The Challenge 3: The Only Woman by tw_holt

Editing thanks go to Todger65.

The Challenge 3: The Only Woman

Chapter 1

Elle was on the treadmill at the gym. She was controlling her breathing, exhaling slowly out of her mouth, sweat beads forming on her forehead, making their way down her face. She switched to the elliptical machine, her thighs glistening with sweat, moving and pumping her legs with each step. Elle thought for a moment that he might see her tight yoga shorts, sports bra, toned and exposed midriff, and finally, after months of chatting, innocent flirting, hanging out for the occasional post-workout protein shake, that he would agree to come over to her home.

Elle didn’t want to be his girlfriend. Guessing he was around 30, she felt he was far too old for her, especially since she’d be leaving for college in the fall. In the back of her mind she hoped that maybe, just maybe, he wouldn’t mind having a little fun for the spring and summer before she left in August for school.

He was so friendly, so gentlemanly, sometimes offering her tips or advice during her workouts. He kept his distance physically from Elle, keeping the slightly awkward friendly hugs to a minimum, removing his arm from her grasp as she walked with him into the coffee shop, patting her on the back and smiling. He always kept things platonic. She thought it was adorable. Elle assumed he was worried that people may get the wrong idea that he was dating this high school student. The truth was that he wasn’t a scumbag. Elle was a girl, by law an adult, but still just a girl. He knew she was infatuated with him and didn’t lead her on or attempt to sleep with her.

Then she saw him. He was alone this time. He would sometimes have a blonde woman with him. One day Elle found out that was his stepmother. He told her they worked out together sometimes. Elle watched him in her peripheral vision, occasionally turning her head to keep track of him, admiring his muscular physique. She moaned quietly to herself from the elliptical machine watching him do bicep curls.

After awhile longer, Elle saw her moment of opportunity. Timing it perfectly, she threw her a small towel around her shoulder, and made her way toward him. She started smiling and waving at him, eliciting a laugh at her silliness, “Hi Ulysses!”

“Hey Elle, how are you?” He asked, coming to a stop, smiling back at her.

“Good! Want to come by my house for lunch today?” Elle asked, moving a lock of her long, blonde hair behind her ear.

“I don’t know, I – ” Ulysses started to say.

“Please! I made a salad, mixed with tuna,” Elle informed him, as if it was the most amazing meal he would ever have.

Ulysses chuckled at her smile, looking around the gym, and thinking for a moment, “I’ll stop by for lunch. Alright?”

“Great! You can follow me. I don’t live far,” she said, pulling Ulysses by the arm toward the exit. Elle discreetly breathed his musky scent in, smiling to herself, wondering if what she planned for that Saturday afternoon would come to fruition.

They sat on stools at the counter in the kitchen, eating, chatting. Ulysses told her about his travel schedule including a trip to Los Angeles next week for photo shoot with a fitness magazine. Elle informed him her mother was a fitness model too, she was on a job and would be back Monday to spend the rest of Elle’s spring break at home with her.

They chatted about Elle’s plans for that evening. She and several other students from school were going to a special dinner held at a man named Bob’s home. He was the sponsor for a scholarship program Elle and three other students were selected for. It pertained to young business entrepreneurs, providing them a free ride to particular four year colleges, as long as they remained in their chosen business majors. Elle had recently been accepted to the University of South Carolina. She was attending the campus near Charleston. Ulysses congratulated her acceptance and stood to leave.

“Well, thanks again for lunch, but I should get going,” he said, stretching slightly.

“No, stay a little longer, I’ll show you around the house,” Elle said.

Ulysses sighed, jokingly, “Oh alright. But then I need to go.”

“That’s Millie’s bedroom,” Elle said, several minutes later, referring to her friendly Yorkshire terrier. It was a half joke. It was actually the guest bedroom, where Millie’s was crated during the day when Elle or her mother, Marcia were gone. The tiny dog usually slept on the floor, on an oversized dog pillow in Elle’s room.

“And then this is my bedroom,” Elle said, arriving at the last bedroom on the right. She entered the room, gesturing Ulysses to follow.

“Cool,” Ulysses said, pretending to show interest. Her room was a typically girl in nature, pink walls, a large collection of stuffed animals on her bed, and a couple small posters of some actor or musician she liked.

“Great,” Ulysses nodded his head. “I’m going to head out now,” pointing to the door with both thumbs.

Elle laughed, pulling at his arm, guiding him further into the room, “Just relax and hang out a bit.”

Ulysses sighed quietly, not really wanting to be in her room with her, when she appeared to be home alone. He felt that could change any moment and didn’t want her mother to be concerned or angry at Elle. He watched her move some stuffed animals out of the way on her bed, several of them landing on the floor. He glanced over to her desk, looking at some of her jewelry and various trinkets, not noticing Elle was standing in front of him.

Ulysses glanced back to her, his eyes widening in shock, when he saw her smile and remove her sports bra.

Chapter 2

“Uh, wow, maybe I should go,” Ulysses said, attempting to not stare directly at her breasts.

“No, stay, this’ll be fun. Come on,” Elle pulled him back closer to the bed.

“It’s just that your mom – ” He started to say.

“Won’t be home until Monday,” She cut him off, putting her hands on his broad shoulders.

“Well I gotta shower, so,”

“We can shower together when we’re done,” Elle leaned in, whispering in his ear, her erect nipples pressing against him.

“Um, I, uh,” Ulysses was running out of excuses. “How old are you again?” he asked glancing over her figure. She was gorgeous. Her fit, toned body was evidence that she was active in sports – a member of the varsity volleyball team at school.

Elle reached behind her, pulling out the elastic tie that held her pony tail together, letting her long hair fall. She smiled, pulling at his hand, “I turned 18 last week.”

“Are you sure?” Ulysses winced.

“I can go get my driver’s license and two other forms of ID for you if you like,” Elle joked.

“I just don’t want you to get in trouble. Are you mad at your mom or something? Is that why you want to do this with a black guy?” Ulysses asked.

“Ha! Nope, me and my mom are like best friends. I’ve wanted to do this for awhile with you, to be honest. I think you’re hot!” She said, getting closer to the bed, attempting to pull Ulysses in for a kiss.

He smiled weakly, “I just, I mean, I’m older, I’m not looking for a girlfriend.”

“Ulysses, relax. I don’t want to be your girlfriend. I’m not going to stalk you, I’m not going to go psycho on you,” Elle said. She leaned in once more to his ear, whispering, “I want to have sex with you.”

“Have you done it before?” Ulysses whispered back.

“A couple times yeah,” She answered.

Ulysses sighed, reaching into his pocket, pulling out his wallet. From that, he pulled out a condom, “It’s always smart to practice safe sex.”

Elle started chuckling, “Yes sir,” she replied, laughing at his small lecture.

“I’ll go and be gentle, alright? We’ll just take it nice and easy, if you feel pain or discomfort let me know, I’ll stop or change things around a bit, alright?”

Elle was beaming, “You are so cute. And I will, I promise. Now then,” she whispered once more, “Let’s begin.”

“Nice and slow?” Ulysses asked again, following Elle down to her mattress, her legs locking around him.

She held his face, kissing him, her tongue lapping at his lips, “Nice and slow.”

**********

Elle’s cries of pleasure were echoing down the hallway. Her bed was creaking, the headboard slamming against the wall, items from the bedside table were landing on the floor as Elle reached over, her arms flailing as she climaxed again and again.

Millie was sitting on the floor, her head was bobbing up and down following Elle’s movements after she rolled on top of Ulysses, bouncing wildly, bringing them both orgasms.

After what seemed like hours she collapsed on top of Ulysses, out of breath, in a heaving, sweaty mess. Running her hand over his muscular, dark chocolate colored, chest, she smiled, “That was amazing,” she moaned.

“Yes it was,” Ulysses said, wiping his forehead.

Several minutes later, they were making out in the shower, “You gonna come back tomorrow?” Elle asked.

“Elle, I don’t know if that’s a good idea.” Ulysses said.

“I told you, my mom will be back Monday,” she reiterated, nibbling his bottom lip.

“Fine,” he rolled his eyes, kissing her back, their mouths enveloping each others. When they finished, Elle went to her knees in the shower, smiling up at Ulysses, grabbing his cock at the base, preparing to suck it back to life.

**********

The dinner later that night at Bob’s was fairly boring. Elle enjoyed herself, but could tell the other students were having trouble paying attention, and were bored out of their mind. Elle paid attention to Bob’s speech about hard work, looking for opportunities to excel and better ones self, and congratulating them on their scholarship.

Elle watched one of Bob’s employees bring out desert, making her way across the large, open dining room. They sat for the next hour, drinking tea or coffee, while Bob and mostly Elle chatted about his businesses, his accomplishments and how he overcame obstacles – much to the three other student’s chagrin. Elle loved talking with Bob. She felt he was like the grandfather she never had. She always stayed later than the other students after the meetings. They would talk about school, her mom’s work as fitness model, and future career options for Elle. It was no surprise to her when Bob asked her to stay for a moment when the other students left.

“Sure, may I use the restroom first?” Elle asked.

“Oh sure, of course. Down the hall, fourth door on the left,” Bob said, walking back to his office.

Sitting in front of his laptop, Bob watched Elle enter the bathroom with the small, mounted camera in the corner of the room. He unzipped his pants, fished out his cock, and began stroking it while watching her slide her skirt down, followed by her thong, and sit on the toilet. He switched to another view from a camera mounted on the ceiling corner behind her. Bob moaned, watching her butt lift up slightly, so she could wipe herself. She slid her thong and skirt back on, flushed, and washed her hands. Bob was zipping up just before she entered his office smiling.

“Elle, hi, please sit,” He said, gesturing to the chair across from him. Bob closed his laptop and folded his hands, looking at Elle.

Bob seemed different this evening. He seemed nervous, slightly flustered, and unsure of how to begin the conversation with her. “Um, Elle, I,” He stammered.

“Is everything ok?” She asked, a concerned look on her face, she wondered if there was a problem with the scholarship. Perhaps it wasn’t going to happen after all.

“Yes, yes, things are fine. I just wanted to ask you something and I’m a little scared is all,” Bob replied, chuckling slightly.

“Oh. Ok I thought you were going to tell me the scholarship isn’t coming through for me,” Elle said, relieved.

“Oh goodness no. You are all set. You’ll be in Charleston in the fall,” Bob reassured her. “No, my problem is that I want to ask you something. I want to offer you, well, a large sum of money to do something that you may not ever normally do.”

“Um, ok,” Elle said, confused.

Bob cleared his throat, reaching to rummage through a desk drawer, pulling out a box and handing it to Elle. “See that? You’ve probably seen cameras like that before. It’s kind of like web camera.”

“Uh huh,” Elle nodded.

Bob gulped, he was having difficulty. Elle wasn’t a woman he was sleeping with or a guy, like the young man that did yard work for him in January; she was a sweet, outgoing, smart girl. “Those cameras can be mounted in certain places. I have software that the video footage can feed into. It’s really neat.”

Bob shifted in his seat, attempting to make the conversation lighthearted as he talked about the camera. He cleared his throat, “Anyway, that’s yours,” nodding to the camera.

“Oh, uh, thanks?” Elle asked.

Bob looked into her eyes, her lovely, light-brown, eyes. “So do you have boyfriend?” he asked nervously.

An image of Ulysses from that afternoon, on top of Elle, grinding his hips, flexing his butt, impaling her flashed in her head causing her to blush, “Nah, I sure don’t.”

Bob nodded, “What about your mother? She’s lovely; I’ve seen some of her work. She posed a couple times in one of the magazines my company publishes.”

“Oh, no she doesn’t. Not that I know of!” Elle laughed.

He nodded and stood, facing away from Elle, peering out the window behind him, seeing a couple students at their cars chatting and then driving off. Bob couldn’t do it. He couldn’t ask her, he couldn’t propose the challenge that he wanted to her. “Would you do anything to help your mother?” he asked, not turning to face Elle.

“Well sure,” She answered.

Bob was thinking to himself, “I have to try; I have see how this plays out.”

