Chapter 2

Carolyn Lawson had her eyes closed as she lay soaking in the tub of hot water trying to figure out a strategy to involve Jeff's mother, Annie, in their threesome. She knew from what Jeff had told her that Annie wasn't getting any sex from her husband and, of course, that was a key piece of information. But what else was there about Annie that she could exploit as some type of leverage? Carolyn thought about her neighbor - Annie was somewhat of a 'plain Jane' woman who, at 41 was a mother of two children. Jeff, her son was 14 and Mary; her daughter had just turned 16. Annie was of average height and build but she had what appeared to be a nice set of tits, probably around a 36D but it was hard to tell because she always wore those awful sweat pants and overly large t-shirts. The way Annie dressed you would have thought that she was grossly overweight, but Carolyn was positive that wasn't the case at all. She thought back over the years that she had known Annie and remembered a conversation they had a couple of years ago where Annie professed a distaste for wearing nicer clothes because she wasn't pretty enough to be wasting her husbands hard earned money on nice clothes. That probably meant that Annie had a poor self-image of herself and maybe that was an opening that Carolyn could exploit.

She heard a noise off to her right and she opened her eyes and looked up to see her son standing in the bathroom doorway, naked and stroking his hard cock.

He smiled down at her while continuing to stroke his cock. "Hi mom, I was getting horny and I started thinking about you, or was it the other way around?"

"I'm not sure but I can see the results of your thinking. Why don't you come over here and let your mother help you out with that... uh... problem."

David walked over to the tub and Carolyn sat up and pulled his body to the edge of the tub. "Would you like mommy to suck your cock for you sweetie?"

"That's exactly what I had in mind mother."

Carolyn got onto her knees and took David's cock into her mouth. She grabbed a hold of his shaft and began stroking his cock as she sucked on the circumcised head, paying particular attention to the very sensitive ridge. Her other hand was busily massaging his tense balls.

"Oh fuck mom, that's feels great, really great!" He grabbed the back of her head and began thrusting in and out of her mouth, using her orifice like a substitute pussy. Faster and faster he thrust his cock into her mouth. "I'm almost their mom, keep sucking my cock. That's good mom, get ready for my hot cum. Oh fuck. Oh God here I cummmmmmmmmmm."

She swallowed spurt after spurt of his sweet cum then cleaned off his cock with her tongue. After she finished licking his cock she looked up at her son and said, "Look honey, you had better get down to your room and get dressed. Your father is due home any minute now and we wouldn't want him to catch you in his bedroom naked."

"Ok mom, I'll see you later." He bent down and kissed her then ran his tongue inside her mouth and sucked out what was left of his seed.

On Monday morning after Matt had left for work and David and Jeff and Mary had all caught the bus for school Carolyn called Annie and invited her over for a cup of coffee. A little while later Annie knocked on the back door and Carolyn quickly shoved a cup of steaming hot black coffee into her hands and they both sat down at the kitchen table.

She hadn't thought of a way to open her up about her sex life so she thought that she would use her pathetic husband as an icebreaker and, of course, as a bad example of how not to please a woman. "Annie I had an ulterior motive for asking you over this morning and I hope you don't mind."

"Gee I guess not Carolyn, what's up?"

"Well I know that you can keep a secret and I guess I just need someone to talk to, that's all."

"Oh, well sure, if I can help, I will. What's the problem?"

"Well... it's Matt. He hasn't... uh. Well frankly Annie, I'm not getting any from Matt and I don't know what's wrong or what I should do and I thought you might have some ideas."

Annie turned almost beet red before she finally stuttered an answer..."Gosh Carolyn, I sure wouldn't know what to tell you, I mean you look really nice to me. Heck even Jack and Jeff have said that they think you're hot."

"Really? Your husband and son think I'm hot? Well that makes me feel a little bit better. Still... I need to do something to entice Matt more."

"Well I'm sure not the right person to ask - hell Carolyn, Jack hardly ever touches me anymore. I guess it's just my slovenly appearance. No one will ever mistake me for being Ms. Sexy."

Carolyn let her stew on her own harsh evaluation of herself for a minute or two, refilling both their coffee cups, finally she said, "Well that's bullshit Annie! I know that I don't look all that bad, at least not for 43 and I think you look better than you're give yourself credit for, it's probably just those awful sweat suits and t-shirts you always wear, I mean, they're not all that flattering you know."

