A Big Problem Pt. 02

When they woke up the next morning, neither Andrew nor Warren spoke a word about the previous night's goings on. Warren had no idea Andrew had seen his mom giving him a blowjob the night before. Normally everyone would venture to the kitchen for breakfast, but Warren made an excuse about wanting to go work out. He packed his bag quickly and left. When Andrew made it downstairs, he found a note from Stacey saying that she'd gone to the grocery store.

The rest of the week continued in a similar fashion. Warren was dodging Andrew. He felt guilty about what happened with Stacey. Andrew was dodging both Warren and his mother. He was afraid Warren would be able to sense he had seen what happened, plus he was having trouble dealing with the fact that he was now masturbating regularly to the image of his mom sucking Warren's huge cock. Stacey was, in turn, dodging both Andrew and Warren. She was terrified Warren would tell Andrew what happened. She had strongly mixed emotions about her actions with Warren regardless. She needed some time to figure out how to handle the situation properly. With everyone avoiding everyone else, the trio successfully made it through the week without any meaningful interactions whatsoever.

Then Saturday night rolled around. Andrew was out with his girlfriend again. Stacey was drinking wine and watching zombies again. And Warren was headed to see his best friend's mom again. Even though it hadn't been discussed, Stacey was smart enough to know that Warren would likely be showing up any minute. She was nervous and running ahead of her usual drinking pace.

Warren pulled into the driveway of his second home. He was nervous. He didn't know how Stacey felt about what had happened. But his hormones had been in overdrive since she pleasured him the previous weekend. Warren walked to the back door, just like last week, and knocked.

"Hey, Sweetie." Stacey greeted Warren with the usual hug and usual kiss on the cheek. She did her best to act like everything was normal.

"Hi, Mom." Warren was visibly anxious. He was also disappointed that Stacey was wearing her long bathrobe, concealing her body.

"I'm watching zombies again." Stacey started walking back to the couch. Warren prepared himself a large glass of wine. He didn't bother to ask first if it was okay. Warren took a few sips while still in the kitchen and topped off his glass before joining Stacey on the couch. He sat next to her, but not too close.

Both did their best to stay focused on the show in the dim light of the television. Warren snuck peaks at Stacey when he could, hoping she was unaware. She was aware. Mid-episode, Stacey got up to fill her glass. While she was gone, Warren scooted a few inches closer to Stacey's spot and hoped she wouldn't notice. She noticed. After returning from the kitchen, she sat back down, tucked her feet up under her legs and scooched next to Warren. She hugged his arm and laid her head on his shoulder.

"My big boy," Stacey said and squeezed his arm. She didn't realize the pun until Warren giggled nervously a little. "Oh, God. I can't believe I said that!"

Warren was full out laughing now. Stacey joined him. With the tension broken and some alcohol in their systems, they started with small talk.

"So how was your week?" Stacey asked.

"It was good. I worked out a lot. I feel good about that." Warren had worked out like a madman to burn off all the energy and tension that had been burning like a furnace inside of him last weekend.

"I can tell," Stacey complimented as she squeezed his bicep. "Did you see your girlfriend?" she probed.

Warren had already imagined this conversation multiple times and had his answers prepared. "She's not really my girlfriend. We just went on a couple of dates. And no, I haven't talked to her. I've had other things on my mind."

"Like what?" Stacey knew she was being led.

"You know. Things like last weekend." Warren held his breath and awaited Stacey's response.

"Ah, yes, of course. Last weekend. I thought you would probably be thinking about that a bit." Stacey had also had this conversation in her head multiple times during the previous week.

"A little more than a bit. I've barely been able to sleep. I'm worried that you might regret what happened. And to be honest, I'm also having a hard time keeping my hands off myself thinking about it," Warren confessed jokingly.

Stacey liked the idea of Warren playing with himself while he thought of her. She wanted to see his big problem again. "It's okay, Sweetie. I don't regret it. I felt bad for you. You deserve to have someone be nice to you like that." She ran her fingers through the back of his hair, gently massaging his head.

"Really?" Warren's voice was a mix of relief and hope.

"Really." Stacey reassured. "It's okay." Stacey leaned up and kissed Warren on the cheek. "Are you still worried about, you know, your big problem?" She looked down at his crotch. There was a visible bulge in his gym shorts. A big one.

"A little, yeah." Warren looked down.

