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I do not own The Incredibles. I'm not making any money from this story..

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Incredibles: Study-Buddy Sleepover (Fm)
by Neenah

That Tony Rydinger was a hot piece of ass, thought Helen Parr, aka Elastigirl. If she had been her daughter she'd have been all over the young stud, making it clear to him that she was single and available and that her virginity was temporary and his for the taking. However her 13 year old daughter was only interested in him as a friend and study buddy (which Helen suspected was something to do with the doe- eyes she cast at her friend Kari when she thought no-one was looking). As far as Helen was concerned if Violet wasn't interested it left the field free for her divorcee Mom.

She subtly expanded the roundness of her ass and the size of her tits, making them strain against the jeans and top respectively, before she entered the front room. Vi and Tony were hunched over the table, both frowning as they tried to calculate the Math problem they'd been set earlier that day at school. They looked up as she came in, Vi's face still creased in the frown, Tony's turning to lust as he looked at his best friend's Mom almost bursting out of her tight sweater. She smiled, a sexy purr that would go over Vi's head, but made Tony's pants expand magnificently. "Dash is staying the night with friends, Tony, would you like some milk and cookies?"

He looked at Violet, who nodded her acceptance, before turning back to her Mom. It gave Helen just enough time to expand her nipples so they were pressing forward, making the sweater cling tightly round them. "That would be great, Mrs Parr," he said politely to her expanded chest.

"I'll just get you both some, to make sure you keep your strength," Helen said. She turned and walked away, making sure her butt wiggled against her jeans and sure that Tony's gaze would be lustfully following it. She gave it an extra jiggle as she got to the door before walking out and reverting to her normal proportions.

She opened the refrigerator to get the milk and heard footsteps behind her. Unluckily they didn't belong to Tony, sneaking in to take her from behind as she dreamt, but her daughter. She straightened, extending her arm to place the milk on the table and turned to Violet, who was standing in front of her with her arms on her hips as if she meant business. "Are you trying to seduce my friend?" she asked.

"Yes," replied Helen.

"Good," her daughter replied back with a smile, "It's about time you got some again and Tony's a dish, all the girls at school say so." She gave a small shrug as if she couldn't herself see the appeal of her study-buddy, before giving another beaming smile, "He's not seeing anyone at the moment and he's horny like a hound," as all teenage boys were all the time. Helen nodded as her daughter continued, "If you want some help I can hint to him you're single as well and in desperate need of a filling."

"I would not say desperate," Helen said, "Just in need."

Vi ignored her, "I like how you've rounded your tits and ass, but you need to wear something much tighter to really show them off - those jeans that are too small for you and the red sweater, without a bra. That'll really grab his attention."

"When did you become so smart?" Helen asked.

"When I decided that my Mom needed to be laid," Violet responded back. She nodded, "I'll tell Tony you've okayed with me inviting him to stay the night - he'll be more than happy to say 'yes'; he doesn't like his Mom's new boyfriend."

"Is that why you're guiding me to Tony, so that I have a boyfriend which is acceptable to you?" smiled Helen. Violet gave her a guileless look back. It didn't matter her daughter's motivations, Helen thought, so much as the results and hopefully those results would be Helen screaming in orgasmic delight. The Mom smiled imagining it for a moment, "So any more hints?" she asked after a few seconds fantasising.

"I'll give you plenty of space to make your move, you just take advantage of the opportunities," Vi beamed, "Just follow my plan."

"What plan?" asked Helen.

"This plan," said Vi...

