17 comments/ 304390 views/ 97 favorites A Loving Mother By: Sorian I let out a loud sigh. The salad bowl managed to fall off the counter and shatter on the kitchen floor. This, of course, sent pieces of glass, lettuce, carrots and everything else all over the tile and even under the dishwasher. Great. I knew my son Tim would be here any minute and I wanted us to have a nice dinner alone. But after getting back from the gym and this fiasco, I would lucky if I was out of the shower when he got here. I started to sweep angrily. My husband was gone again. Always business and always for more than a few days. I looked up at the mirror over the sink (it was my cheap replacement for actually having a window there) and frowned. I was 37 years old. My hair was still dark, my skin was nice (I thought) and my breasts were not hanging to my stomach. I went to the gym four times a week and managed to weigh almost the same as my wedding day. I smiled in the mirror—I remembered the time one of Tim's friends called me a milf. At first I was angry, I didn't know what it was but it sounded like something bad. But after using the internet to look it up, it made me blush. The point was: what the hell was my husband's problem? I scooped the debris into a bag then put the broom away. Then I felt some glass still on the floor so I got down to get it. It had managed to still be spread out—even under the sink. I sighed and started grabbing at it with my fingers. The last time we had sex was almost a month ago. A whole month. I did things in the bedroom must husbands would dream about, but he just didn't seem interested. I scratched at the floor with my nails and smiled. I thought of the first time we had anal sex. He couldn't believe I wanted to try it—he was so sweet then. I thought of the last time I had an orgasm—now that seemed like ages ago. Even with all our toys, gels and outfits...something was missing. I crawled under the sink and felt around for the remaining debris. Of course I pleased myself when he wasn't there. I mean I had to. But I never counted those orgasms as "real". I smiled when I thought of my son Tim coming over. He was just 18, handsome and so sensitive. I used to think he was a spitting image of his father, now I didn't think they could be any more different. I wondered if Tim had a girlfriend, or what he was doing. I loved being his mom. When I thought about him my mood changed and I smiled as I did my best to get every piece of that salad from under the sink. I became aware that someone was behind me so I wiggled back wondering if it was Ella the maid. I got my shoulders out from under the sink and looked back. To my surprise it was Tim. He stood leaning against the doorway looking at me with a half-smile. "Oh...hey dear," I said embarrassed to have my butt sticking up at him. I realized that my running pants were slipping and I am sure he could see my thong. "Hey mom," he replied not moving, but still watching me. I turned around and sat on the floor, wiping my hands on the dish towel hanging from the handle. "I was stupid and knocked the salad on the floor." I said, trying to act casual. "So here I am on my hands and knees trying to clean it up before you got here." "It's no problem," he said—strangely quiet. He was wearing his work out clothes too and then I saw it: a rather large bulge in his sweat pants. I felt my face blush. Did he get that looking at me? But I am his mother? I looked at his pretty brown eyes. "Were you working out too?" "Yeah," he replied a little awkwardly. "I just got back, I didn't want to be late so I just came straight over." My eyes darted back to the bulge. My son had a great body and I was always a little curious about his parts. He saw me look at him and his face went red. "Um...I should go to the bathroom," he muttered. "Sweetheart wait," I said. I felt my legs tingling. I was more than a little curious. I knew it was strange—maybe wrong, but he looked wonderful to me. He always had. I wanted to test the water so I leaned back a bit to stick my chest out and tied my hair tie again. He looked at my chest wide-eyed. I felt flattered—no more than that. I felt beautiful and sexy. I was sex starved and I was going to go for it. I crawled toward him; looking at his bulge the whole time. "Mom?" he asked shifting uncomfortably as I neared him. "Honey, be honest with me," I said in as motherly a voice as I could. "Did looking at me turn you on?" "What?" his face was bright red. "It's ok, you heard me," I replied looking up at him coyly. "Um..." he was quiet, shifting. "I guess...I guess so...I didn't know it was you at first...I just saw your ass...I mean butt sticking out and..." "You mean like this?" I asked turning around and sticking it up for him. I knew I had a great ass, my husband loved it—why wouldn't my son? He swallowed hard. "Yes." "Do you want to touch it?" "What?" I tucked a finger into my waistband and tugged it down a little so he could see my pink thong. "You can touch it if you want to." I said. My heart was pounding and I realized that my pussy was getting wet just looking at him. "It's ok Timmy." He stood for a moment then pushed off from the wall and walked toward me. He stuck his hand out and touched my left butt cheek gently. Goose bumps grew as his warm fingers touched the flesh. "Mm," I said. "Feels nice. Use both hands dear." I instructed. He touched my other cheek and rubbed the skin just under my thong softly. My body shook at his touch and I felt myself growing wetter and wetter. I rocked forward on my hands and arched my back for him as he touched me. Each time he would slide his fingers a little bit more down over my skin. I shivered and after a moment I used one hand to start to pull my pants down and he took the hint. He pulled them off of me and I got back on my hands and knees so he could see my ass in just the little pink, cotton thong. I wondered if he could see my asshole or my damp pussy. He clutched my butt cheeks in his hands and ran his hands over them. He pressed my butt together then let it jiggle back. He rubbed over my lower back and down my thighs. I shivered again and looked back at him. His mouth was wet and his eyes were wide with lust. This is what I wanted: he wanted me. "Do you like this?" I asked as seductively as I could. "Um...yes," he answered. I took a deep breath. "Timmy...I am really excited. Your touch is perfect...did