Stepmom Goes to the Prom

"Why not? I bet you'd have a lot of fun tonight if you'd just relax. It's like a chance to be a kid again," Sam replied as he took off his jacket and tie. He looked relieved to have the top buttons of his shirt released.

"But I'm not a kid, Sam. That's the point. Your friends are going to get loud and the police are going to be called and when they come charging through this place checking IDs I am going to be in serious trouble because I'm an adult. You've seen those moms on TV who get in trouble for partying with their kids' friends."

Jillian did think that might happen, but it wasn't what she was most afraid of. Actually she would rather have been out there with Sam's friends than alone with him in a hotel room. She could not shake the tingling she felt every time he touched her. When he was lightly kissing the side of her neck in the limo and softly touching her leg just inside the top of her dress's slit she thought she was going to pass out. All she could think about was grabbing him and straddling him right there in the limo. It was a good thing all his friends were there, though she didn't know if they would have minded. As she looked around the back of that limo there were quite a few hands that seemed to be disappearing in the semidarkness.

"Nothing bad is going to happen," Sam insisted. He crossed the room and held her shoulders in his strong hands. "Just relax and have fun."

Kids, Jillian thought. They think they are invincible. She looked up and saw it in his eyes. He wanted to kiss her. She knew she had to push him away, but his grip was so powerful. She told herself she couldn't escape him. Sam pulled her in and she melted into his arms when they kissed. His lips were so soft. Even though he was such a gentle kisser, she could feel the fire of his passion for her. She knew he wanted to make love to her. And God, the longer they kissed the more she wanted him. Finally, she found the strength to push her stepson away.

"Sam, we can't keep doing that. It's going to lead to trouble," Jillian gasped as she caught her breath.

"But we're supposed to be on a date." Sam flashed that goofy grin she'd always thought was so cute.

"Your friends aren't around right now. Maybe we should go see what they're up to."

Jillian pushed past Sam and got out of the room before anything more could happen between them. The hallway was already full of teenagers and Jillian saw that many of them had brought a change of clothes. While a lot of the guys were still wearing pieces of their tuxedos, but it looked like most of the girls were in different outfits. She saw many flirty little dresses, short-shorts and even a couple girls in just bikini tops and shorts. Apparently more than one of the rooms had large spa tubs in them. Almost all the teens were carrying large plastic cups and she found one of the rooms had a keg shoved in the tub and surrounded by ice. She wondered how they snuck that up to their room! Jillian happily accepted a cup of beer and talked to some of the others standing around. No one seemed to have any clue she wasn't what she claimed and she was even very flattered that the guys were openly flirting with her. Even though they kept looking down her dress she didn't try to adjust it.

Time passed easily and Jillian realized that she'd lost Sam somewhere in the crowd. She was having fun flirting with the younger guys and felt guilty, as she was supposed to be Sam's date for the night. When she told the boys she had to go they told her to come back whenever she wanted. "We'll be here all night," one of them said. She checked all the open rooms and couldn't find Sam, so she headed back to their room. She opened the door and what she saw stopped her in her tracks.

Sam was sitting on the bed with his eyes closed and Emma was on her knees with her face buried in his lap. Jillian stood in the doorway like a statue while she watched her stepson getting a blow job from his ex-girlfriend.

When he heard the knock at the door Sam thought Jill had forgotten the keycard, but when he opened the door it was Emma standing there, not his stepmom. "What do you want?" He asked. He was eager to find Jill.

"I thought we should talk," the petite blonde replied, pushing past him into the room. "Jenna seems nice."

"She is. She's awesome." Sam closed the door and followed her into the room. "Where's Kyle?"

"He's off getting his drink on. I think he forgot all about me when he saw the tequila." She sat on the big, king-sized bed and kicked her legs, making her short dress ride up. "I thought I'd come see what you guys are up to. Where's Jenna, anyway?"

"She, uh, went to get some drinks for us."

"Cool, maybe she'll be gone for a while."

"Listen, Emma, I don't know what you want, but I'm here with Ji … Jenna and you're here with someone else. You should go find Kyle." Sam was trying to be stern, but looking down at his beautiful ex, sitting on the bed brought so many feelings back. He thought he was so in love with her and they'd had so many good times.

