To be completely honest, I never gave much thought to how beautiful my step-mom is. I mean she and my Dad married when I was 12 years old and she was just my step-mom and since hitting my teen years, I really gave her little thought. She was fine and I liked her, but never thought about her in any other way, not until my BFF mentioned it.Marion Sherwood Forest is my best friend since we were in the second grade. Do not make fun of her name! Yes, her parents were Robin Hood nuts, just ask her brother Errol Flynn Sherwood. Well, after my mom died, she became almost my sister. My Dad was fine with it and her parents were almost my surrogate parents as well. We did everything together and as we grew up we even did a few things our parents might not approve. Like many girls, we also practiced kissing each other and that progressed to more than kissing. One day Marion mentioned Audrey.When Dad married Audrey, I was fine with it. She was nice and contrary to many of the stories some of my friends told about their step-parents, she seemed like a jewel in comparison. We got along just fine, nothing special, just fine. Since I had just finished high school and was prepping to head off for Uni, Audrey and I lived in the same house but didn’t interact all that much. Dad was a hard worker and often traveled, so we spent considerable time together – at least in the same house together.Now Marion and I spent lots of time together, after all, she was heading west for school while I was heading in the opposite direction, we were sort of getting together more and more knowing our time was getting short. Thankfully all of our parents respected our privacy, even if she did tell me her mother knew all too well what we were up to. We didn’t consider ourselves lesbians, we just preferred each other over others, especially guys. Oh we dated a few in high school, but always seemed to find each other more fun, more interesting, and when we started getting sexual . . . well, you get the picture.One afternoon, Marion said something a little disconcerting and that started me thinking things I probably shouldn’t be thinking.“Your step-mom is hot!” She said while we lay together with the sweat of our lovemaking slowly drying. ‘Pillow talk’ was what Mar called it. We talked about many subjects while we were together, but she never talked much about Audrey. I thought about it and realized that we had walked past Audrey just a little while ago. She was laying out by the pool in a one-piece suit that looked pretty painted on.“I guess so,” I replied noncommittally.“No, I’m serious. I knew she was pretty, but seeing her in that suit. If she was your real Mom, I could see you looking that good when you hit your thirties.”“She’s almost forty.”“Then she’s even hotter than I thought.”I smacked her leg. “How can you even think about her now?”Marion rolled over on her stomach, her naked ass within easy reach. “Not just now, I always thought she was gorgeous, Ankara escort but never realized just how much.”I smacked her ass and that led to more sweaty sex. The only downside is I kept picturing Audrey by the pool. She had been laying on a chaise with her eyes closed taking in some sun. Her skin shone with some sort of oil. Her suit was low-cut and showed an impressive cleavage, which also shone with oil. The cut of her suit also showed off her hips and long legs.After Marion and I each came a couple more times, she hit my bathroom and I peeked out the window. My room overlooked the backyard, so I could see Audrey. She was laying on her stomach like Marion had been while we were chatting. I tried to be objective and realized if anything Marion had understated things. Audrey’s ass was probably the best I had ever seen. I shook my head, trying to get that image out of it, but the more I tried to the harder it got to ignore.That set the stage for the next couple of weeks. I found myself hanging around the house more and spending more time with Audrey than I ever had. I really never realized just how lucky I was in the step-parent roulette. Maybe I should say my Dad got lucky. Audrey was about five-six and was built. I really hope my chest looks like that someday. I would guess a solid ‘D-cup’. A slim waist that expands to generous hips and a terrific ass. I never really noticed how nice she always dressed, tasteful, and sexy at the same time. Form-fitting, but not skin-tight. I remember her decked out for an evening out and bet every guy, and probably half the women, were drooling over her butt.I think Audrey noticed something because she even commented on my hanging around. “What’s up, Anya, you usually can’t wait to get out of here every day, plus Marion hasn’t been here in two whole days?”“Nothing, I think I’m just nervous about Uni.”She came around the breakfast island and came close to me. She was again in her bathing suit but also wearing a pair of shorts and barefoot. Her long dirty-blonde hair was pulled back with one hair-tie. She had no make-up on but still looked amazing. Then she did something out of character for both of us, she hugged me.