I had been going out with Amber for a few weeks and hadn't got anywhere with her. Anytime I got near her tits or pussy I was pushed away and told not now. I was thinking after the last rebuke if not now, when? I had decided that tonight would be the last time if I didn't get at least a feel of her tits. I was going to dump her. Then I was dragged to her home before we were meant to be going to a pub, for the life of me I cannot remember why. I was sure glad that we did though, as there opening the door stood Carol, Amber's mother. Her shorts were cut off jeans that showed as much of her arse as was covered. Then those tits! They were a big pendulous pair that were unfettered from any bra and those big nipples were wow. I knew they were big by the way they poked through the material of her almost transparent Tee Shirt and the dark brown areolae showed clearly through the material as they giggled around. She gave me a great big smile and said, "So your Rob." I told her I was and she put her hand on my arm and escorted me through to the lounge while Amber went off to her room for whatever she wanted or needed. "Tell me all about yourself," she asked as she seated me on the sofa and sat uncomfortably close to me. I could see down the Tee Shirt and there was a deep ravine between her tits, but I couldn't quite get to seeing either her areolae or nipples. Not for trying though. It had the knock on effect in waking my dormant cock that started to fill with blood. We had barely talked when Amber rushed into the lounge claiming that she had found it and we could go now. She grabbed my hand and pulled me away from her mother. I would have preferred to remain with her mother but gave in and went off to the pub with her mother saying, "enjoy yourselves," as she looked at the obvious bulge she had just caused. I did wonder if she expected me to use it on her daughter. Amber can drink like a fish and was soon in a happy mood and I wondered if tonight was the night that we got to that now moment. When we left I drove us to a quiet place that I had taken several of my previous girlfriends. I had barely stopped the engine when I got another not now. I asked if not now, when. All I got was when I'm ready. I took Amber home and was again greeted by Carol who again escorted me to the sofa. Amber told us that she had a test at the university in the morning and was going to bed. I was left with Carol on the sofa as Amber disappeared up the stairs. I felt that I had been abandoned by Amber and then I felt like I had just been thrown to the lions as Carol moved in for the kill as her left arm had gone around my back and her right hand was on my right knee. "Now where were we," she asked, "You work at Hellards, your twenty, and an only child." To try to deflect her I asked where Carols father was and was told he run out on them when Amber was three. I couldn't help but look down the valley between those tits and I could feel my poor cock struggling to straighten itself again. Carol asked if I had fun with Amber. What do you say to a mother, no your daughter wouldn't put out. I lied and said yes it was fun. I could feel the hand was no longer on my knee as it had moved several inches up my thigh. Carol asked if I liked what I was looking at. I was hoping that she didn't mean her tits, but she was and as I went to talk, her hand slipped up my thigh almost to my crutch. In a squeaky voice I answered yes I did like the view. The hand behind me was suddenly was on my neck and pulling my head down into the valley. Simultaneously the hand on my thigh moved rapidly to the growing bulge in my trousers. I squeaked like a girl as her hand gently stroked my cock through my trousers. I also found my nose lodged between Carol's tits. Unfortunately I was now too close to appreciated the view, but the soft warmth was nice. I found my left hand reaching up and trying to cup her right tit. My father always said more than a handful is a waste. At this point in time I wouldn't have agreed with him. As nice as it was with my face buried in her tits, I did need to move so I could get some air. Carol seemed loathed to let me free, but did relax her grip on my head as she turned her main attention to my belt and zip. My cock was freed in record time. If only Amber had taken lessons from her mother. It was my turn to have my hands on her neck and eased her down and onto my throbbing cock. Clearly she hadn't forgotten how to treat a cock since her husband deserted them as she sucked my cock deep in one of the best blow jobs I had ever had. Every so often carol would take my cock out her mouth and lick all around the head before sucking it deep into her mouth again. I couldn't take much more of this and told her I was close. She sucked harder and took my full load into her mouth and then made a point in showing me that she swallowed it. I wondered if she had finished with me. Clearly she hadn't as she sat up and pulled her Tee Shirt over her head and off. Those tits fell out and swung free. I was right, she sure did have big nipples and areolae mounted on large globes. Then my head was pulled down to them again and this time I could suck on those thick nipples and fondle the fleshy tits. I could hear quiet moans from Carols mouth as I sucked and played with her tits. "Better than my daughters?" she asked. Not taking my mouth from her nipple I answered, "Mmmmm." She allowed me a good twenty minutes playing with her tits before she pushed my off them. Was this a, not now, moment about to happen. No it wasn't. Carol stood and wiggled and gyrated hard in getting out