Bob turned around and sighed, “Ok.” He reached to another drawer, pulling out an envelope. It was his plan B. He knew what he wanted to ask Elle would be difficult, he knew he couldn’t go through with it, so plan B was giving her the envelope with instructions. This was the better option. To see her face become angry with him, disgusted by him, or worse, disappointed in him, was something he couldn’t bear. They got along so well, Bob really thought she was a wonderful girl, one that fueled a few of his masturbatory fantasies from time-to-time, but a wonderful girl nonetheless. Proposing the type of challenge to her that he had planned in person was terrifying to him. The envelope would have to do. He told her to open it when she gets home. They gave each other a hug, Elle thanking him for everything pertaining to the scholarship and his advice, and headed home.

Chapter 3

Elle recoiled in disgust, balling up and throwing the paper across her room, tearing up the envelope which it contained. She ran out of her room, pacing back and forth in the kitchen, wanting to call Ulysses, but deciding against it. She was angry and hurt. Bob had always been so nice to her, why would he ever ask her to do what he did.

“No wonder he didn’t ask me in person,” she was seething. “Ugh!” she said throwing her hands up in disgust. “Sick,” she said, shaking her head.

Grabbing her jacket, Elle went for a long walk around the neighborhood, thinking about Bob, about the letter in the envelope, trying to figure out why he would ask her to do what it said. The first thing she did when she returned home was throw the camera away. For good measure, she took the trash out, closing the large trash bin behind the house.

Elle tried to forget what she had read as she flipped through the channels on the TV. She shivered again, dismissing it, choosing a show to watch.

About an hour later, she headed to her room, and began cleaning up the tattered, blank, envelope. Tossing the shreds into the trash can in her room, the balled up letter caught her eye. She angrily grabbed it, stopping herself before she threw it away, deciding to read it once more, one last time, reminding herself how gross Bob was.

“I will pay you $20 million to seduce your mother. Use the camera to film it as proof. It will feed footage into my software. If I never hear from you again, I’ll assume you decided not to go through with it. Call me if you have questions or need help with this challenge. You should have my number already.”

The letter contained no signature and no other information or text. She balled it up again, threw it in the trash can, took the trash can and dumped the contents outside in the large trash bin behind the house.

Flopping back down her bed to sulk angrily, she thought about her mother. They were like sisters, like best friends, she was an authority figure, but more like an older, wiser, peer. Elle, lying back on her bed, eyes gazing to the ceiling, thought about how lucky she was to have such a great mom. Her smile faded when she thought about Bob’s challenge.

Thinking to herself, “Why would he think I’m like that? I like guys. Why would he want me to do that stuff with my own mother? I would never hurt her. I would never want her to hate me. He’s sick.”

Elle rolled to her side, still wide awake, “$20 million dollars, ugh, what a pervert. He’s probably full of crap.”

“I’m not even gay,” she said out loud, barely above a whisper. “Umph,” she grumbled, rolling over to her other side.

Elle tossed and turned for the next hour, unable to sleep, unable to think of anything else. Finally she got up, annoyed, marched into the living room and began searching. She was looking at the large book shelf that contained a few photo albums. Grabbing one, she sat on the sofa, turning the lamp on next to her.

The photo album served as a scrapbook for some of her mother’s photo shoots. Elle turned page after page, finding herself admiring her mother’s work. Most pictures were Marcia in a bikini, either on the beach, or swimming pool, modeling a certain name brand. There were magazine covers cut out and placed in the scrapbook. One in particular showed Marcia in unbuttoned, unzipped, daisy duke’s blue jean shorts, pulling her white t-shirt up to just below her breasts. The article was about getting sexy abs and core. Elle shook her head and turned the page.

There were several images of her posing in a bikini in front of a car, smiling back at the camera. Elle got to one photo of her in a thong in front of a nice car. She stared at her butt for a moment before turning the page. The next page was another article cut out. Elle had seen all of the pictures before, but for some reason she blushed when she saw this one. It was of her mother on a beach, appearing to be on all fours, with her back arched and her ass high in the air, only covered by a micro-thong. Marcia was running her hand through her long blonde hair, giving the camera a seductive look. The article pertained to getting a better butt and all the exercises that can help with that.

Elle looked at her butt admiringly for a moment before shaking herself out of the trance and turning the page. It was another article. Her mother was shown in a locker room of some sort. Her hands were running through her hair, her back was arched, and her chest was pushed out. She was wearing a white tank top that resembled a sports bra, showing her entire midriff. She was wearing matching white bottoms that looked more like bikini bottoms. Elle’s eyes trailed over her mother’s body, admiring her decent sized breasts, long legs, and pretty smile. Then her eyes stopped moving. They became fixated on her mother’s mid-section. The photographer must’ve sprayed her with water to give the appearance she was sweating. Her tummy and thighs were glistening with tiny drops of water. Elle couldn’t help but stare at the traces of six pack abdominals, perhaps not as defined as a body builders, but still there.

“Beautiful,” Elle said softly out loud. She shook her head at herself. She closed the book, turned off the lamp, then headed to bed.

**********

The hot shower water trailed down Elle’s back. Ulysses gently squeezed her butt. Her arms were resting around his shoulders as the two slowly kissed, their mouths wide open, closed down on the other.

The two had been having sex on and off for most of the day. Ulysses came by that morning, took Elle out to breakfast, and then home where he stayed until the evening. Elle was different, no longer frantically, wildly riding his cock, but instead was more slow and methodical. Ulysses asked her if something was on her mind, Elle lied, saying there wasn’t.

They ended their kiss in the shower, their tongues recoiling back into their mouths, Elle looking into his eyes, “Thanks for coming by.”

“As long as you won’t be getting into trouble. I know you’re 18, but still,” Ulysses replied.

Elle smiled, resting her head against him, his large hands sliding up and down her back. “Elle, are you sure something’s not bothering you? I didn’t do anything did I?”

“No, no, you’re just fine. Last night at the scholarship dinner was a little,” she paused, trying to think of the right words, “different. The guy that is sponsoring the scholarship sort of disappointed me. He asked me something that,” Elle paused, shaking her head.

“What?”

“It was just inappropriate. You didn’t do anything I promise,” She faked a smile and began kissing down Ulysses’ muscular frame, down to his weakened cock, waking it up for one more session before he left.

After he left an hour later, saying he’ll see her around at the gym, Elle again found herself on the couch looking through her mother’s scrapbook of modeling photos.

Sleep didn’t come easy for her again that night, partly because she was nervous about her mother returning the next day, and partly because Bob’s challenge was running through her mind.

Chapter 4

After a second restless night of sleep, Elle woke the next morning, ate some cereal and waited for her mom to come home. She was actually nervous to see her, “Why am I nervous?” she asked herself. She knew her mother would be home around lunch time.

When Marcia arrived, the nervousness had dwindled a bit in Elle, seeing her mother’s smiling face, feeling her warm hug. Elle closed her eyes with her 6 foot tall mother holding her in her arms. She was four inches taller than Elle, but sometimes she seemed much taller. The embrace ended with Marcia holding Elle’s shoulder, smiling widely at her, “So glad to be home! It was as long, boring flight. I’m glad to spend the rest of your Spring break with you!”

She pulled Elle in for another tight hug, “Did you have a nice weekend?”

“Mmhmm,” Elle nodded, pulling away.

“Good. How was that scholarship dinner Saturday? I was meaning to call you, but I got back to the hotel too late,” Marcia said.

“Oh, it was fine,” Elle lied.

“You ok sweetie?” Marcia said running her fingers through Elle’s darker shade of blonde hair.

“Yeah, just had trouble sleeping, I’m fine,” she replied, looking up into her mother’s matching light brown eyes. She couldn’t help but notice how pretty they were.

Elle cleared her throat, “I was looking forward to seeing you,” she shyly said.

“Awww, my sweet Elle. The feeling was mutual. Let me go grab a shower and we’ll make plans for the week,” Marcia kissed Elle’s forehead and walked off. Elle’s watched her walk away, her eyes trailing down Marcia’s back to her butt, eyes widening as she watched its toned magnificence hugged tightly by her blue jeans.

Elle shook herself out of the trance, “Get out of my head Bob,” she thought.

Later that evening Elle was sitting across from her mother at dinner. Marcia was always fairly affectionate, and usually Elle was too, though slight embarrassment occurred with public displays of that affection, however, on this night, the two women sat at a table holding hands. Elle watched and listened to her mom talk about her weekend, gently caressing her hand with her thumb, looking on her with admiration. Her mother was very lovely. They shared a slightly prominent nose, but nothing freakish, same eye shape and color, and same hair thickness. They mouths were shaped a little different, Elle’s jaw line and chin were slightly wider, and Marcia was of course a bit taller.

“Are you sure you’re ok Elle? You seem sort of quiet and not as energetic as you normally are,” Marcia asked, grabbing Elle’s other hand, caressing it with her thumb as she held it.

“Yeah, I’m fine really. Just tired, plus,” Elle paused, smiling into her mother’s face, “I’m just glad your back and,” pausing again she thought about what she was trying to say, “I’m really proud of you and I love you.”

Marcia smiled, taking one of Elle’s hands, kissing it softly, “I love you too. I’m also very proud of you, getting that scholarship, you’ve worked hard, and it paid off!”

Elle nodded, smiling awkwardly, asking herself why her heart was pounding. Perhaps she knew why, instead she blamed that old pervert Bob for making her feel uncomfortable.

**********

It was 2am, Elle was barely asleep, trying to recall if that was a dream about the talking stuffed animal, or if she was still awake and her imagination was firing off. She sat up in her bed and within seconds thought about Bob and her mother. “This is stupid,” she whispered.

“She’s beautiful though, but it’s sick and wrong, just like Bob,” she thought to herself, standing to stretch, then head to the bathroom.

After forgetting to flush, she made her way back to bed; however, her peripheral vision caught her mother’s closed bedroom door. Elle shrugged and thought she’d check on her. Opening the door, Elle made her way in, slowly walking across the carpet. Marcia’s room was warmer than Elle’s. Elle saw her mother in the dim light, lying on her side, facing away from the door, with a bed sheet coming up to her waist. At the foot of the bed Elle froze, looking upon her sleeping mother.

Marcia was wearing a white tank top, the bed sheet was resting on her waist, and her hands were tucked up under her pillow.

It was either some strange impulse or a sudden burst of bravery that Elle obtained that made her decide to slowly pull the sheet off her mother. The white sheet came down her waist, revealing the black shorts that could easily double as underwear due to their short length, ending where her butt and thigh began, then further sliding down her toned thigh, with Elle stopping at Marcia’s knees. Elle stared blankly for a few moments, Bob’s discarded, cowardly note with a dollar amount in the back of her mind. Elle sighed, pulling the covers back up over her mom, back to their original position. Elle was just about to reach the door when she heard her mother move in the bed, “Elle? You ok sweetie?”

Elle nearly gasped, “Oh, uh, yeah, I just had a bad dream. I thought I’d – ”

“Yes please do,” Marcia rolled onto her back, flinging the sheet away, “8, 18, 28, you’re never too old to get in Mom’s bed if you have a bad dream,” she said, patting the mattress next to her.

“Are you sure? I didn’t want to bother you,” Elle asked.

“Get in here and snuggle,” Marcia patted the bed again.

Elle smiled and made her way back to the bed. Marcia had her arm extended, signaling Elle to come in close, and to lay her head on her mother’s shoulder. Elle found she was nervous once more, slowly lying down next to her mom, her head coming to rest on her shoulder.

Marcia pulled the sheet up, letting it fall where her black shorts began at her waist. Elle’s eyes were wide open, looking down her mother’s body. She noticed her how great a view she had of her breasts. They weren’t huge, but certainly not very small. Elle watched them rise with her mother’s steady breathing, assuming she was drifting back to sleep.

Another burst of bravery found Elle slowly bringing her hand to rest on her mother’s abdomen. It was tight as she figured it would be. Elle took a deep breath, and then began to slowly pull her tank top up, exposing her mother’s flesh. Elle’s hand went back to Marcia’s tummy, gently trailing her palm over her toned definition.

Elle froze, tensing up when she heard something; her heart was pounding when she realized it was a moan emanating from her mother. “Feel’s nice,” Marcia whispered, she wasn’t yet asleep.

