To be completely honest, I never gave much thought to how beautiful my step-mom is. I mean she and my Dad married when I was 12 years old and she was just my step-mom and since hitting my teen years, I really gave her little thought. She was fine and I liked her, but never thought about her in any other way, not until my BFF mentioned it.
Marion Sherwood Forest is my best friend since we were in the second grade. Do not make fun of her name! Yes, her parents were Robin Hood nuts, just ask her brother Errol Flynn Sherwood. Well, after my mom died, she became almost my sister. My Dad was fine with it and her parents were almost my surrogate parents as well. We did everything together and as we grew up we even did a few things our parents might not approve. Like many girls, we also practiced kissing each other and that progressed to more than kissing. One day Marion mentioned Audrey.
When Dad married Audrey, I was fine with it. She was nice and contrary to many of the stories some of my friends told about their step-parents, she seemed like a jewel in comparison. We got along just fine, nothing special, just fine. Since I had just finished high school and was prepping to head off for Uni, Audrey and I lived in the same house but didn’t interact all that much. Dad was a hard worker and often traveled, so we spent considerable time together – at least in the same house together.
Now Marion and I spent lots of time together, after all, she was heading west for school while I was heading in the opposite direction, we were sort of getting together more and more knowing our time was getting short. Thankfully all of our parents respected our privacy, even if she did tell me her mother knew all too well what we were up to. We didn’t consider ourselves lesbians, we just preferred each other over others, especially guys. Oh we dated a few in high school, but always seemed to find each other more fun, more interesting, and when we started getting sexual . . . well, you get the picture.
One afternoon, Marion said something a little disconcerting and that started me thinking things I probably shouldn’t be thinking.
“Your step-mom is hot!” She said while we lay together with the sweat of our lovemaking slowly drying. ‘Pillow talk’ was what Mar called it. We talked about many subjects while we were together, but she never talked much about Audrey. I thought about it and realized that we had walked past Audrey just a little while ago. She was laying out by the pool in a one-piece suit that looked pretty painted on.
“I guess so,” I replied noncommittally.
“No, I’m serious. I knew she was pretty, but seeing her in that suit. If she was your real Mom, I could see you looking that good when you hit your thirties.”
“She’s almost forty.”
“Then she’s even hotter than I thought.”
I smacked her leg. “How can you even think about her now?”
Marion rolled over on her stomach, her naked ass within easy reach. “Not just now, I always thought she was gorgeous, but never realized just how much.”
I smacked her ass and that led to more sweaty sex. The only downside is I kept picturing Audrey by the pool. She had been laying on a chaise with her eyes closed taking in some sun. Her skin shone with some sort of oil. Her suit was low-cut and showed an impressive cleavage, which also shone with oil. The cut of her suit also showed off her hips and long legs.
After Marion and I each came a couple more times, she hit my bathroom and I peeked out the window. My room overlooked the backyard, so I could see Audrey. She was laying on her stomach like Marion had been while we were chatting. I tried to be objective and realized if anything Marion had understated things. Audrey’s ass was probably the best I had ever seen. I shook my head, trying to get that image out of it, but the more I tried to the harder it got to ignore.
That set the stage for the next couple of weeks. I found myself hanging around the house more and spending more time with Audrey than I ever had. I really never realized just how lucky I was in the step-parent roulette. Maybe I should say my Dad got lucky. Audrey was about five-six and was built. I really hope my chest looks like that someday. I would guess a solid ‘D-cup’. A slim waist that expands to generous hips and a terrific ass. I never really noticed how nice she always dressed, tasteful, and sexy at the same time. Form-fitting, but not skin-tight. I remember her decked out for an evening out and bet every guy, and probably half the women, were drooling over her butt.
I think Audrey noticed something because she even commented on my hanging around. “What’s up, Anya, you usually can’t wait to get out of here every day, plus Marion hasn’t been here in two whole days?”
“Nothing, I think I’m just nervous about Uni.”
