Keeping a Grown-Up Carlee, Company Ch. 03

He backed out, his cum, and mine were now oozing from her pussy. I liked this Chip a lot already, and it felt good to help, if I really did. I confess, if the situation would lead up to it, I might like to experience the feel of my male partner hand on my balls in a threesome during my orgasm. The feel of our smooth balls rubbing together as we were fucking her was pleasant.

We all three were then spread out on our backs on the floor, and Carlee had her knees-up and spread, "My God you guys, what a finish to a fantastic fuck by my two favorite studs, take a look you guys, I can feel your combined seed coming out of me." She sat up a couple of seconds to take a look for herself, "it's as beautiful as it feels."

And it was sexy seeing her perfect pussy with our combined pies, "I felt close enough to Chip by then to issue a dare, I told him I would take a taste if he did."

We both dipped our tongues in it, and tickled her pussy with the wet tip as she giggled. She loved it having us both lick her, so we took several turns for her pleasure, but did not eat our combined pie, not because we did not want to eat the other guy's spunk, it was because all we could really taste was the lube that was mixed in. Then we all three laid there, and I am convinced we were all in total bliss as we took a well-deserved rest.

Carlee was tired but still excited at what happened, and had to make a statement, "I love you two so much, I am so glad we had this threesome. I love Chip, so much, but not the same way I do you Jeff, and it was necessary to prove it to myself. You both are so dear to me, but what I feel for each of you is not the same. I am so glad you guys seem to like each other too."

"Jeff, I know you really love me to be willing to watch Chip and I fuck in front of you. I know that Chip loves me too, or he would not have agreed to eat me out till I started to spasm, and then fuck me. I have to add, and not be intimidated by my boyfriend watching us, and maybe hold back, you fucked me deep, and hard Chip. If it is only a one time thing, it was one good fuck that I will have to remember always. It is so easy for us humans to confuse sexual pleasure for actual love. I don't want to lose either of you, so I am glad we seem to all be on the same page as to the differences."

Carlee finally shut up, and rolled on her side and did not ask us, she told us to make her the center of a manwich, and we just laid there spooning as one for a while. I guess it was a good way to rest together after a threesome, I was happy to rest as Carlee hugged me, and Chip hugged her.

We laid there about 10 minutes before we realized we all needed hydration, we stayed naked and went to the kitchen to get drinks, there was just such a feeling of joy in the air, as we sat around naked together. I looked at Chip, and I admit, it was a different feeling that I ever had looking at another naked male, we just met, but I felt like we already developed a bond. I wondered how Chip felt about me touching him deliberately during sex, but not for long, as he turned to me and simply said, "Thanks for your help Jeff, and I am sincere when I say that it was something new, and yes it did speed things up. Not only that, but it felt wonderful having you squeeze my balls as I came. After what we just did together, I would do it for you, maybe even more."

A decision was made, or made for us by the fact that we were all covered in cum and lube, to shower. The three of us all got in the master shower, we were only one person over the capacity it was built for, and our little Carlee does not take much room. She insisted on doing us first, and had us stand beside each other as she did each side. He and I were far past being uncomfortable with our bodies touching, even when we changed places, and our cocks touched the others behind. We had to do this, so Carlee could get down with the shower head, and made sure she got our penises, and the area around them lube free.

We all dried off, it was a good idea to get a fresh start, I felt ready for more sex. I loved getting to do a DP with Chip and her, and then watch them solo. But now I really wanted to engage her myself, I just can never get enough of her sex.

We all three joined hands in the bathroom, and returned to the living room not bothering to dress, our clothes was scattered around the room anyway, and I swear, the whole room still smelled like sex, and lube. But we felt rejuvenated, and smelled like fruity body wash. We sat on the floor and Chip and I kissed Carlee all over her body. Now moving freely, no longer trying to not make incidental contact with each other. It was a new feeling, having my bare butt cheek press against another man's. Carlee just laid there so content, enjoying both our attention again.

Chip was finally starting to open up in front of me and made a suggestion that lined up with my wishes, or I guess it was a request.