Elle smiled, and continued, tracing her fingers over Marcia’s bare skin, admiringly gliding over each muscle. Marcia rested her arm on Elle’s waist and pulled her in tighter. Elle continued her soft touches for several minutes, not thinking of anything other than how wonderful it was to lie here with her. Marcia yawned once more a moment later, stretching her other arm in the air, and grabbed the back of Elle’s head with her other hand. Marcia kissed her head, “Night sweetie.” Laying her hand on Elle’s lower back, Marcia was asleep again in couple minutes. Elle was awake for a little longer, not sure what to think of herself, but knowing that being there with her mom like that felt wonderful.

“Haven’t I always liked this? Cuddling?” Elle asked herself. “I don’t know,” she answered. Another few moments and Elle was asleep.

Chapter 5

The next morning Elle and her mother were at the gym. Marcia occasionally went, but not often, usually due to her hectic work schedule and getting her work outs in while traveling.

Elle was visibly uncomfortable. She would watch her mom, in her midriff-exposing top, tight yoga pants, move from machine to machine.

Marcia asked Elle to spot her went she moved to the smith machine for squats. Elle moved behind her mother, placing her hands gently on her tummy, and bent at the knees behind Marcia when she would bend down for a squat, holding a heavy barbell above her. Elle blushed heavily when her mother moaned, standing back up from a squatting position, and her butt in Elle’s crotch.

Marcia switched to pull ups next –their last exercise. After being asked to spot her, Elle found herself staring directly into her mother’s midsection, noticing the rivers of sweat. She blushed again when her mother told her to hold her waist lightly for her. Up and down Marcia went in front of Elle, her scent filling Elle’s nostrils, her toned stomach inches away from her face. “Ahhh,” Marcia moaned, struggling to pull herself up, reaching the point of exhaustion.

It was Elle’s turn. Marcia was in the same position, Elle’s stomach right in her face, when Elle pulled herself up. Marcia counted quietly, smiling up at her daughter. “Good job! One more,” she said. Elle nearly lost her grip, falling to the floor, when her mom playfully kissed her belly.

Marcia increased her grip on Elle’s waist making sure she didn’t fall, “I gotcha.”

They drank some water, grabbed their bags and headed toward the door. Elle’s eyes shot open when her mother slapped her ass, “Good job today, sweetie!”

Marcia grabbed Elle’s hand and they exited the gym.

On the way home Marcia caught Elle glancing over at her, “What?” she asked smiling.

“Oh nothing,” Elle looked away embarrassed.

“Really?” Marcia asked, skeptically.

“I was just noticing how nice you look. Maybe it’s because we haven’t worked out together in a long time, but you have a really great body,” Elle said, turning to look out the passenger side window.

“Well thank you, sweetie. That’s very nice of you. You do too! I was telling my coworker this past weekend one night after a shoot that you were, without a doubt, the most beautiful young woman I’ve ever seen!”

“Mom! Really?” Elle asked, slightly embarrassed.

“Really!” Marcia replied.

“That’s just because you’re my mom,” Elle sighed.

“Nope. That’s from one woman to another,” Marcia said, reaching to rest her hand on Elle’s thigh. Elle smiled, blushing, looking down to her mother’s large hand on her leg. Elle placed her own, daintier one on top it, gently holding it there for the rest of the car ride home.

Elle stood in the shower, watching the water go down the drain by her feet. Thoughts about Bob, about the money, about her mother swam through her head. “Could I actually do that? Never mind with mom, but with a woman period? I just don’t see that happening – having sex with a woman.”

“What if she joined me in here,” she thought. “Stop, this is insane.”

“Maybe I could try talking to a girl. Maybe even flirt. Maybe it would come easy to me,” Elle discussed with herself.

An image of her mother’s toned stomach popped into view, followed by a hand reaching upward, landing gently on it, and eliciting a moan from her mother’s mouth. Elle shook the thought from her head. Another thought emerged, her mother lying on the bed, her bare back exposed, Elle peppering it with kisses. “Stop!” she said out loud.

“You ok in there?” Marcia asked at the doorway. She must have walked by at the moment when Elle spoke.

“Oh, uh, yeah I’m fine. The shampoo bottle cap is being difficult,” Elle lied.

Later that evening Elle found herself embarrassed once more. She was walking through the living room to the kitchen to get something to drink, when Marcia, reading on the couch asked her about the scrapbook.

“Were you looking my scrapbook?” Marcia asked, as Elle passed through.

“Oh, yeah, I was, sorry. I forgot to put it back.” Elle took the scrapbook her mother was handed and put it back where it belonged on the shelf.

“Do you have a favorite?” Marcia asked.

“A favorite picture?”

“Yes,” Marcia answered, patting the couch cushion next to her.

Elle sat down, her mother putting her arms around her, pulling her in close. “I liked all of them.”

Marcia kissed the top of Elle’s head again, “Thank you.”

“Alright I’m heading to bed,” Marcia removed her arm from around Elle and stood, stretching in front of her daughter. Elle’s eyes moved up and down her mother’s tall frame.

“Can I – ” Elle started to ask.

“Want to join me?” Marcia finished her question. Elle nodded and smiled. A few moments later Elle found herself in the same position from the previous night – in her mother’s arms, her hand on Marcia’s bare stomach, smiling to herself, thoughts of Bob’s challenge fading more and more.

The rest of Spring break was very similar to the first full day Elle shared with her mom. They would go to the gym, go shopping, go out to eat, and usually end the evening on the couch, followed by snuggling to sleep in the bed with Millie down at their feet. Elle said when school starts back up that she’ll go back to sleeping in her own bed. Marcia chuckled, hugging her daughter, saying that was fine, but she was more than welcome to sleep in mother’s bed.

During this time Elle had been thinking more and more, not about the challenge or the money, but about entertaining the idea of talking, flirting, or dating a girl. It would be something she felt she could work up to. It proved far more difficult than Elle imagined it would be.

Chapter 6

Elle sat in class the next week, for the most part, miserable. She couldn’t concentrate, she would lose focus, she would shift her weight in her seat a lot, and avoided socialization. Several her friends asked her if she was alright. If they were a female friend, Elle wouldn’t really pay attention, instead studying the girl’s mouth, lips, eyes, wondering if she could ever bring herself to kiss her. The answer, after several days of observing, staring, and overall feeling sort of creepy, was “no.”

Elle couldn’t do it. She had a few nice looking female friends, but the thought of doing anything sexual with them did not turn her on. While staring at a friend’s cleavage in the hallway, she imagined touching her friend’s breast, or kissing and licking along the cleavage line. Elle shivered, shaking her head, grossed out.

“You alright, Elle?” her friend, Karli, asked.

“Yeah I’m ok, I gotta go,” Elle headed off to her next class.

Every evening she was cuddling with her mother on the couch after dinner and homework. “So you still aren’t going to prom this year?” Marcia asked, flipping through a magazine with one hand, her other hand resting on Elle’s hip.

“Nah, last year was lame. I just don’t feel going is worth it.”

“Well that’s fine. I never went, so I suppose I was hoping you would. But you went in your Junior year, so at least you got to experience it,” Marcia said.

“You never went to your prom?” Elle asked, sitting up, facing her mother.

Marcia smiled and shook her head.

Elle was in shock, “How come?”

“No one asked me,” Marcia replied.

“Oh mom, that’s horrible!”

“I was a bit of an ugly duckling. I wasn’t asked, and I wasn’t expecting to get asked,” Marcia explained.

“Wow,” Elle whispered, “I can’t believe it.”

“It’s true. That’s why there aren’t too many pictures around of my younger days.”

“Oh mom, I’m sorry,” Elle said, throwing her arms around Marcia, catching her off guard.

“It’s ok, sweetie! It’s fine,“ Marcia said, pushing Elle off her.

Elle sat for a moment, her eyes looking over her mother, traveling from her thighs, to her mid-section, to her chest, and ending up looking into her eyes. “I think you are, without a doubt, the most beautiful woman I’ve ever seen.”

Marcia chuckled, caressing Elle’s face with her hand, “Elle, you’re wonderful. But – ”

“I’m not just saying that because I’m your daughter. It’s from one woman to another,” Elle smiled. Marcia brought her in for a long embrace on the couch, ending it with a kiss on Elle’s forehead.

**********

It was Saturday. Elle was at the gym alone that morning. She had decided that maybe she was looking at girls her own age and perhaps she was attracted to women much older. She was going to push herself, telling herself that if she saw her, she was talk to her. No more passing each other and smiling, but actually talk to her, say hello. She was referring to the blonde woman Ulysses occasionally came to the gym with – his stepmother, Devin.

Elle was in luck, seeing Devin enter from the corner of her eye, Ulysses still out of town on work. This was her chance. She waited until Devin found a treadmill and began walking with the incline setting increased.

“Hi,” Elle said, smiling as she hopped on the machine next to Devin.

“Hi, how are you?” Devin nodded, smiling widely. “You are Ulysses’ friend right?”

“Yes ma’am. He’s really nice. I just saw you and thought I’d come say hello,” Elle said, choosing a lower setting so she could concentrate on talking to this woman and not on her balance.

Devin chuckled a bit, “Yes he’s a great guy. I’m glad you came over.”

Elle glanced over Devin, trying to remember what her age was – she thought Ulysses said 40 or maybe it was 41. Either way she was four or five years older than Marcia. Devin was 5’9”, light blonde shoulder length, blonde hair, and a great figure. Elle noticed her breasts were larger than her mother’s. Devin was wearing a yellow spandex sports bra and matching spandex shorts.

Devin caught Elle checking her out, which in turn, caused Elle to look away embarrassed. Taking a few deep breaths to keep things together, she began talking to Devin, “So Ulysses is still out of town?”

“Mmhmm, should be back tomorrow though. How is your mom?” Devin asked throwing Elle for a loop.

“My mom? You know her?”

“Yes, we’re friends. Not super close, but I work for the publishing company that she did a photo shoot for some time last summer. She’s very nice.” Devin explained.

“Yeah, she is. She’s doing well. She comes here sometimes,” Elle said.

“I’ve run into her a few times. I can see where you get your looks from. Both of you are gorgeous,” Devin smiled, glancing over at the younger woman on the treadmill next to her.

“Thank you,” Elle cleared her throat, pushing herself to be bolder, “so, um, so are you. Gorgeous I mean.”

Devin chuckled, “Thanks.”

They talked more for the next hour. They talked about Elle’s college plans, her school work, Marcia, Ulysses, and a few other random things.

As they moved to the weight machines, Elle noticed something odd, something that made her feel uncomfortable. It was the way Devin looked at her, touched her when they would spot each other, and compliment her. If Elle had to guess, Devin was flirting with her, possibly even attracted to her. Elle felt weird by it, but forged ahead regardless.

Elle told herself to let it happen. She let Devin caress her waist and hips when she spotted her from behind while squatting, she let Devin lightly graze her breast as she moved her hand across Elle’s stomach, and Elle let Devin rest her hand on the small of her back as they moved from machine to machine.

At the end of their workout, Devin walked Elle to her car in the parking lot, gave Elle her cell number, and suggested they hang out sometime. Elle smiled and nodded, “When are you at the gym usually?”

“Usually during the weekday nights, but sometimes in the morning on Saturday, like today,” Devin winked.

“Ok great, well I’ll see you Monday evening perhaps,” Elle said, having never gone to the gym on school nights.

“I’ll look forward to it,” Devin said, her index finger lightly, playfully, caressing Elle’s chin, causing her to blush.

Later that day in the shower, Elle talked to herself again, “Ok, so I’ll just see what happens. I’ll hang out with her and if something happens, so be it.”

Elle sighed heavily, looking down to the drain once more, “I don’t know if this will work. It felt weird.”

Chapter 7

Elle felt slightly better as the week went on. She had gathered the courage to talk to a woman. Each gym session was very similar to the first; the touches, the glances, the smiles, and subtle flirts. Elle complimented Devin on her perfume, realizing the reason she liked it, was because it was the same scent her mother uses.

Elle convinced her mother that she would do all homework before heading to the gym that night. In fact, she didn’t see much of Marcia at all. Elle would also find herself thinking about Devin in class, reasoning that maybe she was bi-sexual, then shaking her head, disagreeing with herself, “it’s just an experiment,” she thought.

