I sat on Kate's left on the couch, while Mom, completely naked, sat to her right.  This was the moment I had been waiting for a long time.  I remembered Mom's second lesson with me, where she taught me how to pleasure a woman, and I was ready to go with Kate.  But I remembered Mom told me to take it slow and be very sensitive to her reactions.

"Kate, I'm a little nervous, too, but my Mom's here, it's going to be OK.  Are you comfortable, are you ready?", I said, kissing her softly on her neck.

Mom was holding her face very close to Kate's, and smiling sweetly in encouragement.

"Oh, I'm ready, I know I've wanted to, I just, you know...."

I began to unbutton her blouse, taking my time while kissing her, blowing into her ears.  I took her shirt off, then moved down to remove her shoes, pants, and socks.  Now we had been this far before, down to her panties and bra, and now it was time for the next step.  I kissed her neck and moved down her chest.  I reached behind her and unfastened her bra, but when I tried to actually remove it, Kate had a little panic.

"Oh, no, I don't know about this!" she cried.

Mom intervened, she was still holding Kate, one hand over her shoulders, the other around her waist, her naked leg still draped over Kate's now bare leg. 

"Kate, honey, we've talked about this.  You know you want to let go.  I'm here, OK?  You don't need to worry."

I found out later that what Kate and Mom had talked about before was that Kate had been brought up in a strict religious home and was taught to be ashamed of her own body and disgusted with anybody else's.  So Mom was de-programming her, for my benefit, and of course hers.

Kate hesitated for a second, but replied, "Yes, it's true.  I'll do what you told me Mrs. Jackson, go with what I feel, not what I think I'm supposed to feel."

With that, I used my teeth to pull her bra off and got my first glimpse at her lovely breasts.  They were alot like Mom's, small, pert, like little peaches.  Her nipples were a bit darker, like milk chocolate.

Kate squealed and threw her arms across her chest, 'Oooh, no one has ever seen me naked before!....Well, except maybe my doctor."  She chuckled at this last remark, so I new she was relaxing quite a bit. 

I started working my tongue and my hands on Kate's lovely, virgin breasts, just as Mom taught me, starting from the outside and working towards the nipples.  When I finally started flitting my tongue on Kate's little brown tits, she started giggling.

"Oh, stop", she squealed, "That tickles!"

Mom laughed, "Oh, Kate, your first time!  That little tickling sensation is just your sexual arousal.  Steven, why don't you start sucking on them to show Kate what I mean?"

I did, being sure to gently move my tongue in circles around the nipple while I took the whole areola in my mouth.

"Oooooh..", Kate quietly cooed, surprised by this sensation.

After working her this way for a while, I kissed my way down her stomach.  When I got to her waist, I got down on the floor, on my knees in front of Kate, and inserted my index fingers into the waistband and started to pull them down.  Kate squirmed and tried to cross her legs.  Mom's leg hanging over Kate's right leg made it difficult for Kate to do this.

Mom whispered to Kate, "Kate, please, go with what you feel.  Are you ashamed of being naked, having your privates exposed, look at me Kate..", with this Mom moved her hand down to her own vagina and gave it a stroke of her fingers.  "I'm not ashamed Kate, you don't need to be ashamed either."

Kate let out a sigh and stopped struggling.  Mom used her own leg to pull Kate's legs slightly apart.  This was making me nuts with passion, but I remembered Mom's instruction to be slow and gentle.  I pulled her panties down slowly, kissing her stomach.  When I got the panties to her knees, I moved down and began kissing her legs.

I looked up to gaze at her lovely pussy for the first time.  She was not shaved like Mom, she had a nice little tuft of hair right above her mound.  And like her nipples, her pussy was a little darker than Mom's.  But I could see it was glistening with juices from her reluctant excitement.  I pulled the panties down to her ankles, and began kissing the inside of her thighs, working my way down to her calves, and finally pulled  the panties off her feet.  I began kissing my way back up her legs until my face was right at her pussy, but I kept kissing the inside of her thighs to increase her arousal and expectation.

I kept looking up to observe this scene, my Mom and Kate, both naked, in each other's arms.  As I said before, they were almost completely identical physically, with petite, slender bodies, but muscular, built like gymnasts.  The only difference was Mom's alabaster Caucasian skin contrasting with Kate's slightly darker Korean skin.  It was a sight to behold.

