15-year old Zach sat nervously in his room, wondering what was happening with his mother and sister. His 14-year old sister, Grace, had come home unexpectedly and discovered Zach and his mother fucking their brains out. His mother, Alicia, had immediately sent him to his room with the promise to come for him later. He'd secretly watched the two of them from the hallway outside his mother's room, and it looked like his mother had calmed Grace down, the young girl's naïve curiosity surpassing her shock at what she had witnessed. And now, his mother had taken the young girl into her bathroom, and had told Zach to go to his room, but not before giving his stiff young cock a teasing squeeze. He'd been waiting patiently, eager to find out what Grace was going to do. He was sure that with the amount of time that had passed, there was no way she was going to squeal on them, to their father or to anyone else. Nevertheless, he sat in his room fidgeting, wondering what the two of them were doing.

"Zach." He looked up to see that his mother had opened his bedroom door, her face peering around the door frame, her body hidden from view. She had a calm peaceful look on her face, letting him know everything was alright. Zach felt the anxiety he'd been feeling shiver out of his body as he looked at her pretty face.

"We're ready for you now," his mother said, a mischievous twinkle in her eye as she looked him up and down as he sat on his bed in his underwear. "Good, keep your boxers on. I want you to take that jar of Vaseline of yours and go sit in the reading chair in my room. Just put the Vaseline on the little table beside the chair."

With that, she disappeared. Zach reached into the drawer of his computer desk and pulled out the big tub of Baby-Fresh Vaseline he kept there, his lube of choice for jerking off. He'd been using it for a long time now. As he pulled it out of the drawer, he thought of all those times he'd fantasized about his mother, his greasy Vaseline-covered hand sliding rhythmically along his beefy dick as he'd pictured all the nasty things he wanted to do to her. Just the baby powder scent from the open container could send the blood rushing to his prodigious member. He took the sizeable jar and went to his mother's room, seeing the door to the en-suite bathroom was closed. His mother had turned on the lamp next to her big easy chair that sat at a diagonal in the corner of the room. Zach eased himself into the chair, setting the jar of lube on the table next to him.

"I think he's here," Alicia said, putting down the makeup brush on the desk in the dressing area that led from the bedroom to the en-suite. Once she'd finished riding Grace's face and having the young girl eat and rim her through a couple of delicious orgasms, she'd washed the sticky remnants of her cunt-honey off the young girl's face. When she'd removed the hair band from her daughter's head, Grace had shaken her hair out of the ponytail, her sandy-blonde locks falling about her shoulders attractively. Alicia had gone to summon Zach, and when she returned, she touched up the pretty girl's makeup, before reapplying a glossy layer of pink lipstick that she'd rubbed totally off by grinding her needy twat against the girl's face just a few minutes before. She looked at her handywork, knowing that glistening pink mouth was something she and her well-hung son would be putting to good use for the rest of the night—starting right now.

"Grace, I want you to wait here," Alicia said, standing next to the door leading back into the bedroom. "You can watch from here, but it should only be a minute or two before I call you." Alicia looked at her daughter's glossy pink lips, and knew just what she wanted before going out to see her son. "C'mere, Baby. I want you to suck on Mommy's nipples for a minute. I want you to make them nice and thick for your brother to see."

Grace obediently stepped over to her mother and lowered her lips, slipping them over Alicia's pert red nipples. Her mother's nicely-shaped breasts were wickedly displayed above the tantalizing demi-cups of her sexy bustier. The teenager sucked on one breast before moving to the other, the swelling rubbery pebbles glistening with her gooey saliva.

Grace had been shocked to see her mother and brother fucking, but when her mother talked to her about how special that relationship was between the two of them, Grace understood. Their family unit had been shattered when news of her father's taste for hookers was made public. Grace had wept, and wanted everything to be back to normal—but she knew in her heart things would never be the same. She tried to do whatever she could to make everyone happy. She knew that was her nature to let others lead the way while offering whatever help she could. If her mother wanted to be with Zach in that way, Grace had no intention of stopping her. She wanted the three of them to be close, to have their own special loving relationship. She knew she would be happy letting her mother and Zach show her what they wanted her to do, and she would try her hardest to make them pleased with her. And if pleasing them pleased her as well, it was all that much better—like the way her pussy was tingling as she sucked on her mother's beautiful breasts right now.

