Disclaimers: I do Not Own nothing 100% of owning othing but i did get this from another fan fiction on another website

I hope you like it

Summary :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 their was a knock on their door."It's probably Cody." Carrie said, walking up to it."Yes?" She called."Hey Carrie, 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 Carrie." She said."What's up Maddie, you on lunch break?" She asked."Yup." She smiled."Oh, well I'll make you something." Carrie 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." Carrie said."Ummm, Carrie, can I talk to Zack?" She asked."No problem." She 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 did'nt mean to knock those boxes over, and then you bent over and...I just could'nt help myself." He smiled,"It's ok, I understand.""Thanks Maddie." He 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 face."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 did'nt 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 does'nr mean I would'nt 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 began to undo his pants when suddenly a knock on the door caused them both to jump answered it, it was Mr. Moesby."Carrie, 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 Carrie, take you time." Maddie smiled."Yes and Madeline you have...thirty seven minutes left on your break." Moesby said."Yes sir." She walked out of the walked into the kitchen and poured the sup 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 '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 pulled the front of his boxers down and took his erection in her 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 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."What...ever..you want." He said, gasping as she continued to stroke 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 slowly took his member into her mouth."Oh my God Maddie." He said, rubbing the top of her 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 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 could."GOD DAMN IT MADDIE!" He sreamed, shaking her head stopped, not wanting Zack to black out from pleasure."Gee, you reallt can't cum." Maddie said."Boy I'd say." Carrie said, standing in the door way, arms folded."MOM!" Zack said, shoving his member into his pants."Carrie, Oh my God, I'm so sorry, I got caught up in the moment." Maddie said, turning beat 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 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."Carrie..." Maddie said, but she stopped her,"Shhh, just watch."Maddie nodded."Ugh...mom..." Zack moaned as she pulled his cock in and out of her mouth, licking, sucking, bitting, kissing, using combos that Maddie nor Zack did'nt even think possible."Now Maddie, do what I did." She said, holding out the cock for her to nodded, taking the cock in her mouth and trying to repeat what Carrie just taught sucked it in and out untill Zack was moaning her name."Se sweetheart, I swear to god you do it like that and noy even Mr. Moesby could hold out." She said."Thanks Carrie." 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 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?" Carrie asked."I don't know." Maddie said."Well why don't you show us that hot little body of yours?" Carrie asked."Ok." Maddie smiled, unbuttoning her pulled her tie and shirt off, then her boots, followed by her skirt."Wow Maddie." Carrie said, checking her began to undo Maddie's she was done, Maddie allowed it to fall from her gave her breast a little smiled and stuck her tongue in her began to kiss the much yonger girl began to undo Carrie's tight shook them loose, never untangling her and Maddie's tongue' pant's fell to her ankles and she stepped out of them, exposing her grabbed and kneaded her ass as Zack watched in amazement."Mphhh, so...you wanna have a go with Zack?" She licked Carrie'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 smiled and pulled off her panties."Wow." Zack said as Maddie streached in front of him."Well get naked sweetheart." Carrie told her son as she locked the door to their did as he was told and layed down on the soft carpeted sat on his thighs and grabbed his 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." Carrie said."No problem." Maddie said, releasing Zack's rock hard member, she repositioned herself over it and lowed her ass on moaned uncontrollably as Maddie went up and down meanwhile, Carrie positioned herself over Zack's face so he could give her stuck a few fingers inside herself to help her unexperianced son as he moved his tongue in and out of his slwed her pace, allowing her muscles to do some of the , Carrie leaned over and took one of Maddie's nipples into her mouth."Oh God Carrie...Zack." Maddie Carrie slipped three finger's inside let out a deep moan."Ohhh, Zack, yeah, right there." Carrie was a matter of seconds before Carrie's juices were leaking down in Zack's mouth."Oh god Carrie I'm cumming." Maddie said as her juices were spilled on Carrie's licked them clean."Now it's all you son." Carrie said."Ugh, I swear to God, he's gonna cum, if we die trying, this boy's gonna cum." Maddie began to make out with Zack as Maddie continued ride his cock."Ugh..mom, I'm...I'm cumming." He said."He's gonna do it, don't give up Maddie, come on, you can do it." Carrie screamed as he shot four sticky loads of cum into collapsed on the floor panting."Maddie....mom...I love you guys." Zach and Carrie both giggled and kissed his cheek."We love you too Zacky." Maddie said."What time is it?" She asked."12:56." Carrie 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." Carrie pulled himself on the couch and threw his boxer on."So mom...am I still grounded?" He asked."Oh yeah." She said."Dang, oh well, how many days?" He asked."I think 69 shoulder cover it." She winked...