Maing Memories

"Have you any plans for Valentine's?" Julia Zhu asked her girlfriend's son as she ladled pancakes onto his plate.

*

"No, me and Sadie broke up," Terry Baxter replied, quickly filling his mouth with pancake so he didn't have to elaborate. It was a sore point, and he was a bit surprised his Mom hadn't mentioned it to Julia when she'd come over the night before so she didn't accidentally raise it. It wasn't like he'd been in love with Sadie or anything and he'd broken up with before, but she was the only girl in senior year who was willing to do anal and her ass was so fuckable he'd been be looking forward to ramming it again once they'd come back from their dinner date -- he'd have to remember to cancel the reservation.

"That's a shame, you seemed such a nice couple," replied Julia.

She seemed to be expecting a response, waiting until Terry had finished chewing expectantly. She'd been dating his Mom about three months, outwardly seeming like a demure, petite Chinese in her late twenties, almost stereotypically shy and quiet -- at least on the outside. He was tempted to go for another bite of pancake, but Julia was looking at him and waiting, so he said, "What about you and Mom, any plans?"

"We're just going to have a quiet night in," she answered. That was unlikely to be true, he'd heard Julia at night being fucked by his Mom and despite her reserved exterior, she was a screamer who wasn't exactly restrained about describing what she was wanting, and getting, from her girlfriend. Not that he was that interested, he and his Mom hadn't any secrets and if she wanted to ram her girlfriend's butt with a strap-on, he couldn't exactly blame her, if he was a lesbian he'd have happily done the same. He gave a nod and quickly wolfed in another bite, hoping that she wasn't trying to bond with him over breakfast, as he wasn't at his most charming until at least after nine and a couple of cups of coffee.

"Do you want some more pancakes?" Julia asked. This was the type of conversation that Terry liked, and it had to be said whilst Julia was lacking in the tits department, being almost as flat as the pancakes, she could certainly make them, which made up for a lot. He gave her a thumbs up and she scooped another one onto his plate.

He was saved from further breakfast conversation by the entry of his Mom into the kitchen. She bent down to kiss Julia as the twentysomething stood on her tiptoes to meet her older girlfriend's lips. At just over six feet Petra Hamilton could have almost been a professional athlete, at college she'd swum and played volleyball and had even tried out for a woman's professional soccer team, and whilst she'd not been successful in that she still kept herself in trim. She broke the kiss with her girlfriend and squeezed her ass as the younger woman turned back to the stove, making Julia squeak and giggle. "Morning," she said to her son, taking a seat at the table.

"Morning," her replied and then because Julia had already made him speak that morning he added, "The pancakes are good."

"Do you want some Petra?" asked Julia, not waiting for an answer before she was placing them on her girlfriend's plate.

The two Baxters ate as Julia bustled around, cleaning up the mess and putting away dishes that were no longer needed. She wiped her hands on her apron and then took it off, "I'm going to take a shower and put on my make-up," she said, bending down to kiss her girlfriend's forehead again, "He's free on Valentine's."

His Mom took another bite of the pancake and a sip of orange, "I told her you and Sadie had split up," she explained.

"It's not a secret," he replied, wondering if his Mom was about to offer up a homily about him being too good for her or something. He hoped not, he was pretty sure his Mom knew it was just about sex with his ex, but she'd obviously being talking about it with her squeeze and perhaps she did think he was smitten. He wasn't sure why she would though, they were open about sex and he'd made clear that the blonde cheerleader liked it in her ass, which was the main reason for his attraction to her.

Luckily she wasn't as she sipped her juice and said, "I'm going to miss you when you go to college."

"It's a few months," he said cheerfully, "I'm not going yet." Though even as he said the words he felt a rush of sorrow; his Dad had left when he was in kindergarten and apart from a semi-regular Christmas and Birthday card from him, it had just been him, his Mom and whichever hottie she'd been seeing at the time (and his Mom had seen some choice cuties, he had to admit, more than one straight girl had fallen for her charms, as well as plenty of good-looking lesbians).

"We should make them count," Petra said.

"Sure, yeah," Terry agreed, wondering what she had planned or indeed if she had nothing at all and was just thinking out loud. He certainly wouldn't mind spending time with his Mom, he wasn't exactly a Mommy's boy, he was too sporty, popular and confident to be tied to her apron, but he was certainly much closer to his single-Mom than his classmates were to their happily married ones.

