Kathryn was laying in bed, thinking about her son, Derrick. He was coming home from college tomorrow. She was ecstatic, after all she hadn't seen him in almost three months, not since his second semester of college started; which meant, she hadn't fucked him in over three months. He was twenty-one now and they had been having a sexual relationship for over three years. She wasn't sure why she desired or craved him as much as she did. She wondered, why is sex with him so much better than with any other of her male lovers? Maybe it was because she loved him more than any other person she had ever known. But, most mothers love their son very much; they just don't go around jumping his bones every time he come home from college.

Kathryn became aware that she was playing with her pussy; she didn't even know how long she was masturbating herself. Do I have it bad, she thought? I think of Derrick and I play with myself automatically. She realized she was wet, very wet and horny. She could see this was going to be a vibrator night. Kathryn wondered how many mothers masturbate to visions of their sons. Why did she need him so bad? Could it be because he's her son and that is one of the biggest taboos of society - sex with your offspring? She always got turned on by things that good girls didn't do. That's why she enjoys and embraces her bi side; again society believes it's wrong. Well what ever it was, she had very strong desires and urges for Derrick. She should feel guilty, but she didn't.

She was snapped back into the real world by the ringing of the phone. Kathryn answered it and found out it was Derrick. "Hi honey, I was just lying in bed thinking of you," said Kathryn.

"I'll bet your hand is between your legs now, isn't it mother?" Derrick asked.

"You do know your own mother. Why, yes it was," replied Kathryn. "Don't you masturbate, when you think of me?"

"All the time, mother," he said.

"Well, we won't have to masturbate much longer, you're coming home tomorrow and I'll have you all to myself. Plus, we're spending your spring break on the Gulf, just you and me. I hope we get out of our room long enough to get a tan," said a very happy Kathryn.

"Mother, that's what I called about," said a rather sober Derrick. "I won't be coming alone, Tiffany will be with me. Now before you yell, hear me out. It's really getting serious between Tiffany and me; she could be the one for me."

Kathryn said teasingly, "I thought I was the one for you?"

"Mother, you'll always be the one for me, Tiffany or no Tiffany, that won't change. However, I would like you to get to know her better and I thought this vacation would be the perfect time. Derrick continued, "Mother, we have been talking about my relationships, both with woman and with men. You always said you wouldn't stand in my way, but that you would like to be included in them, if possible. I thought this might be a good time to see if that's possible. We'll be together in one room in a motel for a week, anything can happen; at least I hope it can. What do you say mother? Shall we try to bring Tiffany into our relationship? She is sexy."

"Do you think it would work Derrick? I've always found her attractive, I'd love to see you fuck her or have her eat my pussy. Does she seam receptive to it?" asked an excited Kathryn.

"I don't know mother? When we watch porno flicks, she doesn't get disgusted when there it is girl-girl sex. She's even wondered out what it would be like to have a woman eating her pussy instead of a man," answered Derrick. "Maybe you can come up with a plan that may increase our chances of having a threesome."

"I'll do my best," said an excited Kathryn. "I'm still disappointed, we won't be able to fuck as soon as you come home, but it may be well worth the wait. Luv ya honey, see you tomorrow."

Kathryn lay in bed, thinking about her son's suggestion of a possible threesome with Tiffany. The more she thought about it, the wetter she got. She reached over and opened the draw of her nightstand. She looked at the three dildos and two vibrators lying in the draw, which one did she feel like? As wet and as horny as she was, she selected the largest one. She needed a big dick and this would do.

She fantasized about a possible threesome, while she fucked herself with the dildo. She imagined Tiffany eating her out, or better yet, Tiffany and her in sixty-nine position with Derrick watching and talking dirty. Yes, that's it thought Kathryn as she shoved the dildo in and out of her pussy. In her fantasy, Derrick is yelling things like; "eat her pussy, make my mother come. And lick her clit mother, suck her pussy, put your tongue into the hole I fucked this morning." Kathryn was working that big dildo in and out of her pussy much faster now, as she got more and more excited thinking about the possibilities.

