I had secretly lusted after Alice, my sexy red-headed stepmother, for a long, long time. She had a habit of walking around the house late at night in a silky, nearly see-through, light blue nighty. It was obvious that she was completely naked underneath because I could clearly make out her dark nipples and the little tuft of hair that was just above her pussy. I was convinced that she knew I could see everything and that she wore the skimpy nighty to intentionally drive me crazy.

Many a night I would lie in my bed and masturbate at the thought of seeing her naked body. I had been lucky a few times and caught glimpses of her partially naked form. Considering that I was only 12 years old, I wasn’t exactly sure what I would do if I was lucky enough to see her completely naked. But a few months before I hit the jackpot when I happened across some graphic porno magazines under a floor mat in the men’s restroom at the neighborhood soda fountain. In the magazines, men and women were tangled up in all types of lewd and lascivious positions that made me very excited. I fantasized that if I ever had Alice naked before me, I sure would like to try some of the things I saw in the magazines with her.

It was another hot and muggy July night in Indiana. Our house did not have central air conditioning, so it was always stifling hot up in my 2nd floor bedroom. My dad and my stepmother had a window air conditioner so it was always cool in their room. Although I had a window fan which was cranked up on “High”, it just moved around the hot, muggy air. Every night I would lie in my bed and sweat myself to sleep, so I usually slept naked with just a sheet over my legs and lower torso.

My dad would always hit the hay at about 9:00 or 10:00 pm because he had to get up at 6:00 am. I usually didn’t go to sleep until about 10:00 or 11:00. Every night at around 11:00 pm my stepmother made it a habit to come up and check on me and turn the fan down. On a number of occasions I had pretended to be asleep and had intentionally left my penis and pelvic area partially uncovered when Alice would make her rounds. Our house had a strange set up because the upstairs was originally the attic, so you had to walk through two other unoccupied bedrooms before you got to mine. Unfortunately, up till now she never noticed my young cock because she never turned my light or the one in the second room on.

It was about 11:15 and I had been lying in bed in my dark room stroking my rigid pre-teen cock for about 15 or 20 minutes waiting on Alice’s nightly visit. When Alice finally arrived I had ample time to prepare myself. First the stairway light came on, and then the light in the first bedroom. And for some reason, tonight she turned the light in the second bedroom on which brightened up my room more than usual.

Through my almost closed eyes I watched her walking barefoot towards my room. I could easily make out her naked, 29 year old sillouhuette through her nighty as she approached my room. Her shapely body, including the wide gap between her legs and her pouting pussy lips were outlined by the light that shown behind her. I laid there very still, with my entire upper body, my raging hard-on and one leg completely uncovered. I wanted to give the impression I had just kicked the sheet off due to the oppressive heat.

She tip-toed into my room and walked right past me and straight to the fan. I could smell her sexy perfume as she stood in front of the fan. She put both hands on the top of the fan and spread her legs ever so slightly letting the rushing air wash over her body. The breeze blew the back of her nighty up in the air uncovering her beautiful dimpled ass. My young cock spasmed with excitement. I was hoping that she would turn and see my aching cock and do something about it, but she just stood there taking in the breeze.

After a few moments, she turned the fan down to “Low” and turned to her right, away from me, to leave. My heart sank with disappointment. She took a few steps and tripped over one of my shoes and fell towards my bed. She caught herself and bent to pick up the shoe when I heard her gasp.

Through my almost completely closed eyes I could see she was staring directly at my erect, 5 inch cock. I swear she licked her lips and then stood up straight. She glanced at my face to see if I was awake, but I didn’t move a muscle. I could tell she was deep in contemplation about something.

She looked at my raging hard-on again and stepped closer so she was right next to my bed looking straight down at my cock. She put her left hand to her face and stuck two fingers in her mouth and sucked and licked them for a second. Then she raised her nighty with her right hand and lowered the wet fingers of her left hand to her now visible pussy and began rubbing it. She made a little whining sound as she slipped her left-hand fuck finger into her wet snatch. Her right hand moved up her body and she began squeezing and massaging her pert, 34 “B” breasts. Her breathing became labored as she worked her fingers in and out of her slick pussy. I could now smell the sweet scent of her inflamed pussy as it wafted around the room in the muggy breeze, and it was heavenly.

Alice stood like that, masturbating and staring directly at my rock hard cock for what seemed an eternity. Then she bent over and brought her face to within about 6 to 8 inches of my throbbing penis. She was panting slightly and she just gazed at my cock like she had never seen one before. She turned her head towards mine and just stared at me for the longest time, in an attempt to ascertain whether I was awake or not. After a few moments she was satisfied that I was asleep and she smiled a naughty smile as she turned her gaze back to my erect penis.