"Oh I don't think it's what I wear Carolyn; I just think men just aren't attracted to an old frump like me."

"OK, you know what Annie, I'll prove it to you that if your wore better clothes you'll be seen as being more attractive. Come on upstairs and let's see what we have to work with." Before Annie could even think about or protest her decision Carolyn grabbed her hand and led her upstairs and into her bedroom. "OK girl, off with the sweats and let's see what you look like."

"CAROLYN! I can't take off my clothes in front of you, I mean... well, you know."

"Oh for Christ's sake Annie, it's just us girls here. Come on let me see what you look like without the sweats."

Annie blushed, but finally pulled her t-shirt over her head and tossed it onto the bed. Then she untied the sweat bottoms, kicked off her flops and pulled off her bottoms. She was wearing a pair of white 'granny' panties and a plain white and much worn bra. Carolyn was reassured to find that she was correct and that Annie really wasn't fat at all. She had more of what could be best described as a nicely rounded figure but overall she was very pleasant to look at.

"Turn around honey, let me look at your backside."

Annie turned around and Carolyn saw that she had a real nice tight ass and even though her legs were shorter they looked to be in good shape, maybe from walking around the neighborhood so much. "Gosh Annie, you don't look bad at all, you just need some help with your clothes. What size is your bra?"

"I'm a 34C at least that's what I have been buying."

"Well a couple of nice Victoria Secret bras will help your breasts look sexier. Do you always wear 'that' type of panties? I mean don't you have something more sexy like some thongs or at least high cuts?"

"I've never tried either type; I guess I've always thought it was just a waste of money."

"Annie, get dressed, we need to make a mall run and check out some clothes for you."

"Oh I don't know Carolyn. I shouldn't be wasting Jack's hard earned money. Besides, I thought that this conversation was all about you? I mean what are we going to do about you?"

"Annie I think that solving your problem will help me with mine."

"Carolyn, that doesn't make a damn bit of sense. How is buying me clothes solve your problem?"

"Look Annie, it seems to be a simple proposition to me. Jack isn't fucking you as you are now, so let's see if we can't find some nice clothes that will jump-start his libido or at least his imagination. While we are working on you I'll get some things for myself and see if that won't work for me too."

"Well, OK I guess... but I don't think..."

"Oh, Come on Annie, I'm getting excited by all of this. Let's go to the mall." Carolyn got her into the car and in less than twenty minutes they were walking into a Victoria Secrets. Carolyn let her look around from table to table picking up first one type of bra and then another. "Look here Annie; this would be perfect for you." Carolyn held up a light purple bra with white lace all around the top and a bow in the center.

"Oh Carolyn, that is beautiful. Do you really think it will look good on me?"

She talked Annie into two more bras, all with matching panties and picked up a couple of sets for herself, then they were off to Lord and Taylor's the one exclusive department store in the mall. They looked through tons of dresses, skirts and blouses until Carolyn found a great silk blouse that could be worn without a bra and she held onto that one for herself. She found three skirts for Annie none that were any shorter than a couple of inches below her knees and two had small slits up the side, which would show off her legs nicely. Carolyn also picked out two blouses for Annie; one was designed like an old western blouse, you know the kind that buttons up to the neck and a black bow tie at the top and the other one was a white opaque that would show off her bra without being brazenly sexy. Carolyn didn't care how Jack would like them because she knew that both boys' would love them.

Annie was so excited with the clothes they bought that she was acting like a schoolgirl. "Come on Carolyn, let's go home and try on our stuff."

They drove back to Carolyn's house and she drug Annie upstairs and back into her bedroom. "OK girl, let's see how these clothes we bought, fit us." Carolyn pulled her V-neck blouse over her head and tossed it on the bed, and then she kicked off her shoes, unzipped her slacks and let them fall to the floor. Her bra and panties were next and she quickly shucked out of those too. "Come on Annie, off with the clothes."

