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Michelle stared up at me, capturing me with those dark eyes of hers...drawing me in so that I could get a sense of her face with that cute nose and those thick, luscious lips and then she smiled at me, the tip of her tongue peeking out just as her daughter's did when she was pleased about something or had been praised in class. I felt my cock twitch in my pants, pressed against her stomach and wondered if she could feel it throbbing, betraying my aroused state.

"This is nice," she said, raising her voice just enough to be heard. "I'm not moving too fast for you, am I?"

I wasn't sure if she was talking about the speed of our dancing or her actions as a whole, but in the end, I was fine with both and said, "Nope. I'm having a fine time, Michelle!"

She looked pleased and purred back, "Good...now, we've got as far as the dancing. Would you think I'm being forward if I asked for a kiss?"

That surprised me a little, but I shook my head and said, "I'd love to kiss you, but you should know, I'm a little out of practice and might not get it right."

Michelle giggled and replied, "Not a problem...I'm a firm believer in practicing something until you get it right...that's why Kelsey is such a good student, she practices until she has things down perfect."

Her comments, especially bringing her daughter into it, was sort of shocking, but also titillating and I tried to respond at her level of teasing by saying, "Sounds good to me, especially if I have a good teacher helping me."

She grinned at me and licking her full lips, answered, "Oh honey, I will rock your world. I felt her breasts dragging upwards on my chest and her stomach sliding up along my cock filled jeans as she rose up on tip-toe and pressed her lips against mine. I expected a chaste kiss at least initially, but her mouth was open from the get-go, and in surprise, I opened my mouth in response to the furious assault from her tongue which quickly found my own and I found myself kissing her with more passion than I had possessed in a long time.

As Michelle and I dueled wet tongues, my hands on their own, somehow found their own way from her waist to her hips and I cupped and squeezed her butt cheeks as she worked herself against me. I could feel the blood pounded in my head as she finally slipped her tongue from my mouth and with our lips almost meeting, said to me, "Nothing wrong with your kissing, John...you get an 'A+' but just to be sure...let's keep practicing."

We resumed kissing, our tongues coming together in lewd fashion before our lips touched, enjoying the feel and taste of each other. Pulling herself against me tighter, Michelle drew one leg up along mine and then curled it around my left leg, grinding her crotch against my thigh. Even though the club was warm and humid, it seemed to me as if her crotch was hot. I quivered with sudden hunger for this woman that I barely knew and kissed her harder and more fervently, drawing an approving and muted moan from her. We both had our eyes open, staring at each other, recognizing our lust mirrored in the other's image.

The song faded away and was followed by applause and we still slowly danced and kissed, not really conscious of the rest of the world until I heard some fellow with a deep bass voice bellow, "Get a room, you horndogs!"

Michelle giggled into my mouth and we both broke the kiss, both of us gasping for air as we let each other go and took a step back to look at each other with a lot of desire and a little wonder at the sudden development of physical attraction. I suddenly realized the lights had come up a little and indeed, Michelle's T-shirt was so threadbare that her breasts were nearly completely exposed – in places the fabric just barely holding together and I struggled to not focus solely on them which she noticed with a wicked grin on her face. A voice announced from speakers overhead that Kansas was taking a break and would return in half an hour for a second set.

I stepped up to Michelle and said, "That was...um, that was wonderful."

She took my hand and drew it to her face and said, "Yes, it was," before kissing the back of my hand. She then guided me back to our table where we found Kelsey sitting, watching us with a grin that looked as evil as her mother's.

She blinked her eyes in a poor imitation of blithe innocence and said, "Well, I guess you two aren't having any problems getting acquainted."

We slipped into chairs opposite the young girl and Michelle giggled again and said, "Well, sweetie, I always told you I was a wild child!"

Kelsey rolled her eyes with mock exasperation and said, "Yeah, but it's different when you actually see your mother in action!" She slid two bottles of beer over to us. "It looks like you both could use something to cool off."

Michelle and I looked at each other and broke out laughing like embarrassed teenagers caught necking and then clinked our bottles together before we each took a sip.

Kelsey studied us both, a grin on her face before she turned to me and said, "I don't know if Mom told you, Mister Hamill, but she's developed a crush on you."