She came around the breakfast island and came close to me. She was again in her bathing suit but also wearing a pair of shorts and barefoot. Her long dirty-blonde hair was pulled back with one hair-tie. She had no make-up on but still looked amazing. Then she did something out of character for both of us, she hugged me.
“Don’t worry about Uni, you’ll love it. Lots of great people, you can learn a ton about stuff you’ll need for your future and also about yourself.” She started pulling away when I put an arm around her waist and pulled her closer. I put my head on her shoulder. “Fuck, she smelled even better than she looked,” I thought.
She held me close for a moment and then something clicked in me and I kissed her. Not some tongue-twisting kiss, just a touch of the lips. Her eyes opened in surprise for a second and then we disengaged. I simply said I would see her later and headed to Marion’s.
Yea, I know I ran away. My heart was beating a mile a minute, but if I stood there another second I was going to do something that might get my face slapped. “What the fuck is wrong with me, she’s my step-mom! Until Marion said something, I would have considered her more part of the furniture — which is really unfair, but I never gave her that much thought!”
I started toward Marion’s, but for a change just kept walking and thinking . . . and walking . . . and thinking . . . and remembering the touch of her lips . . . and I ended up in one of my privacy places, one I hadn’t been too in a few years. I guess it was after Dad re-married, I really didn’t resent Audrey, but I started looking for places to just — exist for a little while. Off the edge of one of the subdivisions was a small strip of trees. It was less than a football field long and about the same width. On one side were houses, on the other was a pit where the construction crews would dig up dirt and sand as they were building new homes or dump it when they dug out a basement. Smack in the middle of the woods was a clearing sheltered by a number of trees that kept it nice and shady. One of the trees was perfect for climbing and I remember spending many an hour sitting up near the top of that tree, just thinking. I hadn’t been there in about three years and I found it hadn’t changed much. I climbed the tree with a little less than my old agility. I think my body remembered the climb, but being several inches taller, about 25 lbs. heavier and actually having a chest and hips made the climb a little different for me. I got myself into a comfortable position and sat there thinking very hard.
About six, I heard a voice calling my name. Marion, of course.
“Audrey called to talk to you, and I think it was the first time I ever lied to her and told her you had popped out with my Mom to get something from the store while I was cooking.”
“How’d you find me?”
“Come on, Anya, where else would you go? What’s wrong, Audrey made it sound like no big deal, but I know somethings bugging you.”
I climbed down with less grace than I remember having and Marion hugged me. She did know me, and in many ways better than I know myself, so I told her.
“Ever since you called Audrey ‘Hot’, I can’t get her out of my head. She is damn hot and I can’t stop thinking about it.”
“So, make a play for her,” Marion said.
“You gotta be kidding, she’s my step-mom and married to my dad. She would kick my ass.”
“I think you could take her.” She said with her usual grin.
“Come on, she’s got me by inches and pounds. She’d kill me.”
“You might be right, besides you would be so busy getting off on her being so close you couldn’t fight.” Marion started laughing, which made me laugh as well. However, the mental image of a wrestling match with Audrey made me wet.
We went back to her house and I called Audrey and told her I wouldn’t be home for dinner. She sounded disappointed, I guess because Dad was out of town for a couple more days. She did talk me into coming back with Marion for a girl’s movie night, something we did often and sometimes Audrey did join us.
You can probably picture it, a big bowl of popcorn, sodas, scattered pillows and blankets and some stupid movie on the big tele. Usually, it was just Marion and me, but as I said, sometimes Audrey would join in. Just like over at Marion’s sometimes her Mom would join us too. Both of our dads always seemed to find something to do in their respective offices for the evening.
Tonight was different. Usually, it was Marion and me on the floor, amongst the pillows with Audrey on the couch or chair. Tonight, at a really scary part of the movie, Marion pulled Audrey off the couch and she ended up on the floor. I couldn’t have been more aware of her. I know why Marion did it, but it still caught me off-guard.
