It had been nearly two weeks since Vivian had enjoyed a night of lesbian pleasures with Elena. Since then, they had spoken over the phone, but busy schedules had prevented them from actually getting together. Vivian had told William about her friend, but he had no inkling of Vivian's true feelings about Elena. During that time and since his return from his college exploratory trip, he sensed something was going on with his stepmother, but she insisted nothing was different.

Sex with her had happened, but Vivian seemed to be distant. She still enjoyed their bedroom gymnastics, and she was loving and complimentary to him, but she was more subdued lately and thwarted his lusty advances more than usual.

Returning from some errands, he found Vivian reading in the living room. She was dressed casually, in sweatpants and a too-large men's T-shirt that had belonged to his dad. He was happy to see she wasn't wearing a bra and her prominent nipples jutted proudly through the cotton fabric. She looked up with a smile as he entered the room.

"Hi, Hon. How's your day? Get everything you need?"

William replied with the typical small talk answers and asked about the book she was reading. Then he paused, and sat opposite her on an easy chair, a serious expression on his face.

"Is something wrong lately, Viv? I get the feeling you are bothered by something. I hope it's not me. Remember, we promised to be honest about our relationship. But you've been different lately. Did I do something wrong?"

"Oh, Honey, no. You've done nothing wrong. I've just had a lot on my mind lately. It's just... oh, hell, I'll try to explain."

Vivian set her book down and clasped her hands together on her knees as she leaned forward toward her stepson. She tried to think how to begin, but then just shrugged and started in.

"I told you that I had dinner with my old friend Elena when you were gone." She paused. "But I didn't tell you everything. Elena and I came here after dinner and had more to drink. We probably had a bit too much, and we ended up doing things I'd never done before. Elena ended up spending the night. In my bed. With me. We got carried away, I guess, and I just didn't know how to talk about this with you. I don't think I'm a lesbian or anything, but honestly, it was wonderful. My only regrets are keeping this from you."

William stared at his stepmother, uncertain how to respond to this unexpected revelation. Vivian certainly seemed to enjoy coitus with him so it wasn't like she was a closeted gay woman. She approached sex with him like a teenager in heat half the time. But then it hit him: how would this affect their relationship in the future? Would this mean the end of their torrid sex? A slight panic set in.

"Are you saying you don't want sex with men anymore?" As soon as the words came out of his mouth, he realized how stupid that sounded.

"No, I'm not saying that at all. I'm just saying that I had sex with another woman, and I enjoyed it. Maybe that makes me bisexual. I don't know! This is new territory for me. But I thought I should be honest with you about it. I haven't dared to tell you until now, and I'm sorry about that. I don't think it was a one-night stand. I could do it again--under the right circumstances. But it doesn't mean I don't enjoy having sex with you. It's just different."

Vivian stood suddenly.

"Fuck! I need a drink. Want a glass of wine? I'm buying."

Vivian strode purposefully into the kitchen and after several minutes of rattling around, returned with two glasses of red wine.

"I'm not sure what I'm supposed to say at this point, William, except don't worry. It will all work out in the end. I still love you. Nothing has changed. It's just that now there is another person in the picture so of course that complicates things. And she doesn't know anything about my real relationship with you. We haven't gotten that far yet."

Finally, William spoke.

"I'm sorry if I gave you the wrong impression. You shocked me a bit, I'll admit, but the fact that you found someone you are interested in--I knew it would only be a matter of time. And I could care less if it is a woman or a man--as long as it's someone you love. I knew that sooner or later things would have to change with us as much as I love our relationship the way it is. We talked about that, remember?"

"Yes, but this doesn't mean you and I are done, William. As I said--it's complicated. And it's a new experience for me. I'm not sure how this will develop from here, but again, I need to be honest with you...and myself."

Vivian was now standing again as she spoke to her stepson. She set her wine on the coffee table and bent over to kiss him. The kiss was more for reassurance than anything else.

"And speaking frankly, as wonderful as it was to spend the night with Elena, there's something about a hard phallus that I find irresistible." What Vivian didn't say was that she would love to have it both ways.

"Can I meet her? If you are this way about her, she must be wonderful."

"Of course. I'd love that and we'll do it soon. She's gorgeous, smart, and sexy. But there is one thing you may not like."

William's eyebrows raised. "What's that?"

"She doesn't have big boobs like me. Her breasts are nice, but they are much smaller than these bad boys." Vivian hefted her breasts in her T-shirt. "I know you like big tits."

