DISCLAIMER: Based on the show created by Russell T. Davies and characters
owned by the BBC. I'm just using the characters in a filthy, filthy way and
don't intend to do any of that copyright infringement stuff. I'm just a poor,
filthy-minded bastard who really can't afford to be sued!

RATING/PAIRING: NC 17, Sarah Jane/Maria/Luke/Cyde. Ff, mF, mf, mmf, orgy,
oral, inc(?). Pretty much PWP.

SETTING: Just after the ‘Warriors of Kudlak' two-parter

FEEDBACK: Appreciated. In fact, if anyone has any suggestions for future
stories then I'd be more than happy to consider them.

AUTHOR'S NOTE: So, I always considered Doctor Who and its spin-offs to be
the great untouchables. At least in my mind. I mean, how could anyone in
their right mind make these characters do such things? Then someone on a
forum mentioned how touchy-feely Sarah Jane and Maria were at the end of
the last episode and any morality seemed to fade away. I apologise to
anyone who I may offend whose view of these characters were like mine
prior to writing this! I fully expect legions of pissed off Doctor Who/SJA
fans to bombard me with hate mail. I'd probably do the same in their
situation. Heh. But seriously, enjoy!

The Sarah Jane Adventures: What Mr. Smith Saw
by ValleyBoy69 ([email protected])

The two teenagers sat on the swings in the empty park near their homes. Luke
Smith, a small, pale boy with messy dark hair and large, brown eyes was in
the midst of a conversation with one of his only friends. He couldn't have
been more different from his companion. Clyde Langer: tall, black, with hair
shaved as short as he could get it and a bigger build. He had the look of a
future athlete if he could just keep himself out of trouble.

To say it had been an interesting day was an understatement. Just hours
before, they had returned from a space ship orbiting the Earth that was
prepared to take children to the frontlines of an alien war light years
away. This weirdness had been a recurring theme for Clyde since he'd met
Sarah Jane Smith, her strange adopted son and Maria, their hot neighbour
from over the road. He was slowly starting to get used to it. Then Luke
had to ask him about girls.

"I dunno..." Clyde began. God, this was awkward.

"But you said you would answer any of my questions," Luke said, a little
hurt. "You said you were like... what was it? Obi-Wan Kenobi?" He considered
that. "I don't even get that. It's another pop culture reference isn't it?"

From what he had discovered in weeks he'd been hanging around with these
weirdoes, Luke was actually a clone, born less than a year before but looking
exactly like a thirteen year old boy. An absolute genius given his alien
heritage but so utterly naïve. Clyde despaired spending time with him, but
Luke was his key to getting closer to Maria. And, he had to admit, he did
enjoy the kid's company sometimes. It was just that, right now it couldn't
have been any more uncomfortable.

"Yeah, I know I said that..." Clyde admitted. "But... I don't know."

"You're the expert aren't you? That's what you said."

That was a bit of a lie, Clyde admitted to himself. Oh, he'd kissed a few
girls and managed to get in the occasional grope behind the bike sheds at
school with some of them but he was all talk. Couldn't let Luke know that,
though. He'd just go right ahead and blab about it to Maria that, and that'd
blow his chances there and then.

"Um, okay." Clyde decided to try a different approach. "What do you know
already? You're the genius."

Luke pondered it for a moment. His large eyes gazing into space as he
thought. "I know the basic anatomical process," he mused. "I know the penis
gets stiff and is supposed to enter the vagina..."

"Stop right there!" Clyde exclaimed. "You don't use words like that! No bird
is going to want you if you do that. Lesson number one: it's not ‘penis' it's
'cock', or 'dick', or 'stiffy', or whatever. And you don't say 'vagina'. You
say 'pussy' and 'cunt' and, I don't know, 'fuckhole'. Stuff like that."

"But the books said..." Luke protested.

"I don't care what the books said! You don't go using words like that unless
you want to stay a virgin for the rest of your life!" A pause. "So what else
do you know?"

"I've read about procreation and that it leads to children. But it's also
supposed to be fun. I'm not sure how. The pictures in the book didn't look
very fun. In fact, they looked very... precise."

Clyde sighed heavily. "Well, you make it fun!"


"Oh man. You just make it up as you go along. There's no books or charts
to show you. It just happens when it happens." He was proud of himself for
sounding so nonchalant. But he really was in the same boat. Sure, he knew a
lot more from the porn he'd found under his parent's bed and since his dad
ran off with his mum's sister - and he wasn't going to need it anymore!
That suddenly gave him an idea. He pulled his backpack up onto his lap and
rummaged through it.

"What are you doing?" Luke asked.

"We're going into neutral territory now," Clyde grinned as he pulled out a

Luke grimaced a little as he read the title. "Licking Lezzers?"

"Yeah." Clyde tossed it towards Luke. "Girl on girl action. No need to worry
about what to do. You're just meant to look. Simple as that."

"So there's no procreation involved?" Luke asked. "It's just for pleasure?
For the people involved and the ones watching?"

"Exactly!" Clyde exclaimed.

"And do all women do this...?"

Clyde laughed out loud. "Nah. But we can hope!"

* * *

"Are you sure we should leave the boys alone out there?" Maria Jackson
laughed as she lounged around in her neighbour's attic. "We don't want them
getting abducted by aliens again."

Sarah Jane Smith smiled. She couldn't believe how much her life had changed
since her thirteen-year-old neighbour came into her life. She had been
drifting through life for over twenty five years since that mysterious man,
the Doctor, had dropped her off in Aberdeen instead of Croydon. After just
a few years of adventuring through time and space, everything else seemed so
dull by comparison... so pedestrian.