"If the two of you are up to it, I would like to see you two lovers actually make love, you know, the real stuff you guys do that Carlee has told me about, you two must really love each other Jeff, or your sex would not be as good as she describes it. I have never seen her the way she has been this summer, at first she would give me a play by play on the phone every time you took her, and I would have to masturbate as she did it was so hot, you are the center of her world."

Chip, could see we were ready, and sat down right next to us to watch, and I hovered over Carlee, kissing her on the lips, and just making out, I sucked on her nipples, that had to be getting a little tender by then, but so were my balls, likely chips too. She was horny again, just from the kissing, and all the attention we gave her, her nipples were standing up, and I knew the look that was on her face. But I did not want to just enter her, I wanted to take my time, and make it a larger event.

I figured I may never get to do something like this with a so attentive observer, if any at all, and I liked having an audience. I just let my cock drag over her as we made out. Then letting my knob penetrate her pussy lips, and clit area just as a tease, as I told her how precious she was to me, and to us, and how much that I was in love with her. I had never said any of that in front of anyone, but I wanted her to know I felt it enough to say it in Chip's company, apparently she has shared her feelings for me with him. This foreplay went on for quite a while, we wanted each other bad, but this was not our first time this evening, so I figured we could take some time to just show our love and affection for each other.

Finally, I entered her, but even though I did not need too, I approached it, like it was our first session that day, and started by giving her only a little of it, before, letting her have all of it, as I slowly stroked her. I just wanted to be in her so bad, and I wanted to make it last, and we did, It was a long session. I felt a little bad for Chip as he sat there next to us, with a rock hard cock. Usually sex seems longer than it really is, but we had been at it a long time. I got Carlee off, twice, moderately, I don't think she had another big one in her that night.

We had to be pushing things timewise we had done so much, and I think she had enough of the kissing part after a while, so I started to pump her harder. She was apparently aware of Chip suffering with a hard cock, and she reached out for it, and gave it a tug as she turned her head his way, and brought it to her mouth. She was doing her best, but it has to be hard to suck one guy as the other is fucking you, and hard. Chip like me wanted to get off again too, so he sped up and was basically face fucking her.

Soon, I was getting really close to cumming, watching my sweet Carlee taking her friend's cock in her mouth, as I fucked her helped inspire me, and all of a sudden it hit me, I was ready to finish, and pulled out. I stood up, and finished jerking my load off, shot my cum on her chest, not a lot but the velocity was there, a noticeable amount made it to her face. But she did not even look as it hit her, Chip was beside her, and I could see his knob was just rubbing her lips as he stroked, and getting close to finishing too, he was stroking her like her mouth was a vagina. They were both determined to get another cumshot out of Chip.

Then, just like in a horror movie, I heard another voice in the room.

"Oh My God in Heaven, I missed most of Jeff's cumshot!"

I stood there in shock, holding my still dripping cock in my hand, to see Peggy standing there just a couple of feet from us, with her hands on her hips. We had fucked too long, we got ourselves busted, the only bright side was that it was not during the DP, that would have likely been too much for any of us.

I am pretty sure Carlee, and Chip did not hear her mom, because they were so into Chip's quest for a cumshot. I know this sounds unbelievable, it was to me at least. Chip got his "O" face and started to shoot cum in Carlee's mouth, and seemed to realize Peggy was standing there at the same time. Then again he was facing her, Carlee was not, she had a mouth full of his cock. It was something to see, from my point of view, and in my state, it made it all look like it was in slow motion, ropes of his cum leaving his stiff penis, and shooting into Carlee's mouth, as her mom watched it with me. Oh, the look on Chip's face, you can't stop in the middle of a cumshot.

It was Chip's loud, "Oh Shit" that finally alerted Carlee, who then turned to see her mom, there she was with cum on her face, all over her chest, and some ropes hanging from her chin and coming out the sides of her mouth.

Carlee then realized that we were busted, and busted good, and said,

"I am so sorry mom, I don't know what to say."

In humor, Peggy said, "I am sorry too, I missed most of Jeff's cumshot, but even though I was in shock, I got to watch most of Chip's. I admit, it was a hot scene, the startled look on Jeff's face, Chip's "O" face as it turned to one of terror, I will remember this moment forever. But guys, I have to say, after she finished a short laugh, I had never seen two men have their erect cocks, turn into flaccid boy looking wieners as fast as when you realized the girl's mom you just came in, and on, was standing there."