They both laughed and Vivian winked at her stepson.

"It's not like I think every woman needs to look like you. That would take the fun out of it, don't you think? I doubt I'll look at her quite the same way as I do you. Besides being a wonderful mother, you are sexy as hell."

Vivian filled William in on Elena's backstory: her previous unhappy marriage, how they met, etc. She emphasized the fact that their mutual attraction was sudden and that things were in the fledgling stage.

"This could go in any direction at this point. There is no need to worry about us, either. I'm still your mother and that will never change. Anyway, I'm sure you'll love Elena and I'll get us all together soon."

And she did. Vivian invited Elena for dinner and it turned out to be a wonderful evening. William was gracious and witty, and impressed by Elena's stunning looks as well as her intellect. It appeared to Vivian that he was even a bit smitten with her. But that didn't surprise her. Elena had that effect on most men.

At one point William excused himself to use the boy's room, and Vivian confessed to Elena when they were alone that she had told her stepson about their relationship.

"He knows about us. I told him everything. But it's fine. William is very mature and he isn't bothered by the fact that I am possibly enjoying a lesbian relationship with you. There's more, but it's all good."

So from that point on, Elena was less guarded and kissed Vivian in front of William, motherly pecks for the most part, but affectionate. She also warmed up to William as a result and hugged and kissed him as she prepared to leave.

"Wow, I see why you are attracted to her. She's a knockout, Vivian. I instantly liked her."

Vivian smiled and kissed her stepson."I was pretty sure that you would. I'm happy you two hit it off."

Later, after cleaning up the kitchen, she announced. "I'm going to bed, Honey. I don't suppose you'd care to join me? It's been a while since we've slept together and I bet your hormones are on alert after meeting Elena. She does that to guys--not to mention women."

"You don't have to ask twice. I just need to wash up and I'll be with you in a jiff." William's grin was ear to ear. And in minutes he was in bed with his stepmother doing his best to please her and maintain the status quo of their relationship. But Vivian had a different fantasy that she couldn't get out of her mind.

Elena called Vivian that week and suggested they have lunch and do some shopping together. It was a beautiful afternoon, and they sat outdoors at the restaurant. Each ordered a glass of wine and then another with their lunch. With a slight buzz to loosen her tongue, Vivian leaned over and whispered conspiratorially even though no one was seated near their table.

"I have a secret to divulge but only if you swear you won't tell a soul."

Titillated by such an opening, Elena crossed her heart and leaned forward to hear what she assumed was juicy gossip.

"I have a confession to make and it is something I've never told anyone. I'm worried that you will think horrible things of me, but I have to get it off my chest."

"Oh, Sweetie. I can't imagine anything you could say that would make me think horribly of you. You haven't murdered anyone lately, have you? Depending on who it was, I could even forgive that." Elena smiled and clasped Vivian's hands in her own.

"When Dan died, I was miserable and in a bad place. William and I were on eggshells around each other, and life was generally miserable for both of us. But then we found common bonds and our relationship clicked."

"That's wonderful, Viv. He's a nice young man. And so handsome. I'd have a hard time keeping my hands off him if I were in your shoes. But anyway, go on."

"Well, it is about William. As I said, he and I began to bond, and, well...we literally bonded I guess you could say."

"Wait! What are you saying? You didn't sleep with William!"

"Um, well, that is exactly what I'm saying except it is more accurate to say I'm sleeping with William. But most of the time we are not getting much sleep." Elena stared at Vivian, shocked for a few seconds before a sly smile crossed her face.

"Ok, Viv. I'm listening. Tell me all about it. This is rather exciting news, Darling."

And Vivian did her best to explain how it all came about and the agreement she and William made with each other.

Elena was astounded by this revelation, naturally, but she also was liberally accepting of such things, and after asking Vivian a few follow-up questions for a clearer understanding of the situation, she comforted her friend.

"Look, Vivian. I can see how this could easily happen. Both of you were in mourning, and given the circumstances, I don't think it's weird. As you said, it's not like he is your biological son so those issues are of no real consequence. Yes, it's not something that is widely accepted, but neither is a lesbian relationship. I understand it's not the same thing, but I understand as well how this could happen. And like I said, William is an adult, and a mighty handsome one to boot."

