I don't own the Suite Life Of Zack And Cody (big suprise, I know).

Suite Life Of Zack And Cody: 69 Days (mf,mFf,inc)
by Anonymous

With Cody being gone to Bob's house, Zack Martin was left all alone in his
suite, only him and his mother, since he was grounded...for looking up
Maddie's skirt.

"Mom?" He called.

"What is it?" She replied, scrubbing a plate from their kitchen.

"Can I go see Maddie, just for five minutes?" He pleaded.

"No, your grounded son, I'm sorry, you should'nt have looked up that young
girls skirt, I thought I raised you better than that." She started, going off
on her "respect for women" ramblings.

"Look mom, I said I was sorry, can you blame me, I'm a teenager, and hey,
just think...I could be gay." He shrugged.

"I know, I know." She laughed, hugging him.

Suddenly their was a knock on their door.

"It's probably Cody." Carey said, walking up to it.

"Yes?" She called.

"Hey Carey, it's Maddie, can I come in?" She asked.

"Oh sure, come on in sweetheart." She said, opening the door, allowing the
blonde teen to enter.

"Hey Carey." She said.

"What's up Maddie, you on lunch break?" She asked.

"Yup." She smiled.

"Oh, well I'll make you something." Carey said.

"Oh would you, all week I've eaten a couple of candy bars for lunch, it would
be so good to have a real meal." She said.

"No problem." Carey said.

"Ummm, Carey, can I talk to Zack?" She asked.

"No problem." She said.

Maddie walked up to Zack who was sitting on the couch.

"Hey Zack." She said.

"Maddie, look, I'm really really sorry, I was just sitting their, I didn't
mean to knock those boxes over, and then you bent over and...I just couldn't
help myself." He said.

Maddie smiled,"It's ok, I understand."

"Thanks Maddie." He smiled.

Suddenly Maddie placed her hand on his knee.

"So...what exactly did you see?" She asked, in a slightly seductive tone.

"What?" He asked.

"You heard me...what did you see?" She asked, getting a little closer to his

"Well...umm, I saw...your..." He stumbled for words, her face very close to
his, her hand creeping up his thigh.

"Yeah?" She whispered.

"Well...I saw your...panties." He said.

"Oh really, and what color were they?" She asked, her hand dangerously close
to his area.

"Maddie, why are you doing this?" He asked, backing away slightly.

"Why do you care, I thought you liked me." She said.

"I do, but I thought you didn't like me." He said.

"Now what gave you that idea?" She asked.

"Well you rejected all of my dates and..." He started, but she cut him off,
"Well just because I don't want to date you doesn'r mean I wouldn't want to
do something else."

He gasped, her hand was now know on his errection.

"What's wrong?" She asked.

"Nothing, just...nothing." He said, making sure his mother was paying no

She began to undo his pants when suddenly a knock on the door caused them
both to jump appart.

Carey answered it, it was Mr. Moesby.

"Carey, I'm sorry to bother you, but the sound system downstairs is making
this awfull buzzing noise and your the only one who knows how to cut it off,
woul you mind?" He asked.

"Oh no, Maddie could you watch the soup, it'll be done in about five minutes,
and this should take more than ten." She said.

"Oh no problem Carey, take you time." Maddie smiled.

"Yes and Madeline you have...thirty seven minutes left on your break." Moesby

"Yes sir." She said.

They walked out of the suite.

Maddie walked into the kitchen and poured the soup into a bowl, she then
placed it in the microwave, not wanting to anything to ruin this moment.

"So, where were we?" She asked, begining to undo his pants again.

Zack's breathing was very raspy as she pulled down his zipper.

"Maddie, what are you gonna do?" He asked.

"Well all I can it's nothing you've done before." She smirked.

She pulled the front of his boxers down and took his erection in her hand.

Zack tossed his head back and moaned.

"Oh Zacky if your moaning just from that...just wait and see." She said, as
she began to pump up and down.

Zack tossed his head from side to side as Maddie expertly massaged his member
with her slender fingers.

"Oh Zack, I bet you want more don't you?" She asked, slowing down.

"Yes..please." He grunted.

"Well what do you want me to do next?" She asked.

" want." He said, gasping as she continued to stroke him.

She bent over and licked his head, causing Zack to cryout and grab her thigh.

"Oh you like that, do you?" She asked, dropping in front of him.

She slowly took his member into her mouth.

"Oh my God Maddie." He said, rubbing the top of her head.

Maddie moved his cock in and out of her mouth, occasionally bitting down on
his head gently with her back teeth.

"Maddie...Maddie...oh God." He whispered.

Maddie moaned softly, "Zack, if you want to cum, I'll swallow." She said,
taking his cock in her mouth again.

"I...I really do...but...I just can't, I don't know why." He said.

"Well I'll take care of that." She said, sucking on his head as hard as she

"GOD DAMN IT MADDIE!" He sreamed, shaking her head violently.