Much to her amazement Annie had lost all of her reluctance to be unclad in front of Carolyn and she watched as her neighbor pulled off her t-shirt, kicked off her flops and then untied and dropped her sweatpants. Carolyn was even more surprised when Annie unsnapped her bra and tossed it on the bed, she had guessed that she was going to have to fight Annie's modesty but she amazed Carolyn even further when she shucked out of her panties and stood before Carolyn totally nude. Annie's breasts sagged a bit, but that small sag only accentuated her nipples. Annie had great areolas, about two inches across with pert little nipples that stood out proudly. Her bush was trimmed but could stand a little more attention. Annie reached over and grabbed a pair of thongs and put them on, then turned around to look at herself in the mirror.

"Gosh Carolyn, I don't know if these are for me or not. What do you think?"

"Honey I think they are sexy as hell." Carolyn walked completely around her looking at how the panties looked and fit. Then she knelt down in front of her and touched her, feeling the fit, then running her hands up the sides of her legs, around her ass then finally tugging here and there and playing like she was checking to make sure they fit correctly. Then, as a coupe de grass she ran her hand across the top of Annie's pussy then down just a bit between her legs.

"Carolyn! Please don't..."

"Oh God Annie, I'm just checking the fit, that's all." She let the excuse hang out in the air for a minute then, almost as an after thought she said, "Oh honey, I'm sorry, did I make you wet?" She knew God Damn well she had because she could see the small wet spot on her panties.

"Ah, no. No you didn't. I am... just a bit embarrassed, that's all."

What Carolyn really wanted to do is throw Annie on the bed and lick her pussy but she knew that she wasn't anywhere near ready for that so she decided to just play it cool. Besides she was still walking around nude and thinking about what effect it might be having on Annie's mind. "Tell me Annie, how do you get yourself off?"

"Off, what do you... oh, you mean masturbate. Well I guess like every woman does, with my fingers."

"So you don't have a vibrator?

"No, ah, I've never tried one. I wouldn't even know where to go to buy one. Do you use one?"

"Sure I do, in fact I wouldn't be without one do you want to see mine?"

"Uh, I guess so. I mean sure, why not."

Carolyn walked over to her bedside stand and took her vibrator out from its hiding place in her panty drawer and handed it to Annie. "Look sweetie, here is how you turn it on." Carolyn turned the switch at the bottom to low and handed it back to her. The really amazing this about their entire conversation was that Carolyn was still totally nude and Annie was wearing nothing but her panties. Annie took the vibrator and looked at it like she had never seen anything plastic and shaped like a cock in her life. "Oh Christ Annie, it won't bit you. Here honey, sit back on the bed and let me show you."

Annie hiked herself up on the bed and put her back against the pillows on Carolyn's bed. "What are you going to do?"

"I'm just going to show you how to use this unless you would like to try it by yourself."

"No, go ahead... you do it Carolyn."

Carolyn crawled up on the bed and sat beside Annie, hip to hip if you will, then she reached over and started rubbing the gently moving vibrator around the underside of Annie's breasts then moved it up towards her nipples. She knew she was going to be successful when she heard Annie weakly moaning with pleasure.

"Oh... oh Carolyn, that feels... uh... really nice."

"I know, I know. Just lay there and enjoy this honey." She kept moving the head of the vibrator around her nipples then slowly started to drop it lower and lower until it was on her panties, just above her pubic bone and almost touching her pussy just above her clit. "How does that feel Annie?"

"Oh that feels just great, really great!"

"Play with your nipples while I show you the best part." Annie picked up her hand and began pulling and tugging on her left nipple as Carolyn pulled her panties to the side and slipped the vibrator just under the leg band and ran it up and down her cleft.

"Ohhhhhh. Ohhhhh My God. I can't believe this. Oh Carolyn..."

Carolyn turned the switch to medium and inserted the vibrator between Annie's lips then lifted it up to meet her clit. Annie first opened her legs wider to give Carolyn more access then she put her feet up and let her thighs part into a 'vee' position so that Carolyn would have unfettered access to her now dripping pussy. Once Annie was wide open Carolyn started to slide it and an out about an inch while she watched Annie's face. She was close to an orgasm, her head rolled back, her eyes closed and pulling on her nipples and then finally her eyelids began fluttering uncontrollably.

"Ohhhh Fuck. Fuck, fuck, fuck! God I'mmmmm Cummiinnggggggg."