And how could any other man compare to the alien from Gallifrey? They
couldn't. And so, she had never been able to hold down a lasting
relationship, always expecting too much from anyone she'd dated until she
found herself as she was right now: fifty-six, single and living in a large
house in Ealing that often seemed like a museum of extra-terrestrial
artefacts. Those few, fleeting objects brought closer to the Doctor but she
could never be with him again. She had accepted that long ago.

Then she met Maria. The young girl had stumbled onto an encounter Sarah Jane
had with an alien and soon became involved with her investigations. It was
thrilling to have someone to share the wonders of the universe with again,
someone who reminded Sarah Jane of herself so many years before.

Maria was barely into her teens, with long, brown fuzzy hair. She was
naturally beautiful and would soon grow into a gorgeous woman. Her initial
encounter with Sarah Jane had brought Luke into her life – a boy created by
an alien species called the Bane to be the sum of all the humans they had
sampled; he was to be the key to understanding just how they could conquer
earth - a boy who she had taken under her wing, allowing Sarah Jane to
discover those maternal feelings that she had been avoiding for years.

"Oh, I'm sure they can take care of themselves," Sarah Jane told Maria with
some pride. "They did an awfully good job of it last time." She sat down next
to her young friend. "Now, I want to know if you're okay."

"Me?" Maria asked. "I'm fine."

Sarah Jane reached around and stroked Maria's hair. "It has been quite a
couple of days. And I saw the look on your face when Luke asked Clyde to tell
him about girls."

"Look on my face? You mean that I couldn't stop laughing?"

"No, after that. Like you wished you could ask similar questions."

Maria stopped smiling and nodded. "I suppose," she said. "I do wonder
about... those things, and I can't ask Mum because she's so happy with her
new life that when she's with me she doesn't want to talk about anything
serious. And I so can't ask Dad. He'd have a fit! I'm his little girl!"

"...and he couldn't cope with you challenging those assumptions," Sarah Jane

"Exactly!" Maria exclaimed. "So what am I supposed to do? Make it up as I

"That's what I had to do," Sarah Jane smiled wistfully. "Back when I was
your age nobody spoke about these kinds of things. I had to learn by...
experimentation." She paused for a moment to remember her own teenage years
back in the 1960s. It wasn't all sexual liberation, not at the start. And
her parents would always "tut tut" at the so-called excesses going on in
London at the time. Sarah Jane was forced to find out things for herself,
for better or worse. Teenage boys never seemed to change, Clyde seemed to
prove that. And back when she was thirteen there had several who had tried
to get her to put her hands down their trousers. There were a few times when
she had. She didn't know any better. She had to admit, she'd liked it, but
wished she could have traded their adolescent excitement for someone with
more experience to really teach her.

It wasn't just boys, either. More than a few times she had worried about
being caught in compromising positions with girls she knew. Just fumbling,
of course. Again, she had lacked a mentor in these things. Sarah Jane felt
a twinge of excitement between her legs just thinking about it. Her left
hand was working at her crotch, she suddenly realised to her own horror.
She pulled away quickly, hoping Maria hadn't noticed.

She continued: "But you, Maria, you're lucky. You're growing up in a time
when it's not frowned upon to talk about these things. And you can ask me
anything you want. I'm not just here to introduce you to alien life, you

Maria looked at Sarah Jane. "It's not anything specific. But I do have these

"Feelings?" Sarah Jane asked, realising she was a little more thrilled than
she should be. Pull yourself together, she chastised herself, you can't think
like this in front of the poor girl.

"I've noticed how you hug me a lot... put your arm around me..." Maria
stammered nervously. She looked down at her knees, then back up at Sarah
Jane. "Maybe more than you do with Luke and he is your son. Sort of. I
mean, not really, but..."

Sarah Jane started to get worried. She knew she had been very affectionate
with Maria since they had first met but hadn't thought anything of it. But
was there something in her subconscious that made her do it all the time?
She liked the young girl she had befriended, and certainly some people
thought their relationship was odd. Maria's mother for a start. But that
was all it was, Sarah Jane told herself, friendship.

"Maria, I'm sorry if I've made you uncomfortable..." Sarah Jane started.

"No," Maria interrupted. "It's not that at all. I like it. I like spending
time with you. I'm not sure I understand it entirely - I don't think I'm...
gay; I like boys - but I keep wanting you to put your arms around me. I'm
always excited when I find out it's just the two of us here when the boys
are away..."

"I know," Sarah Jane replied. She could feel her heart pounding in her chest
as the hand stroking Maria's hair moved onto the girl's shoulder, pulling her
closer. She suddenly stopped herself, turned away. "I shouldn't. I'm taking
advantage of your confusion."

"I'm not confused," Maria whispered, barely audible about Sarah Jane's own
heavy breathing. She moved her face closer to Sarah Jane's and suddenly, as
though connected by a magnetic force, their lips met.

Sarah Jane lost herself in the kiss and could only barely feel Maria reacting
to her. It had been so long since anyone had kissed her, much less another
woman. No, a girl. Maria was just a girl. But right then and there, Sarah
Jane didn't care.

Their breathing became heavier as Sarah Jane moved her hand up under Maria's
t-shirt and explored her smooth back with her fingertips. They shifted their
positions on the sofa until Sarah Jane was lying under Mara's young body,
their tongues intertwined, Maria's hands slowly gaining the confidence to
explore. She stroked Sarah Jane's cheeks as the kiss seemed to linger
forever. Sarah Jane could feel herself starting to get wet. It really had
been such a long time...

They broke the kiss and Sarah Jane started to explore Maria's neck with her
lips and tongue. The girl sighed and breathed and squeezed the older woman
close to her. Sarah Jane could feel Maria beginning to grind her hips into
her thigh, moaning quietly.

The exploration came to an end with both of them staring into each other's
eyes, their breath ragged. "I want more," Maria gasped.