"That means so much to me, Elena. I hoped you would not be too offended by all of this. The problem now is where do we go from here? You and I are just getting to know one another, and I do love William. Not romantically necessarily, but as a son and as a lover. And he is a fantastic lover. By the way, I told him about you and me and he is fine with that. But I'm just not sure what is next. He and I both agree that our sexual relationship has to stop at some point but neither of us has been in a hurry to end it. We enjoy sex with each other too much."

"Well, the only advice I can give you is what you are already doing: be open and honest about everything. No one else has to know any of this and I am flattered that you have confided in me. You know that I think the world of you and want our love to grow as well. Let's just play it by ear, shall we? In the meantime, I would suggest a sit-down with the three of us to just lay the cards on the table and hear each other's thoughts and feelings."

That sounds wonderful, Elena. Why don't you come over Saturday again for dinner? I'll set it up with William in advance. And why don't you plan on spending the night."

"That sounds great. I'll be in touch if you need anything. Now, let's do some shopping."

Before Elena arrived on Saturday, Vivian explained to her stepson that she had confided their story to her. William was at first alarmed at this news, but Vivian assured him there would be no repercussions as a result. She trusted Elena as much as she did him. She also explained that she had invited Elena to spend the night.

"It's not anything to do with you, Sweetie. It's just that she and I have not had an opportunity to be intimate since the time I told you about it. I hope you understand."

"Of course, Viv. No worries. You've been wonderful to me in every way and you deserve to have your wishes fulfilled. I only wish I could do more for you, but anyway, I'm happy that you are happy."

Saturday finally arrived, and despite all her preparations, Vivian was a nervous wreck trying to ensure that everything would be perfect. Elena arrived on time as predicted. She had a small overnight bag with her and when she removed her light jacket, both Vivian and William gave her compliments on her beautiful and expensive dress adorned with a gorgeous pearl necklace.

Elena kissed both of them after a hug. William was surprised that she kissed him on the lips. It was unexpected but wonderfully delightful.

"You look marvelous, Darling, as usual. William, will you take Elena's bag and put it in my bedroom? Hors d'ouvres are ready and dinner is in the oven. I've picked out a special wine for the occasion as well. Make yourself at home while I take care of a few last-minute preparations."

"Smells wonderful. I can't wait."

They proceeded to the kitchen and William soon joined Elena at the breakfast bar as Vivian added the finishing touches to some simmering pans. She placed the appetizers on the bar along with three glasses of an expensive Napa Chardonnay.

"Cheers! Here's to the future." Vivian raised her glass and the three of them clinked each other in a toast.

"I have an announcement to make!" William beamed at the two gorgeous women as he did a quick drumroll with the fingers of his free hand.

I've been accepted into the business school at the college I wanted. I start classes in two weeks."

"That's fantastic news, Honey. I know you've been waiting to hear from them. Two weeks! That's like...tomorrow! We'll need to do some preparation."

"Relax. I'm way ahead of you. I've got everything planned out including a place to live. My inheritance from Dad's estate is covering all the basic costs. Unfortunately, I'll be leaving soon, but I'm close enough that I'll be able to come home for long weekends and holidays. I'm psyched!"

This generated more toasts and even a bottle of bubbly. A perfect dinner followed, accompanied by Vivian's special wine for the night. By the time things were put away and the conversations were petering out, William was the first to give up for the evening and head for bed.

"Excuse me ladies, but I think I'm done for the night. Sweet dreams. Dinner was wonderful, Viv."

Both women held their arms out for a late-night hug, but instead, William got a lingering kiss from both his stepmother and Elena. His reaction was visible and not missed by Elena. She gave Vivian a knowing glance as he tried to hide his obvious erection that tented his pants. Both women giggled at his discomfort once he was gone.

"Doesn't take much to get him going. And it looks like he keeps a pretty big banana in his pocket."

Vivian giggled and grabbed Elena's hand. She led her to her bedroom where they each did their pre-bedtime cleansing in the master bath and then changed into their bedclothes separately. When Vivian emerged from her walk-in closet, she was wearing a sheer black teddy recently purchased for the occasion that prominently displayed her huge breasts.

Elena was already changed and lying on the bed with the covers pulled back and folded at the foot of the bed. She was wearing expensive lingerie that accentuated her lithe form. A tiny pair of panties covered her neatly trimmed pussy.

"I've been looking forward to this for some time." Vivian's eyes never left her lover as she sat on the edge of the bed. "I just want to hold you. You are so beautiful."

