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Introduction:

Taking up where pt.1 left off
In order for this to make sense, you have to read pt.1


Todd bolted from the couch and raced around Nicole as she reached for him, and darted into the bathroom, slamming the door and locking it behind him.
He took several deep breaths before picking up his phone and calling Michelle.
Voicemail. Shit! Shitshitshit!!!!
As soon as her voicemail beeped, he began speaking.
“Michelle, you need to get back here, Nicole had too much wine tonight and is acting all weird, and I just don’t feel comfortable being alone with her right now. Call me as soon as you can. I’m hiding in the Goddam bathroom from her!”
A few minutes later, his phone beeped with an incoming text.
Nicole.
A Picture message.
Shit, he was dead. If Michelle ever saw this, he was a dead man.
Nicole had removed the baby doll and was posing topless on the bed, her hand piling her hair on top of her head, a sexy pout on her lips.
Todd tried not to look at the image, but he couldn’t help but notice how firm and round her breasts were, and how tight her stomach was.
Although Michelle worked out frequently, she was starting to show some sag and softness in some areas.
He hurriedly deleted the picture, and dialed Michelle’s number again.
“She’s sexting me now!!!! You need to get up here and get her out of here!!!!” He whispered fiercely into the phone.
As soon as he hung up, he received another picture from Nicole.
Even though he knew that he shouldn’t, he couldn’t help but look at it.
This shot was of just her hand, holding up her thong in between her thumb and forefinger.
He texted Michelle: Please, please, please call me.
Another picture from Nicole.
This one was taken over her shoulder and down her back, featuring the cleft of her ass.
Look inviting? Was the caption.
Todd swallowed hard.
The next one must have been difficult to take, and Todd found himself puzzling over how she managed it.
Up on all fours, her ass thrust backwards, with one hand pulling her ass cheek wide, exposing her puckered bunghole.
Care to go exploring?
Todd briefly wondered if he was going to wind up in the news.
“Teacher marries students’ mother, then bangs student. Is he running some sort of perverted sex ring? Details at 10, on Investigative News.”
Oh God, he was so fired.
Just then, his phone buzzed.
Michelle. Thank God.
“Michelle, Nicole’s gone crazy!!! You need to get back here and take her home!!!!”
“What is she doing?”
“She came out of the bathroom in lingerie, and now she’s sending me naked pictures of herself!!!”
“Why would she do that?”
“Jesus Michelle, how would I know?!?!?”
“What did she say to you?”
“She didn’t say anything!!!! No, wait …. She said that you wanted her to fill in for you tonight. Did you really send her to take your place today?????”
Michelle sighed. “Yes. And tonight.”
That brought Todd up short.
“What??? Are you serious????? Michelle, are you crazy?!?!?”
Michelle sighed again. “Todd, the reason that Nicole’s father and I divorced was that he cheated on me. Repeatedly. He just lost his attraction for me, and started looking for sexual fulfillment with other women. I don’t want that to happen with you.”
“So you send your daughter to take your place?? Michelle, this is nuts, I am not sleeping with Nicole, we can work out whatever problems we’re having, this would just make things worse!!”
“Todd, the only problem we’re having is that I’m not taking care of your sexual needs. It’s not you baby, it’s me. I just don’t have much of a sex drive anymore, and you do. I’d rather know who it is that you’re sleeping with, then have you running around with God-knows-who.”
“And you pick Nicole?!?!? Why not one of your friends?”
“Would you rather have sex with one of them? Which one?”
Todd was getting exasperated. “None of them!!!”
“Then have sex with Nicole.”
“Michelle, the only person that I want to be having sex with is you!!”
“But I’m not there, and she is. And more importantly, I don’t want to have sex. She does. Did you notice how firm her breasts are? How nice and round they look? How about her ass? There’s no sag there. She’ll indulge your back door fantasies, I bet. Her little starfish is so nice and clean. I bet she prepared it special for you.”
Todd couldn’t believe this.
“Wait … you know what pictures she sent me?”
“Of course, I suggested the poses.”
Todd sagged down to the edge of the tub. “I can’t believe this.”
“Believe it, Todd. The opportunity to have sex is right there, and I won’t be upset. But I bet Nicole will be if you turn her down. She’s always had a crush on you, you know. You’re her secret fantasy, and have been since she was fourteen.”
And with that, Michelle hung up.

Todd stared at his phone, dumbfounded.
Is this really happening?
Michelle was offering up her daughter to him, and Nicole was up for it as well.
Todd could see a bunch of ways that this could go wrong, but at the same time his sex life hadn’t been very satisfying for quite a while.
