My name is Penny and I'm a sixteen-year-old pom-pom dancer. My dad died when I was five and it's been just my mom and I for a really long time. She didn't start dating until about two years ago and things recently got serious with her boyfriend Sean. He moved in with us about a month ago when he lost his job and couldn't afford his rent anymore. I like Sean, he's a really nice guy and I don't think I would mind having him be my stepdad.

My mom had to leave town suddenly three days ago when my aunt had an accident. It's been just Sean and I alone in the house and things got a little wild yesterday afternoon. I got home from school and dance practice around 4:00 and went to the bathroom first. I noticed that some dirty underwear and bras were scattered on the floor, some my own and the others my mom's. When I got ready for school that morning in our one-and-only bathroom, they weren't there and I know I had put all my dirty clothes in my laundry hamper. My mom is a bigger lady and she has huge boobs, but I'm a very skinny girl and my bra cup is small, just 36b. My hips and butt are also a lot smaller than my mom's, so the contrast of both of our underwear on the bathroom floor was pretty drastic.

After finishing in the bathroom, I scooped up all the underwear and took mine to my room. Forgetting that Sean was home, I went to my mom's bedroom to put hers away and found Sean naked on her bed watching porn on his laptop. Sean is forty-two and I've always thought he was handsome with his blue eyes and short trimmed beard. He's lost a lot of hair at the front of his head, but that never bothered me. I had never seen him without a shirt on, let alone naked. I was shocked, but couldn't help but stare at his toned body. He looks pretty skinny with clothes on, but he actually has six-pack abs and some nice pecs. His chest is covered with dark hairs. Then I saw his dick...

"Oh shit! You're home. Uhh... What time is it?" Sean slammed his laptop shut and sat up, but he didn't make any attempts to cover up his naked body as I stared.

"It's after 4. Why was there underwear all over the bathroom?"

"Awe man! I meant to put that away before you got back." He paused for a moment, thinking about what to say next, before he continued. "Do you want the answer that makes you more comfortable or the real answer?"

I was a little scared of what he would say next. "The real answer," I replied.

"Well... Obviously I think your mom is hot... but I also can't deny that I find you amazingly sexy. And I know you're too young for me, but I just couldn't resist the chance to sniff your cute little bras and panties and compare your underwear with your moms. I mean, your mom is so big and sexy and curvy, but you're so little and petite and young and that's so fucking hot." He stood up and started walking towards me, his erect cock swaying back and forth with each step as he continued talking. "And you're at that right age where I know you must think about sex a lot. Have you ever had sex?" He was standing inches away from me as he asked it. I blushed and nodded my head as he smiled big. "And are you too young for me, Penny?" I was feeling tingly and warm all over as I shook my head no.

Almost instantly, Sean's big hands were on the sides of my face, his fingers in my light brown hair as he leaned down and kissed me passionately. His short beard tickled my nose and chin as his hands moved down to my hips. His thumbs tucked into my waistband as he kissed down my neck and started sucking on it. His fingers unbuttoned my capris and dropped them to my ankles as his hands reached up to my shirt and pulled it up and over my head. I stood there looking up at him in just my little blue bra and panties as he admired my body before picking me up and taking me to my mom's bed. He climbed on top of me and pulled down my bra straps, sliding it down past my boobs to my tummy as his mouth found my nipples and he sucked each one, back and forth, until they were so hard and perky.

He kissed down my tummy and got between my legs, slowly peeling my panties off. "Oh my God," he said as he saw my little pussy with just a little bit of brown pubic hair above it. His mouth instantly wrapped around my clit, flicking it with his tongue and sucking gently. His beard tickled the inside of my legs as he started opening and closing his mouth along the entire length of my vagina. His tongue began licking me up and down as I moaned softly, breathing so heavily. His tongue went back to focus on my clit as he inserted his middle finger in my pussy. He looked up at me with a wild look in his eyes as he said "You have the tightest pussy!" He continued to finger me, licking my clit fast as he brought me close to an orgasm. As I started to moan louder, he grabbed my hips and pulled me to the edge of the bed. He got beside me and wrapped his left arm around me, holding my left boob as his right hand went back to my pussy. He squeezed two fingers inside and started fingering me harder and faster than anybody ever had before. I was wincing and moaning so loudly.

"Oh yeah, cum for me baby," he said with his lips pressed right up against my ear. "Cum all over my fingers. Make that pussy so wet for my big dick." Like magic, my body began to do what he was begging me to do. I began to cum so hard that I began to scream and cry a little. It was so intense that it felt like my cum was gushing from my hole. That had never happened to me before. Sean pulled his fingers out and rubbed my pussy as he kept his mouth against my ear and said "Oh yeah, baby, oh yeah" as he breathed deeply in my ear, making it tingle.