Emma hopped off the bed. "Sam, I know I said it's over, but that's just because we're going to different schools in the fall and I think we should be free to experiment, you know, meet other people. It's not because I didn't like you. I miss you. There are some things I miss a lot." As she spoke, she rubbed him through his pants and he quickly came to full attention. It felt like he'd been hard all night, from the time he first saw Jill in her dress. His emotions, mixed with his horniness, made it difficult to resist Emma's advances.

"Emma, we shouldn't be doing this," he stuttered.

"Why not? It feels like you want to." She stood on tip-toes and kissed her way up his jaw line. "Is it because of Jenna? It sounds like you guys are more friends than boyfriend and girlfriend. I don't think she'll mind sharing you." The sound of his zipper going down was impossibly loud against the sounds of revelry coming from the hallway.

"But … " Sam complained, but Emma was already on her way to her knees.

Emma dropped his pants to his ankles and wrapped her small hand around his shaft, not that it she could hold it. Sam was big, only a little longer than average, but definitely thicker, and her fingers could not quite encircle him. But she could open her mouth quite wide and she took him between her lips, sucking as she bobbed and took more and more of him. There was a hint of triumph in Emma's icy blue eyes as she looked up at him from her knees. She did not quite have the technique that Jill did, but her warm, wet mouth felt really good and Sam felt weak in the knees as all the blood in his body seemed to rush to fill his prick. He sat down on the edge of the bed and leaned back, closing his eyes. He tried to hold out because the blow job felt so good he wanted it to last. Although he was wearing Jill down, there was still a good chance this was the only real action he would get all night.

"You don't have to stand in the doorway, Jenna. Come in and join us," Emma said, after releasing his cock with a loud, wet kiss.

Sam's heart seized with fear and his eyes flew open. There was Jill, standing in the doorway watching them. How long had she been there? He was sure this ruined any chance he had of getting his stepmom in bed. Emma was still stroking his cock and he didn't know if he could stop her at this point.

"I can come back later," Jillian stammered. She didn't know what to say. Walking in on her stepson getting a blow job was startling enough, but being invited into the room was something else. She had to remember to react like a date, not a parent. "I don't want to interrupt."

"Don't be silly. We're all friends. You said you thought Sam was cute, why don't you come over and see his best attribute, if you haven't already that is."

Jillian knew the girl was baiting her. Emma was obviously jealous when they met at the prom, but the shock to Jillian was that she was jealous seeing the blonde with Sam. Right or wrong, she wanted to be the one on her knees in front of him. And yes, she knew that attribute very well, though she thought his other big organ, his heart, was his best attribute. The first time she saw her stepson's thick, eight-inch cock she thought it was perfect, like it had been carved by some Renaissance artist. It felt even more perfect inside her and she'd thought about it often since their time together. Jillian was entering the room before she realized she was moving.

"Come on down here," Emma said, tugging Jillian's hand. "I don't think our boy is going to complain if we share him, as long as you don't mind, of course. I could show you some tricks he likes."

"I … I … " Jillian stammered. Sam didn't say anything at all. He just stared down at them with wide eyes.

How did I end up in this situation? Jillian wondered. As if this night hadn't been surreal enough, now she was on her knees in front of her stepson with his ex-girlfriend. Am I really going to do this? I can't do this!

"Can you deep throat?" Emma asked. "He really likes it when you swallow his dick." As if to prove her point, the girl took him back in her mouth and sucked and sucked until she'd swallowed all but an inch of him. Jillian couldn't believe her eyes. She could never have done that. Emma kept him at the back of her throat as long as she could and then started bobbing again. Sam was moaning and he ran his fingers through Emma's short, blonde hair. The teen grabbed one of Jillian's hands and put it on the part of Sam's cock she wasn't sucking. Instinctively, Jillian wrapped her fingers around him and started stroking him. The second she touched his prick her pussy tightened and she realized how badly she wanted him. She even started playing with his heavy balls while Emma sucked him.

"Here, your turn," Emma said, pointing the thick, saliva-slick cock at Jillian.

