How to Fill an Empty Nest Pt. 02

"Your mom is a beautiful woman Trish and she is much more aggressive sexually then I ever have been. She is more like Katie when you think about it; she would have to be to get your father to accept his place in her life." Donna told her while putting her arm around Trish's shoulder.

"So since Katie is like my mom do you think she can get her dad to accept the two of you being lovers?"

"I don't know sweetie, I don't want to think about any of that yet. I guess it's a cliché but it's true right now, I'll cross that bridge when I come to it."

The two of them talked some more and it was Donna that noticed the time first. It occurred to her that Katie had been gone quite some time and she wondered if Trish was going to be right.

Sure enough a few minutes later Katie returned with really hunky looking guy on her arm. She was obviously out of breath and her hair was a bit of a mess too.

Donnas' imagination ran wild as she looked at her daughter and this gorgeous young man next to her.

"Hey ladies, I want you to meet Scott. He kind of ambushed me on the way to the bar and well we kind of got distracted for a bit. Scott this is Trish my best friend and this is mom!" Katie said with a giggle.

"Goddamned girl, we are dying of thirst here thanks a lot!" Trish teased.

"Nice to meet you both," Scott said and then it registered.

"Did you ...Is she really your..." He stuttered looking right at Donna.

"Oh my god calm down, no she isn't my real mom but I wish she was. She's me and Trish's friend from school, we just call her mom to tease her because she's older than us!"

"Well I'll tell you this whoever's mom you are they sure are a lucky kid because you are smoking hot. As a matter of fact all three of you are amazing looking!"

Donna shoved her elbow in Trish's side as if to say I told you so and thanked Scott for the compliment.

"Sweetie would be a doll and get the three of us a drink. I'm gonna sit with my girlfriends for a bit okay?"

Since he already knew he was gonna get lucky tonight Scott didn't mind putting out for the drinks. He wondered in his own fantasy world if either of Katie's friends could be persuaded to join them tonight. Even if they didn't he felt lucky as hell because he had seen Katie here before but she was always taken before he had a chance to make a move. It was only providence that brought them together tonight.

She had literally run into him on the way to the bar and knocked him down. After she had apologized and helped him up she dragged him to the side. In only a few moments they were making out and she led his hand to her pussy to let him know there were no panties there.

He wanted to do it right here in the club, maybe in the upstairs lounge but she nixed that idea. She had pulled his head to hers and told him they needed to go to her place because her roommates liked to watch her have sex. She asked if that bothered him and he had told her he couldn't care less as long as he got her naked tonight.

Now as he was getting them all drinks he wondered if either of the other two hotties at the table were her roommates. He could definitely get off on performing for either or both of them. He hoped her roommates weren't guys though because that might freak him out a bit. Not that he was homophobic but if it was his choice he would prefer not to be naked in front of another dude.

He always got strange reactions in the locker room when he was in high school when he played football. He had no idea at the time but when he would strip with the other guys that would all get quiet and he wondered why until he realized that his cock was easily twice as big as the next biggest guy in the room. He had even had a close friend of his make a comment to him that if he there was ever a cock that would make him gay it would be Scott's.

Since then he preferred not to get naked with other men and it all had worked out fine. He did definitely appreciate the silence he received when he pulled his pants down in front of a woman. It was almost as if they were in awe when they saw it, some of them even looked scared.

It even went as far as his own mother acting out of sorts when she discovered her son's size one day in the bathroom. He had been drying himself off one day when his mother Elizabeth came in to replace some towels. His cock was soft and was hanging down his leg when she stopped in her path. She stood there for more than a few seconds and he swears to this day she licked her lips as she was staring at it.

She had turned and stutteringly apologized profusely for interrupting him. After that she 'accidently' walked in on him all over the house. He was sure she was trying to get another look at him. Little did she know was all she would have to do is ask because he would show her in a second.