I sat up, against the couch. Audrey was laying on her stomach between Marion and me. She had her arms on a pillow as she watched the movie. She was in a summer shorts pajama set with bare legs. Her knees were bent and her feet were next to me, right near eye-level. Her toes were painted a cute dark red. Marion was lying next to her and she kept glancing back at me.
I sat there trying to watch the movie but being distracted by two beautiful butts just a couple of feet from me. Marion’s ass was terrific, tight from swimming and running, and she seemed to be having trouble lying still, her legs and butt were in constant motion. Audrey was the opposite. Her butt was bigger but perfectly shaped and I imagine also pretty tight because she was in such great shape. She, however, stayed pretty still, apparently engrossed in the movie. From where I was sitting I could see right up her legs and could see where the shorts bunched up a little before disappearing into the shadows.
Another scary part and we all jumped, Marion ended up hugging Audrey and for the first time in my life, I was jealous of my best friend. I knew she thought my step-mom was hot, but seeing them hugging like that was even hotter than possible. Marion shifted closer to Audrey, Angling her body across a little. We made a nice triangle. Audrey was one side, aimed right at the TV, I was sitting still against the couch making me the base of it, and Marion went from me and angled up so her head was very close to Audrey’s.
I sat there, like a lummox, and tried like hell to watch the movie, but after a few minutes, I realized Marion was masturbating. “What the fuck!”
I saw her outside arm tucked under her and her butt tighten and relax in a gentle pattern. It was a sight I had seen often. We started masturbating together and it gradually led to other things. But for her to do it inches from Audrey was disturbing, not for the least reason was my own body wanted me to do the same. I pressed one hand between my legs and found out I was dripping wet myself. “I’m gonna kill her!”
From my vantage point, I think I saw the moment when Audrey realized what Marion was doing. Her body went from relaxed to stiff. I think it was because Marion wasn’t being nearly as subtle as she had started out. Audrey’s head stayed pointed right at the tele, but the tension I saw in her sent a very different message.
Then Marion came! There was no mistaking it for several reasons. For one thing, when my lover orgasmed, she never did it small. Her whole body shook and the noises she quietly made were so sexy. It never failed to turn me on even more. Her whole body stiffened, her head pitched back, and she gave such a deep, yet quiet, cry that always went right my pussy — even this time.
Brazenly, Marion rolled on her side and faced Audrey, then she did the incredible. She pulled her hand up and started licking her fingers. I was fucking speechless!
Audrey finally turned her head and looked at Marion with huge eyes. She turned on her side as well and the scent of hot and wet sex hit me, but it was a different scent than usual. I knew exactly how Marion tasted and her hot scent was ingrained in me, but this scent was spicier. There was something else in the air. Then Audrey shook herself and started to roll away.
“Stop!” Marion’s voice had a timbre and tone I had never heard from her before.
Audrey stopped moving, but still had that deer-in-the-headlights look on her face.
“Audrey, Anya’s been driving herself crazy for a while now. You know it, I know it. Hell, even my Mom noticed it.”
Audrey didn’t say anything, I think there was too much going on for her to process what Marion was saying.
“She finally realized something I noticed years ago. She discovered that her step-mom is incredibly hot and she’s been horny about it for weeks.”
Audrey turned her head to look at me. Now it was my turn for the deer-in-headlights. Before Audrey could say anything, Marion touched her face with her wet hand and slipped two fingers into her mouth. I was shocked when Audrey’s lips closed around them and sucked at them hungrily. Then she seemed to realize what she was doing and tried to push Marion away.
Marion just looked at me and jerked her head towards Audrey. I paused.
Audrey was on her back now, her breasts angled wide, telling me she skipped a bra for the evening. Her top was pulled up and her belly exposed, her bottoms were pulled tight and there was a darkening in her crotch area that would have made me grin if my brain was working. She had her knees up and still slightly apart, and then her foot touched my leg. She went to pull it away when I grabbed it.