"You enjoyed that threesome you had?" his Mom asked, she was certainly jumping about the subjects this morning, dredging up a conversation they'd had earlier in the senior year when he and buddy had tagged team a nerd from Math Club, who turned out to not be nearly as geeky as expected. "You'd have another one?"

"I did," he grinned as he remembered. Most guys would have embarrassed to mention it to their Mom (he was sure his buddy had kept it secret, as had the girl) he had told her over dinner whilst they were talking about his day; he was as proud of being that close to his Mom as he was of fucking the Math Club geek's cunt as his friend was being sucked off, probably prouder; how many other guys would be able to talk to their Mom about their sexploits and in turn be told about hers, and get hints on how to do even more. "I definitely do it again."

"I was talking to Julia about in bed last night; she's never had a threesome," my Mom said with a small smile. He knew his Mom had had several with various girlfriends and/or casual hook-ups; it was one of the reasons she'd encouraged him to try it himself, which was one of the many things he owed her. "She'd wants to try one. She's much more kinky than she looks."

That didn't surprise Terry, he didn't think his Mom was a woman who'd settle with someone who's sexual tastes were vanilla; too boring for more than a couple of weeks -- and anyway his Mom had previously mentioned some of the things they'd done, and if threesomes weren't among them, it probably wasn't because Julia was the unadventurous type. He waited for his Mom to continue, "So we're thinking about a threesome for Valentine's, much better than some flowers and wine."

"Yep, cheaper as well," grinned Terry, "You want me out of the way? Got anyone in mind for the third person?"

"I have," his Mom smiled, "You know Julia's bisexual?"

"Yeah, I think you mentioned she'd got ex-boyfriends," replied Terry, "You thinking of a guy?"

"I am," his Mom's beam got wider, as if there was a joke she wasn't yet letting him into.

Terry frowned briefly, as he thought; as far as he was aware (and he was certain his Mom would have told him if different) she hadn't fucked a guy since her marriage had ended, and didn't miss them either. "Who?"

"You," his Mom grinned. Before he could reply, she held up a hand to pause any objections, "I'm not asking for you to fuck me, because that would be weird." Terry nodded his agreement, his frown not dissipating, even if now it was for a different reason. His Mom carried on, "I'd be fucking Julia at the same time as you are, it would be like you and your buddy with that girl in your class."

"With some important differences," Terry replied.

"Didn't you say you enjoyed it and would do it again," his Mom said.

"I was thinking with another guy or at least someone who isn't my Mom," Terry said.

"Why?" his Mom grinned, "It'd be a great bonding experience, something we do together before you go away."

Terry leaned back, his frown slowly vanishing as he thought. It wasn't like he hadn't seen her naked before and she him, whilst they didn't go around in the nude, neither, with the two of them, did they lock the bathroom door or be shy when coming into the other's bedroom whilst changing. And she was right, he and his buddy were still talking about their spit-roast, and he was sure if they were meeting for a beer as retirees they'd still be reminding each other of that time; plus, Julia was fuckably hot. Sure, it was weird, but he wouldn't actually be fucking his Mom, so it wasn't incest (at least technically) and it wasn't like any of the three of them would be talking about it to anyone he knew.

"Okay, I'm in," he said to his Mom, "Let's do something we can remember for years to come."

"Good," she said, "Don't worry about buying flowers, I was going to get her some roses as well."

*

14th February came. Terry had a wrestling match after classes, so he wasn't back until after his Mom and Julia. All day he'd felt a mixture of trepidation and excitement, both for exactly the same reason -- fucking Julia with his Mom. They were close, much closer than most sons and Moms, but even so this was a new level and once they'd done it they could never go back, the moment they entered the bedroom and started to get undressed they were on a railway, come what may. That was scary, it was also exhilarating.

"I'm home," he called as he opened the back door and entered the kitchen.

On the counter was a vase with some red roses, together with a half-finished bottle of red wine with two empty glasses on the table. Terry got himself a clean one and uncorked it, pouring himself a generous helping.

"Dutch courage?" Petra stood in door way, wearing jeans and T-shirt.

"Just the one," he replied.

His Mom entered the kitchen, "Are you okay with this? We don't have to, I can tell Julia I've a headache."