He had been embarrassed the first time but each time he got more and more comfortable with it happening. Even up until the week he was leaving home for school when she had walked in and he didn't bother to cover himself. He just casually turned in her direction and saw her eyes lock onto his cock. He reached down and stroked it a couple of times wand watched as she ran from the bathroom without saying anything. He had been very satisfied as he left the bathroom to see the door to his parents' bedroom closed and overheard his mom calling his name out softly. She was obviously masturbating thinking of him and he wondered if he wasn't flying halfway across the country for school would things escalate between them.

So he was no stranger to incest fantasies and when Katie introduced the cougar at her table as mom he got hard as a rock immediately, all 14 and a half inches of him.

"My god he is huge, I can't believe how big Scott's cock is! Mom you are going to be in for a show tonight, I warn you I get very, very vocal when I'm getting fucked. I'm going to put on a show for you that will forever be burned in your brain tonight! Trish I asked him about filming and he's fine with it as long as we edit his face out later. So the two of you are going to see me take the biggest cock I've ever had tonight!"

Donna was speechless and just had to ask, "How do you know he's huge baby, did you do it already here in the club?"

"No sill mommy, while we were making out I did the hand test, oh you don't know the hand test I bet. Okay well when you make out with a guy you make sure he gets hard first of all then you lay your entire hand palm down on him. From the heel of my hand to the tip of my middle finger I measure five inches. I had to move my palm twice down his shaft and even on the third move he almost filled it up. He has to be more than thirteen inches long! The biggest I've ever had was nine before this so I'm going to get stretched so fucking wide!" Katie said excitedly.

Donna looked admiringly at her daughter and loved the enthusiasm she had about sex. She was secretly hoping that Katie would get this guys number too because she would love to try something like that on for size too!

"I told you Donna, your daughter is such a fucking slut!" Trish laughed.

"Oh yes and I'm going to make my beautiful mommy into one too, aren't I Donna?"

"Anything you want baby, anything at all!" Donna told her.

Katie wanted to tease her future lover some more, "So if I was to tell you to get on your knees and crawl into my room tonight you would?"

"Yes baby."

"What if I was to tell you to suck that huge cock and make it wet before it fucked me, would you do that too?"

Donna was squirming in her seat not from embarrassment but arousal. She could see herself doing exactly what Katie was saying; in fact she had seen herself do just that and more in her fantasies.

"Of course sweetie, anything you want!"

"Hmmmm well let's see...how about if after Scott was done fucking me, would you crawl in between my legs and slowly suck every drop of his cum from my swollen fucked cunt!" she teased and tested her mother.

"Oh god fucking yes... I would eagerly suck your cunt till it was dry of his cum and wet with your juice!"

"Oh my god will the two of you stop please, you're both making me fucking crazy here!" Trish begged.

"Sorry sis I just want to see how committed my mommy is to our new lifestyle!"

"Katie will you ask me to do those things tonight baby, I would love to do all of them and more tonight please?"

"Poor poor Donna, no honey not tonight but again you will do all of that someday for me. I'll do the same things for you to someday but tonight you just get to watch your little girl get impaled by a huge fucking cock!"

Donna tried pouting again only to have Katie giggle at her reaction.

"Baby it's not funny you know. I mean I am so fucking worked up right now I just might come in that room tonight whether you like it or not. I doubt you would have the strength to turn me away if I did."

"Mom I know it's not funny I was just laughing because you reminded me of me when I was a little girl. I would give you that same pout too when I wouldn't get my way, do you remember what you used to tell me?"

"Oh god yes, I guess the roles are kind of revered now aren't they. I use to warn you that if you kept pouting like that your face would freeze in that position."

"Please mommy, it's not that I don't want you to be in there with me tonight. There are so many things I want us to do together, sharing guys is just one of them. Don't you worry either I already got Scott's number and if he knows how to use his tool you will feel it too someday soon. I just want to have you watch me tonight especially since it's been a fantasy of both of ours."

Just then Scott returned with the drinks for everyone and took a seat on the bench next to Katie. It wasn't long before they were locked in an embrace and it seemed like both Trish and Donna were forgotten. That of course couldn't be further from the truth for Katie, she was completely aware especially of Donna. How could she not be, she was sitting on a couch making out with a guy and letting his hands go everywhere on her body. It was making her so hot she knew she was going to have to leave soon to get fucked.

