It was almost midnight and I had gone up to bed a few hours earlier, but was unable to sleep. My sister, Sara, was 18 and out for the night. My mom was cool like that. She let Sara and I have a lot more freedom than some of the other k**s we knew. I got out of bed and started down the stairs to get some warm milk - the best thing I know to help induce sleep. Halfway down the stairs I started hearing my mom's voice mixed with Margie's coming from the basement. They weren't talking or laughing. I remember catching my breath as I realized what I was hearing. My mom was moaning, breathless. I knew what I was hearing but couldn't believe it. I reached the bottom of the steps and turned down the hallway to the kitchen. I was barefooted and wearing just a long tee shirt, so I'm sure I made hardly a sound as I traipsed into the kitchen. My eyes immediately found the door to the basement. The light was on downstairs and the door was slightly ajar. I crept past the little dining. Mere seconds passed until I was doing a broom handle imitation. Still showing no emotion, she planted her hands on the bed above my hips. Shifting her weight onto her arms, Barb pulled her hips level with mine.She rose up on her knees, then hiked her little blue dress up to her waist. God in heaven, she'd worn no panties. Completely numbed by shock, I lay staring at her light covering of dishwater blond fur and the unimaginably sexy slit it couldn't entirely hide. I continued to stare wide-eyed as she gripped my shaft, centered it underneath her pussy, then lowered herself until I could only see her pubic hair meshing with mine.Silently she rose and fell. My eyes were glued between us where, for the first time, I was seeing my penis move in and out of a women. My system was now experiencing as great a physical shock, as emotional. I felt heat, warmth, softness, gripping muscles, erotic ridges, textures, and so much more. I'd seen few bare beavers. Not only was I seeing a beautiful.
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