I had found some vasoline in a box that hadn't been unpacked yet and started right away to grease up my cock, and start stroking. I was kneeling over a towel on the couch. The towel had a picture of a woman in a revealing bikini, and was the best source of "porn" i had at the time. As i kept stroking, faster and faster, I slightly opened my eyes as my head was turned, and saw my step-mother watching, wrapped in only her robe. I quickly drived to shove my erection into my boxers and sit down. I didn't look back and hoped she had left. But , within a few minutes she walked in and sat on the couch, she turned and looked at me......

smiled and told me not to be ashamed of masturbating.Leering at me my step-mom(Jane)also said that she masturbates often.I had been softening a bit but now my penis was starting to harden again as Jane sat so close to me and was speaking so openly about masturbation. Jane was still in the terry-cloth robe which was revealing the tops of her ample titties and I could see that her nipples were like bullets through the robe.
She was turned on!
I was nervous as hell!My cock was an obvious flagpole in the boxer shorts that I was wearing(with a small wet spot at the head from drooling pre-cum).She took my greasey hand in hers and said"I would really love to watch you jack-off that young cock of yours!Why don't we go to my bedroom and we can have a masturbation session together?Hmmmm?"
I could smell her womanly scent wafting up from under her short robe and nodded dumbly.Jane led me by the hand(Still slimey from jacking)to her room.Once inside she stripped off the skimpy robe and stood just a few feet from me,naked!
At 46,my step-mother is an attractive woman.A red head she stands 5'8"and has a fairly trim figure.Her tits are a nice size and stand pert on her chest,but its Jane's nipples that catch ones attention!A dark pink color and long and as thick as my thumb!So hot!!!
Her red pubic bush is trimmed enough that I could see her pussy slit.She was wet all around her cunt and also a bit on her thighs.
Oh fuck I was hard as a rock and leaking pre-cum myself!
Jane told me to take down my shorts so that she could see my cock.I did so and was naked in front of Jane as she ogled my 8 inch long,hard,penis.Stringy pre-cum fluid was hanging off the tip of my bobbing cock as Jane reached into a dresser drawer to bring out a dildo.Wow!This thing was a life-like flesh colored ten inch rubber dildo that I was anxious to see Jane take inside herself....

She said "I won't be needing this" and threw the dildo aside.

She sat back on the bed and spread her legs. I thought I would cum just looking at that beautiful pussy. I couldn't help stroking myself. She slowly started rubbing her index finger up and down her slit as she watched me stroke.

"You have such a pretty cock. I like watching you stroke it. Do you like my pussy?"

"Yeesss" I said.

She stuck in a finger and moaned.

"I caaann't hold back much longer."

"That's OK, just move closer and cum on me"

I moved closer and exploded, aiming at her tits, but some hit her face, even a little in her hair and a huge glob running down her tits."

She continued to finger herself but giggled. "My what a load" she said as she started scooping it up and then moved her hand to her mouth. My head was spinning as I watched her eat my cum.

"MMM tastes good" she said as she looked at me.

I could not beleive that my cock stayed hard as I watched this and continued to rub myself.

She noticed and said, "Good, we can keep having fun."

Jane pulled a small bullet vibrator from her night-stand drawer and switched it on.By the sound of it I could tell that this little thing was very powerful.She rubbed it on her long,thick,erect nipples briefly turning them into rock hard points!She then dipped the vibrator into a puddle of my sperm that was on her lower stomach just above her snatch and opened her pussy wide to diddle her clitoris.
I thought that Janes nipples were big,but when her clit emerged from it's hood I was amazed all the more.The buzzing vibrator stimulated Janes clit and it grew to look like a tiny cock above her cunt.Pinkish purple in color and pulsating similar to my own penis.Just then Jane arched her back off of the matress grunting and sprayed the lower part of my body with her juice!I didn't know what to think,I thought that she might be peeing on me.There was so much fluid coming out and this stuff seemed to be very hot.Her climax lasted quite some time and when it was over Jane lay panting and quivering.
My hand was on my cock again and I was pumping furiously.Jane saw this and told me to slow down and not to waste any more sperm.I was wondering what she meant when all of a sudden she sat up and engulfed my cock in her hot mouth.I hadn't ever gotten a blow-job before and was sure that I wouldn't last long before I spewed my load!But Jane found my asshole with her fingers and shoved two of them in and wiggled them around til she seemed to find a spot which felt weird to me but calmed down the sensation I had to cum.

I could not beleive this was happening. I had fantisized about this since I could remember. I watched as her head moved up and down on my cock. It felt so good to be in her mouth. The sensation of her fingers in my ass felt good. My hips moved to her as I held her head. I could hold back no longer and spewed in her mouth. She continued to suck and drank most of it while some white drops drooled down the side of her chin. She licked me clean while looking up at me.

"You tasted good sweetie, Would you like to taste me?" she said as she leaned back on the bed spreading wider and petting her pussy. It looked so sweet with her trimmed red hair. I droped to my knees, leaned foreward and took in the wonderful aroma. I then began to lick up and down on her slit.