Carolyn pulled the vibrator out of Annie's pussy and let her catch her breath. "Well Annie I guess that you have made yourself a new 'friend' in this life, I mean you looked like you really enjoyed yourself. It sure is better than using just your fingers, isn't it?"

"God Carolyn, I've never experience anything that... uh... sexually satisfying in my life. Certainly Jack hasn't ever given me an orgasm that good. Can you buy one for me? I mean I really wouldn't know where to go to get one."

Carolyn's mind swirled back to the here and now and she still had some concerns that she would scare her off so she decided to downplay the whole incident and get back to their clothes. "Honey, you can take that one home with you and keep it as long as you need it, I've got others. Now let's try on the rest of your clothes."

That afternoon when Jeff and David arrived home from school Carolyn took them into the den and told them the whole story of what Annie and she had done that morning.

Jeff was amazed that Carolyn had talked his mother out of her clothes. "God Carolyn, I can't believe mom let you do that to her. I mean she is Mrs. ultra conservative about her privacy... I haven't ever seen her in anything any more revealing than her swimsuit and that is an old one-piece suit that doesn't show off anything."

"Mom, Mrs. D really let you get her off with your vibrator?"

"You bet she did and I am almost certain that if we play our cards just right we can add her as a fourth to our group. She would have let me go farther, at least I'm convinced she would have, but I didn't want to scare her off." Carolyn looked at the two of them, rubbing their cocks through their jeans as she told them about Annie. "You two look like you could use some relief yourselves."

Jeff reached out and pulled Carolyn to him and began frantically kissing her. She could feel David's hands behind her, unzipping her shorts and pulling them and her panties off her legs. She stepped out of both of them just as Jeff finished unbuttoning her blouse. "Well I guess you two are just a couple of horny teens. Come on guys, get up on the bed." Both boys stripped off their clothes almost as fast she could get out of her bra. Jeff lay face up, his head on her pillows and Carolyn got onto her hands and knees between his legs and sucked his cock into her mouth and as she deep throated him she could feel David's cock entering her pussy. She was having a hard time keeping Jeff's cock in her mouth with David pounding her pussy so hard.

"Come on mom, push back. Fuck my cock."

She did push harder against his cock and as he buried himself deeper in her he started slapping her butt, first one cheek then the other. She had Jeff's shaft between her fingers and was jacking him off while she sucked and licked on his cock head then she felt the first shot of cum from his cock. Then there were three more hard shots of hot cum spurting deep into her throat.

"Oh God Damn Carolyn, suck harder. Shit I'm cummmiiinnnggggg."

That scream of satisfaction was all David needed to go over the edge as his cock suddenly erupted in her pussy and shot after shot of his hot cum went deep into her waiting cunt.

"Ohhhhhhh Fuck. Fuck, fuck, fuck! Shit mom, this is one tight pussy!"

Then Carolyn came too. "Oh fuck David, I'm coming, I'm coming tooooooo."

They all rolled onto their backs and rested, then they began a discussion of how they were going to seduce Annie. "Let's bring her around slowly," Carolyn said. "Now here is what I see as the next step of the plan..."

Carolyn spent the remainder of the week working with Annie on continuing to improve her self-image. She told her that she needed to take some time that week and go to the mall and find some clothes that 'she' wanted to buy, just for herself then come and let Carolyn see how well she had done. Carolyn also instructed David and Jeff working on her, complimenting her whenever the occasion was appropriate. That Friday afternoon Annie had stopped by to show Carolyn the new skirt and blouse she had just bought. She was wearing a mid-thigh black skirt and the blouse was a white opaque material that was sleeveless and with her new Victoria Secret bra looked spectacular on her. They were drinking a cup of coffee when David and Jeff came home from school.

"Wow mom! That's a great outfit. Where did you get that?"

"Well honey, I bought it this morning at Macy's. So you like it then?"

"You bet I do mom. Since you've changed your wardrobe you really look good. Even David thinks you're hot, don't you David?"

David turned a light shade of red as Jeff put him on the spot. "Well, yes. Actually Mrs. Daniel's, you do look great... I mean you used to wear those old sweats and t-shirts but now with the all new clothes you do look super."