“Don’t worry about Uni, you’ll love it. Lots of great people, you can learn a ton about stuff you’ll need for your future and also about yourself.” She started pulling away when I put an arm around her waist and pulled her closer. I put my head on her shoulder. “Fuck, she smelled even better than she looked,” I thought.She held me close for a moment and then something clicked in me and I kissed her. Not some tongue-twisting kiss, just a touch of the lips. Her eyes opened in surprise for a second and then we disengaged. I simply said I would see her later and headed to Marion’s.Yea, I know I ran away. My heart was beating a mile a minute, but if I stood there another second I was going to do something that might get my face slapped. “What Ankara escort bayan the fuck is wrong with me, she’s my step-mom! Until Marion said something, I would have considered her more part of the furniture — which is really unfair, but I never gave her that much thought!”I started toward Marion’s, but for a change just kept walking and thinking . . . and walking . . . and thinking . . . and remembering the touch of her lips . . . and I ended up in one of my privacy places, one I hadn’t been too in a few years. I guess it was after Dad re-married, I really didn’t resent Audrey, but I started looking for places to just — exist for a little while. Off the edge of one of the subdivisions was a small strip of trees. It was less than a football field long and about the same width. On one side were houses, on the other was a pit where the construction crews would dig up dirt and sand as they were building new homes or dump it when they dug out a basement. Smack in the middle of the woods was a clearing sheltered by a number of trees that kept it nice and shady. One of the trees was perfect for climbing and I remember spending many an hour sitting up near the top of that tree, just thinking. I hadn’t been there in about three years and I found it hadn’t changed much. I climbed the tree with a little less than my old agility. I think my body remembered the climb, but being several inches taller, about 25 lbs. heavier and actually having a chest and hips made the climb a little different for me. I got myself into a comfortable position and sat there thinking very hard.About six, I heard a voice calling my name. Marion, of course.“Audrey called to talk to you, and I think it was the first time I ever lied to her and told her you had popped out with my Mom to get something from the store while I was cooking.”“How’d you find me?”“Come on, Anya, where else would you go? What’s wrong, Audrey made it sound like no big deal, but I know somethings bugging you.”I climbed down with less grace than I remember having and Marion hugged me. She did know me, and in many ways better than I know myself, so I told her.“Ever since you called Audrey ‘Hot’, I can’t get her out of my head. She is damn hot and I can’t stop thinking about it.”“So, make a play for her,” Marion said.“You gotta be kidding, she’s my step-mom and married to my dad. She would kick my ass.”“I think you could take her.” She said with her usual grin.“Come on, she’s got me by inches and pounds. She’d kill me.”“You might be right, besides you would be so busy getting off on her being so close you couldn’t fight.” Marion started laughing, which made me laugh as well. However, the mental image of a wrestling match with Audrey made me wet.We went back to her house and I called Audrey and told her I wouldn’t be home for dinner. She sounded disappointed, I guess because Dad was out of town for a couple more days. She did talk me into Escort Ankara coming back with Marion for a girl’s movie night, something we did often and sometimes Audrey did join us.You can probably picture it, a big bowl of popcorn, sodas, scattered pillows and blankets and some stupid movie on the big tele. Usually, it was just Marion and me, but as I said, sometimes Audrey would join in. Just like over at Marion’s sometimes her Mom would join us too. Both of our dads always seemed to find something to do in their respective offices for the evening.Tonight was different. Usually, it was Marion and me on the floor, amongst the pillows with Audrey on the couch or chair. Tonight, at a really scary part of the movie, Marion pulled Audrey off the couch and she ended up on the floor. I couldn’t have been more aware of her. I know why Marion did it, but it still caught me off-guard.I sat up, against the couch. Audrey was laying on her stomach between Marion and me. She had her arms on a pillow as she watched the movie. She was in a summer shorts pajama set with bare legs. Her knees were bent and her feet were next to me, right near eye-level. Her toes were painted a cute dark red. Marion was lying next to her and she kept glancing back at me.I sat there trying to watch the movie but being distracted by two beautiful butts just a couple of feet from me. Marion’s ass was terrific, tight from swimming and running, and she seemed to be having trouble lying still, her legs and butt were in constant motion. Audrey was the opposite. Her butt was bigger but perfectly shaped and I imagine also pretty tight because she was in such great shape. She, however, stayed pretty still, apparently engrossed in the movie. From where I was sitting I could see right up her legs and could see where the shorts bunched up a little before disappearing into the shadows.Another scary part and we all jumped, Marion ended up hugging Audrey and for the first time in my life, I was jealous of my best friend. I knew she thought my step-mom was hot, but seeing them hugging like that was even hotter than possible. Marion shifted closer to Audrey, Angling her body across a little. We made a nice triangle. Audrey was one side, aimed right at the TV, I was sitting still against the couch making me the base of it, and Marion went from me and angled up so her head was very close to Audrey’s.I sat there, like a lummox, and tried like hell to watch the movie, but after a few minutes, I realized Marion was masturbating. “What the fuck!”I saw her outside arm tucked under her and her butt tighten and relax in a gentle pattern. It was a sight I had seen often. We started masturbating together and it gradually led to other things. But for her to do it inches from Audrey was disturbing, not for the least reason was my own body wanted me to do the same. I pressed one hand between my legs and found out I was dripping wet myself. “I’m gonna kill her!”From my vantage point, I think I saw the moment when Audrey realized what Marion was doing. Her body went from relaxed to stiff. I think it was because Marion wasn’t being nearly as subtle as she had started out. Audrey’s head stayed pointed right at the tele, but the tension I saw in her sent a very different message.