"Dare we?" Sarah Jane asked. "The boys could be back any minute..."

"Please," Maria pleaded. "I want to see you... naked."

Sarah Jane was taken aback. She wanted the same too. "Okay," she whispered,
kissing Maria's ear. The young girl moved from her position on top of Sarah
Jane, allowing her to begin to remove her clothes. "I want to see you, too,"
the older woman said. She felt so wicked suggesting that to a
thirteen-year-old girl, a girl old enough to be her granddaughter.

Not that you could guess. Despite her age, Sarah Jane looked at least a
decade younger. Maybe it was the travels through time that kept her looking
so young, maybe it was because she took the utmost care of herself, but she
had the face and body of a woman barely in her forties. She was beginning to
sag a little in places, something she was acutely aware of, but was still
undeniably desirable. Men half her age turned their heads to her when she was
out in public, causing their girlfriends to give Sarah Jane jealous glares.

She stared hungrily at Maria as she let her jacket slip from her shoulders
onto the sofa. Grasping the bottom of her shirt, she lifted it over her head
and tossed it aside. Her breasts were held by a plain, cream-coloured bra but
as she exhaled excitedly, it seemed as though they were about to burst out.
She reached behind her back and unclasped it.

"Oh, wow," Maria gasped.

Sarah Jane knew her boobs weren't as firm as they once were but they looked
good - just the right size for running down corridors from pursuing aliens
without hurting too much as they jiggled.

Her socks came off with her boots, before she got up from the sofa. Next came
her jeans. Sarah Jane had taken to dressing in as modern a way as possible.
Another thing that helped to make her look younger. She unbuttoned them and
slid them to the floor. She stood before Maria in a pair of knickers that
matched her bra. If there was a point of no return, Sarah Jane realised that
she had already passed it long before. She pulled her underwear down and
kicked it aside until she was completely naked. She had a little more hair
around her pussy than was fashionable these days but she trimmed it as often
as she could. She could feel the wetness building between her thighs as she
moved closer to Maria, reaching out to touch her cheek.

"You look beautiful," the young girl sighed. "I hope I look like you when..."
She stopped, embarrassed.

"When you're my age?" Sarah Jane smiled. "Oh, I'm sure you will. Now, I
believe it's your turn."

Maria nodded. She nervously tucked a loose strand of hair behind her ear.
"I've never been naked in front of someone before. Not since I was little and
my parents gave me a bath, anyway." It didn't stop her, though. She pulled up
her t-shirt to reveal her smooth, young stomach and developing breasts that
were big for her age and would be impressive once puberty ended. They were
held down a light purple cotton bra.

Sarah Jane's hand moved to between her legs as she watched Maria slowly
remove her clothes. She toyed with her clit, tracing circles around it with
her fingers. Maria noticed, and began to take utmost care to look extra sexy
as she stripped. She didn't need to try, Sarah Jane thought.

The teenager slowly removed her bra and dropped it to the floor. Her nipples
were small and dark, and already hard. She poked them with her fingertips.
"I can't believe they're like this already," she giggled nervously.

Sarah Jane just nodded. She was pumping two of her fingers into her pussy as
she watched Maria standing in front of her, topless and wearing just a pair
of light blue leggings. She'd kicked her shoes off upon entering the attic.
She began to remove them, peeling them down her legs leaving just a bright
red pair of panties. She blushed. "I didn't think anyone would be seeing
these today, so I didn't make them match..." she shrugged.

The adorable look on the girl's face was just too much for Sarah Jane. She
couldn't wait any longer. She stepped forward and took Maria in her arms,
kissing her again. Her hands, still slick with her own juices tugged at
Maria's underwear, pulling them down.

She stopped suddenly. "I'm awfully sorry, Maria," Sarah Jane apologised. "I
don't know what came over me."

"Just keep going," Maria replied.

Sarah Jane's lips moved across the teenager's neck and shoulder until she
came to her chest. Her mouth enveloped Maria's nipple, playing with it using
her tongue, while her free hand fondled her other breast. Maria gasped, and
reached around Sarah Jane's head, pulling her closer to her chest. "The other
one too," she sighed. The older woman obeyed, kissing across the girl's
cleavage before coating her other breast in her saliva.

They began to kiss again, while Sarah Jane moved her hand down toward Maria's
pussy. She could feel the small patch of hair just above her slit, enjoying
its softness for a moment. Maria thrust her hips forward, urging Sarah Jane
onwards. Silently obeying, she moved her middle finger up and down Maria's
slit, massaging her tiny clit and feeling the girl's wetness building. "Oh,
Sarah Jane..." she moaned. "I never thought... I mean... When it's just my
hands... Oh, a little more..."

Sarah Jane's fingers moved rhythmically between Maria's legs. She reached
out with her free hand to grab the girl's wrist, pulling her towards her own
pussy. Maria understood right away and started to toy with Sarah Jane's hole.
It took the thirteen-year-old a while to find her older lover's clit but once
she did, the pleasure was intense. "Oooooh..." Sarah Jane moaned. She hadn't
felt another hand on her pussy in years. "Keep doing that... Keep doing
that... Now put your fingers inside me like I'm doing to you..."

Sarah Jane was already exploring inside Maria and now the girl was doing the
same. They were both so wet. Sarah Jane quickly realised she couldn't stand
up much longer. "The sofa," she gasped. Maria nodded.

They both sat down and continued their exploration. Maria began to suck on
Sarah Jane's tits as they both fingered each other. After a few minutes,
the older woman stopped. Maria looked disappointed. "It's okay," Sarah Jane
smiled, kissing her. "Just lie back and spread your legs."

Maria obeyed. Sarah Jane got onto her knees, cursing her age a little at the
initial pain, then forgot it as she was finally face-to-face with the girl's
pussy. Maria's bush was already quite impressive. It would need regular
trimming before she was fourteen. Her labia glistened with the juices Sarah
Jane had elicited from her.