His right hand raised up to my face as he slid the fingers he used to finger me into my mouth. "Suck it off, baby." I sucked my juices off his fingers and then he withdrew them.

Sean stood up and grabbed my ankles, lifting them over my head as he rested his dick on my pelvis. "Look how big this is," he said to me as I looked down. His dick was bigger than anything that had ever been inside me before. It was around seven inches long and pretty thick. He tapped it on my pelvis as he said "You gonna be able to handle this, baby?"

I bit my bottom lip as I looked at it. "I don't know," I replied.

"Only one way to find out." Sean pressed his head against my hole and forced it in. My jaw dropped uncontrollably and I let out a high pitched gasp as he forced about an inch into me. "Oh fuck," he moaned. "So fucking tight!" He continued to rock it in and out, trying to work it deeper into my tight twat. I must have been making a very painful face, because it hurt a lot. I was moaning and crying out, mostly in pain, as Sean spread my legs and got down on top of me. He braced his elbows on either side of me and placed his hands on the sides of my forehead. "You okay, baby?"

"You're so big it hurts!," I exclaimed as I bit my lip while he pushed in a little deeper.

"You're going to get used to it soon and beg for more," he told me as he kept working it in, picking up speed a little bit. I started to cry a little and he slowed down. "Do you want me to stop, baby?" I shook my head no and he leaned in and kissed me as he began fucking me a little faster again. He pulled back and his face was beginning to get sweaty and flushed as he said "Oh shit, you're so tight I'm about to cum." He pulled out and climbed over me, kneeling around my tummy as he rubbed his dick and began shooting cum all over my chest. He was breathing so heavy, his hairy chest heaving and his abs pushing out and in as he calmed down and leaned in to kiss me. Then he put his mouth against my ear again and said "You're better than your mother."

Sean got off me and grabbed something off the floor. When he stood back up, he was holding one of my mom's bras and a pair of her panties. He slid the panties around my ankles and slid them up onto me. They were very lose and baggy on my little hips and would have fallen off if I stood up.

"Why are you doing that?" I asked him as he grabbed my arms and brought me up to a sitting position so he could put my mom's big bra on me.

"I just think it would be so hot if you wore your mom's underwear while I fuck you."

"You're not done?"

"Oh no," he smiled real big as he finished hooking my mom's big bra on me. It hung so low that it didn't cover my boobs at all and the cups were huge, reminding me of just how flat chested I am. It was humiliating, but really lit a fire inside Sean as he picked me up and sat down on the bed with me in his lap. He slid my mom's loose panties over and angled his cock back into my pussy, pushing me down onto it. His arms wrapped around me and his hands grabbed my shoulders, almost like he was doing a pull up. He began to thrust up into me fast, fucking me so hard that my bottom lip was hurting from biting it too hard. In this position, his cock was perfectly hitting my g-spot and I was quickly being fucked to ecstasy. I began to moan and ride against his rhythm. Sean began to grunt like an animal, going wild as he knew he was about to make me cum harder than ever before. I squeezed his shoulders as he drilled me and suddenly I was screaming, my eyes welling up with tears as I came so hard I thought time stopped. My pussy exploded in his lap, drenching my mom's panties and making a wet spot on the sheets.

Sean held me down on his dick, forcing me to be still as he kissed me. He turned to the side of the bed with me still on his dick and stood up, bouncing me on his cock as he walked us to my bedroom. My room is incredibly girly, with purple sheets and pink wallpaper. Sean tossed me onto my bed gently before grabbing my ankles and holding them high over my head so my toes touched my pillow. He held them there with one hand as pulled my mom's panties to the side again and angled his cock back into my pussy.

Sean released my ankles and leaned in, admiring my face and body as he pounded me in my body. He had become so sweaty, his face was glistening and his chest hair had become wet. He was starting to stink like dirty gym socks as his face became more intense.

"You want my cum, sweetheart?"

I nodded my head. His hands quickly moved to my throat, holding it tightly as he began to pound me harder than ever. I looked up at him with wide eyes as his face began to turn red. "Oh fuck, yes. Oh fuck, so tight!" he started to grunt as his thrusts became slow, long and deep. Finally he plunged his cock balls deep inside me and moaned loudly, sliding his hands from my throat to my shoulders and landing on my breasts, holding each of them as his cum shot deep inside me. His thumbs and index fingers pinched around each of my nipples as he slowly pulled out. He grabbed under my knees and raised my ass in the air, holding my cheeks against his chest as his fingers spread my pussy lips to see my hole full of cum. He let go of my lips and let my ass fall to the bed. He stood up and walked towards the door, but turned around before he left to look at me.

"We can never tell anybody about this, but anytime you want to be fucked like that when you're mom's not home, just come to the bedroom." He gave me a wink as I watched his naked ass leave the room.