Ulysses joined the two ladies at the gym Wednesday night. Devin and Elle mostly hung out, but afterward, Devin suggested Elle and Ulysses go get a smoothie afterward. Elle missed seeing him and was hoping to run an idea by him.

**********

Ulysses SUV rocked gently back and forth in the gym parking lot. They were in the back seat and Elle was on top, bouncing wildly on his cock. She tried to go slow so no one would notice the rocking vehicle, but she couldn’t help it; luckily it was after hours and there weren’t many cars around and the back windows were tinted.

“Oh yes, yes,” Elle whimpered, out of breath, wrapping her arms around Ulysses shoulders. “I love your cock.”

Ulysses chuckled, his hands kneading Elle’s ass,” That’s always nice to hear, but what about me? I’m not too bad am I?”

“What? No, you are awesome, a great friend,” Elle said, giving him a loud smooch on the lips. “Which is why I wanted to ask you something.”

“Sure, you can ask me anything,” Ulysses said, his cock still embedded in Elle.

“Devin. Is she, um, how do I put this – does she like women?” Elle asked.

“She does, actually. She likes men and women,” Ulysses answered. “It sort of developed a few years ago when her and my dad separated.”

“I see,” Elle nodded, looking to her side.

“Are you? Into women?” Ulysses asked, raising his eyebrows.

“Well, I’m not sure. Maybe?” Elle shrugged.

“You should come over to my apartment Friday night. Devin may stop by, we can have dinner – just the three of us,” Ulysses suggested.

Elle thought for a moment, “I guess I could.”

“As long as you don’t get in trouble with your mom,” Ulysses gave her a stern look.

“I won’t. I’ll tell her the truth. I’m going to have dinner at a friend’s house.”

“She won’t pry? Look, I just don’t know what she’d think if you told her the whole truth. Dinner at a friend’s house with an older man – a black man,” Ulysses cocked his head to the side.

“If it’ll make you happy, I’ll tell her I’m going to dinner with a friend from the gym and his mother Friday night.”

“I think that’ll make me feel better,” Ulysses said.

“You worry too much. Maybe this will make you feel better too,” Elle winked, slowly starting to grind her body against Ulysses. Her plan was set. At dinner maybe there would be more flirting amongst her and Devin, and that may lead to some kind of date, which could lead to a homosexual experience.

When Elle got home later that night, she showered, and joined her mother on the couch, snuggling into her arms. “I may be able to do this after all,” she told herself, referring to experiencing a woman. She closed her eyes, laying her head on his mother’s lap, “maybe mom and I could – ,” she said in her head, not finishing her thought, letting the absurdity of it cause it to end.

Chapter 8[/b]

“OK,” Devin said, slightly slurring, sitting on the other side of Ulysses on the couch, “Let’s have some fun.”

Both Devin and Ulysses had been drinking, Ulysses less though. Devin offered Elle some wine, to which Ulysses shot her a stern look, putting a stop to her offering.

After dinner they were sitting on the couch, Devin telling stories about Ulysses attempting to embarrass him.

The night was going by nicely, Elle noticing Devin was even more flirtatious with her. Devin would touch Elle’s back, tickle her waist, and run her fingers through her hair while they talked and so on. Elle felt a little nervous, but at the same time telling herself to have an open mind.

Those thoughts were squashed when Devin, after suggesting more fun, set her wine glass on the table next to the couch, stood and began unbuttoning her blouse. Elle glanced over to Ulysses. He was watching his stepmother. Elle glanced back to Devin and she was sliding out of skirt, she wasn’t wearing underwear. She removed her bra and held out her hand to a shocked Elle.

Elle gulped, taking Devin’s hand, allowing herself to be helped up. Devin smiled, “Arms up.”

The naked Devin, pulled Elle’s top off, letting it fall to the floor. Still in shock, she looked over to Ulysses, watching him stroke his cock. He nodded, smiling to her, “Elle, you ok?”

Elle didn’t reply. She watched Devin go to her knees and began unbuttoning Elle’s blue jeans. “Um, uh, I,” was all she could get out. Devin unzipped her and pulled at her pants, exposing some of her underwear.

Devin leaned in and sniffed, breathing the girl’s aroma in, “Mmmm, can’t wait to taste you.”

Elle suddenly pushed Devin away, grabbed her shirt, and ran to the bathroom, slamming the door and began crying uncontrollably. She couldn’t do it. She couldn’t go through with it. Her plan had failed. She was embarrassed and felt like a dumb little girl.

There was a knock at the door a few minutes later, “Elle, can I come in?” Devin asked. Elle didn’t answer.

“It’s ok, I just want to apologize,” Devin said. Elle opened the door, wiping her eyes, and watched Devin enter, closing the door behind her. She was wearing a bathrobe.

“I’m sorry, Elle. Please forgive me. I assumed you might be interested in women. That was wrong of me,” Devin explained, holding Elle’s shoulders.

“I just thought that maybe I could try it, but,” she paused, the tears returning, “Ulysses was here and then you stripped in front of him, I got scared, and I panicked.”

Devin gave Elle a motherly hug, “It’s ok. It’s fine now. I just know your mom, and I thought maybe, well,” Devin paused, pushing Elle away, wiping a tear from her cheek, “I shouldn’t have assumed anything. I hope you can forgive me.”

Elle nodded, giving Devin a weak smile. “Listen, why don’t you and Ulysses go out for dessert, maybe some ice cream?”

Elle nodded again and Devin walked her out of the bathroom. “You two go get some ice cream. I’m going to do the dishes,” Devin told Ulysses.

“Is everything ok?” He asked.

“Yes, we’re fine, it was just a misunderstanding. It was my fault and I apologized to Elle,” Devin said, patting Elle’s back. Elle looked at Ulysses and then down to the floor embarrassed.

**********

“So how long have you and Devin, been, you know?” Elle asked, sipping on a milk shake in Ulysses’ car while they waited at a stop light.

“Since I was 15,” Ulysses answered.

“Wow.”

“Yep, it just sorta happened. Over the next few years, by the time I left for college, Devin’s sisters had joined in on it too. My father never knew.”

“So that’s not why she and he split up?” Elle asked.

“No, they hadn’t been getting along for awhile. Then she walked in on him and one of his students. He was a college professor. Still is I guess. That was the final straw.”

“Why don’t you and her just, you know, be a couple now?”

Ulysses shrugged, “Maybe one day. I don’t know. She’s like a mother, but she isn’t of course. We sleep together for fun, for comfort, and all that. I have a coworker that I’m trying to get over, Devin helps with that too. So who knows? I do love her though. So maybe one day, in a few years, when I talk to my father even less than I do now, we may go that route.”

“Wow, 15,” Elle chuckled.

“Yeah, she’s not all that older than me, about 10 years or so. But yeah. We’ve kept it a secret all these years. I learned everything from her and her sisters. Each one different in bed than the other. It’s quite beautiful actually,” Ulysses said, driving off when the light turned green.

“Yes, beautiful,” Elle whispered, looking out the passenger side window. An image of her mother went through her head, her stomach, her back, holding her, kissing her, her face looking into Elle’s.

“You promise you’ll keep it a secret? I don’t know who you could tell, but anyway, I’d appreciate it if you kept it between us,” Ulysses said, causing Elle to come out of her trance.

“I won’t tell. Can I tell you a secret?” She asked.

“Of course,” Ulysses glanced at her, then back to the road.

Elle sighed, “I was thinking that maybe I could do stuff with Devin. We had been talking at the gym, and kind of flirting I guess. Anyway, I just thought I could try something with a woman. But I couldn’t go through with it.”

“Well, that’s ok. No one is making you do anything you aren’t comfortable with,” Ulysses said.

“Well see the thing is, I want to, but,” Elle paused, tears welling up in her eyes again, “there’s one woman I want to do things with and I just thought maybe I can try it out first with someone else.”

“Elle?” Ulysses asked, glancing over to her now crying face.

“I want to make love to,” she started shaking her head, attempting to admit something that she knew, deep down was true, “my mother.”

The dam broke and she was crying much more now, ”That’s the first time I’ve said it out loud. But it’s true. She’s the only woman I would ever do anything like that with. The only one.”

“Elle, it’s ok,” Ulysses said, reaching over to pat her leg. “I won’t tell anyone.”

“I have no idea what I’m going to do; she would never do that with me, never. She too good a person,” Elle said.

They were parked in Ulysses apartment complex. Elle had calmed down a bit. “Elle, I’m sorry. I didn’t think you would cry again.”

Elle shrugged, looking out the window, “I just feel like an idiot for looking at her this way. She’s so gorgeous.”

“Is there anything I can do to help?” Ulysses asked.

Elle shrugged again. There was a long silence, Ulysses always trying to be helpful, spoke up. “It’s funny. One thing I’ve noticed in my experience with more than one woman at the same time is that on occasion, the women will start focusing less on me and more on each other. Devin has done that a lot, it’s kind of annoying actually,” He chuckled.

“But if I’m relaxed and just enjoying myself, I’ll lie there and watch the women get lost in their own little worlds, forgetting about me. One time I was watching – it was great. I cleared my throat after about 10 minutes and they turned to me and giggled,” Ulysses watched Elle politely nod her head.

“Anyway, what I’m getting at is maybe if you introduced a man into the picture, a man you and her could feel really comfortable around, then perhaps at some point the three of you could get intimate, which could be a catalyst for you and just her later on.”

Elle furrowed her eyebrows, pondering his suggestion, “Hmmm.”

“it’s worth a shot. I know you said you and her were close, but perhaps not that close.”

“It is worth a shot,” Elle said softly, turning to face him. “Are you free tomorrow night?”

[b]

Chapter 9

Elle and Ulysses sat in his car and talked another hour about this plan. Elle would introduce Ulysses to her mother, hope they hit it off, maybe even date him, maybe even sleep with him, and at the same time Elle would flirt with him herself so Marcia sees that Ulysses and Elle are good friends. Ulysses suggested that maybe at some point, if they are comfortable enough around each other, affection could lead to a threeway – in which Elle would attempt to shift the focus from Ulysses to her mother. Ulysses had no guarantee this idea would work, but Elle thought it sounded great, joking that Ulysses just wanted to sleep with a mom and daughter combo. He denied it after admitting it’d be nice. She thought it’d be the only way to go. In the meantime, Elle decided to do what she could to make her mother feel even more comfortable around her. They ended their conversation with a blow job from Elle. Bob’s challenge and money was never thought of, or mentioned.

Elle wasted no time putting this plan into action. She showered that night and instead of putting on her pajamas right away, Elle joined her mother in bed while she was flipping through a magazine still wearing a towel. Elle didn’t think it was that big a deal, but it was different than her normal routine. She made sure to slowly kiss her mom’s tummy when she said good night before heading to her own bed.

Hugging her mother from behind, nuzzling into the back of the taller woman while she did dishes the next morning, Elle asked if it was ok that her friend came over for dinner. Marcia assured her it was fine. Elle informed her he was an older guy, maybe around 30, who she met at the gym. Marcia raised her eye brow at that information, not sure what to make of it.

“No, no, it’s not like that! He’s awesome. Very friendly, very nice, I think you’d like him,” Elle told Marcia.

“Alright, well, that’s fine I guess. If he is ever inappropriate with you, you know where to kick him,” Marcia said, bringing her daughter in for an embrace.

“Mmm you smell good,” Elle noted, breathing in her mother’s scent while her head rested on her shoulder.

Later that day Elle joined Marcia in her bed room to do some core exercises. They didn’t feel like going to the gym for those and didn’t really need to since crunches, planks, and so on can be done anywhere.

Elle blushed when she heard Marcia moan, but pressed her luck and brought up an interesting observation, “Geez mom, it sounds like you’re having some, uh, fun over there.”

“Ha! Is that right? By fun, I’m assuming you mean sex?” Marcia asked.

“Yeah, I do.”

“Well thanks, but I’m a little quieter than those exercise grunts you hear me make,” Marcia explained.

“When was the last time you had sex?” Elle blurted out to a surprised Marcia.

“Are you sure you want to know?” Marcia asked, sitting up on the floor.

“You said I could ask you anything,” Elle reminded her.

“That’s true. It was a few months ago. I was out of town. It was nice. That’s all you’re getting out of me,” Marcia said shooting Elle a stern look.