She imagined a different scene, this one with Derrick on his back and Tiffany and her sharing his cock. She and Tiffany are taking turns licking and sucking his dick. Every so often, while they both are licking his cock; their tongues meet and they shared a deep French kiss. While Kathryn is fucking herself with her dildo, her other hand reaches down to her pussy, finds her clit and rubs it. She goes back into her fantasy. She visualizes Annie's hand reaching across her body and playing with her tits and nipples. Kathryn moves her hand up to her breast and plays with it the way she imagines Tiffany would touch her. There Kathryn was, lying on her bed, dildo buried deep in her pussy, her fingers at her clit and the other hand pinching her nipple. She was working up to a good come. Back in her fantasy, Derrick is jerking off as she and Tiffany continue their French kiss. Derrick's cock explodes, sending hot come right at Kathryn and Angie. She can almost feel the hot come droplets hit her face and neck. She can feel Tiffany's tongue touch her cheek and neck as she licks the come off of Kathryn's face. Kathryn's body shuttered as the orgasm hits her; it was a nice one, but not the big one she had been working hard to get, however it still felt good.

Her mind visualized another scene, one that had Derrick on his back with Tiffany sitting on his face and Kathryn riding his hard cock. Kathryn moved the dildo in and out of her pussy while in her mind she could see herself moving up and down on her son's cock. She looked over at Tiffany, watched her beautiful firm young breasts move up and down as Tiffany ground her pussy into Derrick's face. Kathryn visualized her son's tongue probing deep into his girlfriend's pussy. One of Tiffany's hands went to Kathryn's pussy to play with her clit; the other hand went to one of Kathryn's tit and began to squeeze and massage it. Kathryn's own hand went to her clit to mimic her fantasy. She pinched, rubbed, and squeezed her clit. In her fantasy, she was bouncing up and down on her son's cock while Tiffany tried to hold on to her tit and clit. Kathryn's began shoving her dildo in and out of her pussy very rapidly; she could feel the big one getting ready to rack her body. She pushed her fingers together, trapping her clit inside of them. Then, while her dildo was hitting places inside of her, where no cock had touched, she pinched her clit almost as hard as she could. That did it, her body went into spasms, she screamed and moaned, her hand was drenched in pussy juices and she blacked out for a few seconds.

When her orgasm subsided, Kathryn thought, I hope we can get Tiffany to go a long with a threesome. If it's half as good as my fantasies, we'll need a vacation from the week's vacation of fucking at the Gulf. Kathryn smiled at that thought, as she went to the bathroom to clean up. Just before she went to sleep, she came up with a plan on how to get into Tiffany's panties.

Kathryn woke up after a good night's sleep. It's amazing how a powerful orgasm will help you sleep like a baby, she thought. She took a shower, got dressed and drove to airport to pick up Tiffany and Derrick. She didn't have to wait very long before their plane landed and she saw them by the baggage area. When Derrick greeted her, she expected a little hug and a peck on the check, but he surprised her by giving her a rather passionate kiss on the lips in front of Tiffany. Tiffany gave her a hug and followed Derrick's lead and a kiss on the lips although it wasn't as passionate.

It took them about thirty minutes to get home from the airport. Derrick and Angie deposited their suitcases in his room and then they went out. Derrick wanted to take Tiffany to meet a few of his friends. It was late when they got back and Kathryn had already gone to bed.

The next morning Derrick was up and out of the house early. He had made arrangements with friends to go golfing long before Tiffany was scheduled to come along on his vacation. That would allow Tiffany and Kathryn a chance to get to know each other. They decided to do what women like to do, go shopping. They both could use a new swimming suit and some casual clothes for the vacation on the Gulf.

As they were walking through the mall, Kathryn stopped in front of a store that had big sale signs pasted all over the window. "Tiffany, lets go in here, I buy a lot of my work clothes and everything is fifty per cent off" Most of the clothes in the store were upscale, catering to the businesswoman. Kathryn and Tiffany walked over to racks of dresses. As they were looking through the rack, a rather attractive sales clerk approached them.

"Are you looking for anything in particular?" the woman asked.

"No, just some dresses or suits for the office. I saw you had a big sale so we came in," replied Kathryn.