"Really?" I said even as her mother told her to behave.

Michelle's daughter nodded and went on, saying, "Oh yeah. I kept coming home and telling her how cool your class was and how cool you were and...um, how good looking." I felt my skin begin to burn again as the teenager looked coyly at me and added, "And then I showed Mom your picture in last year's yearbook and she fell head over heels for you!"

Michelle took a sip of her beer and said in a serious tone. "I said he was sexy hot, Kelsey...not that I fell in love with him." She reached out with her free hand to grasp my hand again. "Not that falling for him would be all that hard to do." She ran a fingernail over the top of my hand, smiling coyly at me.

"Maybe you should cool your jets a little, Mom," Kelsey said smugly. "You might scare him away."

I stepped into the conversation and said, "Well, things might be moving a little fast, but I'm not planning to run away."

Kelsey's mom smiled at me, still gently scratching my hand with her fingernail and replied, "That's good, John. I hope that this night is just getting started."

We looked at each other for a long time silently...maybe too long because Kelsey said again in that tone of exasperation that only teenagers can muster, "God...go ahead and kiss each other again. I know you're dying too!"

Michelle watched me expectantly and suddenly, I didn't want to disappoint her. I scooted my chair a little closer and leaned into her, sliding my arm around her waist and pulling her to me. We kissed again, Michelle's mouth open and welcoming as our lips met. As before, we both kept our eyes open as we kissed – our tongues already moving together with familiar intimacy. Once in a while, I could see her quickly glance over at Kelsey and my eyes would follow to see the teenager looking at us with great interest and maybe even a little bit of envy, her tongue peeking out to worry at her lips.

When the kiss ended, I ran my tongue over my lips, savoring every bit of Michelle's taste and then gave Kelsey an awkward and embarrassed grin. She gave me that evil grin that she must have inherited from her mother and said, "What's wrong, Mister Hamill?"

I started to reply, then hesitated. How to put all my emotions into words? Here I was, basically making out with a woman I barely knew, but who I already was dying to get into her pants, kissing her in front of her daughter who happened to be in one of my classes and was herself dressed somewhere between sexy and slutty and who was responsible in part for the throbbing erection in my jeans, along with her lusty mother.

Finally, I managed to stammer, "I, um...well, I don't think I've ever French-kissed one of my student's mother before...at least not in front of her."

Kelsey shrugged, making her large, youthful breasts bounce a little in that bustier outfit of hers and said, "It doesn't bother me. You both seemed to be enjoying yourselves. I reckon you must be a good kisser."

"Oh yeah, he is that!" murmured Michelle.

Kelsey shrugged again, her smile seeming to hint that she knew what her movements made her breasts do and that she enjoyed showing them off to me. "I'm happy for you guys. I love my Mom and all I want is to see her happy and I think you're a great guy. If you two hook up, I'll be thrilled." She glanced at her mother and shot her a sly wink.

Michelle scooted a little closer to me so that her leg was pressing against mine. She dropped her hand on my upper leg as she said, "Don't be shy around Kelsey. We've never kept secrets from each other...after all that we've been through, we're too close to do that." She smiled at her daughter, the love that she had for her clearly evident and said, "She knows exactly how horny her mother can get and has never judged me." Her hand stroked up and down my upper thigh, coming dangerously close to the bulge of my erect cock as she added, "And she knows that I'll never judge her."

On the stage, the members of Kansas were again beginning to gather and after staring at them for a moment, Michelle said, "I'm glad we came here tonight, but we've heard most of their hits. How about we get out of here and get something to eat? Maybe someplace quieter where we can talk?"

"Sounds great to me," I replied. "Kelsey?" I asked, looking her way.

She shrugged again, I think for my benefit so I could see her fine, pert breasts bounce yet again and said, "I think I've had enough of the classics for one night. I want a cheeseburger!"

I told them I knew just the place and we weaved our way through the crowd, Michelle holding hands with both of us. I felt like a proud, preening peacock as I led them out, seeing many of the men there eyeing mother and daughter with interest and looking at me in envy or in confusion as to how some average, middle-aged guy had wound up with two gorgeous women.