“You and my friend would go well together. Maybe you and him could date,” Elle suggested.

Marcia stood, chuckling, wiping her face with a towel, “Maybe so, silly.”

“I’m going for a jog, want to join me?” Marcia asked Elle.

“If you let me shower with you afterward,” was the thought the entered Elle’s mind. “Sure,” she replied. They showered separately, Elle scolding herself for not making that request, thinking that it would’ve easily come across as a joke.

**********

Marcia’s eyes widened and a huge smile came over her when Elle introduced Ulysses that evening. “You know him?” Elle asked.

“No, but I’m familiar with his work! Ulysses, it’s great to meet you!” Marcia extended her hand. “I’m Marcia.”

“Nice to meet you,” He smiled, shaking her hand.

“See I told you my mom was beautiful,” Elle chimed in.

“Elle, please,” Marcia rolled her eyes.

“So is he!” Elle said, giving Ulysses a huge hug.

The rest of the evening went by splendidly, far better than Elle had hoped for. They talked and laughed all throughout dinner. Afterward, Elle embarrassed her mother by taking out her photo album scrapbook and sitting in Ulysses’ lap.

“Elle!” Marcia gave her a stern look.

“What? We’re just looking at your pictures. Don’t be embarrassed,” Elle said. “See, look how great her butt looks,” Elle flipped a page, pointing to the picture on it.

Marcia shook her head, clearly blushing.

After they looked through the scrapbook, Elle snuggled in close to Ulysses, making sure her mother saw that the two of them were close and affectionate. Ulysses and Marcia mostly chatted, while Elle played with his dreads in his ponytail, played with his large hands, went to get some water from the kitchen, kissing his cheek when she got up.

Elle paused before reentering the living room; she was listening to see if Ulysses was sticking to their plan.

“Yeah she’s great, very funny and very sweet. I’m glad her and I are pals,” Ulysses was telling Marcia.

“She might have a crush on you,” Marcia warned.

Elle peeped around the corner, watching Ulysses shrug, “I don’t know maybe. I’ve told her that I’m not looking for a girlfriend. I enjoy making friends, which reminds me, maybe you and I could go grab some lunch or dinner sometime?”

Elle entered the living room, smiling, carrying a glass of water. “Yes I think that’s a great idea mom. You two could go to dinner, maybe I could come with you two later, we could all just hang out and have a great time!”

Marcia chuckled, “Well perhaps. I wouldn’t mind learning more from such a successful fitness model.” Marcia smiled at Ulysses.

“Great!” Elle said, taking her spot on the couch on the other side of Ulysses. “Next weekend, Friday night, you and him go to dinner and if you are free Ulysses, maybe Saturday the three of us could hang out. We could fix dinner here, maybe watch a movie, who knows?”

Ulysses nodded, “I don’t have any shoots booked until May.”

Chapter 10

The next few weeks came and went. Elle, Marcia, and Ulysses were like three peas in a pod. Elle’s mother and Ulysses went out alone several times. Elle and Ulysses went out a few times as well. But the best part was when the three of them went out. With a woman on each arm Ulysses took them to dinner, the movies, and sometimes the park.

At home Elle continued her own plan. She wore less and less around her mom. Walking around in her underwear and bra, flirting with Marcia, sliding her hands up underneath the back of her mother’s t-shirt, scratching her back. She became more affectionate, Marcia asking if she was alright, assuming it was because she was leaving in the fall for college. Elle just smiled, savoring every embrace, peck, and opportunity she had to show this woman she loved her without coming across like a creepy pervert.

Elle was watching TV one Friday evening near the end of April while Ulysses and her mother were out. She knew they were sleeping together, Ulysses told her this a week prior, reminding Elle the next phase of their plan would begin.

Elle turned to the front door watching Marcia and Ulysses enter, laughing, arms entwined. “Alright, you want some water?” Marcia asked him.

“Sure,” he smiled, sitting next to Elle on the couch, putting her arm around her. “Things are going well,” he whispered.

Elle nodded, her hand going to Ulysses’ lap, rubbing and squeezing his bulge through his pants. “You staying the night again?”

“I am. Want me to sneak into your room when she goes to sleep?” Ulysses asked.

Elle moaned, still squeezing his now erect cock, her hand traveling down its length, the cockhead almost poking out of the bottom of his cargo shorts. “As much as I would love this inside me tonight, no, I want you to make sure her bedroom door isn’t completely shut. I want to sneak in on you two when you’re having sex. I want to see her in action. I bet she’s amazing.”

“She is,” Ulysses replied, his mouth opening, his tongue meeting Elle’s, moaning as she squeezed his rod.

“Ok, here you go!” Marcia entered the living room, seeing Elle snuggling into Ulysses, his arm around her. She handed him a bottle of water.

“Are you two have some special fun time tonight?” Elle asked, playfully.

“Elle!” Marcia shot her a look. “Well, yes, yes we are if you must know. Now then, goodnight,” Marcia rolled her eyes and then nodded to Ulysses.

Before he could get off the couch Elle gave him a long kiss on the cheek, “Have fun with that gorgeous woman!”

“Elle, you’re silly,” Marcia said, rolling her eyes, Ulysses following her down the hall.

**********

Ulysses was perfect, fully agreeing to help Elle get closer to her mother, and doing what was asked of him. He made sure Marcia’s door was cracked slightly, so it could be pushed open without much noise.

It was 2am, three and a half hours after Marcia said goodnight to Elle. Elle was sneaking down the hallway, scolding herself for dozing off on the couch. Luckily she knew Ulysses was a machine from their weekend fuck fest back in March.

Elle gently pushed her mother’s bedroom door open and crouched down to her knees. She was magnificent. Marcia’s back slick with sweat, illuminated by a street lamp from outside streaming into the large window with the shades pulled back. She was straddling Ulysses. He sat on the edge of the bed. Marcia was whimpering, moaning, and breathing heavily.

“Beautiful,” Elle thought, watching her mother make love, slowly grinding her hips into Ulysses. She started crawling on the carpet toward them. How badly she wanted to join in. But she couldn’t, she had to play her cards right.

Her eyes adjusted to the dimly light room. Elle’s mouth quivered, sitting on the carpet, her mother’s butt at arm’s length distance – Elle could reach out and touch her. Ulysses’ was gripping Marcia’s waist tightly, his upward thrusts were few and far behind, he was tired after three and half hours.

Elle inched closer. She placed her hand on Ulysses’ foot, notifying him she was in the room. Luckily he wasn’t startled by this. Marcia let out a moan, her head thrown back. Elle crept forward more. Her mother’s backside was inches away, she could’ve kissed it, licked it if she wanted to.

As if Ulysses could read Elle’s mind, he pulled his cock out of Marcia, letting it slap against her lower back. It was covered in creamy vaginal fluid. Elle’s mouth began water. She wanted to clean his cock and taste her mother, licking up her juices. Just as her tongue was an inch away, almost making contact with the cream-covered, massive cock, Marcia spoke up.

“Whew, yeah I’m tired too. Want to take a break?” She asked Ulysses.

“Uh, um, well. Yeah just a minute,” Ulysses was buying Elle time to get out of the room. She crawled out of the bedroom as fast as she could, listening to Ulysses shift his weight on the bed behind her. She quickly closed the door back to its original position and rushed down the hall, the carpet muting her foot falls.

Elle went to the kitchen, standing in the dark, “Wow that was intense. I almost tasted her. We’re getting so close now. He’s gotta come back tomorrow.”

She exhaled deeply a few times and just before she went to turn the water on at the kitchen sink to splash some across her forehead, the kitchen light came on, startling her and the person that turned it on.

“Elle!” Marcia screamed, one arm going across her breasts, a hand covering her crotch. “What are you doing?”

Elle tried not to laugh at her naked mother, glancing at her body, making no attempt to be discreet. “Couldn’t sleep,” she replied with a mischievous smile.

“Oh, uh, sorry about that. I hope we weren’t keeping you up,” Marcia apologized, shifting her weight to hide her nudity.

“No, no, don’t apologize,” Elle said, walking toward her mother. “You go back and enjoy that sex. Mmm,” Elle slapped her mother’s naked ass when she walked by, causing Marcia to gasp.

Chapter 11

The next evening Ulysses was back at the house on the couch in between Elle and Marcia. Earlier in the day Elle asked him to pretend to fall asleep on the couch, while she and her mother snuggled with him. Elle wanted to be playful and test the waters. She was going to mess with him while he “slept” and see what her mother would do.

“Stop!” Marcia mouth to Elle when she was going to flick the bulge in Ulysses pants with her middle finger.

Elle paused, thinking for a moment. She hovered her hand over his crotch once more, grabbing at air, causing her mom to shake her head.

Elle got even sillier and made jacking off motions as if she was stroking an imaginary cock sprouting out of Ulysses’ pants.

“Elle! Stop!” Marcia whispered, shaking her head, hiding a smile.

“Big?” Elle mouthed back.

Marcia rolled her eyes, chuckling lightly.

Elle thought for a moment. She then reached over to pull at Ulysses’ zipper, tugging at it a few times before her mother looked away from the movie they were watching. Marcia eyes widened, watching Elle tug at Ulysses’ zipper.

“No.” Marcia sternly mouth, her eyes glaring at Elle. She was giving her the “mom look.”

Elle sighed and nodded. She snuggled up into Ulysses’ arms, her eyes going back to the movie. A few moments later, she jabbed his side, holding her finger there for a few seconds – their agreed upon signal that her tests were done, nothing was happening, Ulysses could stop pretending to sleep, Marcia wasn’t amused.

Later than evening, Ulysses kissed Marcia on the cheek goodnight, followed by Elle, who walked him to his SUV. “Sorry, maybe another time. I just don’t know how to initiate it. I thought being playful might work.”

“It’s ok, Elle. You and her are much closer now and more comfortable around me and showing affection. It’s only a matter of time. If she scolds you when you go back inside, just apologize, and say you were being silly. Perhaps it could lead to some girl talk you know?” Ulysses suggested.

Elle nodded, smiling, and kissed him goodnight on the mouth.

When Elle went back inside, she wasn’t scolded harshly, but was scolded nonetheless, “Elle that wasn’t nice of you to mess with him while he was asleep like that.”

“I know, I’m sorry, I was just being silly.”

Marcia shook his head. “He is nice looking, but still, it’s not cool to do that to a sleeping person especially when your mother is sitting next to him.”

“Well I know, but I know you and him are having sex, right?”

“Yes, but that has nothing do with tonight.”

“I know, but I guess I was thinking, maybe he and I could or three of us could and maybe we could all – ”

“Elle stop it! Right now.” Marcia cut off her daughter’s rambling. “That isn’t appropriate.”

Marcia kissed Elle’s forehead. “It’d be weird wouldn’t it? Doing something like that?”

“Might be fun,” Elle shrugged, sulking as her mother headed toward the hallway.

“Elle,” She turned around, looking back at her daughter, shaking her head, smiling softly. “You’re silly. Goodnight sweetie.”

**********

The next night would’ve been the night Elle went to her senior prom. Instead she and mother went out on a date. They had dinner and Marcia said she was taking Elle dancing. There were a couple clubs that allowed 18 year olds to enter. Marcia told her daughter to stick by her at all times, fearful that some creep would be lurking.

“We could pretend we’re together. Maybe we should go to a gay club!” Elle joked, poking her mom in the side, before grabbing her hand while they made their way to the entrance.

“No, we can just stay close, alright sweetie?” They walked through the parking lot, holding hands.

“You look great mom,” Elle said as they approached the door. They were both wearing white cocktail dresses; Marcia’s exposing a bit more leg than Elle’s. Elle’s hair was styled into long, wavy, locks flowing down her back. Marcia’s was in a cute ponytail.

Marcia stopped Elle in the parking lot, not far from the door, “Hey, I’ll say it again, you are the most beautiful woman I’ve ever seen.” Elle blushed, not looking away from her mother’s eyes, Marcia caressing her face.

“Now then, let’s enjoy our, uh, date,” Marcia winked, taking Elle by the hand once more.

Elle was in paradise. The club was hot and crowded, yes, but she didn’t care. She was dancing on her sexy mother, just like she would’ve danced with Ulysses if it were him. She was grinding, gyrating, and swaying her hips and butt against Marcia’s crotch.