* * *

Things went like clockwork. Helen rang Tony's Mom, so it wouldn't seem like him and Vi were doing anything and truthfully telling her that even though it was technically a sleepover Tony wouldn't be sharing Vi's room (he'd be hopefully sharing another, but Helen didn't say that). His Mom was more than happy to have him out so she could spend quality time with her new lover and Tony himself, as Vi had said was enthusiastic. Helen had changed as her daughter had suggested and to add a little more she had again expanded her chest and rounded her rear, getting shy but lustful looks from Tony every time she passed the couch where they were studying. And she passed a lot, making sure Tony was well supplied with cookies and milk, forever bending in front of him, so her large bosom were inches from his face or so that her ass was rising up as she picked something from the floor. She was pretty sure from the fixed grin on his face and the way he kept having to rub his brow free of sweat showed she was having the desired effect.

It was after they'd had dinner, where she'd sat opposite Tony and made sure she leant over him as she ladled the sauce over the meat, that Vi put the plan into action. Tony sat on the couch and after a few moments she offered him a soda. He accepted and Vi quickly vanished into the kitchen to return with two full to the brim glasses for him and her. Tony reached out to take one of them, just as Vi 'tripped' - sending the soda all over him (and some on the couch, but Helen didn't mind it would clean).

"Oh," she gasped, "Sorry, you're soaked."

Ever polite, Tony smiled at her accepting her apology and looked around for something to wipe himself down with, "It'll dry," he said, though as he had two full glasses thrown over him he was soaked and dripping.

Vi found a napkin which didn't do much except spread the soda, "It's all sticky," she said helpfully.

"It'll be alright," said Tony as if having soda poured over him was an everyday occurrence (and as Vi was clumsy it might well be as he hung around with her).

Vi put the next phase of the plan into operation. "You should get out of them, my Mom can put them in the laundry."

"I've nothing to change into," said Tony.

"We've got one of my ex-husbands old bathrobes still here, it'll be a little big, but better than standing around in wet and sticky clothes," Helen added her voice to the conversation.

Tony nodded, "Okay then."

"Why don't you go to the bathroom to change?" sad Vi. "You can leave your things outside the door whilst you shower and get that soda off you. We can leave's Dad's old bathrobe outside while you shower."

Tony gave his agreement and squelched upstairs as Vi winked at her Mom. Helen gave him a few moments to enter the shower before getting the old bathrobe out of a cupboard and going to the bathroom. Tony's clothes were in a pile outside and she could hear the hiss of the shower. Helen put down the bathrobe and sneaked along to the end of the landing and opening a window. She stretched her head out and elongated her neck so that she could move it around to the bathroom window and secretly peek in.

It was all she could do to stop herself gasping loudly in admiration. Tony was in the shower, oblivious to her in the window (he had no idea that the Parrs were a family with superpowers). He was soaping himself innocently and cleaning away the soda. But it was the large dong between his legs which drew Helen's attention - he was cute looking and charmingly polite for a 13 year old, with a nice smile and hot body, which was all very well, but now she saw he had a 10 inch monster dangling between his legs and Helen knew he was the complete package. She continued staring as he reached down and rubbed it, playing with it until it was erect. His hand closed over it and through the glass she could see him jerking the 10 inch dick. Back in the house Helen found herself gently rubbing at her own pussy through the jeans, feeling the fabric press and brush against her sex. She wondered who he was thinking about, was it Vi? Or could it even be Helen herself? The thought was a big turn on and Helen rubbed herself as she watched him jerking. The glass began to mist up so that all she could see was a blurred movement. For a moment she thought about pulling herself round and in, joining him, but that wasn't the plan, nor did she want him to spend all his seed in her shower and not leave any for her. She gave a deep breath and rapidly withdrew her head, returning her body to normal. Standing in front of the door, she rapped it loudly, interrupting his masturbation, "Tony, I've left the bathrobe outside."

There was the briefest of pauses before he answered, "Thanks Mrs Parr."

"I'll put your clothes in the laundry, come down when you're ready," she responded.

Helen picked up his clothes and went downstairs. A few minutes later Tony arrived down. He was wearing her ex-husband's white woollen bathrobe. It was way too big for him, making him look like he was an old-style Antarctic explorer. However the thought he was naked underneath made Helen's pulse race quicker. He sat down near to Vi on the couch. For a few minutes the three of them watched TV, Helen waiting for her daughter to make a move and give them some space. After about five minutes Vi stood up, "I told Kari I'd give her a ring later, about her Math. Are you okay watching TV here?" she asked Tony.