He sat in the bathroom for several minutes before he finally made up his mind.
No way was he doing this.
He and Michelle would find a way to work through their problems, they’d get counseling, but he was not sleeping with Nicole.
He cautiously peeked out of the bathroom.
“Nicole? Honey, are you here?”
“I’m right here.” She replied.
Todd came out of the bathroom to find her seated in the middle of the bed, wrapped in a bathrobe, hugging her knees to her chest, and staring off into space.
“What’s wrong with my mom?” She asked him.
“Nothing’s wrong with your mom, sweetie. We’re just having a bit of a rough patch is all.”
“No, there’s something wrong with her. Daddy left her after he screwed a bunch of other women. You’re going to leave her too.”
Todd was shocked by this.
“Nicole, I don’t know why your parents split up, but I can assure you, I’m not going to leave your mom.”
“I’m going to be just like her. Everyone says so. Even her. I’m going to be alone, too.”
Todd knew people were always comparing the two of them and remarking on how similar they were in looks and personality, but Nicole was taking the comparison too literally.
“No, sweetie, they just mean that you look alike, that’s all.”
“No it’s not. We already are the same. All of my boyfriends have dumped me for other girls. I’ve never broken up with a guy, it’s always the other way around. There’s something wrong with me, too. Something makes guys leave us.”
At this point, tears began to run down Nicole’s face.
Todd climbed onto the bed beside her and put his arm around her shoulders.
“Zach, my first boyfriend, dumped me for Sheila Waters, because she would put out and I wouldn’t.”
Todd knew who she was talking about, Sheila was a notorious slut, even as a Freshman.
“I gave it up to Ryan, and he still dumped me for another girl….”
Her tears were flowing now, as she went down the list.
“Sam, Jordan, all of them left for someone better.”
“Nicole, there wasn’t anything wrong with you, it was them.”
Nicole shook her head.
“That’s not true. When I pledged my sorority, they made us all stand there in our underwear, and they circled all our problem areas with magic markers. I had more than any other girl.”
Todd had heard of this practice, and thought it juvenile.
It was obvious that despite her beauty, Nicole was deeply insecure, and this ritual had stuck with her.
“Nicole, those girls were crazy. They were probably intimidated by you, and wanted to try and tear you down. You can’t let them get to you. Come here.”
He took her by the hand and led her to the closet, which was mirrored.
He stood behind her and pulled the robe from her shoulders, leaving her naked in front of the mirror.
“Look here.”
Todd began running his fingers over her body. He hadn’t intended it to be sensual, but as soon as he touched her bare flesh, he could feel a spark.
“Your skin is flawless. No blemishes whatsoever.”
He traced his fingers along her taut stomach.
“You have that line that shows off your abs. You’re toned, but not overly so, you’re at just the right balance.”
Todd knew that he was pushing the boundary now, but he just couldn’t help himself.
Sure, he and Michelle had been having sex, but it had been so rote and mechanical for so long, that just touching Nicole was awakening his physical desire.
In spite of himself, Todd kept going.
He cupped her breasts in his hands and continued speaking.
“You have gorgeous breasts, round, full and firm. They’re perfectly sized to your frame.”
He grabbed her ass cheeks next.
“Your ass is nice and tight. No cellulite or sag.”
He got down on his knees as he traced her legs.
“Your legs are absolutely gorgeous. Toned and firm, and they taper down perfectly. No cankles here.”
It was like he was touching a work of art, a living, breathing statue of a perfect woman.
As he stood, he placed his hands on her hips.
“Your hips swell out at just the right angle, giving you that classic, “hourglass” figure.”
He ran his hands through her hair.
“Your hair is so soft and lustrous, with just the right amount of bounce. Never flat or tangled.”
He hadn’t touched Michelle like this in how long? Every time he tried, she’d brush him away.
He ran his fingers along her jawline and up her cheeks.
“You have high cheekbones, the kind a model would envy.”
He ran one hand though her hair, lazily playing with it, while his other traced down to her pubic mound. He just couldn’t help himself.
“You keep yourself well manicured. No bumps or razor burn.”
He looked over her shoulder into the mirror.
By this time, Nicole had melted against him, and was sighing as he moved his hands over her body.
“But all of that pales in comparison to the beauty that you are on the inside. You’re kind and considerate, always thinking about other people, always putting them ahead of yourself. You care about people that no one else does, and you always see the best in others. That’s where your real beauty is Nicole, and don’t you ever let anyone tell you different.”
Nicole turned to face him.
“Make love to me, Todd.”
Todd faltered. He knew it was inevitable, but still tried to fight it.
“I can’t. And it’s not because there’s something wrong with you sweetie, it’s because I love your mom.”