"This may feel a little strange at first," Sarah Jane warned. "But you'll
like it."

She leaned forward, her tongue carefully tasting around Maria's lips. The
girl moaned at the contact. Sarah Jane followed this up with long, slow
strokes of her tongue all the way from the bottom to the top of Maria's
pink slit. The girl quivered with pleasure. Reaching forward with her
still-slick hands, Sarah Jane used her fingers to pry apart the girl's
lips to see the tiny button that poked out between them.

Sarah Jane enveloped it with her lips and began to suck lightly. Maria's
gasped and wriggled her hips as Sarah Jane followed this up with sliding a
finger up into the girl's pussy. The older woman began to finger herself as
she licked, sucked and prodded the teenager. As Maria got wetter, Sarah Jane
started to lap up the juices around her pussy and thighs, then went straight
back to her clit.

"Please, Sarah Jane," Maria gasped. "Keep doing that. Just like that.
Oh. Oooh. Ooooooh!" Sarah Jane inserted another finger into the
thirteen-year-old's hole, then another, stretching her a little. Maria
clearly loved every minute of it. She moaned and groaned wildly, getting
louder with each thrust until Sarah Jane could feel Maria's pussy clenching
around the three fingers that were still deep inside her. "Ahhh! Ahhh! Ahhh!
Aaaahhhhhhhhhhhhhhhhhhhhhhhhh..." She finally exhaled and her body became
limp on the sofa.

Sarah Jane smiled, wiping the glistening juices from her chin. "That was...
That was..." Maria began. "I've never felt anything like... Oh, wow." She
seemed unable to complete a coherent sentence. Sarah Jane reached out,
pulling her face towards her own and kissed her deeply.

After a few moments, Maria came back to her senses. "Thank you," she smiled.
"How do you do that?"

"I can teach you," Sarah Jane said. "If you want me to, that is."

"I do," Maria replied. "What do I do?"

Sarah Jane pulled herself up onto the sofa. Maria started to move onto the
floor. She checked with her older lover if that was the right thing to do.
Sarah Jane nodded and spread her legs. She reached down and pulled her labia
apart. Her clit already felt enlarged. "Right here," she told Maria. "Just
lick it first then... experiment. You'll know what's working."

"Are you sure?" Maria asked.

"Just go ahead," Sarah Jane smiled. "Just feeling your tongue in me will be
more than enough." She felt positively scandalous saying that! Oh, she wasn't
as innocent as people had assumed when she was younger, but she had never
been one for dirty talk. What was this girl doing to her?

Once on her knees, Maria began to edge tentatively closer to Sarah Jane's
waiting pussy. "That's right. Don't worry."

Maria poked her tongue out, letting to roll over Sarah Jane's waiting clit.
The older woman felt a shiver run down her spine. The excitement of having
the teenager's face in her pussy made up for her lack of experience. Her
tongue was all over the place, gliding up Sarah Jane's slit, losing her clit
for a while before finding it again. When Maria's lips clasped it, Sarah Jane
let out a loud groan. This was unbelievable.

* * *

"I don't know!" Clyde sighed. "It just is, okay?"

Luke shook his head, confused, as he pushed the front door of the house he
shared with his adopted mother open. "But it doesn't make sense. If you're
just supposed to watch, how can you get pleasure from it?"

"Oh God, I shouldn't have showed you that magazine!"

"Is it some kind of voyeuristic pleasure? But surely the thrill of getting
caught would be key to the enjoyment. If it's in the form of a magazine that
isn't possible."

"I get it, okay?" Clyde exclaimed. "You don't understand." He poked his head
into the living room. No one there. "Where are they?"

Luke started heading for the stairs. "They're probably upstairs with Mr.
Smith. Come on." He started up to the second floor, ahead of Clyde.

Clyde realised he should probably be getting home. It was getting late.
But then, his mother wouldn't notice if he never came home until the next
morning. Or ever, he thought. At least here he'd get to hang out with Maria,
and maybe Sarah Jane would make supper. She actually cooked things, rather
than throwing leftovers into the microwave. Oh, they may have been a bunch
of weirdoes but if his regular life was "normal" he'd take weird any day.

As they reached the top of the stairs to the loft, strange moaning sounds
seemed to be emerging. "What's going on in there?" Clyde whispered.

Luke just stood there, staring through the crack in the slightly ajar door.
He was dumbstruck.

"Oh yes. Keep doing that, Maria. You've got the hang of it now."

It was Sarah Jane's voice. Clyde pushed Luke aside to look. His jaw almost
hit the ground. "Bugger me!" he gasped.

Maria was stark naked, on her knees in front of Sarah Jane's spread legs.
The older woman had her hand on the back of teenager's head, guiding her as
she was eating her out! Clyde was amazed at how good Sarah Jane looked naked.
She was in her fifties and yet... wow. He could feel a stirring in his pants.

He looked over at Luke was watching the events before them with curiosity.
"I think I understand the pleasure factor now," I whispered. "But something
feels wrong. Sarah Jane is my Mum."

"Not really," Clyde said, leaning into the doorway to get a closer look.
"But if you don't like it, you can go downstairs. I'm staying right..." He
was leaning forward too far. He started to tumble. He reached out for the
nearest thing to keep him stable. His hands grabbed Luke's shoulder, sending
both boys tumbling through the door into Sarah Jane's attic...

* * *

Maria's head whipped around as the two boys tumbled onto the floor on the
other side of the room. Her face was covered in Sarah Jane's juices. She
wiped it away quickly and reached desperately for her clothes. "It's not
what it looked like!" she exclaimed.