Her right hand came up and I felt a jolt of excitement as she gently touched the shaft of my pulsating member. “Yes! Yes! I am in heaven! Alice is touching my thing!” I thought to myself. I had never had a full grown woman touch my hard cock before. What was I thinking? No girl had ever touched me down there before.

She quickly glanced at me when I unintentionally let out a small moan. I remained motionless and I think she determined that it was probably normal that I would enjoy what she was doing. Then she gently ran her silky soft fingers up and down the length of my engorged shaft, starting at the head and going all the way down to my tight ball sack. I inadvertently moaned again and raised my hips up to make better contact with her hand. This time she ignored my response and continued softly stroking up and down the length of my pulsating dick. It was everything I could do not to cum right then and there.

When her fingers reached my balls the second time, she lovingly cupped them and massaged them with her hand. I could not believe what was happening to me. I was incredibly turned on by the way her cool hand felt against my naked balls. Because of my age I had no pubic hair at all on my cock or balls. I think she enjoyed touching my hairless member as much as I did.

After a few moments she stopped massaging my balls and moved her hand up to the base of my twitching spear and encircled it with her fingers. Then she began to work her hand up and down the length of my young manhood just like I did when I was jacking off. My hips undulated uncontrollably with every stoke of her hand. She shifted her position and got down on her knees next to my small twin bed so she wouldn’t have to strain her back.

She looked down at my face and smiled knowingly at the forbidden pleasure I was experiencing. During the entire time she worked my shaft she continued to fuck her fingers in and out of her slick pussy hole. She made little grunting and moaning sounds as she worked her snatch and stroked my lust-filled organ, and I could tell she was as excited as I was at what was occurring.

I was experiencing the most incredible pleasure I had ever felt. And the lewd thoughts that raced through my brain as she masturbated me, were incredible. I visualized all types of nasty things that I wanted to do with Alice before the night was through.

When I thought that the sensations I was feeling couldn’t get any better, Alice surprised me again. She stopped stroking my young cock and lifted the head of it up until my staff was pointing straight at the ceiling. As`she lowered her head, her soft hair tickled my belly. Then she licked her full lips, opened her mouth and engulfed the fat crown of my throbbing fuck stick. “Oh my God! Oh Alice! Yes Mom, take my young pecker in your mouth!”... I screamed inside my head.

Her soft wet lips held the tip of my swollen penis firmly while she swirled her hot tongue under and around my pulsating cock head. Her fingers still encircled my shaft and she stroked her hand up to meet her lips.Then on the down stroke her mouth moved in unison with it and she swallowed the full length of my cock. She stopped with her lips against my ballsack and let out a little, muffled moan of satisfaction.. ”MMmmmmmmmmm...” I was delirious with joy and lust as her mouth and tongue massaged my swollen meatpole. Her sucking and licking of my virgin phallus was like nothing I ever imagined. It was exhilarating! I had never felt such incredible pleasure in my entire life. Alice began to work her mouth up and down on my spit covered cock just like I moved my hand on it when I beat off. I opened my eyes for the first time and gazed in awe at this wonderful woman as her head bobbed up and down on my twitching, virile cock. “MMMmmmmmmmm......... MMMmmmmmmm.... Mmmmmmmm”.. she hummed as she worked her mouth.. up and down...up and down...up and down... I couldn’t help but to Fuck my cock up to meet her hungry mouth as she lovingly sucked on my rigid pole. Soon we were working as a team with just one goal in mind. To empty my young balls of their sweet sticky cream.

Alice huffed and puffed with each in and out stroke of my turgid manhood. My lust-filled penis stroked her hotly sucking mouth like a well oiled piston. I couldn’t bear it any longer. I wanted to help her make me cum. So I reached down with both hands and grabbed a handful of her pretty red mane and began urging her to take my engorged cock deeper with each stroke. Soon I was Fucking her face. Nope, there was no other way to describe it. I was definitely Fucking my beautiful young stepmother’s wet, swollen lips and she was loving every minute of it.

Unable to control my young lust any more I begged her...“Ooooooooohhhh Mom! Ooooooooohhhh Mom!! Suck my thing!....Suck my hard pecker!!...Suck it Mom!....Suck it Pleeeeease!!” She feverishly fellated my thrusting penis as I gripped her long hair and guided her sweetly sucking mouth up and down on my glistening manhood. Alice worked my grinding pole like an expert for the next 4 or 5 minutes. Every time I neared the edge and was about to cum in her hot mouth, she sensed it, and she would slow down and firmly clamp the base of my throbbing manhood until my urge to cum had subsided. Then she would begin her oral ministrations again.

