K-Y
on the night stand. ”

Toni then handed her a white tube. Pam unscrewed the
top and held it out to Toni.

“Here put some of this on his asshole. ”

I didn’t say anything. I just laid there as I felt
Toni’s finger began to smear the jelly around my
asshole and start to probe it with her finger.

The K-Y
jelly was a little cold but her finger slid in

“Now run your finger up and feel down towards his
balls. ”

I could feel her finger go deeper inside of me and
began to feel around. Once again the invasion was
pleasurable but I was still pretty self-conscious about
being touched in that place. I was squirming on Pam’s
lap as Toni’s finger continued to probe.

It wasn’t too
long before she found my prostrate gland and I jumped
just a little and a bit of fluid leaked out of the end
of my cock.

“There!” Pam said.

“Oh, I feel it now,” Toni said.

“Men really like to have you finger that spot,
especially when they come,” Pam said.

She kept rubbing me there and I couldn’t help but

I wanted to come but for some reason I didn’t.
The feeling was incredible but just wasn’t quite enough
to get me off. After a little bit more she stopped and
pulled her finger out.

“Here stand up,” Pam said to me patting me lightly on
the back.

I stood up with my cock sticking straight out. Pam
reached out and put her hand around my cock.

“Well, you’ve been good today so I think we’ll do
something about this. ”

I was ready for some relief. I didn’t know what she had
in mind but I knew that I wanted to come. She gave my
cock a couple of long slow strokes and then looked up
at me.

“Go get the baby oil from the bathroom. ”

I quickly left and found the oil on the counter in the

As I returned I saw that Pam had put her
jeans back on and was buttoning them up. I was
disappointed that I could no longer see her sitting
there in her panties. Toni was standing there and while
her panties were laying on the floor her dress did not
permit any sight of her charms. I stood there totally
naked in front of them.

“You may masturbate.

” Pam said.

I hesitated. I must have looked a little disappointed
because Toni asked what was wrong.

“Nothing,” I replied.

Toni smiled. “I would really like to see you masturbate
if that’s okay. I’ve never seen a man masturbate and
that would be a real treat for me. ”

I poured some oil into my hand and began to stroke my

Toni was looking at me as she sat down on the
bed. “Here, I’ll give you some help. ” As I continued to
stroke she began pulling up the hem of her dress.
Pretty soon I could see her pussy once again.

My eyes were drawn to her crotch as I stood there
masturbating in front of these two ladies. I was
careful not to go too fast as I wanted to make it last
as long as possible.

Toni slowly spread her knees and
while leaning back on her elbows, put her feet up on
the bed. This gave me a clear view of her cunt. Her
pubic hair swirled around her lips and the pink clit I
had just had in my mouth stood out against her dark
pubic hair. With this I began getting close to coming
and began beating faster.

All of a sudden I began to come.

At this moment Pam
reached over with the pair of panties that I had been
wearing previously. I spurted into those panties as she
held them. The orgasm was so intense that I closed my
eyes. When I finished coming I opened my eyes and saw
the two ladies smiling at me. Finally Pam spoke.

“Well, it looked like you enjoyed yourself. Why don’t
you take these panties and go wash them out in the
bathroom sink.

With this she handed me the pair of panties and I
turned and went into the bathroom. I stood there in
front of the sink and washed my come off the lace. I
then returned them to Pam. She took them and put them
in the laundry hamper in the bedroom. I was still a
little self conscious because I was still naked while
they were now dressed.

Once again Pam spoke,

“Why don’t you help Toni get dressed and then you may
get dressed. ”

Toni smiled and held out the panties that she had been
wearing. I took them and, kneeling down in front of her
held them out for her. She stepped into them one foot
at a time and I pulled them up her legs. She held her
dress up as I moved them up and over her muff.

As soon
as I had done this I stood and began dressing. Both of
the ladies stood there and watched as I put on my
underwear and finished dressing.

“Okay, that is enough for today. I’ll see you next
Saturday at the same time,” Pam said.

I nodded and left the house. That night I masturbated

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