It was Annie's turn to blush. "Why thank you David, that's a very nice compliment."

The two boys went off to change into their Speedo's as had been pre-arranged and when they came back into the kitchen Jeff gave his mother a peck on the cheek and both boys went over to Jeff's house to swim.

"God would you look at those two." Carolyn said as she watched the boy's butts as they walked out the back door. "Tell me Annie, do you ever think about Jeff or David when you masturbate?"

"Carolyn! God, what are you saying? I mean that's not normal to be thinking about your own son while you're getting off."

"Well maybe not but... Annie do you know what the boy's do after they've finished swimming and there is no one at your house?"

"No, what?"

"They lie in the sun and jack off, that's what they do. Let me tell you what happened to me last week then you'll understand what I'm telling you. It was last Thursday and I was up in my bedroom using the vibrator when David came home unexpectedly. I didn't hear him come in and he caught me playing with myself. Oh he didn't know that I saw him, I mean he was hiding around the corner where he didn't think I could see him but I saw him in the reflection of my dresser mirror, the same one he was using to watch me. After that he left to go over to your house and swim and when he and Jeff got out of the pool I could see David telling Jeff what he saw and pointing up towards my bedroom window and then they both took off their trunks and jacked off together."

"Jesus Carolyn, you're joking. Tell me you're joking?"

"No, I'm not joking and I would bet money that when they do it they are thinking about fucking me. Christ Annie, you know how hormonal teenage boys are, that's all they think about is pussy."

"Oh bullshit Carolyn, my Jeff wouldn't do that, I mean not in my back yard where he might get caught."

"OK, I see your point. I'll tell you what, why don't we go upstairs and see what the boy's are doing right now, then we'll know if I'm right or not." Carolyn already knew what the boy's were doing because the three of them had agreed on the script for that afternoon. They had decided that if they were ever going to get Jeff's mom involved in their threesome Annie had to make the decision on her own, but they could push he a little bit and that's exactly what they intended to do.

Carolyn and Annie went upstairs and crept over to the window in Carolyn's bedroom. "Be careful Annie, I don't want them to see us."

"I will, don't worry."

When they peeked out into the Daniel's back yard the boy's were just emerging from the pool and spreading out their towels. Jeff was the first to remove his suit then David followed. They lay down on their backs, facing Carolyn's house, and began stroking their cocks, which were quickly as hard as rocks. Both Carolyn and Annie could see that they were talking to each other as they jacked off but of course they couldn't hear the conversation.

"I still think they are talking about me." Carolyn said.

Annie was breathing hard watching her son and David stroke their cocks. "My God Carolyn, look at how our boy's have grown."

"I know, believe me I know. Are you still going to tell me that you wouldn't want one of those young cocks filling your pussy? I mean for Christ's sakes Annie, you aren't getting any from Jack and have been relegated to using a vibrator, are you sure you wouldn't want a nice young hard cock?"

Well... I... don't know, really, but... now don't get mad at me Carolyn... but I think I could take David to bed, but not my son, that's way too much to even contemplate."

Well, well, well. She had tossed the line in the water and Annie had taken the bait, now to put her plan in effect. "Tell you what Annie, isn't your daughter going to volleyball camp in a couple of weeks?"

"Yea, why?"

"Well maybe we could take the boy's up to the lake for the weekend and see what happens. With your daughter out of town that only leaves Jack and Matt at home fend for themselves. What do you think about a plan like that?"

"God Carolyn, I'm just not sure, to be honest I'm scared of what might actually happen."

"I know what you mean and I'm a bit scared too. But what the hell, if nothing happens that's all right too. Let's just give it a try."

They both peeked back out the bedroom window and just in time to see David and Jeff shooting hot cum on to their chests. "God in heaven," Carolyn mused, "would you look at that! I'd give a hundred dollars just to lick that cum off of their chests."

Carolyn got together with her son that evening and with Jeff the next afternoon and told them that their plan was working and that Annie would accompany them up to the lake the following weekend. Then all three sat down and discussed ideas of how they would seduce Annie without scaring her.