After a few more minutes of her wonderful sucking, Alice stopped and gripped the base of my cock tightly. She turned her face towards mine and whispered in a throaty voice “Hi Sweetheart. I’m glad you're awake and enjoying what Mom is doing. You have the most beautiful cock and I love sucking it so much. But it’s made my pussy so wet. So I need you to do me a big favor and help make me feel good too.”

I looked into her dreamy blue eyes and said “Mom I’ll do anything to make you happy. What do you want me to do?” She stood up and asked “Honey, would you like to lick Mommy’s sweet pussy while I suck your hard cock?”.....”You know it would make me feel sooooo good.” she purred. I was startled at her lewd request. I had never dreamed that my pretty stepmother could talk to me so nasty, or that she would ask me to lick her pussy. But I was ecstatic at her request and eagerly acknowledged that I wanted to lick her pretty pussy.

Alice climbed on the bed with me, on her hands and knees. But her body was facing the opposite way that mine was. I was somewhat confused at what we were doing. “But Mom, I...uuuhhh...I don’t understand.”

She giggled and said “Oh, I’m sorry sweetheart, I’m going to show you a very fun position to make love in. It’s called doing the “69". I’m going to put my pussy on your mouth and you’re going to lick it right here, on my Clit.” and she pointed to her little pencil eraser-sized bud that was nestled between the pink folds of her slick snatch. “Then I’m going to suck your beautiful cock while you lick my wet pussy. And Baby, the faster you lick my clit, the little button here, the more it turns me on. If you want you can even stick your tongue in my little pussy hole. That feels so good!” she excitedly exclaimed. I was pretty sure I understood now.

With that, Alice threw her leg over my head and positioned her wonderful ass and her slick, sweet smelling pussy right in front of my face. My still stiff cock began twitching in her hand as I came face to face with the most wonderful sight I could imagine. My lips and nose were just a few inches from her quivering ass cheeks and her dripping pussy.

I admired the satiny pink folds of her musky vagina and her beautiful puckered little asshole. “Go ahead Baby, it’s alright. Stick your tongue in me.” she urged as she pushed her ass back towards my mouth. Then her soft, full lips engulfed my engorged fuckpole and her mouth and tongue began to work their magic once again. I moaned as her head bobbed up and down on my rigid shaft and was momentarily distracted from my mission.

As my sweet stepmother continued giving my hard cock her loving attention, I stuck my hot tongue out and ran it around her clit in tiny little circles. Her hips immediately bucked and then she pressed her wet pussy back against my tongue. “OOOommmmmgggh!!.....Ooommmmmgggghhh!!” she murmured as my tongue licked at her hard little button she called her “Clit”. I couldn’t believe how sweet and soft her pussy was. I loved the taste and feel of it against my tongue. I reached up with my hands and ran them all over her silky smooth ass cheeks, which elicited another moan from her “Ooooommmmmgggghh!!... Oooommmmmggghhh!!”..

I squeezed her beautiful, creamy white globes as I licked up and down the soft crevices of her musky snatch. Then I found her little pussy hole and speared my steamy tongue deep into it. As I did so my nose rubbed against her cute pink asshole. Her hips and ass bucked uncontrollably against my slick tongue as it probed and fucked deeper and deeper into her vagina. She moaned as best she could considering she was deep throating my hard, young cock, and I just marveled at the wonderful feelings and sensations I was experiencing as we rocked back and forth in our “69" position.

I felt Alice’s lips leave my cock and she begged me to eat her pussy...”Ohhhhhhhhh Baby suck my hot pussy!!...That’s it honey, fuck my pussy with your long tongue!!....Yes lover, Fuck my pussy deep with your tongue!!....Oooohhhhh that feels sooooo gooooood Baby!!.... Don’t stop!!...Please don’t stop!!!” Her nasty words made me fuck her sweet pussy even deeper with my slick tongue.

I was incredibly turned on by her nasty language and my cock was the hardest it had ever been. I couldn’t believe what was happening to me. I had wanted my stepmother for so long, but never in my wildest dreams did I think, that one day I would have my head nuzzled between her creamy ass cheeks with my tongue buried deep inside her sucking pussy while she deep-throated my lust-filled penile muscle. No 12 year old boy could ever dream up this type of lurid fantasy. And even though my friends at school had seen my magazines and we had talked about doing all the things that were in the pictures, they could never imagine how wonderful real sex really was. It was as if I was in a dream world and I was loving every minute of it.

“Sweetheart, please fuck my asshole with your tongue!....Please stick your hot poker tongue up my ass Baby,...