Nicole wrapped her arms around his neck and kissed him.
“Pretend I’m her. We look alike, you said so.”
Todd tried not to respond, but he was too far along for that. As Nicole ran her hand down to his groin, he tried to fight the natural reaction, but it was no use. He realized that his fate was sealed as soon as he pulled her to the mirror.
As the beautiful young woman in front of him started stroking his dick, Todd pulled her to him and kissed her deeply.
“Nicole, you need to understand something, this would just be sex for me, nothing more.”
She kissed him back. “That’s okay, I don’t need anything more.”
He gave in to his lust and led her to the bed, placing her on her back, and kneeling between her legs.
He couldn’t remember the last time he had seen a naked pussy up close.
Nicole’s outer labia were already engorged, and her clitoris peeked out from under its’ hood. The aroma from her pussy was clean and fresh.
Todd inhaled deeply before he began planting light kisses on her outer lips.
Nicole inhaled sharply, and Todd had a brief flashback to the first time he had slept with Michelle.
He took his tongue and ran it up and down her pussy lips before pushing it inside her.
Nicole groaned and wrapped her legs around his head. Todd responded by pushing his first two fingers into her pussy, and slowly pumping them in and out as he continued to spear her pussy with his tongue.
As Nicole tilted her hips upward to give him better access to her pussy, he saw her asshole come into view, and remembered the picture that she had sent him.
Care to go exploring?
He took his pinky and pushed it against her sphincter, testing her reaction.
When she shivered and pulled his head closer against her pussy, he pushed it through, causing her to yelp and groan.
Her ass felt warm and tight, and Todd began pumping the tip of his pinky in and out, in time with the movement of his other two fingers in her pussy.
“The Shocker” as it was known to the younger crowd had been around forever, but every generation thought that it had invented sex.
Nicole was gasping and whimpering as Todd continued his combined oral and digital manipulations.
Todd began wiggling his pinky inside of her ass, and Nicole’s whimpers increased in pitch. She started kicking her legs, and tried to push his hand out of her.
“Oh God Todd, no more, please, I can’t take anymore.”
Todd removed his fingers from her and began to crawl between her legs, but Nicole drew her legs closed.
“Not yet, I can’t take it just yet. Let me take care of you first.”
She bent down and took his dick in her hand and began stroking it. When she was satisfied that he was hard enough, she grabbed a condom from the bedside table, tore it open, and rolled it down his cock before she took it in her mouth.
Todd leaned back on his heels and enjoyed his first blow job in over a year.
Nicole looked up at him with a playful glance, and spoke with a little girl voice.
“I’m afraid I’ve been a bad girl Mr. Chandler, I may deserve a spanking.”
Todd peered down at Nicole. Something about that made him uncomfortable, and she could see it in his face.
“Was that too far?”
“It’s a little bit awkward, yeah.”
“I’m sorry. It’s just that I’ve always had a crush on you. I used to sit in your classroom and fantasize about you.”
Todd could feel his dick starting to deflate. “Okay, now that makes it really awkward.”
Nicole stopped talking and took his dick back in her mouth, determined to make him forget his reservations.
As her head moved up and down on him, she pushed her tongue along the underside of his dick.
She took her hand and began pumping it up and down the exposed part of his shaft, twisting it around, her hand aided by the spit she was leaving behind.
Her other hand reached around him, squeezing his ass and pulling his hips forward, trying to force more of his cock down her throat.
Todd began moaning, it had been so long since he had enjoyed a blowjob, and Nicole was obviously enjoying it, working with a tremendous amount of enthusiasm.
She took her hand off of his ass and began to lightly tickle his balls with her fingernails while still jacking him into her mouth.
Todd reached down and pushed her back, trying to slow her down.
She sat back and looked up at him with a quizzical expression.
“I’m sorry, was it not good?”
She had such a disappointed look on her face that Todd couldn’t help himself, and laughed weakly at her.
“No honey, it’s amazing. But if you keep going, I’m not going to last much longer.”
Nicole grinned at him, reassured as to her cock sucking prowess and leaned back towards him, trying to resume her work.
“Well that’s good, isn’t it?”
Todd reached out and stopped her.
“No, it’s not. I’m not as young as I used to be, I’m afraid that you’d wipe me out for the rest of the night.”
Nicole smiled at him and sat up, bringing him in close for a kiss.
She wrapped her arms around his neck, and fell backwards with her legs spread apart, pulling him down on top of her.
As Todd pressed forward, searching for the entrance to her pussy, he found that she was so tight, he was unable to get more than a couple of inches inside her.
As he gently pressed forward, Nicole moaned and wiggled.