"Seriously, I am shocked, how could it be anything but a real shock to walk in on my little girl, naked with two guys she has never shared with me that she has been carnal with. Guys, that had just cum in her, and on her. I had walked in on my parents once a few years ago, I will never get over seeing my dads cock for the first time, and it was in my mom's mouth. But I am still in shock, and awe, at what I saw here.

But what can I say, you are all legal, I have to say I am a little jealous of you Carlee. I am on the verge of 40, and never had two men at once. And Chip, you looked especially hot, until your cock shriveled up from fear, but now I know how big and angry looking it gets before it blows. I confess, I had seen it partially hard before, even masturbated thinking about you a few times. After you got through puberty, your voice got lower, and sexy. Then in your late teens when you had on those baggy shorts you liked to wear without anything under them. I could see your stuff up your leg as you sat, and would try to tease you a little, just to see it grow, you don't know how guilty I felt just to be lusting for a guy my daughters age, who I often thought of as the son I did not have. Now I got to see it totally hard, and in my daughter's mouth, for a few seconds that is. Just seeing it that long will probably be good enough to make me go through a set of batteries in my vibrator, starting later I am sure."

"But let's move on guys I am starving, and you guys have to be hungry too, after trying to satisfy my little minx of a daughter. My little girl needs to fix us a snack, but I have to punish you guys, yes, and I mean you two young men specifically, you two have to stay naked while we snack, in fact until I go off to bed. I figure as young as you guys are, I might get a chance to see you both hard again. I am going to take a quick shower while you get our snack ready.

Her mom returned in a sheer robe, well, it was just plain see-through, the type you are supposed to wear a nightie under, but she opted not to. There was no doubt she wanted to see if she could get a rise out of us guys. Carlee had managed to find, and put some panties on. She was putting the sandwiches on the table when she noticed her mom, in the see-through robe, with nothing on under it but her piercings.

"My God, mom, are you after my men, I wondered why you only made them stay naked, you just had to be the star of the show. I have to say you look really hot sitting there showing my Jeff, and Chip your big tits, legs open enough, so they can see your shaved pussy too, why did you even bother putting anything on?"

Peggy, "Well Carlee, they say it pays to advertise, this old slut mom of yours is horny, not only that, I had to punish you, by making you look at your own mom naked in front of you, and your friends. Who are you to talk anyway, did you forget already, that I caught you totally naked, taking on two naked young men? Jeff just finishing cum coating you, and Chip's cock shooting quite a large load of cum in your mouth. You still have cum all over you, especially where it was running out of the sides of your mouth. Look in a mirror, your make-up, is smeared from cum, and you are only in panties, that are inside out, and look to be cum soaked.

I have a feeling what I walked in on was more than just one round of sex with these boys, they look pretty spent, you must have given them quite a workout, you are your mother's daughter. Somehow, I feel like I only saw the end of the final scene in a live sex show, the house still smells like sex, and a lot like my brand of lube, I don't even want to go there. I do have to ask you a couple of questions about you and the boys. Short answers will do. First, was it when you talked me into asking Jeff to stay at the house when I was on midnight shift, and you claimed you were scared to be by yourself that you seduced him, and was that his cum dripping off you when I found you topless, with your bikini bottom barely on at his parents pool?"

"Yes to both mom."

"Just one more, you and Chip, I really was convinced you two were Platonic, was this sex thing with him recent?"

You guessed it again mom, tonight was the first sex for us, and yes, I was the instigator on it to, and it was fucking awesome having both of them.

"Sorry about having to break the news to you, but you are your mom's daughter, I went through a cum slut stage, that's how I got you, and why I put you on the pill early, I still love you, and still jealous."

"Love you too mom!"

"I guess it is a good time to tell you mom, I accidentally saw you and my Jeff bumping ugly's in your bed one day, in fact I watched for a minute, well maybe more like two or three. Jeff's balls were slapping against your naked ass, and it was so hot I had a hard time leaving, you certainly were loving it, your screams is what made me open the door to check on you. Ironically, that was the morning after I first bedded Jeff, I don't care if yours was the first, the only, or one of many, my boys are your boys. It's your nice body mom that makes these young guys want you. I have seen others your age at the gym, and you are one of the few women that are still fit, and super sexy."