Marcia didn’t seem to mind or care, figuring her daughter was just being silly. As the night came to an end, Elle was becoming more tired. Near the end of the last song, she turned around, throwing her arms around her mother, smiling into her face.

“You’re my best friend,” Marcia told her daughter, whose eyes lit up.

“I, I am?”

“Yes. I have friends, don’t get me wrong, but you are my best and favorite one.”

Suddenly Elle’s eyes closed and she kissed her mother – hard. Elle held Marcia’s face as she planted a five second kiss on her mouth, releasing it with a loud lip smack.

“Elle,” Marcia said, looking around her, wiping her mouth with the back of her hand.

“Sorry, just really happy I guess,” Elle blushed.

Marcia nodded, taking her hand, “It’s ok, sweetie. I’m happy too!” The exited the club, holding hands all the way home. Elle fell asleep on the couch in her mother’s arms. Elle didn’t know when Marcia walked her to her own bed, and she thought the kiss on her lips she received was a dream.

Chapter 12

“I have great news for you!” Marcia told her daughter one night, after dinner with Ulysses, and after he left.

“Yeah?” Elle said, hugging Marcia tightly.

“I’m being sent to the Bahamas for a photo shoot in June and I’m bringing you with me!”

“You are? Just me and you?” Elle excitedly asked.

“Just me and you,” Marcia replied. Elle kissed her once more on the mouth, it wasn’t five seconds, but it was a nice hard smack on the lips. Marcia didn’t seem to act weird afterward.

**********

A few days later, Marcia returned home, peeping in on Elle while she studied for her final exams. “Hi,” Marcia said.

“Hi,” Elle smiled back. “How are you?”

“Good, just did a back workout today, it’d been awhile,” Marcia chuckled.

Elle, realizing an opportunity, offered to massage her mother’s back. “I don’t mind, it’ll be nice, please?”

“Alright, come on into my bedroom I guess,” Marcia gestured Elle to follow. She went to her bedroom and turned the bedside table lamp on.

Elle smiled, sitting on her mother’s butt, pulling Marcia’s t-shirt up. “Lift up?” she asked, hinting for her mother that she wanted to pull the whole shirt off.

Marcia went to her elbows, reaching behind her shoulder, and pulled her t-shirt up over her head, letting it land on the floor. Lying back down on her tummy, her head to the side, she smiled back at Elle. Elle looked down in amazement. Her back was beautiful. Elle wondered if she had ever thought it was before, or if her attraction to her was awakened. Elle took a deep breath and began slowly moving her hands up and down her mother’s back, following the valley of her spine, up and down over every aching muscle. She felt amazing. Elle looked on in awe.

Elle glanced at her mother face, her eyes were closed, and she was moaning ever so softly. “Is this good?” Elle asked.

“Mmhmm,” Marcia moaned.

After several minutes, Elle bent down and kissed Marcia between her shoulder blades, looking for a reaction. Marcia cracked a slight smile and Elle did it again, except a little lower, then once more, even lower still. “Such a nice back, mom,” Elle whispered.

“Thank you,” Marcia whispered back.

Elle kept massaging Marcia’s upper back and shoulders, while kissing her way down her spine, stopping only when asked. Elle was going to go as far as she could, hopefully kiss her way to the ass she was sitting on.

Elle stopped massaging and slowly guided her hands to her mother’s yoga shorts. Elle slid off her butt, kissing away at Marcia’s lower back, her fingers hooking into Marcia’s shorts. “I’m going to do it, it’s going to happen tonight,” Elle thought to herself.

“Elle,” Marcia cleared her throat, “Thank you sweetie, I’m going to grab a shower now.”

“Oh, right, ok,” Elle said, backing away, unhooking her fingers from her mother’s shorts, and letting her off the bed.

“Ah, much better,” Marcia said, smiling to her daughter. “Thanks again,” she said, grabbing a towel and heading to the bathroom, leaving Elle alone on the bed.

**********

“Yes! Yes!” Elle whispered on her bed, her tense body stiffening, going rigid, and shaking while climaxing. It was the first time she had ever masturbated to thoughts of a woman. The woman happened to be her mother. Her legs went limp, followed by her arms, her hand slid off her clit, over her hips and landed on the bed. Elle, lying nude on her bed while her mother showered, thought about graduation the following Saturday. Ulysses was coming over to hang out. Since tonight didn’t work out, there was always next Saturday with him, their original plan.

Nothing changed throughout the week between Elle and Marcia. They continued hanging out like best friends. Elle casually bringing up sex with Ulysses, attempted to make her mother feel more comfortable around her. Marcia, giving slight hints that yes, he was great in bed, wished that Elle finds someone that good, but urged her not to base everything on how good a guy is in the sack. Elle sat, three nights before her Saturday morning graduation, listening to her mother’s advice.

She wanted to ask her mom if she had ever done anything with a woman, but was far too nervous to do so. In truth, Elle herself didn’t want to do anything with a girl, or any other woman. There was only one woman she wanted to experience sex with. As they cuddled on the couch after their chat, Elle knew that the only woman she would make love to was holding her in her arms.

Chapter 13

The evening of her high school graduation Ulysses came over, kissing both Marcia and Elle on the cheek, following it up with a big congratulation hug to Elle.
Ulysses found himself on the couch once more, pretending to be dozing off during a movie, with a woman on each side – Elle on his left side, Marcia on his right.

Elle wasted no time and began her attempts to unzip Ulysses’ shorts. Her mother swatted her hand away, shooting her a stern look. Elle’s other hand, hidden under Ulysses’, patted him three times in quick succession – their signal for him to assist her.

Elle went to unzip his pants once more and before Marcia could scold her daughter, an index finger gently touched Marcia’s chin, grabbing her attention. “It’s ok,” Ulysses whispered.

“Elle,” Marcia whispered, slowly shaking her head.

“It’s fine, it really is. We’re adults, let’s just enjoy each other’s company,” Ulysses said, caressing Marcia’s face while Elle unzipped his shorts. He slowly reached down and unbuttoned his shorts and then casually fished his amazing cock out.

Elle wrapped her hand around the base, smiling up at her shocked mother, Ulysses caressing Marcia’s face, running his hand through her hair. Marcia, her mouth hanging open watched Elle kiss the tip of Ulysses’ cockhead, never taking her eyes off her mother. Ulysses was gently guiding Marcia’s head closer to his crotch. She watched Elle kiss the bulbous cockhead once more, their eyes locked.

When Marcia was close enough, Elle licked the tip instead of kissing it, and with her hand still grabbing the base of the shaft she pointed the cock to her mother’s mouth. Marcia just looked at it. Elle licked it again, a long slow lick, her tongue sliding across the glans, coating it in her saliva. She again, pointed the cock to her mother’s mouth, offering her a chance to lick. Marcia quickly shook her head. Elle licked it once more, slower, longer, moaning as she dragged her tongue across, her eyes never leaving her mother’s. Elle offered it to her once more.

“Elle,” Marcia whispered again, too shocked to speak loudly.

“Please?” Elle whispered in return, smiling softly. She gave the shaft a quick lick.

Ulysses ran his fingers through Marcia’s hair, moving a long lock behind her ear for her, “We’re just enjoying each other. The three of us.”
“Please?” Elle whispered again. She took Ulysses in her mouth, sucking on the tip, and then removing his cock from her mouth with a loud pop, offering it to her mother once again.

Marcia couldn’t resist anymore. Slowly she moved forward, her mouth inches from his shaft, and stuck out her tongue, giving it a small lick. Elle’s eyes still focused on her mother’s, did the same on the other side, and then offered it once more to her Marcia. Marcia licked it again, a bit slower this time, followed by Elle repeating her own lick. Back and forth they went until Elle engulfed the tip, another pop out of her mouth, and an offering to her mother. Marcia paused, glanced up to a nodding Ulysses, then back at her daughter. They stared into each other’s eyes for a moment, Elle nodding slowly.

Marcia let it happen. She grabbed the base of his cock and devoured the top, sucking, slurping all over it, then offered it to her daughter. Elle did the same, moaning, tasting her mother’s salvia, sucking the tip. Marcia took it back, taking several long sucks from it, before handing it back to her daughter. Their eyes never once looked away, always focused on the other whilst sucking and servicing his dick.

It was like a dam breaking, Elle sat up, quickly removing her t-shirt, her braless tits jiggling, and moved toward her mother.

“Uh, um,” Marcia stammered as Elle began to lift up her mother’s own shirt. Elle tapped Ulysses three times on his thigh, asking for help. He sat up and removed his own shirt, and then kissed Marcia slowly on the cheek.

“Elle, I don’t know,” She tried to say, but couldn’t get it out due to Ulysses kissing her neck.

Ulysses backed away and Marcia raised her arms, allowing Elle to slide the shirt off. “Elle this is – ” She was interrupted by Ulysses grabbing her face, kissing her slowly. When he was done, Elle did the same, giving her mother a long, passionate kiss on the mouth, leaving her breathless. Elle stood, Ulysses joining her, both of them removing their shorts. Elle went to her knees, eyes on her mother, and began re-sucking his cock, jacking his shaft, while slurping on the tip. Another moan and loud pop followed by Elle standing, naked before Marcia, caressing her face, Ulysses leaning in to kiss at Marcia’s neck.

Elle went to her knees in front of her mother, unbuttoning and unzipping Marcia’s shorts, while Ulysses kissed Marcia’s neck and massaged her breasts.

Elle was cautious, not wanting to scare her mother off too badly; therefore, she didn’t immediately go to servicing her mother orally. Instead she pulled her panties down, breathing in her scent, moaning at her aroma and then stood.

Elle nodded to Ulysses and he put his arm around each woman’s waist, leading them to Marcia’s bedroom. Elle smiled at her mother as the three of them walked down the hall. She wanted her to herself so badly, but she knew she couldn’t just rush into it. Ulysses sat on the bed, lying back on the mattress, each woman going with him, kissing his face, neck, running their hands over his body. Elle grabbed Marcia’s while it rested on Ulysses’ stomach, squeezing it gently, and guiding it down to his cock, Elle and Marcia stroking it together.

The two women kissed at his chest for a moment, occasionally glancing at one another. Elle sat up, gently tugged her mother’s arm, bringing her up to sitting position as well. Elle caressed her face, giving her another long kiss on the mouth. Elle wanted to continue, but she stopped herself, wanting to ease into this. Placing her hands on Marcia’s waist she guided her to straddling position on top of Ulysses. Elle kissed along his cock, licking the tip, while her other hand rested on her mother’s abdomen. She looked up at Marcia and smiled. Marcia nodded, raising her bottom off Ulysses, allowing Elle to carefully guide his cock into Marcia. Elle wanted to kiss Marcia’s stretched out pussy lips, she wanted to rub her face in her trimmed bush. However, Elle sat up once more, lovingly smiling at her mother, who still had a slight look of disbelief on her face.

Elle kissed her mother’s lips, throwing her leg over Ulysses’ chest, and lowered herself on his face. Ulysses grabbed her hips, holding her in place, and began kissing and licking around her labia, finally swirling his tongue inside her. Elle moaned, grabbing her mother’s hands, holding them up while Ulysses tasted her. Elle nodded to Marcia, who sighed heavily, shaking her head, but eventually nodded back. Marcia began slowly grinding back and forth on Ulysses. Her clit dragged across his lower abs.

The two women, looking into each other’s eyes, holding each other’s hands were being simultaneously pleasured. Elle nearly came in seconds, but fought it off, focusing on her mother’s face. They were quiet for the most part, panting heavily; mouths open, exhaling on each other’s face. Then it happened, Elle’s body started tensing, she moaned, grabbing her mother’s face, staring into her eyes. She felt Marcia do the same thing.

“Elle!” Marcia cried, grabbing her daughter’s face, as her own orgasm started washing over her, coursing through her spine.

“Ahh!” Elle cried out during their simultaneous climaxes.

“I love you!” Elle told her mother.

Marcia didn’t reply, she instead, pulled Elle in for a long, hard, kiss that ended when the orgasms subsided. Marcia, out of breath, shook herself out of her trance, coming to her senses, and raised herself off of Ulysses, getting off the bed.