Without another word the two women were in each other's arms, their lips and tongues mashing one another, their hands groping and fondling. Elena's lips soon found a ripe breast and suckled on Vivian's swollen nipples. Soon they were fingering one another, their vaginas wet with passion.

"I have to taste your cunt, Darling. I'm dying to lick your sweet pussy." Elena slid down and found Vivian's fertile delta, kissing the inside of her thighs and behind her knees before focusing on her labia and clitoris. Vivian was soon moaning deliriously as an orgasm began to gain momentum. She had longed for this moment for weeks and as her desires were met by Elena's probing tongue and fingers, her climax built rapidly.

Elena sensed her partner was getting close and reached up with her free hand to squeeze a fat breast as she alternately fucked her cunt with her fingers and tongue. Finally, Vivian froze and uttered a painful scream as her brain erupted in pleasure and her pussy convulsed and squirted orgasmic juice all over Elena's face.

Slowly, her breathing returned to normal. Elena kissed her way up to Vivian's lips and the two held each other in an embrace.

"I need to return the favor. My God, that was wonderful. You made me feel like a teenager again. Let me do you. If you like, I have a toy we could use. Before William and I started having sex, I used it. It's quite nice and designed to stimulate your vagina and clitoris at the same time. Would you like me to try it on you?"

"I have a better idea. Why don't we use the real thing?" Elena smiled cunningly.

"The real thing! I'm not sure what you mean. You mean my tongue?"

"No. I mean a penis. I bet I know where we can find one. And judging from what I saw earlier, it's nice-sized and attached to a very attractive man. Do you think he'd like a going away present from the two of us? You're spoiled, Vivian, but I haven't had a cock in me for ages and I'm pretty sure William would be up for it if you get my meaning."

The two scantily clad women giggled and decided they would surprise him in his own bed initially. Quietly they tip-toed across the hall and slowly opened his bedroom door. William was dozing, lying on his back with the covers pulled up to his waist. His table lamp was still on with a book opened and lying upside down on the nightstand, so the room was dimly lit. They soundlessly got on each side of his queen-sized bed and slowly pulled the covers down to his knees. William had removed his underwear and was already nude, making the next step easier.

As they had preplanned before coming into his room, Vivian reached over his head and put her breasts in his face as Elena began sucking on his cock.

William didn't wake up right away. His sleep interrupted, he moaned and tried to wipe his closed eyes with an open hand as two fat breasts pressed against his face. Slowly, he emerged into semi-consciousness when he felt his cock enveloped by a moist mouth, He assumed it was either a dream or he had somehow gotten in bed with his stepmother. But then he felt two lips on his at the same time suction was being applied to his cock and he opened his eyes to see not one, but two women working on him.

Vivian put her finger to his lips when he started to speak.

"Shhh, Honey. Elena wanted to give you a special present before you go away to college. But we're only going to start with you here before we march you into my room and my big king-sized bed. For now, just relax and enjoy this."

Vivian kissed her stepson and then worked her lips down to his cock to share it with Elena who was sucking it like a professional. Soon, both women were licking and slurping his shaft as they traded off on sucking the fat glans. William couldn't believe his eyes: two beautiful women in sexy lingerie giving him a blowjob. He propped himself on his elbows and moaned praise between unintelligible groans.

Finally, Vivian spoke.

"Enough foreplay, Honey. Let's go to my room and stretch out. Elena has something she would like to stretch out as well."

Both women kissed him and pulled him from his bed to lead him across the hall. William's cock stood straight out below his narrow waist. Elena's hand never left his erection as she let him to the bed.

They place him in the middle and then resumed their pleasuring him. Vivian let Elena lead the charge as she returned to his cock and slowly pumped her hand up and down the shaft while sucking on his circumcised head. She swirled her tongue around and up and down, eyeing him the entire time.

"I wanted to get to know you better, William. How am I doing?" She rubbed his cock against her pouty nipples through the thin nylon fabric of her lingerie and then straddled him to rub it against her labia.

"You have a beautiful, big cock, William. Your mother tells me you know how to use it, too. Would you be willing to put your big cock in my cunt and fuck me with it? I haven't had a big cock in me for ages and I'm looking forward to yours." And with that, she pulled her panties to the side and rubbed his penis back and forth between her lips before finding her sweet spot and sitting so the head was now buried into her pussy. Her eyes focused directly on the twenty-two-year-old as his cock slid into her.

