The Challenge Ch. 03: The Only Woman

Elle turned to the front door watching Marcia and Ulysses enter, laughing, arms entwined. "Alright, you want some water?" Marcia asked him.

"Sure," he smiled, sitting next to Elle on the couch, putting her arm around her. "Things are going well," he whispered.

Elle nodded, her hand going to Ulysses' lap, rubbing and squeezing his bulge through his pants. "You staying the night again?"

"I am. Want me to sneak into your room when she goes to sleep?" Ulysses asked.

Elle moaned, still squeezing his now erect cock, her hand traveling down its length, the cockhead almost poking out of the bottom of his cargo shorts. "As much as I would love this inside me tonight, no, I want you to make sure her bedroom door isn't completely shut. I want to sneak in on you two when you're having sex. I want to see her in action. I bet she's amazing."

"She is," Ulysses replied, his mouth opening, his tongue meeting Elle's, moaning as she squeezed his rod.

"Ok, here you go!" Marcia entered the living room, seeing Elle snuggling into Ulysses, his arm around her. She handed him a bottle of water.

"Are you two have some special fun time tonight?" Elle asked, playfully.

"Elle!" Marcia shot her a look. "Well, yes, yes we are if you must know. Now then, goodnight," Marcia rolled her eyes and then nodded to Ulysses.

Before he could get off the couch Elle gave him a long kiss on the cheek, "Have fun with that gorgeous woman!"

"Elle, you're silly," Marcia said, rolling her eyes, Ulysses following her down the hall.

**********

Ulysses was perfect, fully agreeing to help Elle get closer to her mother, and doing what was asked of him. He made sure Marcia's door was cracked slightly, so it could be pushed open without much noise.

It was 2am, three and a half hours after Marcia said goodnight to Elle. Elle was sneaking down the hallway, scolding herself for dozing off on the couch. Luckily she knew Ulysses was a machine from their weekend fuck fest back in March.

Elle gently pushed her mother's bedroom door open and crouched down to her knees. She was magnificent. Marcia's back slick with sweat, illuminated by a street lamp from outside streaming into the large window with the shades pulled back. She was straddling Ulysses. He sat on the edge of the bed. Marcia was whimpering, moaning, and breathing heavily.

"Beautiful," Elle thought, watching her mother make love, slowly grinding her hips into Ulysses. She started crawling on the carpet toward them. How badly she wanted to join in. But she couldn't, she had to play her cards right.

Her eyes adjusted to the dimly light room. Elle's mouth quivered, sitting on the carpet, her mother's butt at arm's length distance -- Elle could reach out and touch her. Ulysses' was gripping Marcia's waist tightly, his upward thrusts were few and far behind, he was tired after three and half hours.

Elle inched closer. She placed her hand on Ulysses' foot, notifying him she was in the room. Luckily he wasn't startled by this. Marcia let out a moan, her head thrown back. Elle crept forward more. Her mother's backside was inches away, she could've kissed it, licked it if she wanted to.

As if Ulysses could read Elle's mind, he pulled his cock out of Marcia, letting it slap against her lower back. It was covered in creamy vaginal fluid. Elle's mouth began water. She wanted to clean his cock and taste her mother, licking up her juices. Just as her tongue was an inch away, almost making contact with the cream-covered, massive cock, Marcia spoke up.

"Whew, yeah I'm tired too. Want to take a break?" She asked Ulysses.

"Uh, um, well. Yeah just a minute," Ulysses was buying Elle time to get out of the room. She crawled out of the bedroom as fast as she could, listening to Ulysses shift his weight on the bed behind her. She quickly closed the door back to its original position and rushed down the hall, the carpet muting her foot falls.

Elle went to the kitchen, standing in the dark, "Wow that was intense. I almost tasted her. We're getting so close now. He's gotta come back tomorrow."

She exhaled deeply a few times and just before she went to turn the water on at the kitchen sink to splash some across her forehead, the kitchen light came on, startling her and the person that turned it on.

"Elle!" Marcia screamed, one arm going across her breasts, a hand covering her crotch. "What are you doing?"

Elle tried not to laugh at her naked mother, glancing at her body, making no attempt to be discreet. "Couldn't sleep," she replied with a mischievous smile.

"Oh, uh, sorry about that. I hope we weren't keeping you up," Marcia apologized, shifting her weight to hide her nudity.

"No, no, don't apologize," Elle said, walking toward her mother. "You go back and enjoy that sex. Mmm," Elle slapped her mother's naked ass when she walked by, causing Marcia to gasp.

Chapter 11

The next evening Ulysses was back at the house on the couch in between Elle and Marcia. Earlier in the day Elle asked him to pretend to fall asleep on the couch, while she and her mother snuggled with him. Elle wanted to be playful and test the waters. She was going to mess with him while he "slept" and see what her mother would do.