He shook his head, suddenly as nervous the threesome was going to not happen as that it was about to, "No, no, I'm wanting to do it. I just... you know it's a big step, to do this with your Mom, fuck her girlfriend, I mean we're close... I just need one to steady myself."

She smiled, seeming much more relaxed about it, "You sure?" As he nodded again, she added, "You'll be fine when we do it."

"When are we doing it?" he asked, he knew it was today but he hadn't spoken to his Mom about any of the details.

"What about I order us pizza for the three of us and then after it we get changed and we both fuck Julia?"

"Sounds fine," Terry said and drained the glass.

The pizza helped reduce his nerves or at least the second glass of wine he had with it did. His Mom carried the conversation as Julia seemed almost as anxious as he was, glancing up from her meal, smiling nervously, and then putting her head down to eat. However, she too began to relax as she sipped her wine and by the time they'd finished and sat around to let the food go down, they were talking as if it was a normal meal instead of just before a family fuckfest.

"Are we ready?" Petra finally said.

The other two nodded, suddenly looking less confident than they had a moment ago, but still committed. Petra stood up, taking control, "Julia, why don't you go to my room and get changed into your things. I'll get changed in your room Terry, if you could start the washing up?"

The other two nodded and Terry began to do the dishes and give the counter and table a quick rub-down as his Mom and Julia left. A few moments later, his Mom reappeared in the kitchen, "I thought you were getting changed?" he said as his Mom picked up the tea towel to begin drying the plates.

"I'll help you with clearing the kitchen first," she said, trying to put an air of normality into things, as when it was just the two of them, they usually did it together.

It wasn't, however, a normal evening. "Um, wouldn't it be best if you got changed first and then me?" he asked.

She grinned, "You're not going shy are you? You've seen me nude before."

"Er, yes, er no, I'm not going shy, I've seen you naked before, yes," he blushed as his words became garbled, he wasn't normally this tongue-tied before sex, normally he was coolness personified.

His Mom just smiled sweetly, "Look don't worry, I know it's nerve wracking, but as you said a few days ago, it'll make some Mom-son memories."

"Yeah, last minute nerves, like before you go on to the pitch for a big game," he said, with a wan smile.

She grinned, "Well think of us changing together as limbering up, it's not like when we get onto the pitch we can be shy, you're going to see all of me and me of you."

"Yep, once we're playing I'll perform."

"I'm sure you will," Petra said, "Shall we go upstairs now?"

He nodded and followed her to his room. As soon as they were in she pulled off her T-shirt and unbuttoned her bra, not even bothering to turn her back, so he could see her bosoms burst free. If she hadn't been his Mom he'd have admired them and called them shapely, especially for a woman the wrong side of forty. Instead he blushed a little, before forcing down his embarrassment. He'd felt equally nervous the first time he'd done it as well, him and his buddy having to turn their backs as they undressed so that neither saw the other until the girl asked them to come and fuck her. His Mom was much more confident, so despite wanting to turn away he kept his nerve and stood in front of her as he too undressed. She kicked off her pumps and socks, then her jeans and panties, standing naked in front of him. Forcing himself not to avert his gaze he looked at her naked body, the pussy shaved apart from a tiny landing strip, the firm stomach, the round breasts, the tiny tattoo on her shoulder she'd got at college and still hadn't told her parents. He could see why she was able to still pull hot twentysomething chicks like Julia, despite having more than a dozen years on her.

She turned from him, but it was only to open a small sports bag she'd placed on his bed. From it she pulled a pair of sexy stockings which she slid into and then reached in again to pull out a strap-on. Terry pulled down his boxers as he watched his Mom fiddling with the leather straps before she hung them from her wrist, leaving the dildo swinging like a pendulum; at near ten inches it matched the size of his own member. He couldn't help but go hard as he imagined his Mom plunging that into Julia's cute little ass, even harder as he imagined her warm lips around his cock at the same time. His Mom grinned as she saw his reaction, "You're getting into the mood now."

"Yeah, I'm sorry about the nerves."

"Why? It's natural, we'll enjoy it and remember it I'm sure, but it's perfectly understandable to be nervous fucking another woman with your Mom," she replied understandingly.

"I'm okay now," Terry said. He did feel more relaxed about it, just like he did when he got out of the dugout and walked towards the pitch, it was too late to worry.