Michelle asked me to drive as I had only had a couple of beers while she had gotten several bottles ahead while waiting for me to show up. I had no problem with that and led them back to my car...my one vanity possession – a '68 Mustang Fastback. It had been one of the few things I'd walked away from my divorce with...back then, being little more than a shell. Much of my time since had been spent restoring my Mustang.

Both ladies were very impressed with my metallic blue Ford, although Kelsey fussed a little as she clambered into the back seat. "Wow, this is really cramped," she muttered as she bent over and wiggled her way in...at different points offering a premium view of her tight, blue-jean clad ass and then as she pulled herself in, appeared to almost have her firm breasts fall out of her bustier.

I felt my face burning as I looked up from the view of her breasts on display to see her mother watching me with amusement while she told Kelsey, "Don't complain to me about how tight it is in the back – I think you were conceived in the back of a Mustang just like this...only it was painted green."

I held the door open for Michelle and she got in after pausing to give me a quick, but very wet kiss. As I climbed in and fired the engine up, Michelle scooted over as close to me as she could in her bucket seat and said, "You know, some people say when a guy owns a car like this, he must be compensating for something else." She glanced back at her daughter who was hovering close to us on the edge of the back seat and in full view of Kelsey, reached over and ran her hand over the bulge in my jeans, assessing the size of my erection. Giggling, she turned and looked back at Kelsey and said, "Nope...not compensating for anything here!" Then, in a slightly softy and huskier voice, she said, "Very nice, John!"

My ears were singing as the blood pounded in my head, my face feeling like it was on fire as I tried to get my mind around the fact that a student's mother had just blatantly groped me in front of her daughter. I tried to laugh it off and leered at Michelle and admonished her jokingly to, "Behave now, I don't need any more distractions than you two ladies while I'm driving."

Both ladies giggled at my comments as I moved through the eastern side of Indianapolis until we reached a well known burger joint, its rundown appearance being no indication of the quality of the food. Soon, we were chowing down on the best burgers in town as we talked. I discovered that Michelle was a Nurse-practitioner in an ER in a local hospital and had been married once...divorcing Kelsey's father after he abandoned them when Kelsey was seven years old. She had been working as a secretary for an insurance agency, but went back to school for her medical degree while working and raising Kelsey.

"Wow...that had to be hard and the fact that you obviously did a fantastic job raising her says a lot." I looked at Kelsey who was sitting next to her mother across the booth from me, the two of them a vision of youthful and mature sensual beauty. "You must be proud of your Mom."

Mother and daughter eyed each other, smiling affectionately at each other and then Kelsey replied, "She's the greatest! I'm glad things were the way they were. It just made us closer!"

Michelle glowed with love and motherly pride. She leaned over and kissed her daughter on the corner of her mouth and said, "We did it together...just the two of us. I love her more than anything!"

Kelsey blushed and shivered a bit and reached out and squeezed her mother's hand. "I love you, Mom," she murmured and leaned in and kissed her mother back, a little more fully on the lips than the previous kiss." Both were blushing a little now and I felt a little flushed. I hoped my face didn't reflect how erotic my view was...the two sexily dressed women kissing was turning me on and somehow, knowing that they were mother and daughter made it even hotter.

Kelsey recovered first and looking at me speculatively, said, "But maybe...maybe Mom might find room for someone else in her life, Mister Hamill. You interested?"

It was Michelle's turn to be embarrassed. "Kelsey! And you're always complaining about how I lack subtlety!"

I laughed and said, "That's okay. I'll be honest...this evening has been like a wild roller coaster ride and my head is spinning, but..." I reached out and took Michelle's other hand in mine. "I like roller coasters and I'm having the time of my life."

Michelle's eyes went a little wide and her face softened a little with a joyful expression and she sighed, "Oh, John...that's so sweet! She stood up as best she could in the booth and leaned over and kissed me on the mouth, her tongue slipping into mine for a rousing kiss.

Between the background chatter in the diner and the wet noise of our kiss, I almost missed the soft, muted sound of tattered, worn cotton splitting and might have not even registered the noise if Kelsey hadn't said in a laughing voice, "Mom, I think you've had a wardrobe malfunction!"

