Tags include mff cheating, oral, sex, voyeur. All characters are over 18.

-

"Now that we are alone," Cindy said as she bumped the motel door closed with her butt, "Where were we?"

It had been a few weeks since the camping trip. It was just after dark, but Cindy didn't look tired at all. Her mother Kelly had arranged for a trip through the mountains and they had just stopped at a motel. Kelly had one room, and they had another next door. Fred had felt awkward on the ride, but Kelly hadn't made any moves so he had just started getting comfortable.

"Well, I noticed there was only one bed per room." Fred said. "I guess we will have to share-" Cindy jumped up, wrapping both her strong legs around him, locking them behind his hips, and locking lips with him. "Hmm?" he stumbled a bit. Even for her, it was a bit aggressive. She was lightweight, but the force still made him step back. He was holding her by the haunches, reaching his fingers under her booty shorts and grabbing her ass. He sat down on the bed. She moved her feet to mount him as he laid back.

"Ah!" She broke off the kiss and licked her lips, "It's been too long!" her hips ground his into the sheets as his fingers seized her rump and pushed her against his budding erection. "Oh!" She coo'ed. "I'm soaking my shorts Fred!" She murmured, "Why do you still have this on," She voraciously pulled his shirt up and off of him. Before he knew it she had backed up onto the floor and was pulling at his jeans.

"Cindy," He didn't want to stop her, but she was moving very fast, "At this rate, I'm not sure we can be quiet." He said under his breath, "Your mother is right next door, and these walls are," His belt was off and her hand slipped into his boxers and around his cock like a glove. "Oh!"

"Shut up and fuck me!" She hissed and kissed, crawling onto him and stroking him under his clothes. Her other hand fumbled with her own bottoms she murmured as she pulled at her waistband, "I don't care if she hears," He helped yank her shorts to her knees, freeing her curves to the air. Her panties had a damp spot already, "In fact, I hope she does-"

There was a knock at the door.

Cindy was so startled she fell backwards off the bed, tripping on her own shorts. "Eep!" She fell on her ass. Fred quickly helped her up. She was giggling and groaning, "Owey!" She seethed, "What the fuck-"

"Cindy?" It was Kelly from behind the door.

"Uh, coming mom!" She pulled her clothes back on in frustration. "Get in bed!" She hissed and pushed him back. "I don't want mom seeing your dick out!" Fred gulped and nodded. She had no idea how familiar her mother had been with that part of him. He got into bed as the door opened. Cindy had it open only a crack. "What's wrong?" There was a wispier. Fred couldn't hear. He heard a disappointed sigh, "Let me get my keys." He saw her close the door with a growl as she walked to the ground to pick up her keys that had fallen. "Mom's had a few drinks and needs me to pick something up for her. It will only be a few minutes." She checked her phone, "Fuck, the nearest store is five minutes away!" She seethed, "But ten minutes tops! There and back!"

"What's so important?" He asked.

"Girl things." she said simply.

"Ah."

"I'll be back," She took a few steps to the door before giving him a wink, "Feel free to get yourself nice and ready for me!" She walked out of the room with a smile.

Fred grimaced and looked up at the ceiling. It was always something. He turned off the lights and closed his eyes. He was a bit tired from the car ride. Maybe resting his eyes a bit was a good idea.

It wasn't long before he heard the door open and close again. He was half asleep, and wasn't sure if he was dreaming or not. In the dark he heard the sounds of clothes being tossed to the floor. Then he felt the covers shift. She didn't embrace him however. Maybe she was tired.

Then he realized she was not where he thought she was. He felt skin on his legs and hands on his groin. She had crept up the end of the bed between his legs. He looked down and saw a large lump under the covers. "Cindy?" He asked. He felt his boxers lowered and felt her lips on his flaccid cock. "Oh?" He wasn't going to stop her. He saw the bump in the bed that was her body rock back and forth. He saw the vague outlines of her ass and head and the curve in between. It was not long before his cock was back up. He rose to meet the challenge as she engulfed him. "Is this a special occasion? I thought you didn't like the taste?" the sucking just got better. It was a lot better than usual, she was like a vacuum down there. "Hmm!" He hummed and pet her head from outside the covers. He felt her bob up and down with even more enthusiasm.