“I’m going to shower,” She said flatly, entering the bathroom, closing the door behind her.

Elle immediately, lowered herself to take Ulysses’ cock in her mouth, licking it clean of her mother’s vaginal fluids, moaning at the taste while Ulysses continued eating her pussy in a 69 position.

Elle climaxed again a few moments later when Ulysses’ cock exploded with semen in her mouth. She had no idea what to expect, but wanted to give her mother some space. So after she said goodbye to Ulysses, she went to bed, listening to her mother’s shower cutting off a bit later, followed by Marcia’s bedroom door gently shutting.

Elle hoped this was one step closer.

Chapter 14

Marcia didn’t speak to her daughter for four days. She made a conscious effort to avoid her. When Elle tried to speak to her, Marcia just shushed her and waved her away as if she was busy or in the middle or something. When Marcia finally did speak to Elle she was calm and reserved.

“Elle, we need to talk,” Marcia said, peeping into her daughter’s room. Elle was on the bed brushing Millie’s hair.

“Sure, please come in,” Elle motioned for her to enter.

Marcia sat on the far end of the bed. “Listen Elle, about the other night with Ulysses,” she began.

“Yeah, it was fun,” Elle interrupted her.

Marcia sighed, “It wasn’t right though. It was a little weird. Very weird actually. Sex can be done with more than one person, two men and a woman, two women and a man, but for two of the participants to be related – especially parent and child – is quite odd. I should’ve stopped it before it began, but the truth is, I saw him and you and you both seemed so laid back, I just went with it, or tried to.”

“I know it wasn’t normal, but it was great!” Elle said, moving closer to her mother, resting her hand on Marcia’s thigh.

“That’s another thing,” Marcia said, looking down at Elle’s hand. “We have been affectionate, too affectionate. I know you are young and that may be how you show love, but sleeping in my bed, the kisses, it’s just a little too much.”

“Oh, I see,” Elle said, removing her hand from her mother’s leg.

“We can still hang out, but I think it’d be best if the affection was more like a normal mother and child. Do you understand?” Marcia asked.

Elle nodded, moving away back to her original position on the bed.

“Good. I’m going to miss you in the fall too,” Marcia said, standing and leaning down to give Elle a brief hug before heading to the living room.

Elle felt like crying. She felt like all her progress and just been reversed. She had no idea what she was going to do, but she knew she didn’t feel like being around her mother. Maybe it was embarrassment, anger, or sadness, but she knew she just wanted to be left alone.

The barely spoke the next few days. Elle went to the gym and saw Devin. She thought about talking to her and maybe seeing if she could try again at sex with her. But deep down Elle didn’t want to. There was only one woman she would ever do anything like that with.

In the coming weeks things improved. Elle and Marcia didn’t avoid each other; they were friendly, laughing and chatting through dinner. Elle still longed for her though, frequently masturbating to thoughts of that night with her mother and Ulysses, to thoughts of touching and kissing her back, and to thoughts of tasting her pussy directly.

The first week in June, Elle told her mother that she was not going with her to the Bahamas. “What? Aww sweetie, why not? I was so looking forward to it,” Marcia said.

Elle shrugged, “You don’t really need me there do you?”

“Well no, but I want you there. Please reconsider,” Marcia said, putting her arm around Elle’s shoulder.

“I’d love if you came with me. Are you worried about Millie? She’d be boarded and they would take good care of her,” Marcia said.

“No, I know she’d be fine, I just don’t feel like going.”

Marcia sat down at the kitchen table, bringing Elle onto her lap, her arms around Elle’s waist, “I know we haven’t hung out much in the past few weeks, and I know why too. But please come with me. It’d be a nice trip before you go to college. I won’t be working the entire time we’re there.”

Elle sighed, looking into her mother’s eyes, seeing her smiling face, the guilt and sadness easing its grasp on her, “Well, I guess it would be fun.”

“Of course it will. I hear we will be in a very luxurious resort! I think we’ll have a great time,” Marcia squeezed Elle.

“Alright, I’ll go.”

Elle still felt awkward around her mother, but wanted to be there with her, she wanted to spend time with her before college and this trip would be a great opportunity – just the two of them.

Chapter 15

The resort was an immaculate, newly renovated, vacation spot. It had its own staff and the rooms were basically villas – each having their own back courtyard with a bubbling hot tub.

“Oh wow, this is amazing, sweetie!” Marcia placed her bag on the bed, and checked out the bathroom. The shower was huge – large enough to fit two people.

“Look out here! Oh my…” Marcia looked into the small courtyard, noticing the hot tub. Elle joined her, standing next to her; Marcia put her arm around Elle’s waist.
“The magazine I’m shooting with spared no expense!”

“Yeah mom, this is amazing, it really is,” Elle still felt awkward, but could tell her mother was trying to move forward and not dwell on that night with Ulysses the previous month.

Marcia smiled, turning to hug her daughter, kissing her on the forehead, “I’m so glad you joined me. We’re best friends remember?” Elle nodded, resting her head on Marcia’s shoulder.

When the embrace ended, they shared a brief gaze into each other’s eyes. They said, in unison, “I love you,” causing them to loosen up and giggle. Elle felt slightly better, but still couldn’t deny her attraction to Marcia.

“Maybe after I wrap up the photo shoot in a few days, I can have some wine delivered, and we can get in there,” Marcia looked over her shoulder at the hot tub.

Marcia went back to her bag, “I’m changing into my bikini and then we’ll hit the beach.”

Thirty minutes later, Elle sat on the beach behind her mother, rubbing sun tan lotion into her Marcia’s shoulders. She was remaining calm, not dipping too low, or attempting to graze her breast. Elle was letting it go.

The next few days on their week-long trip were pretty boring for Elle. Marcia was doing some photo shoots on nearby beaches and Elle found herself sun bathing or playing in the pool. She met a nice family and played with their son, throwing the kid around in the pool, having races against him and so on. She chatted with his parents, talking about her mother being there on work, basic biographical information. She told them of her college plans, her scholarship, never once thinking about Bob.

When she was in her room alone before her mother arrived she would usually take advantage of the hot tub in the back courtyard. She discovered the jets in the tub shot out water pretty forcefully. Elle giggled when the stream of water would crash into her clit. Several orgasms were had by her, alone in the hot tub, either by her fingers or the water jets under the surface. She would always picture herself and her mother in a sexual situation.

Those three evenings, when her mother returned, they would have dinner, chat about their day and lay in the bed, Elle careful not to lie too close or snuggle

On the final day of the photo shoot, Marcia as promised, had a couple bottles of wine delivered to their room. They had dinner together, Elle keeping her distance, though wanting to hold her mother’s hand on the way back to the room. After they arrived, Marcia changed into her pink bikini, taking Elle by surprise.

“Hot tub and wine remember?” Marcia asked. “We have four days left on this trip. I’m done with work, so time to unwind!”

“Oh yeah, right,” Elle smiled softly. She watched Marcia walk to the back courtyard area, her hips swaying, wondering if her mother would drink too much. Elle shrugged and put on her own black bikini.

She stopped in the bathroom, looking at herself in the mirror, her hand combing through her long blonde hair. “One more try and then I’ll never, ever, try again,” Elle told herself.

Marcia was sipping on a glass, leaning her head back, the bubbling hot water all around her. Elle sat across from her. Marcia offered her a glass, Elle politely declined.

“You sure? I won’t tell,” Marcia joked.

“It’s fine mom, I don’t really want any,” Elle said.

She watched her mother, lean back, sipping her wine for the next several minutes, listening to her talk about her final day of the photo shoot. It was for a nationally known fitness magazine. Marcia casually extended her feet, her long legs causing them to reach across to Elle. Elle grabbed one of her feet and began massaging it as platonically as possible while listening to her mother talk.

Marcia downed a few more glasses of wine, complimented her daughter’s foot rubbing skills and sank down into the bubbling water, getting her hair wet. When she rose from the water, Elle watched her, thinking how incredibly sexy she looked. Somewhere deep down inside Elle, courage erupted; it was the courage to try one last time.

Marcia ran her hands over her wet hair pushing it back over her ears. Elle slinked across the hot tub, sitting next to her mother. She placed her hand on Marcia’s face and turned her head so they were looking into each other’s eyes. Elle leaned in and gave her a long, slow kiss.

“Elle,” Marcia whispered, but Elle didn’t stop. She kissed her once more, another five second lip lock.

“Elle,” Marcia said louder, more sternly, but was met with another long kiss.

“Elle!” Marcia pushed her away. “Stop it! Ok? Enough. Just stop.” Marcia sighed, rising from the tub, grabbing her towel and heading inside, leaving Elle alone, with tears welling up in her eyes.

Elle couldn’t contain the flow of tears if she tried. She was sobbing alone in the tub. She felt so foolish, so idiotic, and disappointed in herself. Fear that she ruined things with her mother came over her, she started panicking, not sure what to do. She got out of the hot tub and went into the bed room to find her mother sitting on the bed drying her hair.

“Mom?” Elle was saying, tears streaming down her face. “Please don’t hate me.”

“Elle,” Marcia rose to meet her, her hands on Elle’s shoulders.

“I’m not gay. I just, I just don’t want you to hate me,” Elle said in between sobs.

“I could never hate you. Even if you were gay I would still love you,” Marcia holding her daughter close, her voice starting to tremble.

“It’s just I look at you, and,” Elle trailed off, “you’re perfect. I love you so much.” Elle was shaking, crying heavily in her mother’s arms.

“I love you too,” Marcia said, bringing Elle’s face up, wiping her tears. She planted a soft kiss on Elle’s mouth.

“You’re the only woman I would ever do anything sexual with,” Elle blurted out, only to have another kiss planted on her lips by her mother.

“I’m not gay, I just know I’d love to be with you,” Elle tried to get out. Marcia nodded and kissed Elle’s lips once more.

“I would never hurt you or want you to hate me,” Elle whispered.

“Elle, please,” Marcia whispered back, kissing Elle once more. “You’re making me cry. I would never hate you.”

The sobs, sniffs, and talking stopped. The only sounds were the repeated kisses Marcia was giving her daughter. Maybe they were out of empathy or perhaps another reason. They were standing next to the bed, Marcia holding Elle’s face, kissing her lips over and over. Elle’s tensed arms relaxed, going to her sides, her breathing calmed down and the two women stood there, kissing.

Marcia stopped kissing for a brief moment, running her hands through Elle’s hair. “Mom,” Elle whispered.

“Shh. Let’s sit,” Marcia whispered back, guiding Elle to the bed. They resumed their kissing, facing each other, holding hands and caressing the other’s face for a few moments.

Marcia then reached around and unclasped her bikini top, removing it as she kissed Elle. She then slid Elle’s bikini strap over her shoulder.

“Mom?” Elle stopped kissing Marcia, her eyes widening, looking at her mother’s breasts.

“It’s ok, Elle. It’s fine,” Marcia assured, sliding off the other strap of Elle’s bikini. Marcia began kissing at Elle’s neck while she reached around her to undo her black bikini top. Elle’s spine was tingling, her body becoming tense, Marcia continuing to kiss at Elle’s neck, eliciting a moan from her daughter when Marcia gently grabbed and squeezed one of Elle’s breasts.

Marcia guided Elle onto her back, still kissing her, still fondling a breast with her free hand. Marcia slid her other hand down Elle’s body, sliding her fingers down into Elle’s bikini bottoms. “Mom,” Elle whispered, her lips trembling as Marcia slid her middle and index fingers slowly across Elle engorged clit.

Marcia dipped those fingers into Elle’s slit, getting them lubricated with vaginal fluid, and continued her stimulation for the few minutes. Marcia felt Elle’s body shake and kissed her once more, Marcia’s tongue sliding into Elle’s mouth, swirling around, as her daughter moaned and shook lightly, climaxing from Marcia’s finger work.

It didn’t end there. After Elle climaxed, Marcia stood, removing her bikini and climbed back on the bed, straddling her daughter. She pinned her hands down to the mattress and began kissing and licking at Elle’s neck. Marcia eventually worked her way to Elle’s breasts, flicking a nipple before taking it into her mouth. Marcia kissed down to Elle’s tummy, slowly circling her tongue around Elle’s navel, before hooking her fingers into Elle’s bikini bottoms. Elle raised her butt off the mattress, allowing Marcia to remove them, and then gripped Marcia’s hair as she kissed along Elle’s thighs, hips, and eventually her neatly trimmed sweet spot.