"I've been thinking a lot, too." Stacey got up from the couch and stood in front of Warren, looking down at him imposingly. "You cannot say a single word to Andrew about what happened. Do you hear me?"

"Yes, Ma'am," Warren reassured her. "I haven't said anything. Not a word. I promise." He was terrified.

"Good." Stacey continued. "Now...I was thinking that I should help you out some more." As she spoke, Stacey untied her robed, opening it to reveal red lace panties and matching bra on her otherwise naked, tanned, and toned body. After letting Warren enjoy the view for a moment, she dropped her robe and eased herself down to her knees between Warren's legs. With Warren's help, she pulled down his shorts and underwear. Warren was already fully erect in anticipation. His cock clapped audibly against his abdomen on its recoil as it sprung from the confines of his clothing. Stacey grabbed his erection by its base. She sighed in awe at seeing it's girth and feeling it in her hands again. Looking up at Warren she teased, "Is that big, thick, beautiful, hard cock for me?"

Warren could only manage a nod. Stacey went to work on his cock. She was much more aggressive and sloppier this time, gagging herself as she tried to get as much of Warren's cock in her mouth as possible. Warren held Stacey's hair without her needing to instruct this time and helped guide her to where he wanted her to go. After a few minutes of this, Stacey rose from her knees and straddled Warren. She kissed him passionately as she lightly slid her panties along his length. Warren could feel her warmth and wetness. Stacey pulled down her bra enough to allow Warren access to her nipples. She guided his head to her breasts. He licked and sucked her nipples in turn.

Stacy pulled Warren's head from her chest. "I've decided that it would be irresponsible of me to let you out into the world without teaching you how to use this thing." Stacey held Warren's dick in her hand as she spoke of it.

"What do you mean?" Warren either didn't understand or couldn't quite believe what her words implied.

"I'm going to teach you how to fuck, Sweetie. Starting tonight. You do want to fuck me, don't you?"

Again, all Warren could muster was a nod. He couldn't believe his good fortune. His highest hopes in coming over were that Stacey simply not regret what happened the previous weekend and maybe, just maybe, get a repeat performance. He never let himself believe that sex with her was realistically on the table, even though he had been jerking off to the idea for months.

Stacey ambled up from Warren's lap and led him to her bedroom. "Now, just do what I tell you, okay?" Warren nodded. "You're a great kisser and I like the way you played with my tits. So far, you're batting a thousand. Different girls like their nipples played with in different ways though, so you just need to pay attention to their breathing and body language. It's like a conversation without words." Standing next to the bed, Stacey began kissing Warren again and then led him back to her breasts. "Good. That feels nice, Sweetie."

Stacey unclasped her bra, making a mental note to teach Warren in the future how to do that himself with ease. She then removed Warren's shirt and guided him to the bed to lie down on top of her, still kissing and playing with her breasts. Warren's shorts had found their way back on during the walk to the bedroom. Stacey reached down to slide them down. Together they tossed them to the floor. They were both naked now except for Stacey's panties.

"Now start gently rubbing your cock against my panties as you kiss me," Stacey directed. Warren did as he was told. He gradually increased the pressure and speed, humping her and trying to use her breathing and body language as cues as instructed.

"Sweetie, have you ever gone down on a woman before?" Stacey surveyed.

"A couple of times," he answered.

"Good. Every man on planet Earth should know how to eat pussy. Period. But for you, it is an absolute must. If you want a woman to be able to handle a cock as big as yours, you're going to have to get her ready. You need to make sure she's warmed up first. Understand?"

"Yes." It hadn't occurred to Warren that he might have put in a little more work than most other guys. He was willing.

"Now take off my panties and show me what you know so far," Stacey ordered.

Warren eased his way down her stomach and slowly removed her panties. She was glistening already. Stacey grasped Warren by his head and guided him. "Tease me a little." He did as he was told. Stacey continued tutoring him. Warren followed her instructions, gaining confidence as Stacey was breathed heavier and heavier. Warren started moving his tongue deeper with Stacey guiding him around her, teasing her clitoris with his tongue. Warren took his time, letting Stacey educate him in the ways of pleasing a woman. "Yes, Baby!" and "Oh, fuck!" were Warren's gold stars.