"That's good, Baby," Alicia said, pulling Grace's eagerly working mouth off her soft breasts. They both looked down at her glistening nipples, the deep red bullets swollen with blood and thrusting provocatively forward. Alicia turned and slipped out of the room, leaving the door open a few inches for Grace to look through.

"Hi Sweetie, how's my big boy doing?" Alicia said as she walked across the room towards her son, her hips swaying sensually as she moved languidly in the 4" stilettos.

"Oh Mom, you look amazing!" Zach gushed as he took in the sight of his sexy mother. The scarlet corset she'd been wearing earlier was incredibly erotic, but what she wearing now took his breath away. The black bustier was fucking unbelievable. It fit her lithe hourglass figure like a second skin, the shiny black fabric looking wickedly exciting against her pale white skin. The shelf-like demi-cups lewdly displayed her succulent tits, the curving half-cups ending enticingly just below her areolae. Zach licked his lips in anticipation as he stared at his mother's spectacular nipples, the throbbing red buds glistening wetly. His eyes followed the sensuous lines of the devilish bustier down over his mother's nipped-in waist to where it flared out and ended on her sloping hips. She had on a matching pair of French-cut panties, the shiny black panties cut viciously high on her sexy hips.

"Thanks, Baby, I'm glad you like this outfit too," Alicia said as she turned in slow circle, modelling the sexy outfit for her admiring son. Zach's eyes never left his mother's mouthwatering body, his gaze now running down over her long, shapely legs. He felt his cock starting to surge and lift beneath his boxers as he looked at her gorgeous legs, beautifully encased in sheer black thigh-highs, the intricate lacy bands hugging the tops of her supple thighs sinfully. His gaze drifted down past her dimpled knees to her sexy muscular calves, then to her delicate feet, sensuously cradled within black suede pumps with a nasty-looking metal stiletto heel.

With his cock on the rise, Zach slowly let his eyes drift back up her body to her pretty face, her lovely exotic features beautifully accented by a wide rhinestone choker circling her neck. The glittering choker looked wickedly erotic, conjuring up all kinds of sinful images of dominant women in his brain. He saw she'd touched up her makeup after the intense fuck they'd had earlier, her eyes looking smoky and incredibly alluring with the dark eye shadow she'd chosen to go with the black outfit. Her full mature lips were a brilliant red slash across her face, the vivid red lipstick seeming to call out to him to pierce that glossy wet aperture with his turgid member.

"Mom. I ... I love that outfit," Zach stammered, his swelling cock continuing to lift his boxers away from his groin.

"Do I look as good as one of those Photoshopped pictures of yours?" Alicia said as she put her hands on her hips and looked back over her shoulder at her young son, posing provocatively beneath his hungry gaze. She remembered how excited she'd been to see the numerous pictures Zach had created by Photoshopping her head onto the bodies of models dressed in lingerie or sexy outfits. She knew some people would find it perverse, but she found it wickedly exciting knowing her son had created those pictures of her to jerk off to.

"Better," Zach replied, loving the way the tightly cinched corset accentuated his mother's spectacular figure.

Grace watched all this through the crack in the door, her pussy seeping girly juices into her panties already. Just the way her mother moved looked intensely erotic, and the confident way she carried herself in the sexy lingerie made Grace's heart flutter with desire. She looked at her brother, and could tell by the rising bulge beneath his boxers that he felt the same way.

"Well, Zach, I've got a little treat for you," Alicia said with a mischievous smile on her face as she turned towards the bathroom door. "Grace. Come out here, Baby." Feeling unsure of herself, the young girl opened the door and tentatively stepped forward, her heart in her throat.

