It had been about two weeks since Heather's mom, Martha, had returned from her trip to visit the family. Heather had told her all about her boyfriend Tony, and how he had broken up with her–how he had decided that he wanted another girl who was hotter and sexier. 

"Oh, honey, I wish I could have been here to help you!" Martha said when she learned of all that had transpired.

"That's okay Mom, there's nothing you could have done to change things. And Dad was really great in helping me get over him," Heather said.

"Oh really?" Martha said, curious. "How so?"

"Well, he and I had a long talk and he helped me to see that it was his fault... that he was being shallow and that often when you are like that it comes around to bite you in the butt because the one you chose will do the same thing to you. One of these days Paula may decide that she wants someone hotter than Tony and do what he did to me!" she said.

"That's true... shallow people do tend to find other shallow people. And you deserve better than the likes of Tony anyway. You may not be built like some of the girls in your school but you have a lot more than a big chest and a tight ass to offer a guy!" Martha said.

"Yeah, that's what Dad told me too!" Heather said.

"So it's 'Dad' now, huh? When I left you were still calling him Alan," Martha said.

"Well, like I said, we talked and he was really great about helping me. I guess we bonded or something!" Heather said. She hadn't yet told her mother what really transpired while she was gone. But she was about to.

"Well honey, I'd better get dinner started. Your 'Dad' will be home from work soon and I have a lot to do," Martha said, patting Heather on the leg.

"Wait a minute Mom, I wanted to talk to you," Heather said.

Martha sat back down. "Sure baby, what's up?" she asked.

"Well, this is kinda hard to talk about. But I was wondering... how do you... I mean, how can I... um..."

"What is it, sweetheart? You know you can talk to me about anything. We are girlfriends and you can tell your girlfriend anything," she said smiling. She turned to face Heather squarely to show her she had her full attention.

Heather took a deep breath. "Okay, how do you... please a guy? I mean... like sexually?" she asked looking down as soon as she said it.

"Do you have a new boyfriend, honey? Is that what this is about?" she asked.

"Yeah, sort of I guess. And I want to make him happy. I don't want him to think I'm ugly and that I'm not sexy like Tony does. I wish I had your body Mom... you are beautiful and I can see why Dad loves you, you are smoking hot. But I'm..." she said, plucking at her top to emphasize her small breasts.

"Baby, there's a lot more to sex than just a big chest. This is just window dressing, darling. It's just the lure that we use to catch our guys. It's what's up here that keeps them," she said, pointing to her head.

"What do you mean?" Heather asked.

"Being sexy is as much a mental thing as it is a physical thing. To be sexy, you must think you are sexy. The prettiest woman in the world isn't going to be attractive if she believes she is ugly or if she is a bitch!" Martha said. "And the ugliest woman can find a man if she believes she is lovable."

"Yeah but Mom, you got to get them to look in the window first! I mean you don't know if the goodies are done in the bakery if you don't peek through the window!" Heather said.

Martha laughed, "Yeah I guess you're right about that. But I wouldn't worry about your body sweetheart... I was a late bloomer too and I found your Dad!" she said.

"How did you do it? I mean I know how you met and all that but how did you..." she started.

"Are you asking how Alan and I have sex, honey?" Martha asked.

"Yeah. I want to know how to make a guy happy in bed. I know how to do it, but how do you do it to make them happy?" she asked.

"I'm not like Paula Reynold's–'Put Out Paula' we call her. I haven't slept with every guy that crosses my path like she does. I just want to know how to make a guy like me and want to have sex with me." 

Martha looked at her daughter's face. She could see the sincerity in her eyes... and the need too. The need to learn what she could in order to make her guy happy. Little did her mother know who this "guy" was!

"Come with me honey, Let's go into my bedroom," she said. Mother and daughter then went into her bedroom to discuss boys and what they like.

Once in the bedroom with the door shut, both girls climbed up on the bed to talk. "Okay sweetheart, what is it that you want to know?" Martha asked.

"Well for starters, how do you deepthroat?" Heather asked.

"Wow... starting right off with the hard questions aren't you!" Martha giggled. "Okay open up that drawer over there and get out my emergency boyfriend," she said. Heather opened the drawer and found the vibrator her mother referred to. 

"You mean this?" she asked holding it up.

"That's right. Meet Dick, my emergency boyfriend! I use him when your dad isn't around and I just got an itch that needs scratching! But for today he will help demonstrate deepthroating," Martha said.

Martha took the nine-inch long, two and a half inch diameter vibrator and proceeded to show Heather how to take the cock deep into her throat. She taught her daughter how to breathe and then swallow to open her throat up and then get the tip past her gag reflex. Heather tried it, gagging at first but with her mother close at hand, she learned how to do it and what it felt like to have a cock in her throat.