Todd had never thought of himself as well endowed, but this experience was making him feel like a giant.
When he finally felt his balls rest gently on her ass, he paused for a few moments, catching his breath and trying not to cum from the pressure on his cock.
It felt like a hot, wet fist had grabbed hold of it.
As he began gently pushing in and out, Nicole kept moaning and wiggling underneath him, adjusting to the feel of his cock inside her pussy.
It was a different feeling than fucking Michelle, and while Todd was enjoying the experience of having sex with someone who was enjoying it with him, he was also analyzing the difference between Nicole and her mother.
Todd realized that while Michelle had a repertoire of techniques and exercises that she used to maintain pressure on his cock, Nicole was just naturally tight.
And while she may have lacked the technique of her mother, her enthusiasm and youthful freshness made up for her lack of experience.
Todd pumped in and out, pausing to rotate his dick inside of her every half dozen strokes.
Each time he rotated, he ground up against her clit, mashing it between their pubic bones, and intensifying her pleasure.
“Oh God, oh God, oh God.” Nicole panted. “Oh, this is amazing.”
Todd grinned to himself. Nicole was pretty easily impressed, not that he was complaining, mind you.
After several more cycles, Todd pushed himself as far into Nicole’s grasping pussy as he could, and began rotating his hips, stirring her insides with his cock. He reached down between their bodies and began frigging her clit with his thumb.
That pushed Nicole over the edge and she began thrashing and squealing with delight.
She grabbed his face in her hands and pulled him down on top of her and began kissing him passionately, then rolled him over so that she was on top of him.
She brought one leg up, and placed her foot flat on the bed next to him, while kneeling on the other.
She wrapped her hair in her hand and piled it on top of her head while placing her other hand on her hip and began to gyrate her hips back and forth on top of him, while pursing her lips in a sexy pout.
Todd was briefly reminded of a trip to a strip club, and the lap dance that he had received there.
This was a whole hell of a lot better.
He reached up and took Nicole’s breasts in his hands, cupping and lifting them, gently caressing them.
Nicole tossed her head back and moaned.
“Oh God, that feels so good. Most guys just grab them and squeeze them. They have no idea what that feels like.”
Then you probably haven’t done this. Todd thought to himself.
“Nicole, turn around so that you’re facing away from me.”
Nicole obediently stood up, then turned her back to him before squatting back down.
She guided his penis back to the entrance to her pussy, and slowly began to lower herself back onto him.
In this position, she was able to control the descent, and she took her time. When she finally hit bottom, Todd sat up and cupped her breasts in his hands before laying back down, pulling Nicole backwards.
She reached back and placed her hands on his chest, bracing herself, and began to lightly rock back and forth.
She discovered that in this position, not only could she control the depth and speed of the penetration, but Todd’s cock was also pushing into her G spot, while stimulating her clit at the same time.
Holy fuck.
Nicole began bouncing wildly on his cock, twisting her hips as she bottomed out, and turning every which way, seeking out each possible thrill from this position.
She soon settled on bouncing up and down for several strokes, then circling her hips, then bouncing again.
She could feel her orgasm building, and knew that it was going to be a good one.
As she got closer, she picked up the pace, bouncing her ass up and down like she was on a trampoline. When her orgasm hit her, she tried to keep going, but kept shuddering as shock waves reverberated through her body.
Holy shit. How can mom not want to do this every night? She thought to herself.
When she finally finished, she was as limp as a wet rag, but she could still feel Todd’s cock inside her.
In his position, he was only able to roll his hips up a little way, and he was still pumping shallowly into her.
She collapsed backwards on top of him and moaned.
“Todd, I don’t have any energy left.”
He wrapped his arms around her and rolled her over, never letting his dick leave her. Now she was face down on the bed, with him laying on top of her, his dick still buried in her pussy. He snaked a hand around her waist and underneath her hips, seeking out her clit. She tried to force his hand away, but she was too weak from her recent orgasm to stop him.
She was still sensitive from her previous orgasm, so the direct stimulation to her clit was initially painful, but soon became pleasurable.
In the meantime, Todd kept pumping in and out of her, before she felt his dick start to twitch inside of her.
Todd groaned as he spurted a huge load into the condom.
As Todd rolled over to recuperate, he realized that he hadn’t felt so satisfied from sex in ages. Nicole pulled the condom off of him and went to the restroom, and he dozed off, stirring only when he felt Nicole climb back into bed and drape an arm around him and push her body up against his in the spoon position.
The next morning, he awoke feeling relaxed and refreshed.
Then he remembered the previous night.
Holy shit. Did I really fuck Nicole?
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