Zach turned instinctively as Grace emerged from the bathroom, his eyes almost bugging out of his skull. Could this vision of loveliness before him really be his little sister? The sister who had pestered him for his entire life? He'd always thought of her as being kind of cute, but he never would have believed she could look so breathtakingly sexy as she did right now. She was dressed all in white, and looked so virginally innocent and wickedly erotic at the same time. His eyes roamed hungrily over her sweet young body as she stepped slowly into the bedroom. She wore a brilliant white baby doll set, the top fitting snugly over her pert young breasts. The sensuous fabric pulled her tits together wonderfully, causing an inviting line of cleavage to form between the two firm globes. From just beneath her breasts, the material of the baby doll top hung invitingly down to her slim hips, panels of intricate lace and translucently sheer fabric covering her tiny waist with a flowing softness.

Zach looked down, his eyes zeroing in on the inviting V of shiny satin panties covering his sister's puffy little mound, the panties disappearing into a ribbon-like string he glimpsed beneath the shifting folds of the baby doll top. His gaze drifted down to her legs. She was wearing thigh highs as well, only these were dazzling white, a wickedly sinful contrast to the bewitching black ones his mother was wearing. Her delicate little feet were encased in white high-heeled sling-backs, shoes he'd never dreamed of seeing her in before. But she looked amazing in them, the shoes being so fucking sexy. They made her slim coltish legs look long and beautifully defined, just like her mother's.

He drew his eyes back up her tempting young body to her face. He almost gasped as he looked at her. She looked so grown-up and glamorous that it sent another burst of heated blood right to his loins. He'd only seen her with a touch of girlish lipstick on before—nothing like the beguiling vision before him right now. He realized his mother must have done her makeup. Her eyes were beautifully made up, soft warm pink hues that perfectly accentuated her virginal white outfit and sandy blonde hair. Her cheeks had a slight touch of blush, making her look alive with flushed desire—or maybe that was just the state she was in right now—he had no idea. Her lips were glossy pink, and he'd never realized how full and kissable they were until now. As his cock stiffened even more beneath his loose boxers, he couldn't help but picture how nasty it would be to have his little sister's lips wrapped snugly around his rock-hard prick, slavishly sucking him like a porn star.

"Zach..." His mother's voice broke him out of his reverie. "Don't you think your sister looks pretty?"

"She ... she looks incredible," Zach stammered, almost licking his lips in anticipation as he looked at his little sister in the ravishingly sexy outfit.

"I'm glad you think so," Alicia continued, "because Grace would like to join us. She and I have had a little talk, and I've told her about the new relationship you and I have had over the last couple of days. She's agreed to be our fluffer."

Zach's eyes flew to his mother's, a look of utter astonishment on his face. "She ... she has?" he gasped out. Being a typical red-blooded male who watched a lot of porn, he knew exactly what a fluffer was. The fact that his mother had talked Grace into being their personal fluffer was obscenely shocking—yet wickedly delightful.

"Yes, I've told her what her duties would be, how our pleasure is the most important thing. She knows what she'll have to do for each of us, and the clean-up duties she'll have to attend to as well. She's already shown me how talented she is at that, right Baby?" Alicia said as she turned to Grace.

Grace turned red with embarrassment, but nodded in agreement.

"That's my girl," Alicia said, stepping next to her daughter and running one crimson-tipped fingertip down over her shoulder and across her chest. She stopped with her fingertip on the young girl's nipple, and Zach could see it swelling as his mother rolled her finger over the tip. "And I think she looks just darling in this outfit. And I can see you feel the same." Both children followed her gaze to where it had settled in Zach's crotch, his swollen dick bobbing with each powerful beat of his heart as it strained upwards against his confining boxers.

"I think we should start with Grace's fluffer training by letting her get used to the feel of that beautiful cock of yours in her hands. Don't you think so, Grace?" Again, the young girl nodded, mesmerized by the bizarre spectacle of her brother's enormous cock throbbing and twitching as it tautly stretched the material of his underwear. Alicia took a pillow from the bed and tossed it on the floor, right in front of the chair Zach was sitting in. "Open your legs, Zach. Let your little sister get right between them."

Zach did as he was told, and Alicia nudged the pillow with the tip of her pointy stiletto until it was positioned right in front of the chair. "You can kneel right there," Alicia said, nudging Grace lightly on the shoulder. The young girl stepped forward and kneeled on the pillow as if in a trance, her eyes never leaving the mesmerizing protrusion of her brother's dick.