"Oh, William. You're everything I hoped for, Honey. Your cock feels so good in me. You are so deep, Sweetie.

All this time Vivian was kissing him and rubbing her breasts over his torso, but when Elena placed his cock inside her, she shifted to a kneeling position behind Elena. As Elena slowly settled onto William's stiff member, Vivian massaged his testicles and kissed Elena's back and buttocks.

"Lord, it is so exciting to watch his prick sliding in and out of you, Elena. His cock looks so big in you from this angle."

Vivian continued fondling her stepson's testicles and grabbing his thick shaft as Elena rose on her upstrokes. At one point Elena leaned forward so William could lift her chemise and suck on her perky little tits, and his cock slipped out of her. Vivian placed the head in her mouth and sucked, tasting a combination of his pre-cum and Elena's pussy juice before reinserting it into Elena's pussy again.

Under normal circumstances, William would have cum by now, but he had masturbated when he went to bed with the fantasy of the two women in a 69 position and him fucking his mother from behind. Little did he know he was about to experience the actual deed. Al Elena's direction, she had Vivian straddle her as she lay on her back so that they had access to each other's pussies that way.

"Go ahead and fuck your stepmom, William, while I feast on her from this angle. God, this is so hot!"

William lined himself up behind Vivian as Elena licked her clitoris. Vivian's face was buried between Elena's thighs when she felt the tip of William's cock enter her pussy and began fucking her with long, slow strokes. Periodically Elena grabbed his shaft and removed it from Viv's cunt only to put it directly into her mouth to taste their sweet sex juices. From his angle, William's cock head looked almost too big to fit in her mouth, but she stretched her lips and engulfed him before reinserting his phallus back in Vivian's vagina.

The room was filled with grunts, groans, and screams as each of them reverted to animalistic passions. Finally, Elena announced she was cumming as Vivian wildly tongued her pussy. That was all it took. William gave a final violent thrust and felt a surge of sperm shoot into his stepmother. His cock pulsed visibly several times buried in Vivian before Elena pulled it out and placed it back in her mouth. Sperm dribbled from Vivian's labia as Elena sucked the last remnants from William's softening phallus.

The three collapsed in a sweaty pile before untangling themselves and cuddling together. When everyone's breathing returned to normal, the two women kissed one another tenderly with William sound asleep between them.

"I doubt he'll forget this night," Elena said.

"I doubt I'll forget this night," Vivian added. She kissed her lover one more time before pulling the covers over them and eventually filling the silence with her gentle snoring.

Hours later, William woke and realized he was not dreaming. He really had fucked both his stepmom and her lover. As his eyes regained focus, he turned his head to face Elena by his side. She was also awake and staring at him. His mother had turned away from him on the other side and slept soundly.

Elena kissed him and without a word, reached down and stroked his cock.

"Is it ok if I get on top of you one more time and feel this big cock of yours in my pussy, Honey? Just let me do all the work. I don't want to wake Vivian so I'll be gentle. OK?"

William only nodded as Elena first removed her panties and mounted him. She easily slipped his cock inside her moist pussy and then reached down and pulled her chemise off so that she was naked. William stared at her as she closed her eyes and concentrated on the tight movements of her ass, unlike anything he had previously experienced. His semi-rigid cock soon became rock hard and Elena responded by keeping him buried in her as she rotated her ass in tight, methodical circles. He let her do all the driving, and she was very good at it.

Eventually, her expression changed and her face looked almost pained. Her breathing quickened and her ass twisted and jerked on him. He fondled her smallish tits, twisting and pulling on her erect nipples as she leaned forward and tongued his ear before whispering breathily, "Can you cum in me, now, Honey. I want to feel you squirt your cum deep into my cunt. I'm going to cum with you, but we don't want to wake up your momma. Go ahead, Sweetie. I know you are close. Fill my cunt with your sperm."

That was all it took. William grabbed her hips and held them tightly to his groin as he shot his wad deep into Elena's vagina. At the same time, she clenched and bit the sheets next to him as her pussy erupted into a silent but mind-blowing orgasm. Her pussy muscles contracted and gripped his cock tightly before he finally felt it shrink and slip out of her.

Elena kissed his lips, her tongue finding his, and with a final peck, thanked him for being such a good boy. Without another word, she rolled over and was immediately asleep.

"I must be the luckiest person in the world," William thought to himself as he drifted off one more time.