Andrew carefully and quietly opened the back door and entered the kitchen. He had parked his car down the street and left his shoes outside to avoid being detected. He saw that all the lights were out except the light coming from the television and a dim light in the master bedroom. Stacey's bedroom was adjacent to the kitchen. There was a large walk-in closet to the left and a bathroom to the right as you entered the master suite. Together, the two created a kind of short hallway before entering the actual bedroom. Andrew eased his way unseen into the dark walk-in closet, giving him the perfect view of the back of Warren's head buried between Stacey's legs.

"Yes, baby. That's it. You're gonna make me come." Warren was holding Stacey's ass in his hands now, licking her clit as instructed as she writhed on his tongue and pulled his head into her. Stacey came with a long, loud, moan. She released her grip on Warren's head and he worked his way back up to kiss her.

"That was good, Baby. With some more practice, you'll be a master." Stacey kissed Warren deeply. While their tongues played, she was reminded of the hard cock between her legs now just inches away from her pussy. She reached down and piloted the head, circling and circling her entrance.

"Now you're going to need to go slow, okay?" Stacey warned. Warren nodded. Holding him steady, she tried to prepare herself. It had been a good while since she'd had a really big cock inside of her, and never one this thick. "Okay, now put it in. Just a little at first."

Warren edged his hips forward gently. Stacey exhaled heavily. "A little more," she urged. Warren pushed a little more, his length now decidedly inside of her. Stacey opened her mouth with a silent moan. Her stomach muscles clenched hard. A deep exhale followed. "Oh my God, you're inside me... Oh fuck, you're big..." Stacey could feel him stretching her open, pressing against her walls. "Now fuck me, baby. Go slow. Not too deep, just there for now."

Warren began pumping slowly, trying not to put more of himself in than requested. Stacey felt amazing wrapped around him, and he desperately wanted to fuck her madly, but he was scared he would hurt her. Warren managed to control himself.

"Oh God," Stacey grunted intermittently. "Yes, fuck me...I can't believe you're fucking me." Her breathing deepened. "Oh my God. You're stretching me, Baby. You feel so fucking good."

Warren played back, "Do you like that, Mom?"

"Yes, Baby," Stacey breathed back.

"Am I fucking you good?" Warren was in part talking dirty and in part legitimately asking.

"Yes. You're fucking me so good, Baby. Your dick is amazing." Stacey was in part trying to improve Warren's confidence and in part truly amazed at how good his cock felt inside of her. "I'm gonna come, Baby! Keep fucking me! Fuck me harder!" Stacey was nearing climax.

Warren picked up his pace and pushed a further inside of Stacey. "Oh, God! Fuck me! Fuck me! Fuck me!" Stacey chanted as she came loud and hard. Warren didn't stop pumping until she pushed him away. "Whoa, whoa. Give me a minute." Warren slowed down but continued easing his first few inches in and out of her.

It took Stacey a few moments to recover. They kissed as she readied herself for more. "Try to come this time, okay? I'm think ready for all of it now. But don't come inside of me. Never ever come inside of a woman without making sure it's okay. Understand?"

"Yes Ma'am. But where should I come, then?" Warren asked.

"It depends on the girl. At first, I would just come on her stomach or her chest. Later on, you can talk about boundaries. But with me, as long as you don't come inside of me, you can come pretty much anywhere you want."

"Really? Anywhere?" Warren couldn't believe how slutty his pseudo mom was.

"Really. Where do you want to come, Baby? My tits? My mouth? My face? You came in my mouth last time, remember?" Stacey teased with a flirty grin.

Warren went for broke. "I can come on your face?"

"If you do a good job fucking me." Stacey challenged with a devilish smile.

Warren started picking up his pace. Stacey's warm walls felt better than anything he had ever experienced. She continued to encourage him as he did his best to maneuver inside of her.

"Yes, Baby. Fuck me." Warren tried to gradually work more and more of his length inside of Stacey as he fucked her. With each new depth her groans became deeper and more forceful. "Oh fuck!" she moaned. "Yes! God you're so deep! Oh fuck! Keep fucking me!"

Stacey reached down to dig her hands into Warren's hips and pull him deeper inside of her. She wanted to feel every bit of his shaft. Looking down at the Warren's cock buried between her legs, something caught Stacey's eye in the background. It was Andrew, peering at her from the closet with his hand on his dick, stroking it as he watched her get fucked. They locked eyes. Stacey came instantly, her eyes fixed on the boy she had raised. Her orgasm continued with long, sensual, and tortured moan, "Oooooooooooo, Baby!" Andrew stared into Stacey's eyes as she came. Then, panicked at being caught, he pulled up his shorts and hurried quietly down the hall.