Michelle broke the kiss, moving back to sit down as she looked down at the front of her T-shirt and made a funny "Eek!" sound as she and I both saw that her worn material of her shirt had split in a long line of maybe five inches where her left nipple had been nearly poking through the deteriorating fabric to reveal her swollen nipple – a dark nickel sized nub that was a half inch long as well as a sizable portion of her left breast. My aching cock let go with a sudden spurt of precum as it throbbed hungrily at the sudden appearance of a magnificent breast.

"Oops," I murmured, both sorry and pleased that I wasn't carrying a jacket to offer her some cover.

"Damn...and I liked this shirt. It was one of my favorites!" muttered Michelle as she tried to pull the torn cloth back together, but only proceeded to make it worse as the tear widened. "Damn!" she repeated and then looked up at me with a silly grin as she clapped her hand over her exposed breast and said, "I guess maybe you should run us home before I get arrested for indecent exposure!"

I glanced around and saw that a few other customers had noticed what had happened and were staring with great interest. "I doubt anyone is going to complain, Michelle," I said with a teasing tone, maybe happy to have someone else besides me feeling off-balance. "But, maybe we should get going."

I tossed down money for the food and tip and then led the ladies out, Michelle with a hand on my shoulder and another around my waist as she pressed herself against my back to minimize her lack of coverage. Glancing back, I saw she had an embarrassed but also proud expression on her face, acknowledging the winks and whistles of her new admirers in the diner.

Once we were back in my car and moving back across town, Michelle relaxed and dropped her hand away from her breast, leaving it exposed in the flickering light as we passed under street lights and by brightly lit business signs. That proved to be a distraction as I kept glancing over to admire the sloping curve of her breast and her swollen and delectable looking nipple.

At some point, I think I might have swerved slightly and she leaned close and said, "Pay attention to the road, sweetheart," even as she added an additional distraction by again dropping her hand into my lap and slowly rubbing my jean covered cock. From the back seat came amused giggling from Kelsey that did nothing to assuage the arousal I was feeling.

Finally, we arrived at their home – maybe a mile from my own small house. Michelle and Kelsey lived in a late nineteen twenties Craftsman style house that was well kept up with beds of now burgeoning flowers, responding to the unseasonably warm weather this early in the Spring.

Under the illumination of a bright streetlight, I could see that the rip in Michelle's T-shirt had widened and her entire breast, a lovely and meaty gourd-shaped tit was exposed. She turned in her seat to face me, unashamedly showing off her magnificent breast. "I think I speak for Kelsey when I say we've had a lovely time, John." Michelle murmured, her voice a little hoarse.

"It's been my pleasure, Michelle. I hope we can...see each other again...soon." I watched as her pleasure at my words seemed to make her nipple swell even more.

Michelle glanced back at her daughter in the backseat and from the edge of my vision, I sensed movement in my rearview mirror. Michelle licked her lips and said, "Would you like to come in, John?"

My heart was pounding with excitement, but I was trying to not go overboard and ruin the moment. "Well...it is getting late and I don't want to keep y'all up."

Michelle leaned in and with the one hand still resting on the bulge in my jeans, she reached out and turned off the motor and handed me the keys. In a voice that was low, but dripping with excitement, she said, "John, I want you to come in." She looked back at her daughter. "Kelsey doesn't mind in the least, do you, darling?"

"Nope!" came Kelsey's quick reply. "You two have been having a wonderful night...I don't see the point in stopping now." She was in shadow, but I knew that she was smiling – that her pleased, tongue peeking grin was on her face.

I reached out and stroked Michelle's face and replied, "Okay...let's go in!"

I climbed out and flipped up the seat for Kelsey and still complaining about the tight quarters back there, she wormed her way out, stumbling as she emerged to fall against me. I caught her, but suddenly found myself with my arms full of luscious, young woman. Kelsey pressed herself against me as she regained her balance and I was helpless and unable to resist looking down to see her breasts ready to spill out of her bustier...her aureoles now visible above the black fabric of her top.

She glanced down and then looked at me slyly as she murmured, "Whoops...sorry about that." She moved past me, her breasts dragging across my chest as she headed up the walk, digging house keys out of her tight jeans.

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