Donna and Katie pretended to not be affected by Katie's sluttish behavior but it was definitely getting to the both of them. It always turned Trish on when she saw Katie with a lover; it was like having a live porn channel in the house.

Donna felt like she was living in her own personal fantasy world sitting and watching Katie do everything but get fucked in front of her. Scott obviously had his hand in her pussy and b y his movements she was betting that more than one finger was inside her. Katie's hand was rubbing up and down the crotch of Scott's pants and as she did she winked at Donna. She wanted her mother to notice how large he was even though it would have been impossible to miss.

Donna had never even imagined a cock could be as big as what was in the young man's pants. She nervously hoped that Katie had been telling her the truth about letting her spend time with Scott someday. She could almost feel the exquisite pain involved in stretching her pussy for that cock while her daughter held it and guided it into her.

Trish grabbed Donna by the hand and led her to the dance floor. Donna hesitantly followed her daughter's best friend and allowed herself to start dancing again. As they did she couldn't take her eyes off Katie.

"Welcome to y world Donna, this is what happens every time we go out. I mean it never bothers me because I do think I have a big voyeuristic side but sometimes I wish..."

"You wish it was you don't you Trish, you wish it was you kissing that guy?"

She was ready to admit it wasn't the guy she wished she was kissing but Katie instead but stopped. She didn't know why she still felt the need to keep that a secret but she did. It of course was the world's worst kept secret because Katie was well aware of her feelings.

"I just wish I was kissing someone, I mean a guy or a girl I would take either one right now!"

"Sweetie it will never happen if you keep turning people down when they come up to you. How about a grown woman would you like to kiss a grown woman?" Donna asked her playfully.

Trish had to swallow hard at Donnas' question, she wondered if Donna was offering to make out with her.

"Ummmm are you offering to..."

"I might be but I was thinking of another mature woman, maybe someone you've known your whole life!" Donna teased.

"Oh my god Donna, Yes I would love to kiss her. I would kiss her just like Katie is kissing Scott." Trish answered excitedly. She knew that Donna was referring to Joanna her mom.

Just then a slow song started and Trish was about to head back to their seats but Donna stopped her. It was 'Everybody Hurts' by REM and Donna pulled her close and they started dancing. Both Trish and Donna could feel their bodies pressed against each other and would probably be all over each other at a different time. Tonight though was Katie's show for her mother and neither of them wanted to step on it.

It didn't stop Donna from doing what she did next. She tilted Trish's head up to hers and told her, "I want you to kiss me honey; I want you to close your eyes and imagine its Joanna's mouth pressed against your own. I want you to imagine her tongue filling your mouth..."

With that she felt Trish move her mouth closer and press lightly on her own lips. Donna opened her mouth to let her know that her tongue was welcome inside. After more than a few seconds of hesitating Trish found herself lost in a long slow sensual kiss with Donna but in her mind it was Joanna she was kissing.

They kissed off and on for the duration of the song and when it was over Trish opened her eyes and stared into Donnas'.

"Thank you Donna, that was wonderful and sexy and hot. I could almost smell my mom's perfume too while I was picturing her making out with her."

"Honey it was my pleasure, you kiss so sweetly too. I hope we can share more of those in the future after you get what you really want." Donna told Trish softly.

"Me too Donna, me too, I'm going to owe you so big if you do what you say you can do!" Trish said shyly. She felt nervous after kissing Donna because even though she wanted it to happen she felt like she was making her cheat on Katie. It was a silly absurd thought and she knew it but it still didn't change the way she felt.

She could see herself sharing a lot more than just kisses in the future just like Donna had said but not until her and Katie had gotten what they both wanted. Katie was on a collision course with Donnas' pussy and she wanted to be on the same course with her mom Joanna. For the first time since this whole idea had entered her head she really believed that Donna might be able to do as she was claiming. Either that or she just enjoyed teasing the poor girl to no end but she doubted that was the case.