"There you go, honey! That's how it's done!" Martha said when Heather had done it successfully. "Now with practice, you will get better at it and it will get easier. You will learn how to control your breathing and keep it down your throat longer."

"Now there's one more part to this that I will show you. Some guys like a sloppy, messy deepthroating... they like it when the saliva comes up and you drool and slobber like a St. Bernard! So here's what that is like" she said. 

Then she demonstrated how to bring up the saliva and what a drooling mess it would make. "I know it looks gross, but some men like to see you slobbering all over their cocks!"

"Does Dad like that?" Heather asked.

"Yeah. Yeah, he does. I don't do it too often, because I don't want him to get too used to it. I save it for special occasions so it stays special for him," she said.

"What else does Dad like?" Heather asked.

"Well, let's see... he likes to talk dirty, which I love too! God, when he talks dirty to me, calling me names and telling me what a whore I am and how he's going to fuck my dirty cunt... I go crazy!" Martha said, the excitement in her voice obvious even to Heather.

"Sorry, I got a little carried away there! Your Dad also likes to take me from behind, either in my ass or in my pussy. And he really likes it when I tit-fuck him!" she said. "Of course I like that too because I can lick and suck him at the same time!"

"Yeah... I can't do that," Heather said sadly. She looked down and her pitifully small tits and sighed.

"Take your top off baby," Martha said. Heather pulled her top off over her head.

"Your tits are not so bad. Look, they are starting to fill out. What are you now a B cup?" she asked.

"Yeah my bras are 32B now," Heather said.

"Well, you should start filling out soon honey, and then look out! You will have guys all over you! I remember when I was your age and I started to bust out... I had to beat them off with a stick!" Martha said with a smile.

"I hope so Mom... I will be having proms next year and I would like to have someone to take me to them!" Heather said.

"I'm sure you will, hon. So now that we are talking about dating and boys... who is this new mystery boyfriend? Someone you met at school?" she asked.

"No, not at school," she said.

"Well, who then? Do I know him?" Martha pushed.

"It's complicated. Yeah, you know him. I'd rather not talk about that right now," Heather said, obviously uncomfortable about the subject.

"All right I won't push it anymore. Just remember that you are I can talk anytime you want about anything you want. I don't want there to be anything you can't talk to me about okay? We're girlfriends too," Martha said.

"Okay, Mom. Thanks," Heather said, relieved.

[img]https://images.lushstories.com/5137371c55e28a24f0ce6bc1/three-astericks.jpg[/img]

The next day, Heather came into the kitchen where Martha was just finishing cleaning up. "Mom, can I borrow Dick? I want to practice some more on deepthroating," she asked.

"Sure you know where he is. Tell you what though, give me a minute and I will be done here, then I can help you if you need it," Martha said.

"Okay," Heather agreed. After she was done cleaning the kitchen Martha and Heather went into the bedroom. 

"Mom, can you show me how you play with Dick? I mean now that I don't have a boyfriend, I may have to find me a Dick too," Heather said.

"Oh? What about this mystery guy?" Martha asked.

"Well, I don't know if that's going to work out. Like I said yesterday, it's complicated," Heather sighed.

"Oh honey, I'm so sorry. Well, if we are going to do this we need to get undressed then," Martha said. The two girls proceeded to get undressed.

"Wow, Mom! I knew you had a hot body but damn!" Heather said as her mother undressed. I wish I had half the body you do!"

"You do sweetheart. Your boobs might be smaller but I'll bet they still feel really good when they are played with. I know mine do," Martha said.

"Sometimes at night when I just can't stand it anymore, I..." Heather started to say.

"I know sweetheart, I know. Wanna know a secret? I still do sometimes. You know when your Dad comes home too tired for sex and I've been thinking about it all day. A girl has to take care of herself sometimes, even if you are happily married!" Martha said.

"Yeah..." Heather said wistfully.

"You know, all this talk lately about sex and boys had gotten me a little horny. What would you say to a mutual masturbation game? You do you and I'll do me and the first one to cum wins!" Martha said.

The two girls giggled as they got into position, each one laying on their backs with legs thrown open and pussies at the ready. With only one vibrator between them, they decided it wouldn't be fair to use it in the contest, so they decided that the winner could use it on the loser instead.

"Okay, ready? Go!" Martha said and the two girls went at it, both fingering themselves vigorously as they tried to reach orgasm first. It didn't take long for the girls moans to fill the room as each girl plunged their fingers into their respective pussies frantically rubbing their slippery juices over their clits and doing everything they could to reach a rapid but satisfying orgasm.

Martha watched as her daughter's hand flew, her fingers churning in her pussy, and her legs trembling as she tried to win the contest. Martha smiled to herself and slowed her actions a little letting Heather get ahead. She wanted Heather to win since she had been so depressed and down about Tony dumping her.