"Why yes, everything is fifty per cent off. It's our spring clearance sale," explained the woman. "You're a size ten, aren't you," she asked Kathryn. Kathryn nodded in agreement. The woman went through the rack and picked out three dresses. "Here, these three should look good on you. One was a black dress, one a blue and the last one a red dress. "They're all different styles, but they should look very good on you, accenting your dark hair and attractive figure," the woman said, with a warm smile directed at Kathryn. "Why don't you try them on? Right this way." she said to Kathryn. She took Kathryn by the arm and led her to the dressing rooms, while Tiffany followed. She opened the door of one room, hung up the dresses on the hook and allowed Kathryn to enter and shut the door. I'll be waiting out here, if you need any help, anything at all," she told Kathryn as she closed the door. The saleswoman turned to Tiffany, "Is that your mother?"

"No," replied Tiffany, "she's my boyfriends mother."

"Oh, so you two are out shopping while the men are out doing what men do."

"No, it's just my boyfriend. He's out golfing," said Tiffany.

Suddenly the door opened and Kathryn stuck her head out. "Tiffany, could you help me and hook me up in the back?"

Before Tiffany could answer, the saleswoman said, "Here, let me help you," She hooked Kathryn up, however she took her time and her fingers lightly brushed Kathryn's skin. "Come on out and see how you look. There a big, full-length mirror out here."

Tiffany watched the saleswoman's face as Kathryn came out of the dressing room. She appeared to be checking Kathryn out. In fact, Tiffany thought the woman had been friendlier then was needed to make a sales and a commission. Tiffany watched the woman check Kathryn out, looking first at her face and then as Kathryn turned around she stared at her ass. If the clerk had been a man, it would look like he was interested in Kathryn sexually, but she was a woman. Then it hit Tiffany; the saleswoman must be a lessie. She decided to watch her more closely. As she watched, the saleswoman made every excuse to touch Kathryn. Yes, Tiffany was convinced, the woman was definitely hitting on Kathryn, but what surprised Tiffany was that Kathryn appeared to be flirting back. Kathryn bought one dress and at the checkout counter the saleswoman had Kathryn fill out a card that would enable information of sales events at the store to be sent to Kathryn's house. Tiffany thought, I'll bet that's not the only reason the woman wants Kathryn's address and phone number.

As they were leaving the store, Tiffany was going to say something to Kathryn about the saleswoman's behavior, but she never got a chance. Two stores down was a swimming suit store and again everything was on sale. "Come on Tiffany," said Kathryn, "we have to find that perfect suit."

Both Tiffany and Kathryn began looking for suits both for themselves and for each other. Every so often, one would hold up a suit and the other would nod if they liked it or not. As Tiffany was looking through the rack, she found the perfect suit, or so she thought, for Kathryn. It was a red bikini and Tiffany took it over to Kathryn. At first Kathryn liked it, but then she saw the bikini bottom very brief, it was not quite a thong but close to it. The front had a small triangle that barely covered her pubic area and the back of the suit showed more ass than it covered.

"Tiffany, I can't wear that, it's too skimpy for a woman my age," said Kathryn.

"Kathryn," replied Tiffany, "you have a great body especially for a woman in her forties. You have a nice figure, why don't you show it off. Derrick is always saying telling me how sexy and young you look. He tells me people mistake him for your boyfriend and not your son when you guys go out to eat. Try it on, you'll look awesome."

"OK, I'll try that on, if you try this one on." Kathryn held an even skimpier suit, the top looked like it would allow more of her tits to be hanging out than covered. The bottom was a thong, with only a small triangle of material in front that would just cover her pussy. "Come on, you have a much better body than I do, you would be so sexy in this suit, men would go wild. Derrick always tells me, when you guys go out together, men are always checking you out. It makes Derrick feel proud that his girl is the one that other men desire. What do you say, we'll both become daring this vacation.

So they went to the changing rooms and got adjoining dressing rooms. Kathryn got finished first; she looked at herself in the small mirror in the dressing room. She looked good, damn good, she thought. The top accentuated her breasts, even gave her some cleavage, even though she didn't have a whole lot on top. The bottoms were awesome, totally awesome. They showed off her long legs and her tight ass. Yes, as Kathryn looked at herself in the mirror this was the suit. She knocked on Tiffany's door. "Come on out, what's taking you so long," asked Kathryn.

" I can't come out in this," replied Tiffany.

"Oh, Tiffany you have a fantastic body. I would kill to have what you have. If I had your tits and ass, I'd wear that suit in a minute. Come on out and let me see it."