Moving with near-infinite slowness, I leaned forward, got on my knees and inched my way up her body, supporting myself with one hand on each side of her. She froze as still as I think a human being could as we made eye contact. I heard Marion move, but ignored it. There was only one person in the world right then and there and she laid in front of me. As I got to her waist, her sweet and spicy scent hit me harder. I stopped and inhaled deeply. I had no idea what she was thinking or feeling, but only a scream might have stopped me.
I passed her breasts. The urge to kiss between them was hard to resist, but I would have had to break eye contact. I got closer and closer to her face, still she hadn’t moved. Finally, I was so close, I couldn’t focus on her eyes. I tilted my head and our lips met for only the second time.
Time stopped for me. She didn’t pull away, but she didn’t press into me. So I waited with our lips touching and when I felt no reaction, I pressed against her lips and felt them open. Her head slowly fell back on the pillow and I stayed with her as my body laid on hers. I felt, more than heard, her moan into our kiss and her arms came around me and held me tight against her.
Her body felt even more amazing than my imagination thought it would be, then her legs opened wider and I felt her calves hook around the back of my knees as that kiss finally broke. We looked at each other in amazement. Then we both heard the sound of someone clapping and we remembered we had an audience.
“It’s about time, you two!”
We both looked at each other more than a little startled.
Marion grinned, “Anya, ever since you turned eighteen, I’ve noticed Audrey tracking you with her eyes. She never noticed me because she was looking so hard at you. Then when you realized how hot and sexy Audrey was, seeing you drive yourself to distraction was actually kind of fun.”
I looked at my BFF, “You set this up?”
“Not on purpose, but I figured why not. I can’t think of a better couple to have a threesome with.”
“A threesome never entered my mind, but now that Marion said it, I could see it clearly.” Aloud I said, “You always have been a sneaky bitch!”
I looked down at Audrey, “Is she right? Have you been thinking naughty thoughts about me?”
Audrey turned a little red, which was interesting given the position we found ourselves in. “She is. I love you and your Dad, but lately, your Dad has been so busy and he’s been . . . slowing down in the sex department. I realized you and Marion were involved and I kept thinking things I shouldn’t have been thinking. I never thought I would ever hold you like this and even the little kiss the other day caught me off guard. Is what Marion said about you true as well? Have you been — distracted — lately because of me?”
Instead of answering I kissed her again and presses a thigh firmly between her legs and felt her response by pushing against me. Then I felt another set of hands on my back, tugging up my top and rubbing against my skin. As good as that felt, I couldn’t wait any longer. I broke the kiss and started working my way back down her body.
I kissed her neck, scraping my teeth on her skin. I felt her moan and arch her head back. Her skin had a slight coconut taste and I could feel goosebumps rising at my touch, I kissed and licked my way down the middle of her chest. Her breasts were pushed out to the side from gravity, leaving an almost flat spot between them. I ripped open her top and realized her nipples were tight and hard. Her aureole was darker than mine or Marion’s and far larger. I knew they were all-natural because of a conversation I overheard between her and Dad, one I didn’t fully understand until that moment. I kissed between her breasts and she used her arms to squeeze then against my face.
I lifted my head and looked at her, the look on her face was indescribable and one I will never forget. I could tell part of her was thinking that this shouldn’t, couldn’t happen, but when I took her nipple in my mouth, her eyes closed and she hissed a pleasurable sound. I sucked on her nipple for a few but started moving down again. Her belly was tight and I could tell her breathing was quickening. When I got to the top of her shorts, I looked up again. Marion had joined in the fun and was tasting Audrey’s other breast. Any jealousy I was feeling before had faded. I would make her pay for this another day!
Audrey’s pajama shorts had three small buttons, I felt clumsy trying to undo them and finally gave it up. I already wrecked her top, so why be delicate with the matching bottoms. The buttons flew and I started tugging them down and got them off. While she wasn’t wearing a bra, she did have on a pair of cotton panties. I think I was in too much of a rush to bother getting those off. I literally dove back between her legs.