It was time to make my move, I had buttered Kate up enough.  I gently touched my tongue to her clit and began circling, just like Mom taught me.

Kate, who had been oooing and aaaaaing this whole time, all of a sudden started flailing again.

"Oh, no, you shouldn't touch me there,  stop, stop, please,  Mrs. Jackson, tell him to stop!"  She cried.  I pulled my head back in a panic, I certainly did not want to violate her if she was unwilling.

Mom came through, of course, "Kate, Kate, my dear Kate," Mom said," stroking Kate's hair and whispering in her ear, "This is all new, but you told me this is something you wanted to experience.  It's your first time being touched like that, but you know it's going to be a wonderful thing.  You really need to trust me Kate.  Drop your inhibitions, and let yourself experience something you've only dreamt about."

Kate relaxed at Mom's soothing words, and she actually put her hand on my head and guided me back to her wet pussy.

I began working her clit again, slowly circling, but, as Mom had taught me, paying attention to Kate's rhythm and breathing. I worked my way around faster, and started flitting my tongue inside her virgin pussy. I followed the pace of Kate's breathing, and how much her body quaked, faster and faster, quivering.  She tasted like my Mom, but a little tangier, which was nice.

I listened as Kate moaned and panted and writhed.  I looked up and saw the beads of sweat on her forehead.  I realized that Mom was rubbing her own pussy against Kate's leg, and could hear her own moaning.

Kate panted out, "Oh, Mrs. Jackson, I'm starting to feel something.."

Mom said, "Oh, does it feel nice?"

"Oh, Mrs. Jackson, it does, but I don't understand it.  I'm a little afraid."

Mom replied with confidence, "Kate, you are about to have your first orgasm, don't worry, I'll be right here with you!"

With that, Mom took her hand off of Kate's waist and began to play with her own clit, as she continued to rub her pussy against Kate's thigh.  She still kept a firm grip on Kate's shoulder, to reassure her.

Mom whispered in Kate's ear, "Oh, Kate honey, you are going to feel so good, and we're going to experience this together, so let it happen.  Oh, it's going to be wonderful!"

As I continued working my lips and tongue on Kate, while reaching my hands up to massage her little breasts, Kate's breathing started getting frantic.

At a certain point, her limbs started flailing, she had arched her back and started shouting:

"Oh, my God, what is happening? Oh God, OH, OH, Oooooh!"

She was flailing so crazily that I couldn't keep my tongue in her as she gyrated her hips.  Mom kept Kate's right leg pinned down with her own, and I held down Kate's left leg with my arm. And Mom kept a firm grip over Kate's shoulders.  Kate was still quaking as she approached her first orgasm, confused but elated at the same time, but Mom and I kept her steady.

As I kept working on Kate with my tongue, I heard the sweet harmony of Kate and Mom moaning as they both approached their climax.  I could see out of the corner of my eye as Mom ground her pussy against Kate's leg while stroking herself with her fingers.  Mom had pushed herself up against Kate, their  breasts pressed together.  Quite a sight for me.

Kate's moans turned into screams, "Oh, my God!  Oh, my God! Oh! Oh!"

Mom, getting herself off against Kate's leg, was quieter, but was moaning, "Oh, so good, oh, so good!", and in a sort of coolness and self-control that only my Mom was capable of, she whispered to Kate, "We're going to come together!  Just let yourself fall into it!  I'm right next to you!"

And with that they both came, Kate suddenly became very still and tense.  I could relate from my own first orgasm, being unfamiliar with the physical sensation, shocked by it.

Mom, kept whispering into Kate's ear, "Good girl, Kate, good girl!" just as she had done to me my first time. 

I could feel that Mom and Kate had climaxed at the same time. I could feel how both went from  tense, quaking, to relaxed, limp, breathing, panting, heavily.

Mom reached and pushed my head away from Kate, "Steven, remember what you know, a woman is very sensitive after she has an orgasm.  Give Kate a minute to absorb this."

I got up off my knees and sat on the couch again, next to Kate.  Mom still had her arms wrapped around her, and was now kissing her face.  The sight of the two of them, my Mom and my girlfriend, both naked was just astonishing.  I was still clothed, and I felt like my erect cock was about to punch a hole through my khakhi's.  I envied their nakedness and abandon.  I reached down and began to undo my belt, to undress myself.