Sarah Jane reached down and touched Maria's shoulder. There was no use
denying what the boys had seen. She doubted that they'd believe that she and
Maria had been possessed by an alien intelligence. She felt horribly guilty.
She used her other arm to cover her breasts. "Luke... Clyde... What you've
just seen - calm down, Maria - what you've just seen is..."

"Are you both Licking Lezzers?" Luke asked innocently, having got back to his

"What?" Maria shot out.

"I beg your pardon?" Sarah Jane gasped.

"Like in Clyde's magazine?" Luke reiterated.

"You read that rubbish?" Maria asked Clyde, aghast. "And showed it to Luke?"
She suddenly seemed to forget she was naked.

Clyde shrugged defensively. "I don't 'read' it no. And anyway, it's perfectly
healthy. Just like what you're doing, right?" he added with a grin.

"Right," Sarah Jane said, then louder: "Right! Now boys, if you'd like to
leave and we can talk about this downstairs over a cup of tea..."

"Are you kidding?" Clyde said. "After seeing that, you think a cup of tea is
going to keep me quiet?" He stalked across the room, leaving Luke confused in
the doorway. "And you share all that alien stuff with the three of us? Why
does Maria get to be the only one to enjoy this?"

Sarah Jane watched the dark-skinned boy come towards her and Maria. The girl
started to tug her t-shirt back on over her exposed breasts. Surely Clyde
wasn't serious? Did he really mean to turn this brief experimentation with
Maria into something more? Suddenly Sarah Jane started to feel guilty. She
was supposed to be a parental figure to these teenagers, to help guide them
through the complex world they had just discovered. She had already failed
to do that with Maria. It was time to call a stop to this.

Clyde started to unzip his pants as he got towards them, reaching into his
boxers. Sarah Jane stopped breathing as she waited - she was actually
anticipating it - for him to pull his cock out. It was already partially
erect, about five and a half inches so far, but with some work would be
bigger. By the time he was eighteen, who knows what size it would be.
"Well?" he asked.

Sarah Jane stared silently at this slowly enlarging member. Maria noticed.
"You can't be serious?" she asked the older woman.

"Well, it would be rude not to," Sarah Jane shrugged. It felt as though a
force outside of herself had taken over her hand as she reached forward
and grasped Clyde's black cock. It shuddered in her grip. Those last few
centimetres filled out until the tip was bulging. It had been nearly five
years since Sarah Jane had last got so far with one of the few men she had
tried to date, and that encounter was with a man several years older than
here who had trouble performing. Right here, in her hand, was the cock of
a young boy with all the energy and eagerness she had been craving since
her days with UNIT.

She started to pump Clyde's dick, making him gasp at her expertise. The Brig,
Benton and Mike never complained back in the day. Although, she had heard
that Mike was now living with a man called Tom in Hampshire. When she thought
about it, she recalled that he often had his eyes closed when she gave him
hand jobs in an empty broom closet at UNIT headquarters. Clearly, in his
mind, it wasn't her doing the work. But right now, for Clyde, it certainly
was her, Sarah Jane Smith, with her hand working his hard cock.

She stopped for a moment and looked down at Maria who was gobsmacked at what
she was seeing, and more than a little jealous, Sarah Jane noticed. "Go and
get Luke over here," she advised. "The poor boy looks so confused."

"But... Are you sure?" Maria asked.

"Just get him. I don't want you two to feel left out," she didn't even move
her hungry eyes from Clyde's cock.

Maria got up and walked towards Luke. She still had a t-shirt on, but was
naked below the waist. She used one hand to cover her patch of hair. "Um...
are you okay?" she asked him.

Luke just stared at his adoptive mother giving his friend the hand job of his
life. "I'm not sure," he said. "They do both seem to be getting pleasure from
this." He looked at Maria, his eyes inadvertently moving down her body until
they met her crotch. "And I know I am too. Is that wrong? We're friends after
all. You're not my girlfriend or anything."

Maria shrugged. "It's only wrong if what I was doing with Sarah Jane was
wrong." She stopped to consider that for a moment. "And I don't think it was.
Not really." Her hand carefully reached out to touch his shoulder. "I guess
it was kinda selfish not to share this with you. We share everything else,
after all." Leaning forward, Maria moved in to kiss Luke. He retreated
nervously at first, then came towards her. Their lips locked. It was clear
to Maria that Luke was nowhere near as good at this as Sarah Jane. And while
he was cute, he didn't do it for her the way Clyde did. He just exuded
confidence. But she knew she couldn't leave Luke out.

Still, she had to admit he learned quickly. The kiss got better and better
until she was quivering almost as much as she had when Sarah Jane was between
her legs. Reaching around, Maria grabbed Luke's arse, pulling him towards her
body. She could feel his hardness against her leg. The thought both excited
and terrified her. She'd never seen a naked man up close and personal. How
was it going to compare to the feeling of Sarah Jane's fingers inside her?

Sarah Jane continued to pump Clyde's cock, bending forwards to bring it
nearer to her face. Dare she do what she was thinking of? He was only
fourteen, for God's sake. She could get arrested for this. But if she
played this just right, he'd never tell anyone, right? Throwing caution
to the wind, Sarah Jane opened her mouth and slowly fed Clyde's dick into
it. She began sucking on the tip. He groaned loudly as it tensed up between
her lips. Sarah Jane felt the hot, sticky cum hit the back of her throat.
Taken by surprise, she coughed a little, letting some drip down her chin.

"Oh God!" Clyde exclaimed. "I am *so* sorry! It was so good! I'm sorry!"

Sarah Jane wiped it away, inserting her fingers into her mouth, swallowing
the cum with the rest that had gone into her mouth. "It's alright, Clyde,"
she reassured him. She lowered her voice so that Maria and Luke wouldn't
hear: "It happens to most boys the first time." The look on Clyde's face
showed just how grateful he was for her keeping that between the two of
them. "Anyway," Sarah Jane smiled, looking at his slowly shrivelling cock.
"I'm sure that if I can make it do that, I can get it back to where it was
again in no time at all."