"Stop!" Marcia mouth to Elle when she was going to flick the bulge in Ulysses pants with her middle finger.

Elle paused, thinking for a moment. She hovered her hand over his crotch once more, grabbing at air, causing her mom to shake her head.

Elle got even sillier and made jacking off motions as if she was stroking an imaginary cock sprouting out of Ulysses' pants.

"Elle! Stop!" Marcia whispered, shaking her head, hiding a smile.

"Big?" Elle mouthed back.

Marcia rolled her eyes, chuckling lightly.

Elle thought for a moment. She then reached over to pull at Ulysses' zipper, tugging at it a few times before her mother looked away from the movie they were watching. Marcia eyes widened, watching Elle tug at Ulysses' zipper.

"No." Marcia sternly mouth, her eyes glaring at Elle. She was giving her the "mom look."

Elle sighed and nodded. She snuggled up into Ulysses' arms, her eyes going back to the movie. A few moments later, she jabbed his side, holding her finger there for a few seconds -- their agreed upon signal that her tests were done, nothing was happening, Ulysses could stop pretending to sleep, Marcia wasn't amused.

Later than evening, Ulysses kissed Marcia on the cheek goodnight, followed by Elle, who walked him to his SUV. "Sorry, maybe another time. I just don't know how to initiate it. I thought being playful might work."

"It's ok, Elle. You and her are much closer now and more comfortable around me and showing affection. It's only a matter of time. If she scolds you when you go back inside, just apologize, and say you were being silly. Perhaps it could lead to some girl talk you know?" Ulysses suggested.

Elle nodded, smiling, and kissed him goodnight on the mouth.

When Elle went back inside, she wasn't scolded harshly, but was scolded nonetheless, "Elle that wasn't nice of you to mess with him while he was asleep like that."

"I know, I'm sorry, I was just being silly."

Marcia shook his head. "He is nice looking, but still, it's not cool to do that to a sleeping person especially when your mother is sitting next to him."

"Well I know, but I know you and him are having sex, right?"

"Yes, but that has nothing do with tonight."

"I know, but I guess I was thinking, maybe he and I could or three of us could and maybe we could all -- "

"Elle stop it! Right now." Marcia cut off her daughter's rambling. "That isn't appropriate."

Marcia kissed Elle's forehead. "It'd be weird wouldn't it? Doing something like that?"

"Might be fun," Elle shrugged, sulking as her mother headed toward the hallway.

"Elle," She turned around, looking back at her daughter, shaking her head, smiling softly. "You're silly. Goodnight sweetie."

**********

The next night would've been the night Elle went to her senior prom. Instead she and mother went out on a date. They had dinner and Marcia said she was taking Elle dancing. There were a couple clubs that allowed 18 year olds to enter. Marcia told her daughter to stick by her at all times, fearful that some creep would be lurking.

"We could pretend we're together. Maybe we should go to a gay club!" Elle joked, poking her mom in the side, before grabbing her hand while they made their way to the entrance.

"No, we can just stay close, alright sweetie?" They walked through the parking lot, holding hands.

"You look great mom," Elle said as they approached the door. They were both wearing white cocktail dresses; Marcia's exposing a bit more leg than Elle's. Elle's hair was styled into long, wavy, locks flowing down her back. Marcia's was in a cute ponytail.

Marcia stopped Elle in the parking lot, not far from the door, "Hey, I'll say it again, you are the most beautiful woman I've ever seen." Elle blushed, not looking away from her mother's eyes, Marcia caressing her face.

"Now then, let's enjoy our, uh, date," Marcia winked, taking Elle by the hand once more.

Elle was in paradise. The club was hot and crowded, yes, but she didn't care. She was dancing on her sexy mother, just like she would've danced with Ulysses if it were him. She was grinding, gyrating, and swaying her hips and butt against Marcia's crotch.

Marcia didn't seem to mind or care, figuring her daughter was just being silly. As the night came to an end, Elle was becoming more tired. Near the end of the last song, she turned around, throwing her arms around her mother, smiling into her face.

"You're my best friend," Marcia told her daughter, whose eyes lit up.

"I, I am?"

"Yes. I have friends, don't get me wrong, but you are my best and favorite one."

Suddenly Elle's eyes closed and she kissed her mother -- hard. Elle held Marcia's face as she planted a five second kiss on her mouth, releasing it with a loud lip smack.

"Elle," Marcia said, looking around her, wiping her mouth with the back of her hand.

"Sorry, just really happy I guess," Elle blushed.