Maddie stopped, not wanting Zack to black out from pleasure.

"Gee, you reallt can't cum." Maddie said.

"Boy I'd say." Carey said, standing in the door way, arms folded.

"MOM!" Zack said, shoving his member into his pants.

"Carey, Oh my God, I'm so sorry, I got caught up in the moment." Maddie said,
turning beat red.

Carey walked up to them ,Maddie was still on her knee's between his legs.

"Oh don't apologize to me, apologize to Zack, no wonder the poor kid can't
cum, your doing it all wrong." She said.

Maddie and Zack watched in horror and shock as she pulled his member back out
and stuffed it in her mouth, pushing it in and out.

"Carey..." Maddie said, but she stopped her,"Shhh, just watch."

Maddie nodded.

"" Zack moaned as she pulled his cock in and out of her mouth,
licking, sucking, bitting, kissing, using combos that Maddie nor Zack didn't
even think possible.

"Now Maddie, do what I did." She said, holding out the cock for her to take.

Maddie nodded, taking the cock in her mouth and trying to repeat what Carey
just taught her.

Maddie sucked it in and out untill Zack was moaning her name.

"See sweetheart, I swear to god you do it like that and noy even Mr. Moesby
could hold out." She said.

"Thanks Carey." Maddie said, licking his cock clean.

"Gimme me a taste." She said, sticking her tongue in Maddie's mouth and
collected a small portion of her son's seed.

Both girls swallowed Zack cum.

"Wow." He said, slumping back on the couch.

"So, you've still got about thirty minutes, what else do you want to do?"
Carey asked.

"I don't know." Maddie said.

"Well why don't you show us that hot little body of yours?" Carey asked.

"Ok." Maddie smiled, unbuttoning her shirt.

She pulled her tie and shirt off, then her boots, followed by her skirt.

"Wow Maddie." Carey said, checking her out.

Carey began to undo Maddie's bra.

After she was done, Maddie allowed it to fall from her breast.

Carey gave her breast a little squeeze.

Maddie smiled and stuck her tongue in her mouth.

Carey began to kiss the much yonger girl back.

Maddie began to undo Carey's tight jeans.

Carey shook them loose, never untangling her and Maddie's tongue's.

Her pant's fell to her ankles and she stepped out of them, exposing her

Maddie grabbed and kneaded her ass as Zack watched in amazement.

"Mphhh, wanna have a go with Zack?" She asked.

Maddie licked Carey's lips once more and said, "Sure, are you gonna?"

"Nah, he's my son, the most I'll do is suck him off." She laughed.

Maddie smiled and pulled off her panties.

"Wow." Zack said as Maddie streached in front of him.

"Well get naked sweetheart." Carey told her son as she locked the door to
their suite.

Zack did as he was told and layed down on the soft carpeted floor.

Maddie sat on his thighs and grabbed his errection.

Zach whimpered as Maddie pumped it up and down to get him hard again.

"Well we better make this quick, we've only got nineteen minutes left."
Carey said.

"No problem." Maddie said, releasing Zack's rock hard member, she
repositioned herself over it and lowed her ass on it.

Zack moaned uncontrollably as Maddie went up and down meanwhile, Carey
positioned herself over Zack's face so he could eat her out.

Carey stuck a few fingers inside herself to help her unexperianced son as he
moved his tongue in and out of his mother.

Maddie slowed her pace, allowing her muscles to do some of the work.

Meanwhile, Carey leaned over and took one of Maddie's nipples into her mouth.

"Oh God Carey...Zack." Maddie moaned.

Suddenly Carey slipped three finger's inside Maddie.

Maddie let out a deep moan.

"Ohhh, Zack, yeah, right there." Carey moaned.

It was a matter of seconds before Carey's juices were leaking down in Zack's

"Oh god Carey I'm cumming." Maddie said as her juices were spilled on Carey's

Carey licked them clean.

"Now it's all you son." Carey said.

"Ugh, I swear to God, he's gonna cum, if we die trying, this boy's gonna
cum." Maddie grunted.

Carey began to make out with Zack as Maddie continued ride his cock.

", I'm...I'm cumming." He said.

"He's gonna do it, don't give up Maddie, come on, you can do it." Carey said.

Zack screamed as he shot four sticky loads of cum into Maddie.

Everyone collapsed on the floor panting.

" love you guys." Zach said.

Maddie and Carey both giggled and kissed his cheek.

"We love you too Zacky." Maddie said.

"What time is it?" She asked.

"12:56." Carey said.

"Oh shit...errr, crap." Maddie said, jumping up.

"Could I use your shower and a little make up?" She asked.

"No problem hun, it's in the cabinet." Carey said.

Zack pulled himself on the couch and threw his boxers on.

"So I still grounded?" He asked.

"Oh yeah." She said.

"Dang, oh well, how many days?" He asked.

"I think 69 should cover it." She winked...


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