Of course neither of them had given any thought to the effect their kiss would happen on Katie because it just had happened so spontaneously.

They started making their way over to the table only to be greeted by a glare from Katie that neither of them expected. It seemed that Scott was also missing for the moment and it gave Katie a moment to speak her mind.

"Trish, what the fuck was that out there? I mean I didn't agree to let you be around for this so you can steal my mother's first time from me! If you're so interested in sharing her with me cant you at least wait until we've been together a few times." Katie said harshly to her friend.

"I know I'm sorry..." Trish started.

"Hey you, I know things are going to be very different between the two of us sweetie but I didn't raise you to be a rude ass to your friends. For you information she wasn't kissing me, well maybe physically she was but in her mind she wasn't. If you had noticed her eyes were closed the entire time." Donna chastised her daughter.

Katie was speechless for a second then thinking about what her mother was saying apologized but was still confused.

"Okay, I'm sorry sis but it freaked me out seeing it happen. It's not like I don't expect it to happen eventually but not yet. What does Donna mean you weren't thinking of her, who was in that pretty head of yours while you shared tongue with my mom?" Katie asked curiously. She wondered if this was finally it, the moment when Trish confessed to wanting her too!

Instead of that though she got hit with the obvious answer that she should have thought of.

"I was thinking of my mom too Katie, I mean I have to confess something to you actually to both of you." Trish said softly as she could but still be heard in the club.

Just then Scott chose to reappear from what had turned out to be a visit to the men's room.

Katie baby, what say we get out of here and head back to your place like you suggested. Maybe your roommates that like to watch might even be there. I hope they're chicks by the way because I don't know how comfortable I would feel with two dudes checking out my gear."

Katie almost wanted to tell Scott to go fuck off but he was there to serve a purpose tonight, him and his fourteen inches of hard cock. She couldn't help wonder what Trish's confession was going to be but it would have to wait till tomorrow.

"Well I hope you're pretty handy taking your foot out of your own mouth because my two roommates happen to be sitting right next to you!" Katie told him smugly.

"Oh shit I'm so sorry ladies; well no I'm not because I'm actually glad that you are the roommates! Katie told me how you guys like to kind of hang back and enjoy watching her put on a show for you. I think that's so cool of the two of you but I also want to let you know that if you get tired of watching..." he said in as cocky a voice as he could muster.

He had been caught off guard by Katie's revelation but he was pretty sure he had made a good recovery.

"I don't want to burst your bubble Scotty but I'm all you are going to handle tonight but...if you don't think I'm enough for you then I can keep shopping these around!" Katie teased him by openly massaging her own tits right in front of him.

"Ummm well no I wasn't saying that...oh what the hell let's just get to your place and fuck I'll worry about being politically correct later!"

"Good answer honey, I can't wait to feel you fill me up with that prize you have! Trish, mom, you guys follow us in a separate cab, we'll meet up but don't be surprised if we start without you!" Katie teased while looking right at her mom.

"Honey, can you wait for us...you know how much I love to see that first penetration from your guy. I just keep picturing it in my head; I mean I feel like it never leaves my thoughts!" Donna almost begged. She wanted to see the moment her little girl would take something that big for the first time to see the expression of lust on her face. She wanted to study her features to see what she looked like when she would orgasm. Most of all she just wanted to be there for every single filthy moment of her daughter being a complete slut for Scott's cock.

"Well since you ask so nice why don't we give the two of you a little head start. Since we are gonna do this for you I want my bedroom all prepared the way I like it okay!"

Trish answered completely forgetting about what she was about to tell Katie and Donna.

As they left the club Donna hadn't forgotten and when they got in the cab she asked, "Trish what had you so serious back there that you felt the need to confess something?"

"Oh Donna, can I wait because it's something that concerns both you and Katie and I don't want to go over it twice. Please it's nothing bad but it's something that I've always felt and now it's become even more obvious," she said cryptically.

It was clear to Donna that Trish wanted to avoid it right now but she didn't seem upset by whatever it was. So she let it drop and instead focused on what Katie had asked for when they were leaving.