"Yes, you go, I'll be fine," said Tony.

"Do you want a soda?" Helen asked, "I won't spill it over you."

"Yes, please," Tony said, he licked his lips involuntarily as she stood up, her tits pushing so hard at her sweater you could see the nipples.

Returning Helen passed him a two-thirds full glass, she didn't want to accidentally do what her daughter had done deliberately and then took a seat next to him. He fidgeted, unsure whether to move away and put some space between them or stay put. He stayed put.

"How's school?" Helen started the conversation with a neutral question.

"It's school," he answered as if that explained everything, "I guess it's going okay," he added a few more details, "for school."

She probed a little more about his lessons and teachers and what the sports was like, gradually drawing him out of his shell as she moved closer to her goal. "What about a girlfriend?" she eventually got round to the question now he'd softened up, "I'm sure a handsome young man like you must have the girls queuing up."

He shook his head, "I'm single Mrs Parr."

"Me too," Helen giggled, "and call me Helen."

"Helen..." he repeated as if trying it out. He looked down in surprise as went under the bathrobe and placed a hand on his thigh. He started to speak... "I..."

Helen didn't let him continue, "I hate being single, don't you?"

He nodded as her hand stroked his leg, his eyes moving between her face and bosom, not sure which one he should be looking at. Helen pushed her chest out a little, making the nipples stand out against the top, "The worst thing about is that it leaves me so horny." Her hand was near the base of his balls and she reached out a finger to stroke them as she spoke. She could see the reaction as his robe lifted and his mouth widened in a beam. "What about you Tony? Does being single make you as horny as hell?"

"Yes," he nodded as she continued her exploration. Her fingers slipped under his large schlong, brushing along it. "Very horny."

She rolled half over him, her second hand pushing aside the bathrobe and reaching in to run her hands over his smooth chest. There was just the trace of a peck, his slender body ripening to manhood. Her other hand continued to stroke the proof of that ripening manhood, the hard cock pulsing and beating as she ran round it. Her mouth moved closer to his, her mouth opening and then Helen's tongue flicked out, to lick over his lips and encourage them open. He might have only been 13 but he turned out to be a good kisser, responding to her kisses passionately, as his hands reached for her bubble butt to squeeze through the jeans. They kissed long and deep, Helen rolling further onto the young man so that she was straddling him. She pushed the bathrobe back over him, so that his chest was nude and moved down to kiss it.

"What about Vi?" Tony grunted.

"Trust me, she'll give us space," Helen replied as her mouth moved to pepper his chest with kisses.

He groaned and relaxed back, letting her kiss him and lick his chest, as she finished pulling apart the bathrobe, pushing it away so he was frontally nude. Helen's hand reached again for his schlong, rubbing it and masturbating it gently as she kissed, feeling him relaxing and enjoying her touch. She straightened and reached for her sweater, pulling it up and saying as she did so, "Let's get this off."

Her tits were naturally large and round and she'd made them just a hint bigger and firmer than they normally were. They juggled in front of Tony's face, his expression lustful as he looked at them. He turned up to her, "Can I suck them?"

"That's what they're out for," she said and almost immediately groaned excitedly as his mouth closed round one, sucking it greedily and making her nipple hard. He turned out to be as good at sucking tit as he was at kissing, swallowing the nipple deep and slurping and sucking them as his tongue pounded at it. Quickly swapping he gave the second tit a good suckling, making it as firm and wet as its partner and soon Helen was gasping and shaking as the bosoms were stimulated by his young mouth. Her hands gripped his naked shoulders, squeezing at them as his head went forward from tit to tit. "Oh, Tony, that's right. Oh, you're such a young stud."