Meanwhile, Maria and Luke were making slow, hesitant steps towards getting
to know each other more intimately. Both were inexperienced but Maria had to
admit that Luke's intelligence made him adept at learning what to do as he
went along. He fondled her breasts over her t-shirt, kissing her neck in the
way she had asked him to. It made her shiver, she'd said.

Unsure of what exactly to do next, Maria helped Luke remove his t-shirt. He
was a thin boy, small for his age, and his body was nothing to write home
about, but Maria was thrilled as she stripped him off. Her first naked man!
Well, boy. But she had to start somewhere. Looking at his stomach, she
noticed that he didn't have a belly button. This, she remembered, was because
he had been grown by aliens and not born like normal humans.

Luke's shaking hands began to do the same to her, peeling her t-shirt off
until she was totally naked once more. She took his hand in her own and moved
it between her legs. "Move it around here," she told him. He obeyed silently,
his face showing just how fascinated he was by the whole situation. He was
wasn't good at it at first, probably just as good as Maria had been when she
was doing it to Sarah Jane!

While Luke fingered her pussy, Maria reached forward and unzipped his jeans.
She pulled them down over his boxers. The outline of his cock was clearly
visible. Maria dragged those down too until he too was naked. His cock was
around five inches long but quite thick. Maria had no idea what to expect
about sizes but even the thought of this inside her made her worried.

That worry disappeared as Luke got the hang of playing with her pussy, just
as he'd got the hang of kissing and massaging her breasts. Her legs almost
went from under her.

"Maybe we should sit down," Luke suggested.

Maria glanced over her shoulder at Sarah Jane and Clyde. The older woman had
the black teenager's cock in her mouth. And she was playing with his balls!
Yes, Maria admitted, she was jealous, but she wasn't exactly sure which one
she was jealous of. "Maybe we should," she said.

They headed to the sofa where Maria sat down right next to Sarah Jane. She
reached out for Luke's dick and opened her mouth. Looking over at the older
woman to her left, she began to mimic her motions, licking and sucking Luke's
shaft with the careful precision of a master student. Maria noticed her Clyde
was quite a bit bigger than Luke but from the schoolyard gossip she'd heard
about black men - gossip, she realised, that no doubt went back a very long
time - it didn't surprise her.

Sarah Jane glanced at Maria and Luke with some trepidation. Luke was an
impressionable young man, and still didn't understand the world properly.
Was it right of her to introduce him to this kind of lifestyle at so young
an age? Would he think this was completely normal? She knew that they would
have to have a discussion about it later. Right now, she was focusing on
Clyde's cock, which was starting to become hard again in her mouth.

"Right," she said, pulling his cock out with a slurp. "I want to see what
else you can do with that thing."

"R-really?" Clyde stammered. "Are-are you serious?"

"You're the one who's had all those girls," Sarah Jane winked at him,
acknowledging their little secret. "Show me what you do with them." She
spread her legs apart, her pussy still wet from Maria's licking. She hadn't
got to climax before the boys stumbled in and if this was going to go ahead,
she'd make sure she did before it was over. "Come on."

Clyde couldn't believe his luck! Her was the hottest older woman he'd ever
met - the ultimate MILF, he thought to himself - naked in front of him, her
legs waiting for his cock. His first time! With someone like Sarah Jane! So
much better than some girl from school, he realised. Maybe it'd only be
better with Maria, but he couldn't pass up a chance like this. Gripping his
cock with one hand, he edged towards Sarah Jane's waiting pussy. He thought
he was going to cum again when he felt himself begin to slide inside. She
was so wet! Then he thought of the fact that some of that wetness was Maria's
saliva. Again, he could barely control himself.

The teenager started to pump into Sarah Jane with quick, rhythmic thrusts. It
felt amazing. He leaned over her, grasping the back of the sofa for leverage.
"Slower, Clyde," Sarah Jane said breathlessly. "Give me long, slow thrusts."
He obeyed. "Aaaaahhh... yes. That's it. Just keep mixing it up. Ooooh, that's
good. Oh, you feel awfully good inside me."

Maria pulled Luke's cock out of her mouth and looked over to Sarah Jane and
Clyde. Her eyes we wide. She couldn't believe they were doing that right in
front of her and Luke! "Should we be doing that?" Luke asked. "Copulating?
Have we experienced enough foreplay to move to move onto actual fornication?"

Maria wasn't entirely sure. She'd had a lot of it with Sarah Jane just
minutes before, but not with Luke. She didn't know what to say.

"Ah! Ah! Ah!" Sarah Jane called out. As Clyde fucked her, she turned to give
advice to Maria and her son. "No, Luke. You need to do more than... oh, yes!
Keep doing that, Clyde! ... You need to get between her legs! Go on! Oh! Go
on! Go on! Go on!" Her legs wrapped around Clyde's body, pulling him deeper
into her.

Luke and Maria nodded and began to swap positions. As she had done with Sarah
Jane, Maria spread her legs while Luke edged nearer to her pussy. His initial
licking was erratic and all over the place, not really hitting the spot.
Maria pointed him in the right direction.

Luke began to tongue her clit with great vigour. Maybe it was because she had
already had an orgasm not long before, but it didn't take long to bring her
close to the edge of bliss that Sarah Jane had showed her. Her hips bucked
with every stroke of Luke's tongue. Maria bit her lip to stop herself from
getting too loud. She didn't want to embarrass herself. "Mmmmmmm..." she
moaned as quietly as she could. "Oooooooh..."