He imagined her face with his cock inside of it, stuffing her cheeks full. He noticed her back undulating, and felt her shoulder at a strange angle on his leg. "Are you touching yourself? Naughty girl." She hummed the affirmative. "I'm glad you are enjoying it." Her hips bounced as she sucked and fucked herself. "I want to see more of you." He groaned. He knew it would be hard in the dark, but he could make out shapes well enough. "Since you are so into it today," He seethed as he felt her tongue tickle his shaft, "How about we finish dirty? All over your face? Would you like that?" He felt her growl and hum with hunger and saw the bobbing head tilt back and forth in a nod. "Well, I'm starting to get close." he admitted as she stroked and kissed. He heard her coo's of arousal when her mouth was busy breathing and not sucking. She was pulling with her lips, "Cindy," He grunted, his hand reached under the covers to pet her face, "I'm almost there," She sped up her pace. She put her face around him. "I'm-" He sucked air through his teeth as he flipped the covers up and off the bed to see her. He saw her face, her bare back, her naked butt grind the air, and his cock aimed at her Kelly's naughty grin.

It was not Cindy. Her mother, Kelly, was buck naked and masturbating, kissing his dick. She stuck out her tounge and closed her eyes as she pumped a string of come across her face. "Wha-" he grunted. She kept stroking, his come covering her hair and shooting up so high it rained down on her back and ass. "You, You aren't Cindy-" Her face was dripping with his ooze when she put the head of his dick back in her lips again and sucked him dry. "Oh god Kelly!" He shivered. She sucked tight all through his pleasure. It was a long one. "Oh wow!" he twitched in her mouth as her tongue cleaned him. "Kelly-"

She took it out and pet it with her cheeks. She kept the twitching member on her face as she said, "Shush!". She silenced him and went back to sucking. He grunted at the sensation. In time, she lessened her hold on him and smiled, lightly playing with his cock as it fell, "How was that Fred? Better than my daughter?" she finished with a final lick down his shaft.

"Kelly," He wasn't sure what to say. His girlfriends mother was dripping with his come all over her body and face. She was still touching herself and panting. "Why are you here?"

She giggled, "How else am I supposed to suck your cock?" She asked innocently. "Oh! Maybe you wanted a sixty nine instead? If you are good for another go-"

There was the sound of a car door closing. Fred looked to the door and then back to Kelly in a panic. Kelly put a wet finger to her come drenched lips and swiftly crawled off the bed. She threw the covers back onto him before scampering off to find a hiding spot. Fred hissed, "Kelly! Where are you-"

The door opened and he turned. Cindy had a disappointed grimace. "Jeez," She complained, putting her purse down and closing the door. "Mom isn't even answering the door. I guess she could have waited till morning!" She said it loud as if she wanted Kelly to hear it. "Anyway, Ugh!" in the dim light of night Fred peered around the room anxiously. "Good news though, they also had condoms!" He could not see any trace of Kelly, then the door closed again. "So, when we last left off," he turned back and saw Cindy already in her underwear in the darkness. She had a foil square in her teeth. She jumped into bed next to him. She dropped the package on his chest like a dog might. "You look full of energy!" She giggled and reached for his cock, straddling him as she did. "Hmm," She played with it as he held her cautiously, "You didn't do anything while I was gone, did you? You feel a little-"

He gulped, "Eh, there might have been a pre-game event."

"Fred!" She pouted, but it melted into an embarrassed smile, "You couldn't help it could you? Thinking of me really does that to you? Well, I guess I can't help that I have that effect." she kissed his lips and caressed him lightly, "You better have enough for the big game." She teased. She ground herself against him, rubbing his slick, soft cock on her moist panties. "Come on," She reached back and undid her bra, letting it fall loose. "I know you have more in you!"

He would have forgotten Kelly was there if he didn't see her stand up right behind Cindy. His heart skipped a beat when he saw her covertly trying to wiggle her ass into her panties in the dark. Moonlight shimmered off the wet streaks of come on her back and cheeks. "Hmm? Whats wrong?" Cindy asked. He desperately grabbed Cindy's breasts and pulled her down by the tits to kiss her. "Hmm!" She yelped. She pushed off of him with another pout, "Hey! That hurt!" She gave another smile, caressing his side, "Not that that's a bad thing, just, ask permission next time, alright? You surprised me!"

"Right." He agreed as he saw Kelly watching along, fitting her boobs into her bra and shirt, but still curiously watching.

"You still seem distracted." he felt his girlfriends hands across his face and saw her eyes stare into his. She seemed confused and mildly upset.

"Not at all!" he caressed her body and took one of her orbs in his mouth.