Mom noticed and reached over and brushed off my hands.  She was shaking her head, no.  She silently mouthed, "Not now!"

Mom was getting past the thrill of her orgasm, but Kate, this being her first time, took a long time. He breathing slowed down very gradually, she was staring up at the ceiling, oblivious to us, in a dream state.  She seemed about to fall asleep. The heaving of her chest was subsiding, but as she started coming to, she turned and looked at Mom.  Kate still had the very hazy look in her eyes. 

Mom smiled back at her sweetly, and took her chin in her hand and got up very close to her. "Kate, sweetie, how did my Steven do?  How do you feel?"

Kate, with a passion I didn't realize she was capable, grabbed Mom's head with both hands and planted a lustful, passionate kiss on her lips.  It was a long slow kiss, Kate moaning through it.  Mom was uncharacteristically taken a little aback by this, and tried to move away, but Kate was coming at her so hard, Mom fell on her back, with Kate on top of her, writhing as she kissed my mother with ferocious passion.

Mom got her head free for just enough time to say, "Kate, what are you doing...?"

Kate kept going, and then gasped out, "Oh, Mrs. Jackson, that was amazing, I never thought I could feel that good!  Thank you!  Thank you!"  Then she went back to kissing, this time slipping her tongue into Mom's mouth.

I just sat there next to them on the couch.  I was a little miffed why she didn't mention me, as I'm the one who gave her her first orgasm.  Why wasn't she kissing me, her boyfriend, but was instead kissing her boyfriend's mother?

However, the sight of the two of them basically making out, naked,  the juices from their pussies still visible between their legs, and the sight of Kate's ass gyrating over Mom's body was quite a sight.  Although I felt slighted, my erection certainly did not subside!

Kate flopped to Mom's side as Mom remained on her back.

"Oh, Mrs. Jackson, I'm sorry about that, what I just did.  I'm just so exhausted, it was just an impulse.  I'm sorry, I hope I didn't make you uncomfortable?  This was my first time, I'm not quite myself."

Mom replied in her soothing tone, "Kate, honey, looks like your dropping your inhibitions and going with what you feel!  No, I'm not uncomfortable.  It was very sweet of you, in fact."

"Thanks for not being mad, Mrs. Jackson."

Kate seemed to be falling asleep.  I got on my knees by the couch and tried to kiss her, but she did not respond.  She was fast asleep at this point.  So I made a move to kiss Mom, but she pushed me away.

"Steven, this is not appropriate for her yet.  Can you imagine if she woke up and saw you kissing your mother?  I'm afraid you are on your own tonight, another lesson in patience."

"Mom, look at me," I said pointing to the bulge in my pants, "I'm so hungry for either one of you right now after what just happened.  If she's asleep, I can carry her to bed and then you and I can, you know...Please Mom, don't leave me in the lurch, I'm dying here."

Mom replied, in a tender voice, "Honey, you should go to your room and pleasure yourself like I taught you.  I'm sorry, but right now is not a good time.  Remember, you need to be patient.  Now please, go get a blanket for us?"

"Ok, Mom, I think I understand, it's just frustrating."

"You'll be OK, you are very mature for your age."

I went to get the blanket, and when I returned they were both on their sides, facing each other, arm's around each other.  Kate's head was rested against Mom's chest, and Mom was gently stroking her hair.  I took in the lovely image of my Mom's and Kate's beautiful naked bodies entwined together, and saved that image for later.

I spread the blanket over them, and tucked them in.

Mom looked up at me with her drowsy eyes and said, "Steven, I am so proud of you.  Thank you for your patience.  I promise I'll make it up to you, and so will Kate, I assure you.  I love you, you are so good."  And with that drifted into sleep.

I went to my room, undressed, and started stroking myself, relieving myself at last.  As I masturbated I thought of what just occurred, and although seeing Kate naked and giving her her first orgasm was certainly the highlight, my mind kept drifting to Kate kissing my Mom.  My naked Mom and naked girlfriend engaged in this sort of passion, and wondered if there was something else going on there.

I had my best self-induced orgasm ever that night.