She grabbed the side of her friend's head and forced his face right into her
pussy, grinding her groin into his face. She continued to gyrate until she
could feel her stomach tighten. "Oh Goooooooodddd..." she whispered as the
massive wave of her climax hit her hard.

Panting for a few moments, trying to get back to her senses, she looked down
at Luke. "Did I do that right?" he asked curiously. Maria nodded. "Does that
mean we move onto the next step?"

Maria didn't know. This was going to be her first time. She was scared,
knowing that it was going to hurt. But looking at Clyde fucking Sarah Jane,
his youthful vigour taken the experienced older woman by surprise, made Maria
determined. "Yes," she said quietly.

Luke got to his feet, mirroring Clyde's actions just before he entered Sarah
Jane. Just like Clyde, he grabbed the back of the sofa with one hand and his
cock with the other. Readying himself, he prepared to ram himself into
Maria's waiting pussy.

"No!" Sarah Jane exclaimed. Without thinking, she reached out for her son's
cock, to stop him entering Maria too quickly. Clyde stopped his pumping for
a moment, looking over in shock as his older lover grasped Luke's dick. There
was a brief moment where her eyes filled with the horror of what she had
done. No matter what she had been doing with Maria and Clyde, the maternal
relationship she was developing with her adopted son may have been too much
to allow her to do this. But just as soon as it had registered on her face,
the look disappeared, filled instead with determination and, in fact, a
gentle, concerned appearance.

"You have to do it carefully, Luke," Sarah Jane told him. "It's her first
time." Her hand still on her son's dick, she guided him slowly between
Maria's shimmering, wet pussy lips. "That's right," she said admiringly, as
Luke began small, slow thrusts, get progressively deeper and deeper until...

"Ungh..." Maria groaned. "It hurts."

"It'll be over soon, dear," Sarah Jane reassured her. "Then it'll be
wonderful." She looked up at Clyde. "You can keep going, you know." He
blinked a few times, registering what she had said, then kept fucking her.

Luke's cock broke through Maria's hymen and entered her fully. She grabbed
him around the neck and pulled him closer, kissing him as hard as she could.
It distracted her from the pain until it began to slowly wear away.

"There you go," Sarah Jane told them both. "Now you can start to do it
properly. But be careful, Luke, she's still tender."

"Yes, Mum," Luke nodded as he started to fuck Maria with a tenderness that
surprised her. Yeah, she fancied Clyde, but she doubted he would be so
caring as this. Luke continued to move in and out of her pussy, aided by the
slickness of her juices. Maria was amazed at how it felt. She'd never put
anything more than two fingers inside herself before. And Sarah Jane's three
fingers only made a little difference. But the feel of a real man inside? She
could see why so many girls couldn't stop talking about sex!

Sarah Jane continued to move her hips, grinding her crotch against each of
Clyde's incoming thrusts. "Oh yes," she gasped. "Just keep putting that black
cock inside me! You're so big for your age! So big!" Not thinking of the
consequences anymore, she reached across to Maria and pulled her into a kiss.
Their tongues mingled as the boys fucked each of them. Luke just seemed to
keep going and going. She had expected him to have climaxed almost right away
like Clyde had, but instead his continued to thrust slowly into Maria. It
seemed as though excellent self control came in the same package as the
superior intelligence.

Kissing her way down Maria's neck, Sarah Jane began to suck on the girl's
small nipples. Unlike last time, however, she didn't know whether the
thirteen-year-old's moans were because of her tongue, or her son's cock. Her
son's cock. Looking down Maria's body, she could see Luke's member entering
the young pussy, then pulling slowly out again. The excitement from the
illicit thoughts entering her mind began to overwhelm any sense of guilt.

"We should swap," she said to Maria.

"What?!?" all three teenagers exclaimed at the same time.

"Well, Maria, I know you like Clyde. And I know Clyde likes you. It was very
selfish of me to keep you apart."

"But wait a minute," Maria said. "Luke's your..."

"I'm well aware of what Luke is," Sarah Jane told her sternly. Her son, or
just a genetically engineered child? The boy she had adopted, who called her
'Mum,' or a handsome young man who was in no way related to her? "And I know
what I'm doing."

Clyde shrugged. He slid his cock out of Sarah Jane's pussy and moved towards
Maria. Sarah Jane felt a little disappointed at the thought of swapping his
big, black cock for Luke's smaller manhood but the thrill of what she was
doing made up for it. Her adopted son moved towards her. His cock was slick
with Maria's wetness. "Now just do with me what you did with Maria," she told

"If you're sure," he replied. He took his time. Nerves, most likely. Sarah
Jane reached out and gripped his cock hard, guiding him into her. He didn't
fill her up as much as Clyde had but the sensation was exquisite. She hadn't
had two men in the same day since her UNIT days.

Luke's thrusts began to gain momentum, made easier by the fact that Sarah
Jane wasn't as tight as Maria. He varied his pace, moving from slowly,
precisely sliding into her, to plunging his manhood deep inside at a moment's
notice. The variation drove Sarah Jane wild. What a fast learner her boy was.
She reached around his neck. "Kiss me," she whispered.

Unsure of how to handle the change of dynamic between himself and his
'mother', Luke leaned down and pecked Sarah Jane on the cheek.

"No, like this," she hissed. Pulling him towards her hungry mouth, and
slipping her tongue into his. His confusion evaporated, and he began
reciprocating. With her other hand, she began playing with her clit,
varying the rubbing to match Luke's thrusts. It was building her up to
that glorious orgasm, robbed from her when her clinch with Maria had
been interrupted.

Meanwhile, Maria was getting into the rhythm of being fucked by Clyde's
bigger cock. No matter how wet she was, she didn't seem prepared for the
tight feeling as he filled her up. And Sarah Jane said Clyde was big for
his age? He was going to get even bigger as he got older? Maria had no
idea how her young body could ever handle anything larger than this!