Marcia nodded, taking her hand, "It's ok, sweetie. I'm happy too!" The exited the club, holding hands all the way home. Elle fell asleep on the couch in her mother's arms. Elle didn't know when Marcia walked her to her own bed, and she thought the kiss on her lips she received was a dream.

Chapter 12

"I have great news for you!" Marcia told her daughter one night, after dinner with Ulysses, and after he left.

"Yeah?" Elle said, hugging Marcia tightly.

"I'm being sent to the Bahamas for a photo shoot in June and I'm bringing you with me!"

"You are? Just me and you?" Elle excitedly asked.

"Just me and you," Marcia replied. Elle kissed her once more on the mouth, it wasn't five seconds, but it was a nice hard smack on the lips. Marcia didn't seem to act weird afterward.

**********

A few days later, Marcia returned home, peeping in on Elle while she studied for her final exams. "Hi," Marcia said.

"Hi," Elle smiled back. "How are you?"

"Good, just did a back workout today, it'd been awhile," Marcia chuckled.

Elle, realizing an opportunity, offered to massage her mother's back. "I don't mind, it'll be nice, please?"

"Alright, come on into my bedroom I guess," Marcia gestured Elle to follow. She went to her bedroom and turned the bedside table lamp on.

Elle smiled, sitting on her mother's butt, pulling Marcia's t-shirt up. "Lift up?" she asked, hinting for her mother that she wanted to pull the whole shirt off.

Marcia went to her elbows, reaching behind her shoulder, and pulled her t-shirt up over her head, letting it land on the floor. Lying back down on her tummy, her head to the side, she smiled back at Elle. Elle looked down in amazement. Her back was beautiful. Elle wondered if she had ever thought it was before, or if her attraction to her was awakened. Elle took a deep breath and began slowly moving her hands up and down her mother's back, following the valley of her spine, up and down over every aching muscle. She felt amazing. Elle looked on in awe.

Elle glanced at her mother face, her eyes were closed, and she was moaning ever so softly. "Is this good?" Elle asked.

"Mmhmm," Marcia moaned.

After several minutes, Elle bent down and kissed Marcia between her shoulder blades, looking for a reaction. Marcia cracked a slight smile and Elle did it again, except a little lower, then once more, even lower still. "Such a nice back, mom," Elle whispered.

"Thank you," Marcia whispered back.

Elle kept massaging Marcia's upper back and shoulders, while kissing her way down her spine, stopping only when asked. Elle was going to go as far as she could, hopefully kiss her way to the ass she was sitting on.

Elle stopped massaging and slowly guided her hands to her mother's yoga shorts. Elle slid off her butt, kissing away at Marcia's lower back, her fingers hooking into Marcia's shorts. "I'm going to do it, it's going to happen tonight," Elle thought to herself.

"Elle," Marcia cleared her throat, "Thank you sweetie, I'm going to grab a shower now."

"Oh, right, ok," Elle said, backing away, unhooking her fingers from her mother's shorts, and letting her off the bed.

"Ah, much better," Marcia said, smiling to her daughter. "Thanks again," she said, grabbing a towel and heading to the bathroom, leaving Elle alone on the bed.

**********

"Yes! Yes!" Elle whispered on her bed, her tense body stiffening, going rigid, and shaking while climaxing. It was the first time she had ever masturbated to thoughts of a woman. The woman happened to be her mother. Her legs went limp, followed by her arms, her hand slid off her clit, over her hips and landed on the bed. Elle, lying nude on her bed while her mother showered, thought about graduation the following Saturday. Ulysses was coming over to hang out. Since tonight didn't work out, there was always next Saturday with him, their original plan.

Nothing changed throughout the week between Elle and Marcia. They continued hanging out like best friends. Elle casually bringing up sex with Ulysses, attempted to make her mother feel more comfortable around her. Marcia, giving slight hints that yes, he was great in bed, wished that Elle finds someone that good, but urged her not to base everything on how good a guy is in the sack. Elle sat, three nights before her Saturday morning graduation, listening to her mother's advice.

She wanted to ask her mom if she had ever done anything with a woman, but was far too nervous to do so. In truth, Elle herself didn't want to do anything with a girl, or any other woman. There was only one woman she wanted to experience sex with. As they cuddled on the couch after their chat, Elle knew that the only woman she would make love to was holding her in her arms.

Chapter 13

The evening of her high school graduation Ulysses came over, kissing both Marcia and Elle on the cheek, following it up with a big congratulation hug to Elle.

Ulysses found himself on the couch once more, pretending to be dozing off during a movie, with a woman on each side -- Elle on his left side, Marcia on his right.