Jillian took a deep breath and surrendered to her desires. She swallowed her stepson's cock while Emma held it and worked her tongue furiously while she bobbed up and down. She did not even think about it, she just did it. Emma played with him while she went down on Sam and her lips kept hitting the girl's hand. Jillian put everything she had into that blow job, used every trick she knew with her lips and tongue because she was determined to prove she was better than Emma. With her experience she was sure she'd done this many more times than the teen had. Sam's moans and groans grew louder and he twined his fingers in Jillian's new red hair, urging her to go faster. Even though her jaw ached, she did just that, sucking him even harder and then she was rewarded when he came.

"Ohhh … mannnn … " Sam gasped as the first of his jizz exploded against the back of Jill's throat. It was like something out of some crazy dream, having Jill and Emma both blowing him at the same time. He was surprised that both women could be so wild, but especially Emma, who he thought was more of a good girl. He already knew Jill would do some crazy things. Jill's pretty lips wrapped around his cock was a sight he thought he would never see again. He was lucky he held out as long as he had. He watched Jill's face as she swallowed his load and he could tell by the look on her face that she wanted to fuck him. The only question now was if he would get to fuck both girls.

Cum dripped from the corners of Jillian's mouth as she tried to swallow every last drop. Swallowing was not something she usually did, but she was trying to show Emma up. When she was sure she had his full load, she let his cock go. She still wasn't thrilled by the taste of cum, but she'd do anything for Sam.

"Hey, no fair! You have to share," Emma complained. She grabbed Jillian's face and kissed her. Jillian was taken so off-guard she didn't know what to do. Emma pressed her tongue deeply into Jillian's mouth, like she really wanted to taste Sam and Jillian ended up kissing her back. Emma was actually a pretty good, aggressive kisser. When they finished kissing, Emma also licked at the corners of Jillian's mouth to get what she'd missed. Jillian was sure that was quite a sight for a hormonal teenage boy. What could possibly happen next?

"That was pretty good. Looks like you already know what he likes, Jenna. Is there anything I should know?" Emma asked. The girl stood up and then pulled Jillian to her feet.

"Y'know, a blow job is a blow job. I think I know what a guy likes," Jillian replied.

"Here, help me with the zipper," Emma said, turning her back to Jillian.

What does she think is going to happen? Jillian wondered. Though she knew she shouldn't, she tugged down the zipper on the blonde's little blue prom dress.

Sam was freaking out. First he got a blow job from these two babes and now it looked like even more was going to happen. Jill looked a little worried, but she was still going along with everything, helping Emma out of her dress. He wondered if Jill would really hook up with Emma. Had she ever done anything like that before?

Emma pulled her dress down, nearly getting tangled in all that crinoline, and then kicked off her heels, which left her in a tiny blue thong that showed off her round, heart-shaped ass. Her big, perky braless tits stood out proudly and Sam stared at them. She really did have a great rack and they looked so much bigger on her little body. She did not look at all self-conscious about her nudity as she stepped closer to Jill and kissed her again. Jill stood stock still for a moment before responding to the kiss and putting her arms around Emma. Life twitched back into Sam's cock as he watched. While they kissed, Emma pulled the straps of Jill's dress from her shoulders and reached back to find her zipper. Jill seemed to stiffen when she felt her zipper go down, but she did not pull away from Emma. The blonde pulled the tight dress down Jill's body and it pooled at her feet, leaving Jill in a little pair of black panties and her spiked heels. Watching the two nearly naked women making out was the hottest thing Sam had ever seen.

Jillian's head was spinning as the teenage girl kissed her neck and then worked her way lower. Emma already cupped her breasts in both hands and now she was kissing and licking them. Jillian's breasts were so sensitive and when her nipples were played with it was like a direct hotline to her pussy. And Emma was doing an excellent job of exploiting that. She circled Jillian's nipples with her tongue, bringing them to full puckered hardness before sucking them between her soft lips. As she sucked, Emma worked with her tongue too and Jillian moaned and held the girl to her chest. All the thoughts about how wrong this was and how this was just compounding her earlier mistakes were quickly banished from her mind. Jillian thought she was turning into some sort of tramp with no self control. Emma made her feel so good so easily. Emma's fingers pushed inside Jillian's panties and trailed across the smoothness of her shaven mound. Jillian shaved her pussy for the first time today, not liking how her darker brown pubic hair did not match her newly red coif.