"Look you two," Carolyn said, "I think that see will be just fine as long as we go slow. And I mean that! When we get up there on Friday night I don't want either of you to make a move on her. Let me loosen her up for Saturday. I think that we can have a picnic lunch, with some wine, and maybe do some back rubs with sunscreen or something, and then head back to the cabin and seduce her there. Any questions guys?"

There were none.

"OK fine. Now until we'll leave on Friday afternoon and I want you two to compliment her every chance you get. Don't make it too obvious or overt, but just be natural as possible. You know like, Gee mom you really look nice today or Wow Mrs. Daniel's, I think those new clothes really make you look good. Stuff like that, OK?"

Both boys nodded their heads.

The remainder of that week was dedicated to making sure the Annie felt as if she were Queen for a Day. On Thursday morning Annie was sipping coffee with Carolyn when the subject of the next day's trip came up.

"God Carolyn, I can hardly wait for tomorrow, yet I'm scared to death. What if David isn't interested in an old woman like me?"

"He is Annie, believe me he is. I talked to him a little, without revealing anything too personal, and I think he is more ready than you might imagine. I would bet that he will jump at the chance to make love to you, so don't worry honey, everything is going to be just fine."

"Oh I hope so, I really do. Ever since we watched David and Jeff in the backyard I have been dreaming about David and me and... well... I guess it's a bit embarrassing but I'm so horny I have been leaking every time I see him."

Friday afternoon finally arrived and Jeff and David jumped into the back of the Carolyn's Ford Explorer with Annie in the passenger seat and Carolyn driving. It took just under three hours to reach the cabin and for the most of the trip the boys talked about school and girls while the women gossiped about the neighbors. When they finally arrived, Carolyn and Annie laid claim to the large master bedroom with the King sized bed while the boys had to share the spare bedroom with the fold out couch and one queen bed. They all helped unpack the car, got settled in, ate dinner and then went to bed around ten.

As David and Jeff undressed and got ready for bed David asked, "What do you think Annie and my mom are doing?"

"I don't know, you want to sneak out in the hall and take a peek?"

"Sure, why not?"

The two boys, wearing only their Jockey shorts, crept out of their bedroom and down the hallway to their mother's room. The door was ajar about three inches and with the light from the bedroom contrasting with the darkness of the hallway the boy's had a perfect view of the bed without a chance of being seen by the women.

As Jeff and David looked through the door Annie, her back to the door and wearing only her panties, was talking to Carolyn who was just out of sight of their vision.

"God damn Carolyn I am so wet just being near your son that it's killing me."

"I know what you mean honey, just the sight of Jeff is giving me thoughts of using my new dildo tonight. Do you want to share?"

"Jesus Carolyn, I don't want the boy's to hear us."

"I know but I'll bet they are sound asleep right now. You want me to go check?"

"No you're probably right. So what is this about a new dildo? What did you buy this time?"

"Well, basically it's a strap-on, do you know what that is?"

"No, I've never heard of one. What is the difference from the vibrator that you gave me?"

"This one fits around the waist and legs of one woman and has an attached cock. Part of the cock fits into the woman wearing it so it rubs on her clit giving her an orgasm and the other end is for... well fucking her partner."

"You're shitting me. Let me see it."

Carolyn took off her panties and opened her suitcase and took out the strap-on and stepped into the leg straps then adjusted the straps around her legs then the strap around her waist, then she pulled out the dildo and snapped it into place.

"Oh Christ Carolyn," Annie giggled, "You've got a cock."

"Yes I do and you're gonna suck it for me, now get over here and on your knees."

Jeff and David watch in amazement as Annie walked over to Carolyn and got down on her knees and took the head of the rubber cock into her mouth and started giving it a blow job. "Christ David," Jeff whispered, "will you look at that. My mom is giving your mom a blow job."

"That's a good little cock sucker Annie. Get it nice and wet and then I'm gonna fuck your lights out."

Annie removed her mouth from the fake cock and looked up at Carolyn. "Now! I want that in me now. I'm so wet thinking about David that I need to get fucked right now."

"OK baby, get up on the bed and on your hands and knees."

Annie took off her panties and did as Carolyn asked and when she felt the tip of the dildo enter her pussy she laid her head in her arms and relaxed as Carolyn fucked her to an orgasm. "Oh my God Carolyn, I'mmmm cummmiiinnngggggg."