I did pause to look and smell her incredible scent. Her panties were obviously very wet and were bunched up some. I pressed my face to her and felt her wetness, then inhaled deeply enjoying the scent. Tugging the gusset to one side I tasted her, only the second pussy I had ever tasted. She was delicious, very different from Marion. The spicy scent carried into her sharp flavor, I licked a long lick covering most of her pussy and felt her body react to me. I looked up, trying to make eye contact, but Marion was in the way. From the look of things, Audrey was getting a mouthful of Marion’s A-cup-titties and long nipples. I went back to her pussy and started eating her in earnest.
While Marion and I were experimenting with each other we discovered a wealth of lesbian porn on the Internet. Everything we saw that looked interesting, we tried on each other. I had taken those lessons to heart and Marion loved it whenever I went down on her. I remember the day she first talked me into shaving. Since then we both kept ourselves hair-free. Audrey didn’t, she had a thick mat of blonde hair, a little darker than her mane. Later I would wonder if she colored her hair, but right then and there, I wasn’t fully capable to thinking. I used my fingers to open her up and saw a magnificent sight.
Her flower was a lovely shade of dark pink and was glistening with her juices, the color darkened as I looked deeper. Her clit had popped from under its hood and it was a lighter color pink. I kissed her on her clit and felt her respond to me. Her legs went even wider and she seemed to press herself up toward me a little. I slipped one finger in and then sucked on her clit. I heard a muffled cry as I felt just how wet she was, my finger slid in easily so I added a second and a third as I sucked on her clit. I could barely get two fingers into Marion until she had come at least a couple of times.
I felt Audrey bucking beneath me and would have normally stopped to prolong things with Marion, but I couldn’t stop. I wanted her to cum on my face, I needed her to do it. In several minutes she did! The flood of juices was amazing, the taste seemed to change from sweet to spicy and back. Her hips bucked up and down several times, I almost lost her and I finally did when she twisted and rolled over. As I touched her again she said: “Wait!”
I paused and waited for her to catch her breath. Marion was sitting up near Audrey’s head and they both were looking at me.
“You look like a mess,” Marion said and then we all cracked up a little, then she surprised Audrey and me by grabbing her phone and taking a picture. I felt my hair and realized Audrey had really soaked me, my top was sticking to my skin and all I could taste and smell was her. We laughed for several minutes and ended up in a three-way hug with the two of them licking my face. I felt sexy as hell! Then we sat back and just looked at each other.
Audrey spoke first, “Oh my god!” That started us all laughing again. Marion stood up and stripped off her pajamas. She held out a hand to Audrey and me and lifted us up.
“I think movie night is canceled. Will your shower hold three?”
And you can probably imagine how the rest of the night and well into the morning things went. We showered and discovered that Audrey’s king-sized bed was just the right size for the three of us. It was an incredible time and one no one will ever forget. By the time Marion and I headed for Uni, we knew each other’s bodies and each other’s minds equally well. I now have two BFF’s and I think they feel the same way. I understand you are supposed to be apprehensive about attending college and looking forward to your first break to come home, but I doubt anyone is looking forward to Christmas break as much as I am.
Hidden on my phone was a copy of that picture. It looked down Audrey’s spectacular body, without showing her face and showed me between her legs looking soaked. Every time I look at it, I get a little wet myself. I know Marion and Audrey have a copy of the same picture and according to texts, they also look at it often. I know some people reading our story might think less of Audrey for cheating on my Dad, but it wasn’t like she was going to divorce him to marry me — she’s no Woody Allen. She really does love my Dad. But there is something between the three of us that we cannot ignore.
Dad and Marion’s parents are now well aware we consider ourselves lesbians, it’s hard to keep it a secret when Marion proposed to me on that first Christmas break in front of all of them. But that’s a story for another day.