His Mom smiled, "Let's go and double fuck Julia then."

She opened the door and walked down the landing to her bedroom, her son following close behind. Knocking the door, she called through, "Are you ready?"

"Come in," tittered Julia and Petra opened the door. Terry went in after her, his nervousness getting even more squashed by lust as he saw the Chinese woman waiting for them.

Julia was reclining on the bed, her lips painted seductively red and with more blusher and eyeliner than she'd had at dinner. What made her stand out, though, and which made Terry almost salivate was that she was wearing a see-through net vest, which didn't conceal her small, but perfectly formed titties nor the tattoo of a rose which adorned her side, and a very short leather skirt, which in the position she was lying in, had gone up her thigh to show she wasn't wearing any panties. The teenager stepped forward, standing beside his Mom next to the bed, wondering what to do now, should he make the first move or wait for his Mom?

Luckily before he had time to over-think Julia uncoiled herself and stood up, "Hello sexy," she drawled and his Mom stepped back as she stepped forward, leaving no doubt that she was heading towards the male Baxter, "I've been looking forward to this for a long time."

"Me too," said Terry with a quick glimpse at his Mom to make sure she was happy with his response and didn't think he was being to over-friendly with her girlfriend. His Mom seemed to be, as she was grinning as she watched Julia get closer.

The petite twentysomething stopped in front of Terry and lifted herself on tiptoes to kiss him. He quickly reciprocated, his head lowering to press at her mouth. She opened her lips, slipping them around his sexily. He could feel her tits against his chest, the net top hardly an encumbrance, as her stiff nipples stuck through the holes and pressed against his firm abdomen. Her tongue darted out suddenly, pushing into his mouth and he counter-attacked with his own, wrapping it round and around hers like he was trying to tie it a knot. Automatically his hands were on her ass squeezing it and pulling at her cheeks under the skirt, playing with them as if they were a child's soft-dough.

If Terry hadn't forgotten his Mom, she wasn't the first thing on his mind, so he was slightly surprised when Julia suddenly pulled her head back and turned to the side, albeit with her body still pressing at Terry. "Give me some sugar, sexy," she grinned at Petra, who immediately closed in, so close that she was almost touching Terry.

Still he wasn't complaining as he watched the two of them kiss. It wasn't the first time he'd seen his Mom in a passionate clinch with Julia or a previous lover without really feeling anything and like many red-blooded seniors he had nothing against watching lesbians making out in porn movies and had more than once beat his meat to a girl on girl porno, whilst his real life lesbian Mom was enacting it down the hall with a girlfriend. However, this was much more intense than anything he'd seen before, he was getting turned on by watching his Mom with a woman, it was even sexier than the hottest of porn movies.

His Mom threw the strap-on onto the bed and gave her hands' full attention to squeezing at her girlfriend's tits through the vest, squashing the pert pair between her fingers. She pulled back her mouth, grinning and immediately Julia turned back to Terry, her mouth advancing on his. He opened his lips and met her half-way, his tongue wrestling with her. He couldn't taste his Mom's saliva, it was as tasteless as his own and Julia, but it was still strange to think that as his tongue swept round the twentysomething's mouth, that he wasn't just picking up her spit, but his Mom as well. He pressed forward, feeling his Mom's hands on Julia's chest and her own breasts rubbing at his arm as he reached down to squeeze the Chinese woman's sexy behind. Julia broke her kiss again, and turned back to Petra, the two of them making out passionately as Terry squashed against them.

"Mmnnn, nice," his Mom grinned as she moved her head back, "Let's get this off," she dropped to her knees and began to tug at her girlfriend's skirt, before looking up at Terry, "Help Julia off with her top would you?"

The younger woman lifted her hands, giggling, to allow Terry to pull her top off. Her skirt was already at her ankles and she stepped back from it, pushing it across the carpet with her feet. She glanced from Petra to Terry and back again, grinning all the time, as the two Baxters looked at her lustfully. After a few seconds Julia dropped to her knees between them.

She pushed apart Petra's thighs and moved her head towards the Milf's pussy. Terry watched in amazement as her saw her open her mouth and flick her tongue out to start to lick around his Mom's cunt lips as he watched. He slid his own hand over his cock, gently stroking it, but careful not to go to fast and waste himself. His Mom grinned at him, "Julia's got a very talented mouth, you'll find out in a moment."