Elle had only been eaten out by Ulysses before. It was amazing, but it was nothing compared to Marcia doing it. Elle scooted back further on the bed, spreading her legs wide, and her knees resting on Marcia’s shoulders while her mother worked. Marcia expertly licked all around Elle’s outer lips, sucking at her clit, sliding her tongue back and forth across her labia. Elle nearly exploded when Marcia’s tongue entered her. Lapping at Elle’s juices, Marcia’s tongue swirled around and against Elle’s inner walls, sending her daughter into a blissful trance. Unlike Ulysses, Marcia’s oral skills and maneuvers seemed far more random. Ulysses tended to use his tongue like a penis, sliding it in and out; Marcia on the other hand used her tongue far differently. Randomly sliding it across or inside, swirling around, licking up and down, left and right, it was insane. Elle gripped her mother’s damp head tightly; her body trembling, her legs shaking; as yet another orgasm overtook her.

Before that orgasm could subside, Marcia climbed back on top of Elle, kissing her face, her lips, her neck – Elle tasting her own juices on her mother’s mouth. She was in a state of constant bliss, not believing this was real, and unaware that Marcia’s thigh had come to rest upon Elle’s clit. Elle also didn’t notice that her own thigh was being straddled by her mother.

Elle was too busy kissing and moaning in pleasure to realize what her mother was doing. Marcia was grinding her hips into Elle’s thigh, dragging her clit across it, while Marcia’s own thigh grinding against Elle’s. Both women were moaning, kissing, and Elle instinctually started flexing her up hips upward, meeting her mother’s downward thrust.

The kissing stopped, their eyes met, their mouths hanging open, their bodies tensing up. It was happening, for both of them, climaxing at the same time.

“Ahh!” Marcia moaned, her hands gripping the sides of Elle’s head. Elle moaned back into her mother’s face, her arms wrapped around Marcia’s shoulder trapping her there. The both came, shaking, quivering, and moaning.

“I love you!” Elle managed to get out.

“I love you too!” Marcia said as waves of pleasure coursed through her body. When it passed, Marcia rolled off Elle, out of breath. Elle followed, snuggling up to her mother, resting her hand on Marcia’s stomach. They laid there for awhile in each others arms, regaining their breath, Marcia running her hands through her daughter’s hair.

Chapter 16

Her pussy was delicious, her anus was delicious, her entire body was delicious. After their initial love-making session, Elle feasted upon her mother’s body, licking, kissing, sucking every inch of her, savoring and exploring her. It was amazing. She mimicked her mother’s tongue work, occasionally getting tips and advice from a pleased Marcia. When Elle fingered Marcia, she tried to imitate what she did to herself, it seemed to work. Elle never asked her mother why she changed her mind, she just assumed seeing her little girl crying with desire caused Marcia to let go of any reservations she had.

They awoke the next morning around 11am, having only gotten a few hours of sleep. They had rolled around on the bed all night, eating each other, exploring each other, grinding against each other – Marcia acting like a teacher. Elle never once questioned how her mother came to be so experienced in lesbian sex, and frankly, didn’t care. She enjoyed every second with her, learning, doing, and climaxing.

They showered after waking up, the hot water steaming up the bathroom, Elle and Marcia slowly kissing, their tongues lapping at the other. Elle rested her arms around Marcia’s shoulders, Marcia’s hands on Elle’s waist, holding her close. They ended their kissing, looking into each other’s eyes and smiling.

“We should probably keep this between you and me,” Marcia said. “I’m not sure what family and friends would think, you know?”

“Does this mean we can keep doing this after we leave here?” Elle asked.

“Of course,” Marcia smiled. “I hope this proves I don’t and could never hate you sweetie.”

“It almost does. Maybe some more fun might,” Elle joked. Marcia shook her head and continued their shower make out session.

**********

Marcia was lying on her stomach in the bed that evening, her back arch, her butt extended – similar to one of the photos in her scrap book. She was nude though and Elle was with her, busy swirling her tongue around Marcia’s anus, prying her cheeks apart, licking everywhere.

“Now use your fingers, enter me from there,” Marcia instructed, out of breath. Elle complied, sliding two fingers into Marcia’s pussy.

“Yes!” Marcia cried, gripping the sheets of the bed.

“You taste so good. So beautiful,” Elle said, running her other hand up and down her mother’s back.

They continued on through the rest of the night and the next day. Forgetting to each lunch, forgetting to eat dinner, save for a quick snack, and Elle forgetting about something else, something that hadn’t crossed her mind in weeks.

Just as the sun was about rise the next morning, Elle threw her head back in ecstasy. She was straddling her mother. Marcia’s hand was moving furiously between them, sliding up and down Elle’s clit, while Marcia kissed at her neck.

Marcia lying back on the mattress, taking Elle with her, kissed Elle repeatedly. “We need to eat a little better today, ok sweetie? Let’s take a nap, and then get a good lunch, alright?”

Elle smiled lazily, “Ok mom. I love you,” she kissed her back. The fell asleep, nude in each other’s arms once again.

**********

“Ah yes!” Elle screamed. She and Marcia were propping themselves up with their hands, as if they were crab-walking. Their legs joined and entwined, their butt and hips coming up and down off the bed, their pussies meeting each other. They weren’t making love like they had been, they were fucking.

Marcia took one hand off the bed, grabbing Elle’s head, bring her in close, Elle did the same, continuing to bounce and grinding pussies. They came with a force of a tidal wave, screaming loudly, then collapsing on the bed, whimpering. Their feet near the other’s head. Elle turned her head to see Marcia’s curling toes. She smiled, grabbing her foot, sucking her mother’s toes.

“Ooh, sweetie, that’s a nice touch!” Marcia complimented her daughter, doing the same.

**********

“It is the same room?” the employee of the resort asked his coworker on the walkie-talkie. “Man I’m telling you there is something crazy with that room,” he said with this thick Bahamian accent.

“Yeah there is some kind of spirit in that room, casting a spell on people,” he joked. “Alright, alright, I’ll tell them to quiet down.”

The employee sighed and knocked on Elle and Marcia’s door, not knowing what to expect. He gasped in embarrassment, looking to the ceiling, trying not to peek at the naked girl that answered the door.

“Hi!” Elle said, naked and smiling warmly at the employee.

“Ah, yes, hello ma’am. I am letting you know there’s been a noise complaint about this room. I’m asking you to please keep it down,” the employee said, looking upward, occasionally glancing at Elle.

“Oh I’m sorry! We’ll keep it down, I promise,” Elle assured him.

Just then a larger, taller woman appeared next to Elle. This caused the employee to do a double take at a naked Marcia, standing with her arm around her daughter. The employee’s eyes lit up, “Oh my.”

Marcia’s face was expressionless; she looked him up and down, and then without warning, grabbed his shirt and pulled him into their room. Elle giggled and closed the door.

**********

Elle rested her head on her mother’s shoulder during the flight from Miami to Atlanta. They were both tired, but felt great. Marcia nudged her daughter and whispered for her to meet her in the bathroom in five minutes.

“Huh?” Elle asked, confused.

“Just do it, trust me. Five minutes,” Marcia told her, getting up and walking down the aisle toward the back of the plane.

Five minutes later, Elle shrugged, standing to walk down the aisle. She opened the bathroom door and her mother grabbed her by her shirt, pulling her into the small bathroom, slamming the door shut.

Marcia was hungrily kissing her daughter, groping her breasts, picking her up and sitting her on the sink. “Want to join the mile high club with me?” Marcia asked.

“Is that where people have sex on a plane?” Elle asked in between kisses.

“Yep,” Marcia stood Elle up, pinning her against the wall, sliding her hand into Elle’s shorts. “Finger me,” Marcia commanded. Elle did the same, her fingers, like her mothers, sliding in and out of a wet pussy, and her palms back and forth on an engorged clit.

Several minutes passed and both women were grunting, trying to be quiet, cumming on each others hands. Obviously no penises were involved, but it was good enough for them.

Chapter 17

Millie’s head was bobbing up and down, following Elle and Marcia’s movements in the bed. They had gotten home from their trip a few hours earlier and were already going at each other like rabid animals. Scissoring and shaking the bed, cumming over and over, and finally collapsing, thighs, back, and arms hurting, in a sweaty mess.

It had been a long day of travel. Sex in the shower, sex on the plane – them both joining the mile high club – and finally the last couple hours in bed together.

“I think I’ll put the house up for rent, or even sell it if I can, and move to Charleston with you,” Marcia said.

“Really?” Elle sat up in bed, casually tweaking her mother’s nipple.

“Yes. Maybe get an apartment there perhaps.”

Elle was elated, smiling widely, her thoughts spinning, putting what Marcia was suggesting together. “Mom, do you want grandkids? I mean I want to be with you, but you can’t get me pregnant.”

“I do want to be a grandmother someday. We’ll cross that bridge when we get to it. That’s a long ways off. I just want us to focus on each other for the time being. Maybe in 10 or 12 years we can get some guy to knock you up.”

“Mom! Ulysses?” Elle joked.

“Sure. But you know, maybe you could have a child, and it could be ours. Two moms?” Marcia asked.

Elle shrugged, kissing the nipple slowly, “Seems like we have a lot of choices.”

**********

Another day passed, time moved in slow motion, perpetual orgasms filled their day.

Elle was lying in her mother’s arms in a candle lit room that evening, rubbing their feet together, playing footsy. “Mom, why did you let this happen?” Elle asked, her hand caressing Marcia’s stomach.

Marcia sighed, “I think things have been leading toward this for a few months now. I pushed it away and tried not to think about it. That night with Ulysses where we looked into each other’s face while we climaxed on him, it just, wow.”

“It was great,” Elle said.

“It was very powerful and wonderful. I wanted more, but I knew it was wrong. Then that night I made you cry in the hot tub, I felt horrible. I felt worse when you started telling me you didn’t want me to hate you. I never could. So I gave in and just did it.”

Elle smiled, playing with Marcia’s belly button, “So are you and me a couple now?”

“That’s fine by me sweetie. We are more than parent and child,” Marcia answered. Elle rose on her elbows, kissing her mother, their bodies again become one, illuminated by the candle light.

**********

It was early August. Mom and daughter had been home almost two months from the Bahamas trip. Marcia found an apartment in Charleston close to where Elle was going to school. Before they left town, they decided to say goodbye to a good friend, taking a risk and letting him in on a secret.

Ulysses smiled watching Marcia and Elle make out in front of him, their hands at each other’s pussies. He shook his head, the two women had forgotten about him, leaving his erect cock alone to focus on each other. Ulysses cleared his throat.

Elle and Marcia turned to him and giggled. “Sorry,” Elle said.

“It’s ok, I do need to leave soon, so maybe we could, you know,” Ulysses hinted that they should shift focus to him, since it their idea to invite him over to say goodbye.

“Oh and don’t worry, I’ll keep this a secret,” Ulysses reminded them as they went back to sucking his cock. He winked at Elle, who winked back.

**********

That very same evening Bob left his bedroom and entered his office area. Robin, his finance was there with him, asleep in the bed. They had been discussing wedding plans, finally deciding on a date in September. Bob was having heart burn and difficulty sleeping. He booted up his lap top and sat at his desk.

A few minutes later he was searching through his vast collection of video files, choosing one that was a little over a year old. He double-clicked to play it. Bob sat in silence, watching two women enter a bathroom at one of his office buildings. One woman closed the stall door behind them, grabbed the other woman and began kissing her passionately.

Bob watched as Marcia slid her hands into Devin’s skirt, her arm furiously going back forth, while she kissed on Devin’s neck. Bob saw the look of pleasure on Devin’s face. Marcia stopped, grabbing Devin’s head, kissing her once more. Bob stopped the video.

“That’s a pity,” Bob thought to himself. “I thought for sure young Elle would be successful. Perhaps she isn’t like her mother after all. I was wrong.”

Since giving Elle the challenge letter in March, Bob never heard from or saw her again.

The end.