of those shorts. I sat watching with my mouth open as the shorts slowly got to a point where they could come down and then her shoes came off so she could kick the jean shorts off. She turned to face me and her patch of pubic hair was just at eye level and again her hand pulled me to her. This time my face was buried in her patch of fur and her pussy. "Well lick it then," she instructed. I flicked my tongue out and straight into her pussy. Carol moaned and pulled me closer and deeper into her crutch. I wasn't sure which of us was enjoying this the most, but Carol clearly was as she moaned with each movements of my tongue. I definitely was as as well, as I hadn't had any pussy for five months. I could also feel my cock growing again as I enjoyed carol's pussy. She allowed me another ten minutes of licking and sucking her pussy before she again pushed me away. I knew it wasn't a not now moment as she was spreading herself on the sofa and placing a foot either side of me. I went back in for another few minutes of licking. Carol was pleading, "Fuck me, fuck me now. I need you in me. I teased her with a couple more licks and then climbed up her and slipped my hard cock up to my balls with one thrust. As I started to get into a rhythm Carol again pulled my face into her tits and again my mouth latched onto a nipple as I sucked on it and her breast flesh. I couldn't tell who was fucking who as she was thrusting at my cock hard if not harder than I was thrusting at her. Then she moaning and groaned and went stiff as she came. I followed seconds behind her and sprayed her insides with my cum. Then we were laid in a tangle of arms and legs as we both panted for air. Once we had recovered again Carol said it was time I went home. We both dressed and she saw me to the door and gave me a long snog before she said she looked forward to seeing me again and stroked my soft satisfied cock. Then she pushed me out the door. On my walk home I was pondering what had happened. My girlfriend had knocked me back again and instead her mother had taken care of business so to speak. If I dumped Amber now I wouldn't get to see Carol again. I decided that if I wanted to see and have Carol again I just had to stay with Amber. So the break up didn't happen at that point. I continued to see Amber for another ten months and in that time I eventually managed to get all the way with Amber on just two occasions. It wasn't as if she was a virgin or anything. She had already lost that, so I was confused as to why she made me wait so long. In between I had been seeing Carol once or twice most weeks and as Amber was always around I would take Carol out into the countryside to to get to pleasure her and sow my oats. It was only when Amber was not around could we make love in doors. Then the inevitable happened, Amber walked in on us making love. We were in Carol's bedroom and Amber just walked straight in and saw me slamming away at her mother's pussy. There was nothing I could do about being caught so I finished what I started and brought us to orgasm. Then having dressed I went down stairs to a flaming row with a crying Amber. She was just as angry with her mother as she was with me and gave her just as much abuse. After she had finally calmed down I told her that it was her own fault as she refused me sex for so long. Then to put the boot in I told her that her mother was a much better lay anyway, and she should take some lessons from her mother. The argument raged then between carol and Amber and I just listened. It got to a position where Carol told Amber she was old enough to leave home as quick as she liked and if she didn't like it she knows where that door is. With that Carol dragged me back upstairs and into her bedroom. It was the first night that I actually slept over. Not that we slept much. I'm pretty sure that Carol was extra noisy when we made love again that night to show Amber that she had to put up with it or leave. The air was rather frosty for several months and then Amber seemed to have a change of mind. She seemed to be cosying up to me, and one afternoon she threw herself at me when Carol was out. Well I own neither of them anything so I took full advantage and shagged her silly for over an hour. Afterwards she asked if her mother was really a better lay and I told her that it was only because she had a lot more practice and is prepared to do and try anything. That must have struck home as she made as many opportunities as she could for us to be alone and each time allowed me to use her in any way I liked. She was getting very adventurous in what we did and where we did it. I was beginning to struggle as Carol was quite demanding and Amber was also trying to get as much as she could. Amber was getting to be quite a lover. Then it happened again but in reverse Carol caught us in bed together. Again I finished what I had started and afterwards Carol threw the two of us out of her house, telling both of us to never come back. Amber moved in with me in my flat. I have moved house twice since then and Amber is still with me. Only now we have four kids and got married fourteen years back. Carol did eventually come around and visits us to see her grandchildren. I never had the chance to revisit my sex life with Carol, and just after our first child she met and married a man who is a year younger than me. Obviously likes them young. And what of Amber. Well our sex life improved as Amber got more into it and tried things I thought she never would. That also included going in for swapping and swinging. Would I change anything. No I wouldn't.