The black teenager was a lot more aggressive than the sensitive Luke, and
the fucking had a harder, more visceral sensation to him. Her body rocked
with each entry. She wasn't as extroverted as Sarah Jane and just couldn't
bring herself to call out obscenities, but let her enjoyment be known
through the gasps and moans that emerged from her mouth.

"Yeah?" Clyde grinned as he rammed into her. "You like that, Maria? You like
me fucking your thirteen-year-old pussy?"

Luke looked in the direction of Clyde, amazed by what he was saying. Clearly
his friend had been talking to him about these things. He fucked Sarah Jane
as hard as he could, emulating Clyde. "Do you like that, Mum?" he asked, the
emulation reaching another level. "Do you like me fucking your cunt?"

"Oh, man," Clyde said, disapprovingly. "You can't call her that when
you're... doing what you're doing!"

"You call me whatever makes you feel comforta... Oh! Oh! Oh!" Sarah Jane
exclaimed. "Call me what you like... Aaaahhhh... But where did you learn
language like that?"

"Was it wrong?" Luke asked innocently.

"Just keep doing it!" Sarah Jane told him, her fingers rubbing her clit as
hard as she could. She could feel herself building up to a massive orgasm.
"Yes! Keep doing that, Luke! Don't stop what you're doing! Ohohohohohoh!
Ooooohhh... Keep! Doing! Thaaaaaaaaaaat!" It hit her hard. She threw her
head back and let her climax wash over her. She kept working at her clit,
letting wave after wave keep coming until she couldn't keep it up anymore.
Breathing heavily, she leaned back onto the sofa. Her age had taken its
toll on her. She couldn't keep this up regularly like she used to.

Looking down, she saw Luke's cock slide out of her. He still hadn't cum
yet. Sarah Jane felt awful, but she just didn't have the energy left in her.
Still, ever the mentor to the trio of teenagers, she nodded towards Maria.
"Luke, move up here." She patted the sofa next to her. "Maria." The teenage
girl barely noticed as Clyde's cock kept hammering into her. His stamina had
certainly improved during his second round. "Maria!" She finally heard Sarah
Jane. "Suck Luke's cock," Sarah Jane told her. "He needs to finish off and
I... well, I don't quite have it in me."

Maria nodded. Luke stood on the sofa, positioning his cock near Maria's
mouth. She leaned forward and took it into her mouth, savouring the taste of
Sarah Jane's pussy on the boy's length. She bobbed her head along his shaft
as Clyde continued to pound her. She never thought her first time would be
like this! She always figured she'd meet the one guy who would be with her
for the rest of her life. But then, that's what happened with her parents -
and their divorce had proved to Maria just how much that plan worked. No,
this was so much better.

Clyde couldn't believe how turned on he was watching Maria suck off Luke
while he fucked her. He never thought he'd be comfortable being in a room
with another naked bloke. But with Maria being the centre of both of their
attention, it wasn't awkward at all. Still, he didn't want to pay too much
attention to what was going on there. Instead, he looked down at his dark
cock thrusting into white pussy. She clenched around him suddenly, probably
not intentionally but it was enough to send him over the edge. He pulled out
quickly and shot his load over her light stomach. He didn't have as much cum
left in him as he'd blown into Sarah Jane's mouth, but it was enough. Three
or four strands of the sticky, white liquid splashed onto Maria.

Maria jumped quickly at the feel of the hot cum hitting her, sending Luke's
cock all the way down to her throat. She coughed and let it out of her mouth
just as he gasped. "Oh! I think I'm about to..." Luke's cock suddenly erupted
all over Maria's face. She felt it spatter against her nose, forehead and
cheeks until he finally stopped. He stumbled a little and sat down on the
sofa between Maria and Sarah Jane.

"Oh my God!" Maria exclaimed. "I'm covered in the stuff!"

Sarah Jane leaned over Luke - she felt her breasts rubbing against his
still-hard cock - and started to lick the cum from Maria's face, eventually
moving down to her stomach. "And now you're not," the older woman smiled.

"Um..." Clyde said, breaking the moment. "Any chance I can sit down to? I'm
knackered her!"

Sarah Jane started to laugh. Maria quickly joined in, followed by Luke.
Eventually, upon plopping himself down on the arm of the sofa, his arm around
Maria, Clyde started to as well.

* * *

Some time later, after they had all cleaned up and Maria and Clyde had gone
back to their respective homes (at least Sarah Jane hoped so), and Luke was
reading downstairs (they hadn't a chance to discuss the repercussions of what
had happened - Sarah Jane hoped to leave that until a little later), Sarah
Jane went back into the attic.

"Mr. Smith, I need you," she said out loud.

Suddenly, the bricks in the wall parted to reveal the alien super computer
that she had installed upon moving into the house in Bannerman Road. It was
capable of hacking into almost any system not only on Earth, but also those
of passing alien spacecraft. It's abilities had aided in their saving the
world on so many occasions. "Yes, Sarah Jane?" it asked.

"I know you monitor all of the goings on in this house for security
purposes," she began. "I would like you to delete from your records
everything that has happened in here during the last... oh... three

"If you insist, Sarah Jane," Mr. Smith responded.

"Oh, I most certainly do insist," Sarah Jane informed the computer.

Lights flashed along Mr. Smith's control panel. "Records deleted. Do you
require anything else?"

Sarah Jane shook her head. "No thank you, Mr. Smith. That will be all for

The computer withdrew back into the wall and the bricks covered up the hole,
until it appeared as though it was a perfectly ordinary suburban attic. Sarah
Jane looked towards the doorway and the stairs down into the main part of the
house. She supposed she ought to have that talk with Luke she'd been
insisting on...



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