"Oh!" She ground her hips against his and closed her eyes. As she did his eyes darted to see Kelly at the door. She gave a thumbs up and a wave. "Fred, you still don't seem into it-" He grabbed her and rolled. He rolled a bit too much and the both begin falling off the bed. "EEEEK!" he was sure to keep her safe, a hand around her guarded her head and his other hand went to catch the ground. The bed sheet clung to them and slowed their fall. As they tumbled he heard the door opening and shutting. He sighed in relief and met her face. She looked angry. "What the fuck Fred!"

"Sorry! I'm not used to beds this small-" She grabbed his head and pulled it to her, kissing him passionately. Her tongue entered his mouth and he returned the favor. By the time they were done she was breathless. Then she pinched his cheek.

"That was really hot!" She explained, "But don't do that again!" she caressed his face.

"Right!" he nodded with a smile "But we should probably-" he was about to get up but she held him close to her.

"No." She gave a naughty grin. "Down here. Do me on the floor!" She kissed his chin and neck, "Your little problem down there seems to be shaping up finally-" he felt half a hard on press on her slick mound.

"Little?" He rose an eyebrow.

She pulled his hair and wrapped her arms and legs around him, "Prove me wrong!" She teased. He looked down and saw the condom still wrapped between her cleavage. The covers were tight around them, but he was still able to fit his arm to take it, rip it open, and station it down to their desires. "Oh!" He slowly pushed inside of her. "That's more like it!" She smiled and held him tight, "Hey, can I be on top? You're a bit heavy"

"Right," they spun the covers. They were getting tight. She clung to him as she rocked his body. Her face was in his chest as she groaned. "Hmm!" She humped his cock. Fred saw movement past her body and nearly gasped.

Kelly wasn't gone yet. She was watching from behind the bed, sitting on the floor, her hand down her pants. Kelly was watching her daughter fuck Fred and touching herself. He tried to motion for her to leave but Kelly just smiled, bit down on her shirt collar, and continued to watch, one hand circling her tit and the other her mound.

"Fred-" Cindy groaned. "Fred I love you-" She coo'ed "Oh baby, you are so hard-" Fred gulped, "Hold me!" She held him tight. He growled and took the hand he was using to wave off Kelly and grabbed her ass with it. "Oh!" She kept a nice and easy rhythm. Her mother sped up her own pace as she watched from the shadows. Kelly covered her mouth and Fred heard her stifle a moan. Her body clenched and he heard whimper. "Huh?" Cindy slowed. "What was-" He pulled her down and kissed her, thrusting up quickly into her. "Hmm!" She growled with excitement. "Hmm!" She hummed again, this time, a higher pitch. She felt Cindy shake. She broke of the kiss, "I'm, I'm-" She tightened, "Ha!" She shuddered and came on his cock. "Oh! Oh wow!" she humped him vigorously as he once again heard the sound of a door opening and shutting. "Sh-Shit! That's good!" She called out. He finally felt like he could relax. "H-Hey," She was still grinding his cock, "D-Did you just hear something?"

"Huh?" He played dumb. "No, uh, must have been a neighbor."

"Tehe," She giggled and kissed him deep. "You were really great tonight!" She said with surprise. "You are still so hard," She was breathless. She gave a playful raise of an eyebrow, "You haven't been practicing, have you?"

--

There was silence in the car on the ride back. In time, Kelly started, "So." She looked to him, he wondered exactly what she had planned, "Next week is Cindy's birthday." She explained.

"Oh." he sighed in relief. He had been worried they would be talking about something else.

"Don't act so surprised." Cindy gave him a small scowl.

"I knew!" Fred asserted. He knew it was sometime this month at least.

"So." Kelly continued, "I'd really like it if you could visit the house next weekend." She tapped the steering wheel playfully. "My house. Both of you." She explained,

"I can't come till Sunday." Cindy explained, "Work stuff." She sighed.

"But Fred," Kelly gulped, a little nervous, but with a smile, "If you were interested, I have a little work I could use your help on. Do you think you could arrive sometime early Saturday?" She asked hopefully.

"Um, I'm not sure." Fred looked to Kelly, then to Cindy.

Kelly continued in a sing song tone, "I'll make you breakfast in bed~" She offered.

Cindy laughed, "No way! You wont even do that for me anymore!" She teased.

"Well," Kelly said, licking her lips. Fred gulped as she eyed him like a wildcat views prey, "I have to find a way to pay you back somehow." She giggled as Fred felt his whole body go flush.

"You should do it!" Cindy gave him a playful nudge. "Just don't work him too hard okay?" Cindy teased. She gave Fred a sultry look, "He needs his strength!"

"I certainly do." Fred said mostly to himself.

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