"Run your hands over it, Baby," Alicia instructed. "Feel how hard it is for you."

On her knees between her brother's spread thighs, Grace looked up at her brother, uncertainty in her eyes. Zach knew this was all new to her, and that she must be frightened of everything that was happening. He looked her right in the eye with a calm expression on his face, letting her see that everything was okay, and that she had no reason to be afraid. He could see the relief washing out of her as she looked back at him, and then, with a gentle smile, he nodded for her to go ahead.

As Grace looked at her brother, she knew he felt a connection with her, knew how insecure she was about what she'd been asked to do. The calm look in his eyes soothed her, as if he too had felt the same uncertainty at some point, maybe just in the past few days. She took a deep breath and exhaled slowly as an intense shiver tripped down her spine, her nervousness being replaced by an intense curiosity. She looked down at the immense bulge in his shorts, anxious to get her hands on it and see for herself just how big it really was.

Grace raised herself up on her knees and ran her slender young hands over her brother's thighs and onto the soft material of his well-worn boxers. She could see a blossoming wet stain where the head of his cock was throbbing against his underwear, pre-cum oozing from the tip and soaking right through the worn flannel. She felt her heart flutter as she watched the stain glisten and grow bigger, knowing her brother was excited.

"I think he likes having you between his legs like that," Alicia said, watching the lewd scenario going on right before her.

Grace's hands were trembling as she slid them across his boxers, her slender fingers getting closer and closer to the rising column of flesh. Finally, she touched it with her fingertips, feeling the incredible warmth right through the soft fabric. She slid her fingers up each side, her mouth opening in awe at the immense size and unbelievable hardness she was feeling. Her fingers went all the way to the top, where she instinctively took the tip of her index finger and rubbed it over the shiny stain, causing another surge of pre-cum to pulse to the surface and ooze right through the already-soaked material.

"Ohhhnnn," Zach groaned, loving the teasing feel of his sister's tiny finger on the engorged knob of his cock. His sister rubbed the head a little more, and then let her fingers explore further, circling his rigid shaft, with only a thin layer of fabric separating his flesh from hers. She slid her gripping hand slowly down his upright member, as if measuring it.

"It's so big," Grace whispered quietly, her hand slipping back up as she now cupped her whole hand over the massive crown and rolled her hand in a teasing circle, rubbing the burgeoning helmet salaciously against the palm of her hand.

"Oh fuck," Zach groaned, throwing his head back, his eyes closing in pleasure.

"That's my girl," Alicia said, her sultry voice oozing with praise. "I think you need the real thing now. Take those boxers off and see how you like the feel of it right in your hands."

Grace's eyes flicked up to Zach's as she reached for his waistband, a look of wanton desire in each of their eyes. Zach raised his hips while his little sister grasped his waistband and pulled down.

"Aaahh," Grace gave a sharp intake of breath as she pulled down on the boxers and her brother's massive cock came into view, springing powerfully upward in front of her face. A flickering ribbon of pre-cum splashed across her lips and cheeks, the slimy fluid feeling nasty on her young skin. She instinctively slipped her tongue out and circled her lips, pulling the silky discharge back into her mouth. She let the strange taste linger on her tongue for a few seconds before swallowing, knowing she wanted more.

She tossed her brother's underwear aside and moved closer, her eyes staring at Zach's horse-like cock, the immense cylinder of flesh bobbing menacingly with each strong beat of his heart, the broad mushroom head almost as big as her fist. She stared as if in a trance, watching the blue veins running up the thick shaft pulsing as they continued to feed blood to the engorged crown, the enflamed glans a brilliant crimson, the circling ridge-like corona a menacing purple. Grace breathed raggedly, her mind racing with conflicting emotions as she looked at her brother's long thick cock, thinking it looked more like a weapon than an instrument of love-making. She was both terribly frightened and yet sinfully enthralled, her eyes staring hypnotically at the blood-engorged phallus rising from her brother's loins, her fingers itching with need.

"It's beautiful, isn't it?" Grace heard Alicia say.

"Y ... yes," Grace gasped out breathlessly, her face flushing with anticipation. From the corner of her eye, she saw her mother drop another pillow on the floor and kneel beside her, just on the outside of Zach's spread legs.