He swapped again, sucking at her hungrily and making her almost fall off him in excitement. Her pussy was ready with desire and she let go off his shoulders to undo her jeans. She had to get off him and stand up but Tony didn't complain, watching with mounting excitement as first she kicked off her slippers and then slowly peeled down her tight jeans, before removing her tiny panties and standing naked in front of him. "I can tell you like what you see," she said and he nodded.

She got onto the couch again, standing over him so that her cunny-hole was just inches from his face. He looked at it lustfully and she was glad she'd shaved so that there was only a small strip of hair for decoration above her sex. "You've kissed me and sucked my tits," she said, "Do you want to make it three out of three?"

"God, yes," Tony replied and almost before she knew it he was gripping her round ass and thrusting his face into her mound. He licked her eagerly and much more skilfully than she expected, his tongue racing up and down her slit and over her clit. She reached down to grip his shoulders again, leaning on him and shaking as he lapped her fast. The boy gobbled her greedily and soon Helen was gasping, moaning and squeaking. Tony's tongue pushed and probed her womanly parts, spreading the lips and dipping into the wet pink, before coming out to find her clitoris and hammer that. He gripped her buttocks hard as he licked, squeezing the round orbs and pushing her forward against him.

"Oh, yes, oh, oh, oh," Helen cried out loudly, sure that Violet would hear them and know that even when she finished speaking to her friend her Mom didn't want to be disturbed. "Oh yes, oh, oh, oh."

Her funhole was soaked with cum, Tony's tongue moving so fast it was splashing it out as he licked it up, like a thirsty dog presented with a water bowl. He thrashed and slapped her cunt and clit, and she felt pleasure she had not felt since long before her divorce. Her hands squeezed at his shoulders as she feared if she even slightly lightened her grip she'd fall backwards and she could feel her toes and feet automatically curling as if they were trying to grip the sofa. The orgasms hit her like a sledgehammer on a nut and she grunted her appreciation, "Oooh, fuck, yes, fuck, fucking, fucking, fuck. Oooohhhh."

"My God," Helen staggered backwards off the couch, still quivering from the pleasure. Tony looked at her, smiling nervously, her cum over hips lips and chin. "That was so good," she said. "I can't believe you made me cum so much."

"It was nothing," he lied and blushed, before adding more truthfully, "I enjoyed it."

"I bet you did," Helen smirked. She had enjoyed it as well and she wanted more, while still making sure Tony enjoyed it. She pushed him down onto the couch, "Lie down," she said. He did as she asked, lying straight along the sofa which was bigger than he was. His hard schlong poked upwards like a mountain in its own range. It made her horny just looking at it.

Her pussy was still soaking as she climbed up over Tony, lowering her cunt over his mouth, He immediately started to attack it with his tongue, making Helen giggle and shiver. She remained on his face for a few moments, letting him lap her hole, his hands reaching up to grab her thighs and pull her down further. He slipped inside her, washing around the pink and Helen moaned again. "Easy tiger," she giggled, not being surprised that he didn't slacken much, but continued to tongue her frenetically. "Calm down," she tittered, lifting her dripping box just enough from his wet mouth that his tongue couldn't reach, "Let me get into position first."

"What position?" he asked, his voice muffled by being under her.

She didn't tell, but showed him. She bent forward towards his hard and upright dick, her mouth opening as she approached to swallow it.

"Holy shit," he gasped as her lips rolled down it, "That's real."

"Mmmn," slurped Helen as she sucked the meaty treat. Her mouth expanded round it as she took the large cock deeper. Up and down she went, sucking it as hungrily as Tony had eaten her. He wasn't long in returning to his own meal, his hands grasping her buttocks and squeezing them as he lifted his face to lick her pussy. They went at each eagerly, the mutual oral pleasuring them both at the same time. Slurps and grunts filled the room. The couch was wet with juice and saliva as they tongued and sucked each other, their mouths working over time. The sounds of 69ing got louder as they both went faster and got into their strides, Helen's head bouncing up and down Tony's dick as his 13 year old tongue went deep and hard into her pink pussy.