The girls fell onto the bed, almost knocking Sam onto the floor. For the moment he was forgotten, not that he was complaining. He was happy to enjoy the show. Jill was on her back and Emma was beside her, still sucking and teasing her tits while keeping a hand busy in Jill's panties. His stepmom's tits were smaller than Emma's, but just as perky and Sam loved the way Jill moaned and shivered when Emma sucked on her pale little nipples. Jill looked so unbelievably hot with that long red hair and naked she almost looked just as good as Emma. No one would have guessed there was almost fifteen years between the girls. Jill ran her hands down Emma's back and then kneaded her ample butt. There was no doubt Jill was as into it as Emma was.

Jillian lifted her ass off the bed when Emma went to pull her panties down. The blonde had been rubbing her pussy, pressing just above her clit and Jillian was dripping wet. God help her, but she wanted more. She needed more. After Emma threw her panties away, Jillian spread her legs wide to give the girl easy access. Emma went right back to rubbing her pussy, but this time Emma pressed two slender fingers inside her and just barely grazed her g-spot with long fingernails. Jillian cried out and arched her back, pushing her sex at Emma's probing fingers. This girl is good, Jillian thought. Emma was still licking and sucking her nipples as she slowly moved her fingers in and out of Jillian, bringing her closer and closer to climax.

Emma turned and nearly kicked Sam in the head as she leaned down and kissed her away down Jill's flat stomach. Sam was surprised to see Jill's cunt was totally shaved as it wasn't last time. He wondered why she would do that if she had decided nothing would happen tonight. Maybe Jill was not as uptight as she pretended to be. She moaned and closed her eyes when Emma started kissing her down there. Sam could only really see the blonde back of Emma's head, but whatever his ex was doing to his stepmom must have been really good because Jill's cries were getting louder and she was twisted this way and that, all over the bed. Seeing Jill getting crazy like that was too much for Sam and he couldn't just watch anymore. He pulled off his clothes and joined in on the action.

Sam found Emma very pliant and she turned so he could kiss her thighs and then zero in on her pussy. She was totally bare down there too, but she'd always kept it that way. She shook when he kissed her cunt and spread her lips open. She was pretty wet before he got down there and when his tongue found her clit he could hear her moans, which were muffled by Jill's pussy. Emma was never quiet in bed. She reached back, fumbling blindly until she found his prick, and then stroked him. For a few minutes the room was filled with moans and whimpers and the wet sounds of oral pleasure.

"Oh God! Oh God!" Jillian cried as she was the first to cum. Emma was sucking and licking her clit while frigging her hard with two fingers and it was just what Jillian needed to go over the top. Jillian was playing with her own nipples with one hand and stroking Emma's hair with the other. She felt like she was in some kind of dirty movie when she saw that Sam was also going down on Emma. She wondered why the girl was moaning so much. Jillian's entire body tensed, overflowing with pleasure and she dug her heels into the bed as her toes curled tightly. The girl was still slurping away at her pussy and had Jillian ramping up toward another orgasm when she pulled away.

"Fuck me now, Sam," Emma demanded, pushing his face from between her legs and rolling onto her back beside Jillian.

Jillian, still in her post-orgasmic bliss, watched as the little blonde pulled her legs back to her chest, exposing her swollen sex to Sam. He threw a quick glance Jillian's way and then climbed on top of Emma. Odd as it was, Jillian's motherly instinct kicked in and she wanted to tell Sam to put on a condom, but she held her tongue. Hopefully Emma was on some kind of birth control. He shoved his cock inside Emma with one strong thrust and her legs fell over his shoulders. With her ankles by his ears he started plunging away inside her. He stared down into Emma's pretty blue eyes, his face s mask of teenaged lust. Emma's mouth hung open wide and she just moaned incoherently as she took every thick inch of his big cock. It was so wrong, but Jillian wished she was that girl. She knew just how good Emma felt right at that moment. The bed rocked with their rhythm and Jillian gave into her urges and touched herself, cramming two fingers into her own pussy and frigging herself to the same rhythm Sam was fucking Emma. The blonde's legs were almost straight up in the air and her big breasts jiggled on her chest as Sam rocked her body.