"Go ahead ... touch it," Alicia encouraged, seeing a fine sheen of nervous perspiration break out on Grace's pretty face.

Grace's tiny hands reached forward, the fingers coming together from each side. Even before she touched it, she could feel the intense heat radiating from the thrusting shaft. She slipped one hand around it, her fingers coming nowhere near to closing against the palm of her circling hand. She felt her pussy pulse out a wad of cunt-honey into her panties as an excited shiver ran down her spine. Her brother's cock was so huge that it seemed natural to put her other hand around it—so she did. With both hands around it, one above the other, she had only about half of the incredible length covered. She gave it a gentle squeeze, feeling the ominous power lurking within his rock-hard erection. With her delicate hands gripping him in a warm loving corridor, she slid her hands upward, sliding the outer sheath towards the enflamed knob.

"Uhhnn," Zach groaned softly as his little sister's hands slowly, teasingly, moved upwards. A shiny bead of pre-cum pulsed to the surface and started to roll down the inverted V of his glans, the glistening fluid slithering in a silky trickle towards her slender young fingers.

"How ... how can something be so hard and yet so soft at the same time?" Grace asked, her hands instinctively starting to slide downwards once she got near the ropey corona. It felt like she was holding an iron bar coated in the softest of velvet.

"Just wait until you feel it between your lips ... or deep inside you," Alicia said, smiling at the wanton expression on her daughter's young face as she stroked her brother's cock.

Grace shivered at her mother's words, both with fear and anticipation. Now that she could feel in her own hands how big it was, she couldn't believe her mother had been able to take all of it inside her. If she hadn't seen it with her own eyes, she wouldn't have believed it. But she had seen her mother writhing with this enormous cock all the way inside her—writhing and convulsing wantonly as her brother had fucked her, making her come over and over. Grace was frightened by what that massive fuck-stick might do to her, but she was equally excited about seeing if her brother would be able to bring her as much pleasure as he'd brought her mother. Plus, more than anything, she wanted to be part of this special relationship they had, and she had promised her mother that she'd try to do whatever they wanted her to do. She knew how much her mother cared for her, and would never hurt her, and deep in her heart, she knew Zach felt the same. If they wanted her to be their 'fluffer', as they called it, she was more than willing to try. With her brother's rigid erection pulsing in her teenage hands, Grace started to pump up and down.

"That's my girl," Alicia purred beside her. "Just look at the way you're making that head drip." With Grace's hands stroking smoothly along the thrusting prick, a steady supply of pre-cum was oozing from the wet red eye, the shimmering fluid starting to run down the shaft and onto Grace's circling fingers.

"Can I ... can I taste it?" Grace asked, her mouth watering as she watched the silky juice pulse forth from the glistening tip of her brother's knob.

"Go ahead, Baby. But just put your lips on the very tip like you're kissing it. I don't want you to take any more in your mouth right now. We'll have a proper cock-sucking lesson soon enough."

With her heart thumping in her chest, Grace leaned forward, her mouth poised right over her brother's cock. She pursed her glossy pink lips forward and lowered her mouth, gently pressing her lips to the very tip of the enflamed glans. The incendiary heat from his throbbing dick flowed through her young lips and into her very being, firing her libido even more. With her lips locked tightly around the glistening tip, she feathered her tongue forward and licked at the seeping eye.

"Mmmmm," Grace mewed as she tasted the silky fluid. She pumped her hands upward and sucked, drawing more of the gooey discharge into her mouth. She pumped his enormous dong once again, forcing more of his slimy pre-cum to ooze right into her gently sucking mouth. The young girl felt like she could have stayed there all day, feeding from her brother's prick.

"Okay, that's enough for now," Alicia said, pulling back on Grace's shoulder. The young girl reluctantly sat back, but not before licking up a final strand of the flowing fuck-juice. Her mother leaned forward from her kneeling position beside her, her brilliant red lips mere inches from her son's thrusting erection. "It's Mommy's turn now. When I give you the sign, I want you pump it, just like you were. Keep doing it until I tell you to stop." Without even waiting for a response from Grace, Alicia leaned forwards and started to slip her lips over Zach's knob.