Elle wasted no time and began her attempts to unzip Ulysses' shorts. Her mother swatted her hand away, shooting her a stern look. Elle's other hand, hidden under Ulysses', patted him three times in quick succession -- their signal for him to assist her.

Elle went to unzip his pants once more and before Marcia could scold her daughter, an index finger gently touched Marcia's chin, grabbing her attention. "It's ok," Ulysses whispered.

"Elle," Marcia whispered, slowly shaking her head.

"It's fine, it really is. We're adults, let's just enjoy each other's company," Ulysses said, caressing Marcia's face while Elle unzipped his shorts. He slowly reached down and unbuttoned his shorts and then casually fished his amazing cock out.

Elle wrapped her hand around the base, smiling up at her shocked mother, Ulysses caressing Marcia's face, running his hand through her hair. Marcia, her mouth hanging open watched Elle kiss the tip of Ulysses' cockhead, never taking her eyes off her mother. Ulysses was gently guiding Marcia's head closer to his crotch. She watched Elle kiss the bulbous cockhead once more, their eyes locked.

When Marcia was close enough, Elle licked the tip instead of kissing it, and with her hand still grabbing the base of the shaft she pointed the cock to her mother's mouth. Marcia just looked at it. Elle licked it again, a long slow lick, her tongue sliding across the glans, coating it in her saliva. She again, pointed the cock to her mother's mouth, offering her a chance to lick. Marcia quickly shook her head. Elle licked it once more, slower, longer, moaning as she dragged her tongue across, her eyes never leaving her mother's. Elle offered it to her once more.

"Elle," Marcia whispered again, too shocked to speak loudly.

"Please?" Elle whispered in return, smiling softly. She gave the shaft a quick lick.

Ulysses ran his fingers through Marcia's hair, moving a long lock behind her ear for her, "We're just enjoying each other. The three of us."

"Please?" Elle whispered again. She took Ulysses in her mouth, sucking on the tip, and then removing his cock from her mouth with a loud pop, offering it to her mother once again.

Marcia couldn't resist anymore. Slowly she moved forward, her mouth inches from his shaft, and stuck out her tongue, giving it a small lick. Elle's eyes still focused on her mother's, did the same on the other side, and then offered it once more to her Marcia. Marcia licked it again, a bit slower this time, followed by Elle repeating her own lick. Back and forth they went until Elle engulfed the tip, another pop out of her mouth, and an offering to her mother. Marcia paused, glanced up to a nodding Ulysses, then back at her daughter. They stared into each other's eyes for a moment, Elle nodding slowly.

Marcia let it happen. She grabbed the base of his cock and devoured the top, sucking, slurping all over it, then offered it to her daughter. Elle did the same, moaning, tasting her mother's salvia, sucking the tip. Marcia took it back, taking several long sucks from it, before handing it back to her daughter. Their eyes never once looked away, always focused on the other whilst sucking and servicing his dick.

It was like a dam breaking, Elle sat up, quickly removing her t-shirt, her braless tits jiggling, and moved toward her mother.

"Uh, um," Marcia stammered as Elle began to lift up her mother's own shirt. Elle tapped Ulysses three times on his thigh, asking for help. He sat up and removed his own shirt, and then kissed Marcia slowly on the cheek.

"Elle, I don't know," She tried to say, but couldn't get it out due to Ulysses kissing her neck.

Ulysses backed away and Marcia raised her arms, allowing Elle to slide the shirt off. "Elle this is -- " She was interrupted by Ulysses grabbing her face, kissing her slowly. When he was done, Elle did the same, giving her mother a long, passionate kiss on the mouth, leaving her breathless. Elle stood, Ulysses joining her, both of them removing their shorts. Elle went to her knees, eyes on her mother, and began re-sucking his cock, jacking his shaft, while slurping on the tip. Another moan and loud pop followed by Elle standing, naked before Marcia, caressing her face, Ulysses leaning in to kiss at Marcia's neck.

Elle went to her knees in front of her mother, unbuttoning and unzipping Marcia's shorts, while Ulysses kissed Marcia's neck and massaged her breasts.

Elle was cautious, not wanting to scare her mother off too badly; therefore, she didn't immediately go to servicing her mother orally. Instead she pulled her panties down, breathing in her scent, moaning at her aroma and then stood.

Elle nodded to Ulysses and he put his arm around each woman's waist, leading them to Marcia's bedroom. Elle smiled at her mother as the three of them walked down the hall. She wanted her to herself so badly, but she knew she couldn't just rush into it. Ulysses sat on the bed, lying back on the mattress, each woman going with him, kissing his face, neck, running their hands over his body. Elle grabbed Marcia's while it rested on Ulysses' stomach, squeezing it gently, and guiding it down to his cock, Elle and Marcia stroking it together.