Another orgasm hit Helen and she trembled in bliss, moaning and slurping at the same time, vibrating down Tony's massive member, so he grunted and gasped and lapped at her soaked slit even more eagerly. Helen could have continued forever, the pleasure was so great, but she also knew that no matter how much she enjoyed tongue the real pleasure was in large schlong pounding her hole. She pulled herself up and off Tony, turning to him and saying, "We haven't decided where you're going to sleep."

He nodded, "Wherever you want me," he said politely, but with his hand reaching down to stroke his dick as if he was hinting something.

"You want to sleep in my bed?" she tittered, stroking her own pussy and she was definitely hinting. He nodded eagerly. "There's one condition," she added.

"What's that?" he asked.

She was sure he'd accept it, "That you fuck me good."

He nodded even more eagerly than before. Helen reached to him and kissed him, enjoying his kiss back as his tongue twisted over hers. Her hands reached for the his bathrobe and she fully pushed it off him, so that it dropped to the floor and he was as naked as she was. Taking his hand she led him up to her room. Vi's door was closed, but there was little doubt that her daughter knew exactly what was going on, they had been loud enough. Once in her room she closed the door and kissed Tony again, pressing her naked body at his and squashing her large tits at her chest. His mouth worked round hers and his hands stroked her sides as she retreated backwards and onto the bed.

Breaking the kiss, she pushed herself backwards, spreading her legs open. "Come and take me Tony, I want to be fucked."

"Oh God," he said as a prayer of thanks. He moved onto her, his large cock pressing at her slit and then entering. She moaned as it moved down the wet tunnel, her superpowers meant she could keep it tight and firm for him, whilst leaving enough flex that he could slide down easily. His balls pressed at her as he entered and then released as he moved back. Helen smiled at him, lifting her head to kiss him as he descended. There lips met and then broke as he went up. Next time he was more ready and his tongue swished over hers.

He started slowly, allowing them to kiss and look into each other's eyes. Helen's hands went to the back of his head, stroking his hair and trying to wrap her fingers round the short locks. He smiled and kissed her tongue as he descended again, his cock slipping easily down her fun-hole. She gave a small groan of excitement, missing his mouth again, but she was ready for the next time, her tongue tickling up at his.

"Oooh, Tony, yes, stick that big prick into my hot Mom hole," Helen groaned, holding him tighter and allowing her body to move with his, her large tits rubbing at his chest as he came down. He kissed at her again, but was starting to go faster, putting more effort into each thrust, so they were penetrating down into her pussy and hammering at her sweet spot.

"Am doing, it's so tight and wet, it's incredible Mrs Parr... Helen," he corrected himself before she could remind him that it's too late for formalities when your schlong in deep in pussy. He paused long enough to kiss her, his tongue slipping at her mouth, before resuming even harder and faster than before.

Soon Helen was squealing in joy, her body rocking as he pounded into her. Intense pleasure filled her and she came again and again in quick succession all the time crying out "Oooohh Tony, yes, yes, ooohhh, yes Tony, yes."

At some point she thought she heard her bedroom door opening and closing, but it was just the bang of the bed's headboard against the wall as Tony pounded her. Sweat covered them both, making their bodies slippery and shiny; Helen's hands gripped down at Tony's ass cheeks, skidding over the skin as she tried to keep hold of the sweaty pair as they slammed up and down. She gasped out some more cries.

"I'm close, I'm going to cum," he grunted in reply.

"Oh yes, cum in me," she cried in return and seconds later he did. His warm seed shot into her and filled her cunt with gooey liquid. He continued for a few more seconds, pumping away until he was empty.

He rolled off her. "My God, that was great."

"It was" said Helen, glad her instincts about him had been correct, "That was the best and biggest dick I've had forever."

    

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