Grace was watching her mother totally in profile as the older woman leaned over from the side, her spreading red lips following the sloping contours of Zach's huge mushroom head. Her mother's lips stretched and stretched until, finally, they slipped over the rope-like corona and clamped down, the flared knob trapped securely within her mouth. The teenager watched, totally riveted by the obscene display of her mother lewdly filling her face with her brother's cock. Alicia looked sideways at her daughter, her eyes smoldering with rapture. She nodded slightly, letting Grace know she was ready. With her hands firmly wrapped around her brother's trunk-like prick, the young girl started pumping.

"Mmmmm..." Within just a few strokes, Alicia started mewing like a kitten with a bowl of warm cream. Grace watched her mother's cheeks vacuuming in as she sucked, drawing out her son's juices as Grace pumped it to the surface. The teenager shivered with excitement and felt another goosh of cunt-honey seep into her panties as she watched the muscles in her mother's neck contract, knowing the older woman was swallowing all of that silky nectar Grace was pumping into her sucking mouth. The young girl continued to jack away at her brother's throbbing phallus, obscenely feeding the gooey discharge right into her mother's hungry mouth.

"Oh fuck, Mom, that is so good," Zach said. "But I can't stand much more of that. I'm gonna cum soon."

Alicia quickly slipped her mouth off of her son's prick, a glistening web of pre-cum bridging the gap between her shiny red lips and his throbbing cock-head. She flicked her tongue forward, breaking the strand and drawing it into her mouth. "Let go, Grace. I don't want him to come just yet."

Although she was reluctant to let go of the gorgeous piece of meat she held in her hands, Grace immediately complied, eager to show her mother she would do as she was told. Zach's cock twitched and throbbed, the dark blue veins standing out in bold silhouette against the thrusting column, his flowing pre-cum sliding in warm rivulets down the upright shaft.

"Put some of that Vaseline onto your hands," Alicia said to Grace as she grabbed the open jar of lube and held it out towards her daughter. The young girl reached in and scooped some out. "No, a little more." Grace took out some more, the greasy stuff feeling strange on her fingertips. "Rub your hands together, get them nice and warm and slippery." Under her mother's words of guidance, the teenager rubbed her hands together, feeling the lubricant heat up and become more slippery. She loved the scent, the seductively innocent baby powder smell wafting sensually into her nostrils.

"That's good," Alicia said. "See how that gorgeous cock of his feels in your hands now."

Flushed with excitement, Grace reached forward, her slick hands wrapping firmly around her brother's surging prick, one delicate little hand above the other. She rolled her hands in a teasing circle around the base of the thick shaft, feeling the powerful slab of manhood come even more alive in her hands.

"Ohhnnnn," Zach groaned deeply, rolling his head against the back of the chair. With her pussy on fire and dripping like crazy, Grace slid her hands upwards, her brother's hard thick cock feeling absolutely amazing in her slippery hands. When she got to the very tip, she drew her two hands back towards the root.

"Twist your hands as you stroke it," her mother instructed. "He'll love it."

On her next upstroke, Grace incorporated a slow teasing corkscrew motion, her brother's enormous dick gleaming with the slick lubricant. She got to the top and drew her circling hands back down, squeezing and massaging as she rolled her hands in that delightful corkscrewing motion. Grace got into a smooth rhythm, her slick hands sliding mercilessly up and down along the full length of over 10" of rock-hard cock. She could feel the powerful slab of meat throbbing under her fingertips, the enflamed crown getting darker and darker as she stroked, pre-cum flowing continuously from the tip and sliding down lewdly over her pumping hands.

"Oh fuck, that's so fucking good," Zach groaned, feeling his balls starting to draw up close to his body in his drum-taut sack.

"Just keep doing that, Grace. Don't stop," Alicia said, reaching forward and cupping Zach's overflowing nuts in her hand. She squeezed gently, just enough to let him know what she wanted from him.

"OH FUCK ... OH FUCK," the young man moaned. "I'M ... I'M GONNA COME!" With his sister's and mother's hands both working on him, Zach climaxed.