Stepmom Helps Out Pt. 02

"Not here," she whispered, but I took her hand gently and entered the room. She stepped backward, looking at my sleeping father. "Your dad might wake up."

"I bet he won't," I said, and took her hand and wrapped it around my throbbing penis. Instantly she was mine, and she pressed her body close and stroked me.

"Tell me what you want," she said, stroking me with both hands as we kissed. "I want you to come."

"Then suck it," I said as forcefully as I could without sounding mean. She looked up at me for a second, her hands still wrapped around my swollen penis.

"No," she said, lowering her gaze. She continued stroking me.

"Think about everything I've learned," I whispered, gently holding her close. "Think about how much fun we had in the kitchen."

"No," she said, still not looking at me. I took my free and and gently lifted her chin so that we were looking right at each other.

"Suck it," I whispered, "Do it right now, on your knees, while your husband sleeps six feet away. Do it before he wakes up and catches you with his son's dick in your mouth. Suck it like your mom sucked your dad, while she called him daddy. Teach me."

She broke into a grin and slowly sank to her knees. She looked over at my dad, sprawled out on the bed and sleeping heavily, and then up at me. The view, with her eyes looking up at me and my dick in her hands, was something I had dreamt of for years.

"Come for me, baby," she said, slowly stroking me. She licked the head of my penis, swirling her tongue around it several times as she gently stroked me. I ran my hands through her hair and sighed as she swirled her tongue one last time and then took the head of my penis into her mouth.

"Mmmm," she moaned softly as she sucked me. She took me slowly into her mouth as I threw my head back tried not to buck my hips. I grinned as I looked down and saw my dick sliding into her mouth as she bobbed up and down on it. I thought of my dried cum and Liz's dried wetness that had covered it and grinned even more.

"Enjoying yourself?" she whispered, seeing the look of glee on my face.

I nodded, and she grinned and continued sucking. She started rubbing herself with one hand as she picked up the pace and sucked me faster. She stroked me with one hand and herself with the other, all the while sucking me faster and faster.

"Oh, god, that's it," I said, watching her tits sway as she sucked me. I wanted to cover her with cum and mark her for the slut I knew she was. I was getting close and so was she, and finally I was unable to contain myself anymore. I gasped and she understood and starting to stroking and suck me faster. I thrust gently into her mouth and came. I had just fucked Liz half an hour beforehand but I came hard in Annie's mouth. My knees buckled and she kept stroking herself as I filled her mouth with cum. She leaned back, letting me slip out of her mouth as she fell back on one hand and stroked herself.

She looked up at me, cum dribbling out of her mouth, and swallowed. What little cum that had escaped dripped onto her tits as she started to come. She spread her thighs wider and started to rock her hips back and forth.

"I'm coming, baby," she whispered, her hand rubbing furiously. I was worried suddenly that the sloshing sound of her hand might wake up my dad, but he was still asleep as she came. I watched her breasts jiggle as she rubbed herself harder, and then, her orgasm ended, she sat down hard. She panted, looking up at me with wide eyes and cum dripping off her chin.

"That was amazing," she said, wiping her chin. I helped her up, and she hugged me. She was unsteady on her feet, and I held for a moment as she regained her balance.

"You'd better get going," she whispered, gently squeezing my spent member. She walked me to the door and down the hall. I stepped into my room and she gave my dick one last, gently squeeze. "Oh, by the way, I have so much more to teach you.