"I'm gonna come," Warren announced, unaware of their uninvited guest.

Stunned as she was at the sight of Andrew watching her get fucked by his best friend, Stacey quickly remembered her agreement with Warren and didn't want to give away what she had just seen. "Come on my face, Baby," she coaxed.

Warren ambled up from between Stacey's legs and stood over her on the side of the bed. Stacey leaned up on her elbow, mouth open, tongue out. Warren covered her face and tongue with his load. When he was done, Stacey kissed and sucked the head of his cock making him shudder with pleasure.

"That was good, Baby." Stacey cooed.

"You're amazing, Mom." Warren couldn't believe his good fortune.

Stacey was anxious to get Warren out of the house so she could find Andrew. She was terrified of what he was thinking. "It's getting late. You'd better hurry before Andrew gets home."

Warren, disappointed that he wasn't going to get to stay longer, got dressed in a hurry at Stacey's behest. As she ushered him out the door he hoped aloud, "Next week?".

Stacey nodded. "Yes, Baby." She kissed him and closed the door.

As soon as Warren was out the door, she grabbed her phone to text Andrew. "Are you okay? Where are you? He's gone. Please come home. Please."

Andrew was still hiding in the yard watching Warren pull out of the driveway when he got Stacey's text. He was terrified, but he knew he would eventually have to talk to her about what just happened. He walked to the back door and into the kitchen, immediately looking for something alcoholic to drink. There was still some wine left, so he poured some into a plastic cup and started gulping it down. Stacey heard the noise in the kitchen.

"Are you okay, Baby?" She walked through the living room, still naked, grabbing the robe from the living room floor and covering herself. "I'm so sorry you saw that." She sat down across the kitchen island from Andrew. "I can't believe what you must think of me."

"I just," Andrew stammered. "I don't understand. How did this happen?"

Stacey did her best to explain. "Well, Warren came to me with a problem. He said that none of the girls that go out with him will do anything with him because he's so ... you know, big."

"Yeah, I've heard the stories." Andrew acknowledged grumpily. He wished that he'd had at least one such complaint along the way. However, he was grateful he hadn't had any other complaints either.

Stacey continued, "I felt bad for him. It's not fair that you and all your friends are out there fucking your brains out and Warren doesn't get to. I don't know really know how it started, but it did. I'm trying to help him learn how to overcome his anxiety about it and learn how to deal with his, you know, ...bigness, so he can help his girlfriends manage it. I'm really sorry, Baby. I know it had to be weird for you, seeing me like that. Are you okay? Are you mad? Do you hate me?"

"I don't hate you, Mom. I mean, it was weird as hell. But it was hot as fuck, too. I mean after I saw you last week, I ..." Andrew couldn't finish sentence.

"Wait. You saw that?" Stacey had no idea.

"Yeah. I came home last week and saw you sucking his cock in the bathroom upstairs." Andrew revealed.

"Did you see..., you know, everything?" Stacey held her breath.

"You mean did I see him come in your mouth?" he said bluntly. "Yeah."

Stacey broke eye contact with Andrew and looked down.

"It was really fucking hot, Mom." Andrew was still hard from earlier. He hadn't been able to come before he was discovered and was still being driven by desire. "I couldn't stop thinking about it all week. So, I came home early. I wanted to see."

"You wanted to see what?" Stacey asked.

"I wanted to see you suck his cock again. I wanted to watch him fuck you." The room fell silent after Andrew's confession. Not being able to stand the silence Andrew muttered, "I'm still hard."

Stacey was reeling. She had no idea what to say. "Baby, I'm sorry," was the best that she could do.

"You're not mad, are you?" Andrew asked.

"No. No, I'm not mad, Baby," Stacey reassured.

"I mean, it seemed like you liked it when you saw me." The wine that Andrew had guzzled was beginning to have some effect. That, combined with his raging hormones, ushered Andrew down a risky path. He reached down and pulled his cock out of his shorts. "It seemed like you really liked it when you saw that." He looked down at his erection then back at Stacey.

Stacey's mouth opened as she gazed at Andrew's dick. "Baby, no. I mean, yes. I mean, I'm not mad that you were watching me." She paused. "I liked you watching me, okay? But we can't...you know. I'm your mother, it's wrong. We can't be together like that."