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"I'm not hurt," Tracy said, with drier eyes than her mother s.

"You're not?"

"Of course not. Gee, Mom, where have you been? You read the papers. You watch TV. This is the age for divorces and new relationships. I think it's super!"

"You do?"

"Sure! I know about you and Phil."

"What?" Carol gasped. Tracy was tempted to tell her she had seen them naked in bed, fucking their brains out, but she decided against it.

"Well, I know you weren't just holding hands. I mean, you're both adults."

Carol looked nonplussed. "What's this world coming to? My daughter is freer than I am!"

"You can be free, too, Mom. Just let yourself go. And stop thinking I'm a little girl who doesn't know anything and has to be protected."

"I don't know," Carol murmured. "That's an awful big step for a mother to take."

They chatted some more while they did the dishes together. Tracy steered the conversation back to Mr. Benson.

"Is that why you're mad at Mr. Benson? Because his wife took dad away from you?"

"Yes!"

"But that wasn't his fault," Tracy said, putting a dish away. "Why blame him?"

Carol turned and peered at her daughter quizzically. "How did you get so smart? You're right. I never stopped to think that way. He didn't have anything to do with it."

"Right," Tracy said with a little laugh. "And he suffers, too. I mean, if he has to watch dirty movies, he must be in terrible pain."

"We won't talk about that, young lady," Carol said firmly.

That was okay with Tracy. The ice was broken. The seed was planted. Now it was time for the final stage of her plan.

"Mom, can I go to the movies?" she asked. "You're exasperating, Tracy. You sit home all day watching TV, then when a good movie's coming on, you want to go out. Well, go ahead, but be home by midnight."

Tracy was home ten minutes after she left the house. She slipped in by the kitchen door and hid herself in the hall closet. From there, she watched her mother on the sofa. Then she saw Carol turn the TV off and go to her room.

Tracy stole out of the closet and tip-toed into the living room. She got down on all fours and crawled over to the sofa. Rising up, she peeked over the back of the sofa and saw just what she thought she'd see. Carol had the shoebox on her bed and she was getting undressed.

Tracy watched with bated breath as her pretty mother made herself beautifully naked. Her pubic hair was a big black bush. Tracy saw her sit on the bed and apply the vibrator to her pussy.

Satisfied, Tracy back-tracked and snuck out the kitchen door. She dashed over to Al Benson's house and rapped an his door.

When she opened it, she laughed excitedly and said, "Now!"

She was back in the hall closet when the front doorbell rang. She peeked and saw her mother come out of the bedroom in her bathrobe, a terry-cloth thing that was really too small for her, especially across her huge tits.

"Al!" she said, a little startled by his appearance.

Al was wearing nothing but an old pair of cut-offs. "Can I come in, Carol? I saw Tracy go out, and saw your light on."

"Is something wrong?"

"No, not at all. I'd just like to talk to you – if you don't mind."

"Well, I was going to bed early…"

"I could come back tomorrow."

"No, that's all right. Come in."

Tracy smiled with relief. She cracked the door a little wider and watched Al and her mother move to the sofa. Her ears perked up.

"There's something I've been wanting to say for a long time," Al began in a kind of voice that thrilled Tracy. "I understand how you would hold it against me for what happened, but I'd really like to be your friend again."

"I was thinking about that today," Carol said.

"Do you think we could be friends?"

His eyes roamed over her half-naked tits and thighs. Her eyes ran over his hairy chest and chunky crotch. They looked as tense as two teenagers about to neck. Tracy stifled a giggle.

Suddenly Al's mouth was on Carol's and their arms went around each other in a passionate embrace. Tracy's hand flew to her tits and she rubbed them hard as they kissed. This was super exciting for Tracy.

She was wearing an old blue mini-dress, and her tits felt great in it. Her nipples stood out and made little bumps of their own as she played with them. She gave a little moan as her tits were aroused by her fingers end by what she was looking at.

Al had Carol's robe wide open. "You're beautiful," he said hotly, feeling one of her big tits. "I always thought you were, you know."

"No," Carol whispered. "I didn't know."

"Remember the last picnic? You were wearing a green halter and matching shorts. You drove me crazy that day. Every time you moved, I wanted to attack you."

Tracy put a hand over her mouth to silence herself. She knew that Al didn't remember a damned thing about that day, much less what Carol Arnold was wearing. Tracy had supplied him with all the details, knowing that her mother would find it romantic. It worked.

"I didn't think you even noticed me," Carol breathed, letting him explore her tits freely.

"I guess I'm not as bold as your husband," Al said, slipping one hand down to her bushy twat. "He saw what he liked, and took it."

Carol tittered like a teen. "It looks like you're taking what you like."

He sure was! Tracy thought hotly, eyes wide on the horny scene. Al pressed Carol back against the sofa and wedged his hand between her thighs, and his big finger disappeared into her muff. Tracy gawked and rubbed her pussy hotly.

Al's mouth captured Carol's and they took turns sucking tongues. Carol's hand slipped over onto Al's lap and Tracy saw her deft fingers get his cut-off's open and his big stiff dick out. Al finger-fucked Carol's cunt and she jerked his prick.

"Take me to bed," Carol suddenly breathed hotly.

Tracy watched as they made their way around the sofa and into the bedroom. Then she took her little dress off and crept naked in all fours to the sofa. She peeked over it and saw her mother push the vibrator and magazines aside and lay down flat on her back, legs wide open.

"Give it to me," she heard her mother rasp. Tracy crouched, knees shaking as she watched Al drop his cut-offs and climb onto the bed between Carol's outstretched legs. She licked her lips as Al slid his massive cock into Carol's juicy cunt and she finger-fucked her own juicy cunt as Al fucked her mother.

From her new vantage point, Tracy could see all of her mother's hot pussy and could easily see Al's rigid prick drill into her hot, writhing body. It was doubly exciting for her because her mother was getting fucked by the nicest man she'd ever met.

Her excitement mounted by the minute and, as Al's big cock slaughtered Carol's grinding cunt, she squeezed her ills hard and finger-fucked her pussy hornily. Her cute little ass quivered and her legs trembled as she came on her drilling finger.

After a short one, she crept on all fours around the sofa and into her mother's bedroom. She crawled around the bed to the side and Al fucking away lustfully.

"Jesus!" he groaned.

"Wh-what's the matter?" Carol gasped hotly.

"Nothing, nothing," Al groaned into her ear. "Your pussy's so tight."

Tracy stifled a giggle and reached one hand up onto the bed. It felt around, found her mother's vibrator, and pulled it down with her. Smiling triumphantly, she rolled under her mother's bed and fucked herself with the vibrator while the bed overhead jounced and jiggled violently.

She didn't dare turn it on, but she had lots of fun with it anyway. As Al fucked Carol's cunt more and more overhead, Tracy drilled the thick dildo in and out of her squirmy, squishy pussy-hole. It felt great!

"I'm cumming!" Carol screeched.

"Good," Al grunted hornily. "I want you to."

"But what about you?" Carol gasped.