It didn't take long for that to happen either. Heather, too, was horny already from all the talk and playing with Dick. Before too long, Heather's moans indicated she was close.

"Oh, Mom! Oh, I'm cumming! I'm cumming! Ohhh, Goddd!" Heather cried out as she exploded in her orgasm. Martha smiled as she watched her daughter writhe and twist on the bed, the orgasm wringing her out like a damp mop. 

Finally, after several moments, she lay still on the bed. Martha let her recover a bit until Heather sat up a bit. "Wow! That was great! But you didn't come, did you? That means I won!" 

"Yes, you did honey," Martha said. Martha reached for Dick and began rubbing the tip up and down her daughter's leaking pussy lips.

"Ohhh, Mom..." Heather moaned laying back down on the bed. She spread her legs again and let her mother take over pleasuring her. Heather was enjoying the way the tip felt as her mom rubbed it up and down her slit. But then Martha ran the tip up to her clit and turned the vibrator on.

"Ohhhfuuucckk!" Heather cried out, arching her back and clutching the sides of the bed as the vibrations rocked her world. Martha knew what she was going through. Dick was just as good a lover to her as well. She ran the buzzing head around her daughter's pink dripping hole, rubbing the head around the entrance to her tunnel, over her throbbing clit and then plunging it suddenly and wordlessly into her steamy depths.

"Moommmiieee!" Heather screeched again. Martha smiled and immediately began plunging the buzzing demon in and out of her pussy as Heather became unhinged. She thrashed around on the bed in utter chaos, unable to decide whether the flail her arms or her legs. She threw her head to and fro trying to shake things into some order, but nothing she did seemed to help any. 

Finally, Heather succumbed and surrendered herself to the building and inevitable orgasm. With another great cry, her pussy flowed with fresh juices leaking out around the tormenting vibrator and running down the crack of her ass to stain the sheet below her.

Heather's legs shook violently as the orgasm raced through her and her face was a mask of lust. After several long, torturous moments, Heather's orgasm ended and she lay on the bed panting and covered in sweat.

"Mmmm, fresh juicy pussy!" Martha said and she moved her face between her daughters trembling legs to lap up the nectar Heather was giving up. Martha buried her face in her daughter's sweet drooling pussy and feasted on the syrupy goodness as Heather lay moaning, too exhausted to put up any resistance.

"Mom!" Heather gasped and then began moaning and cooing and mewling as she felt the tongue caressing her lips and clit. Heather managed somehow to put a hand on the back of her mother's head and push her face deeper into her crotch, giving her the go-ahead to continue.

When Martha had drunk her fill of the delicious juices offered up, she lay down next to her still euphoric daughter, cradling her in her arms. The two kissed, not as mother and daughter, but as lover's–deep and passionately, their tongues dancing with one another as they licked and sucked each other's mouths.

They lay together kissing and cuddling as they recovered from their lovemaking for about a half-hour. "Well honey, as much as I would love to lay here with you forever, I have to get dinner going and get cleaned up, your Dad will be home soon and I need to be ready for him. With any luck, I will get my 'dick' tonight!" Martha said giggling.

She got up and went in to take a quick shower and clean up from the sweaty fun. Heather also went into the other bathroom to clean up as well and the two girls met in the kitchen when they were finished to fix dinner.

As they were making dinner, Heather couldn't hold it in anymore. "Mom, can we talk for a minute before Dad comes home?" Heather asked. Martha turned to her daughter. The way she phrased the request caught her attention.

"Of course honey, what's wrong?" Martha said, concerned.

"Come sit down Mom, I have something to tell you," she said. Heather and Martha sat down at the kitchen table. Heather was visibly worried and it made Martha all the more concerned.

"What is it, sweetheart? What's wrong?" Martha asked.

"Before I tell you, I need you to promise me that you won't get mad," Heather said.

"Mad? Why would I get mad?" she asked.

"Just promise me, Mom. this is kinda bad and I need you to promise you won't get mad," Heather insisted.

"Okay honey, I promise I won't get mad. Now, what is so terrible?" Martha said.

"All right, you remember me telling you that Tony dumped me? Well, I was sitting in the living room on the fireplace hearth when Dad came home for lunch and found me crying. He sat down next to me and asked what was wrong and listened as I explained how he dumped me for Paula Reynold's because he wanted someone hotter and better built.

"Dad was very nice and made me feel a lot better. Well, that's when it happened. I don't know why I did it, I guess I was just feeling rejected and needed someone to want me. But..." she explained.

"But what honey? What are you trying to say?" Martha asked.

"Mom, I was hurting so bad and Dad was so nice to me. I crawled up in his lap and... I came on to him. Tony had told me I didn't have a sexy body... that my tits were too small. So I pulled off my top and showed Dad. Then I kissed him–really kissed him. Anyway, things got heated and before either of us knew what was happening,...