"Kathryn, I can't." Tiffany opened the door and stepped back into the room. Kathryn looked at Tiffany and saw the problem. The bottom was so small that there was hair sticking out from the suit. "See. I can't go out like this."

Kathryn replied, "So you have to shave when we get home, big deal."

"No, Kathryn I don't shave myself, even my legs. Give me a razor and get ready to call the medics. I'll have more cuts than you can imagine and things like Nair give me a rash. The only thing I can do is get it waxed and I don't know if I could get it done, since we're leaving tomorrow morning."

"Tiffany, that suit is great, turn around. OH MY GOD, you ass is absolutely gorgeous." Said a very excited Kathryn. Tiffany blushed a little. "I'm sorry, I didn't mean to embarrass you, but that suit is you. I'll tell you what; we'll get these suits and go home. I'll call the woman who waxes me and see if she can fit you in. If she can't, maybe Derrick can help you."

"Are you kidding," laughed Tiffany. "Derrick is even worse than at shaving than I am. Didn't you see he has an electric razor? I got him that for Valentine's Day. He always had cuts and scabs on his face. It looked stupid."

"OK, I could shave you if you would let me. I'm very good at it and I haven't had any complaints."

"I guess that would be OK, I really want to wear this suit." As Tiffany changed back into her clothes, she thought that comment, about not getting any complaints was kind of strange. Did Kathryn shave other women, and if she did, why? Maybe she would ask Kathryn about the comment later.

As they were walking to the register, Kathryn took Tiffany suit and said "my treat." She reached into her purse to get her wallet out. She handed Tiffany the money to pay for the suits. "Here Tiffany, pay for the suit, I'm going to run back to the last store to pick up my dress." Noticing the length of the line at the register," Kathryn said, "I should be back before you pay for the suits." Saying that, Kathryn hurried out of the store.

As soon as Kathryn left, they opened another register and she was the first person in line. She paid for the suits and walked back to the other store to find Kathryn. She walked in the store and quickly looked around; she didn't see Kathryn. Tiffany walked to the back of the store, where the dressing rooms were located. As she looked toward them, one door opened and Kathryn came out of the room. That's strange thought Tiffany. She was about to get Kathryn's attention, when out of the same changing room came their saleswoman. They both looked around to see if anyone was watching. Tiffany ducked behind a rack. She observed Kathryn and the woman embrace and kiss each other on the lips, it was a quick kiss, but still it looked passionate. Tiffany hurried out the store before Kathryn saw her. When Kathryn got into the mall, Tiffany was just coming out of the swimming suit store.

"I'm sorry I took so long," said Kathryn as she met Tiffany coming out of the swimming suit store. "Theresa wanted to show me another dress she found in my size. I had to try it on, it was nice, but I didn't buy it."

It's Theresa now, thought Tiffany.

"Let's go home and see if I can get you an appointment to get waxed," said Kathryn. "They're usually busy, but I'll bet for me, they'll squeeze you in. I've been going there for over ten years, ever since it opened, I'm one of their oldest customers."

On the ride home, Kathryn small talk, about the Gulf, the suits, Derrick and a lot of other stuff. Tiffany only half paid attention, she was thinking about what she saw in the store. Was Kathryn a lesbian, she wondered? She had been married, but they got divorced, that could have been the reason for the divorce, thought Tiffany. No, Derrick has talked about his mother dating men, even the noise that comes out of her room, when she's entertaining her date. Maybe Kathryn is bi, thought Tiffany. That must be it; Kathryn is bi that would explain what Tiffany saw. That didn't upset her; Tiffany had some bi friends. In fact, at a sorority party, one of her bi friends made a pass at her. They kissed and hugged before another person entered the room and the two girls stopped. It felt good and Tiffany really didn't know how far she would have gone if they hadn't been interrupted. She knew Derrick wouldn't be home until later, that would give her time to talk to Kathryn, that is if she dared.

As soon as they got into the house Kathryn ran to the phone to call and get Tiffany a waxing appointment. Tiffany heard the end of the conversation and the way it sounded, Kathryn couldn't get an appointment. Kathryn confirmed that fact when she came into the family room where Tiffany was seated watching TV.

"I couldn't get you an appointment, they're short a girl so they can't squeeze you in." Kathryn told Angie. "I guess you have a few choices, one you could wait until we got to the Gulf and see if you could get someone to do it there.