"Shut up, you're making me more wet than embarrassed, and look what you are doing to the boys, look at what hearing about this old lady getting fucked did to Chip. I guess we are going to have to make some rules for both of us when in comes to sex in my house, very liberal of course, maybe one is that you have to offer to share when you have overbooked."

Chip was visibly hard yet again, and still growing, after he composed himself he told Peggy, "You are not an old lady, you are a MILF, and look at what looking at your hot body did to me," as he held his hard cock at its base to show her his shaft and knob. "I have to confess, I have been sexually attracted to you too, ever since I went through puberty. I started jerking off to you soon after I found out what a hard cock was for. I purposely would come over in those baggy shorts, without underwear, and yes, I did let the leg of my shorts open up on purpose, especially when you got me a little hard. I wanted you to see my penis that way, I wanted so bad for you to see I was becoming a man. Now you can see I am one, and know how I really feel about you. I am jealous of Jeff for getting to sleep with you, I want to be in you too."

"I am flattered Chip, even if all that is bullshit, I am impressed that you came up with that whole line on the fly!"

We all had a good laugh at that comment, and Carlee decided to even things up, she knew her mom really wanted to be totally naked, she was just self-conscious about her age. We try to tell her how fit and sexy she is, but she thinks we are just being nice. I wish she could see how hot she looks while we fuck, Carlee was not lying about that. I sure don't think about her age when I am balls deep in her bald pussy. It was just too much for her to show up that way in front of her daughter, and friends. Carlee shimmied out to her own panties, then walked over to her mom, and took the robe off of her shoulders to let it drop, and kissed her mom. Peggy then stood there in her glory, but yet speechless. Carlee took care of any uncomfortable feeling she may have had. "Now mom, you are always giving me advice on the proper ways to act at someone's house or a party. If you are going to keep up with us young'uns, and party naked with us, you first have to be all the way naked."

It was a good speech, things became less awkward as it went on, but Chip could not keep his eyes off of Peggy. I could see Peggy was getting turned on by Chips attention to her body, she wanted him I am sure, but like she was with me at first, she thought it was out of the question. Chip, is even younger, just a couple of months older than her daughter. She now had some confidence, and decided to put some bait out there by opening her legs a little, to see if he was being honest about how he feels about her. I could tell that Carlee knew what she was doing too, again she gave her some advice, "Here mom, put your feet up like this," as she put her heels up on the kitchen chair, and spread her legs. Peggy followed her lead, but did not spread her legs as much, she is very limber, and has nothing she has to be ashamed of when naked. Carlee followed up with, "spread your knees open, and your pussy too ma, this pose got me the best oral I ever had in my life from Chip, ask Jeff he witnessed it.

"I can attest," I said to Peggy, "Chip had your little girl Praising God, and talking in tongues." I was not sure she believed us, but she was now showing her hole too, then they both opened themselves up, and Chip and I were treated to the view of the two of them, what red-blooded male can get tired of watching a naked hot mom and daughter's pussy show.

Chip said, "I think your little show, has me worked up again, after Jeff and I clean up the dishes, I would love to be able to compare pussies, and I already was treated to Carlee's."

I actually think Peggy blushed at the thought of having sex with someone she watched grow into a man, and think she was unable to respond to young Chip's offer. Chip and I, doing the dishes, was the girl's idea, they said they wanted to compare our cute little ass's. It was time to decide if either, or both of us, were going to stay there for the night, it was after 1 am closer to 2.

Carlee had a plan of action, "Well mom, I think these two hot naked guys should stay over, I have the bed with the squeaky springs, that might keep you up if someone gets active on it. The guest room queen would be pushing it with the three of us young'uns in it, and we already had our party anyway. Since you already fucked my boyfriend Jeff, you might as well do Chip too, that will make you carnal with both my lover, and my best friend. You might want to let him eat you first, after the skills he showed us today. You were right, you had just caught the finale of a down and dirty sex show we put on. The three of us fucked and sucked enough that he may be a little low on jizz for a while, and I know I am going to have a sore coochie in the morning, these two studs work together well."