you know that? You are such a handsome boy." He looked at me and swallowed, "Really?" I rolled over, spread my legs as a tease and sat in front of him. My legs and ass were cold on the tile floor. I reached forward and grabbed the bulge in his pants. I could feel his shaft and dickhead in there. He was stiff as a board just looking at me. I slid closer and stuck my hand down his pants and grabbed his warm, hard penis. It was larger than I was expecting and I smiled when I saw him groan. "Mm," I hummed. I pulled his pants down. If I wasn't holding his cock in one hand it would have hit me in the face it was so hard. It jutted out at me perfectly, with a little bend up at the end. Its tip was dark and wide—smiling right back at me. I looked up at him and stuck my tongue out to lick it. "Oh my...mom..." he muttered as I licked the tip carefully. I moved to the shaft, careful to lick all of it. My heart pounded as I sucked on the end of it greedily. I kept my mouth on the mushroom tip, nipping at it with my tongue and teeth. My body was going wild. His cock was big, hard and he was young. He was a strong boy and I needed a really strong fuck. I licked and sucked on his balls. He breathed out deeply and muttered something. I knew he loved it so I kept sucking them. I let his cock go and just work on his balls with my mouth while his shaft rested against my face. It was warm, with soft skin and I kissed and licked at it. I stroked at it occasionally with my hand, then took it in my mouth as far as I could. The skin tasted wonderfully and I sucked the pre cum out as it came. He was breathing fast and I knew he would cum soon so I stopped. I held his dick firmly in my hand and looked up at him. "Do you want to fuck your mom?" I asked pumping his cock with my hand. He nodded and I let go of it and got it in my mouth while I pulled my underwear off. My pussy was drenched—so much that I slid on the floor a little. I sucked his cock another moment then lay back in front of him with my legs open. "Come here dear," I said as he knelt down toward me and I pulled off my thong. He held his cock in his hand and found my pussy quickly. I pulled him close and his dick slid in. I was so wet I took it in easily. I grunted as it filled my pussy up. I swallowed hard and looked at him. He was staring at me with wide eyes and an open mouth. I felt his cock pull back and then he thrust into me. It went in deeper and I groaned. I relaxed for the next thrust and as he did it went in all the way. I slid my hand over his ass and squeezed as he pushed into me again and again. I stared at my son longingly and he looked back. The room was burning so I did my best to get out of my shirt and sports bra. He looked down at my breasts as they flopped while he fucked me. "That's it..." I said as I felt my body tingling. He fucked me faster and I felt my head touch the counter as he pushed me along with thrusts. The slight pain made me orgasm suddenly. I tried not to be too loud, since I wasn't done with my son's dick yet. I bucked my hips and grunted. I stared into his eyes. "Turn me over honey...fuck me from behind." He pulled out and I rolled over. I stuck my ass out in time to feel his hard cock jam into my pussy. The new angle drove me wild and I shook as he fucked me. My head hit the cabinet door so I reach forward with one hand to steady myself. "Harder," I said between breaths. He grabbed my hips and pushed. A little harder and deeper each time. I groaned and squirmed as I gripped his perfect penis with my muscles. "Yes...mmm...like that," I said as he pumped. "Mom..." he said in a worried voice. "I am gonna cum." "No!" I snapped, I pulled away from his dick until it was out of me. It glistened with all my wetness and dangled in front of me. I looked up at my son lovingly and smiled. "If you cum then we will be finished. I am not ready to finish yet are you?" He shook his head. "Good," I said. I stood up and helped him to his feet. "Let's go to the bedroom...I want to show you something." My head was spinning—my son had given me an orgasm. Now we were walking, naked back to my bedroom. I couldn't believe it. My mind was racing. I was starved for this and now here we were. As we walked into the bedroom I decided that I would do my best to make this good for him. I remembered when I was 18 and the boys I was with then. They could cum more than once with out much rest—my son could do at least that. I sat on the bed in front of him. He stood nervously holding his dick and trembling. He was my beautiful boy and I wanted his cum. All of it. "Can you lick my pussy sweetie?" I asked spreading my legs for him. My pussy was shaved and swollen. It was still wet and getting wetter as I watched him fall to his knees, stick his tongue out and start to lick me. "That's it." I muttered as his warm tongue brushed against me. I slipped my hand in his hair and leaned back so I could push myself toward his mouth. "Carefully...sweetie...let me help you..." I pushed his head, guiding his open mouth to my hard clit. "Do you feel that...oh shit...yeah...suck on that...suck on it...ah...ah..." I said over and over as he sucked greedily. My wetness ran all over his face and I felt a warmth moving up over me from my pussy. I knew it was coming: a real orgasm. "Ah! That's it...suck it! Oh shit...shit...shit...shit..." I opened my legs as far as I could and as he bit my clit I came. My body shook and I gripped my breasts calling out. I held his head in both hands and ground against him, moaning and groaning the whole time. My body was hot and burning as the orgasm raged through me. "That's a good boy...oh..." I muttered as it gently passed over me. He looked up at me with a wet face. "Honey...you can eat my pussy like that any day," I said to him lovingly. "Maybe if you suck my dick too," he said smiling back. So he was going to sass me? I loved him. "Well stand up and let me show you some things," I said biting my lip and smiling. He stood up and moved his wonderful cock close to my mouth. I grabbed his shaft with my hand and looked at him. "Now...first of all...you have a beautiful penis; one that any girl would love to suck on." I took it in my mouth and sucked it gently. Then I pulled it out and continued, "If you need to cum, baby, it's ok. You can cum on my face or in my mouth...just tell me and don't be shy." I licked down his shaft and took his dick in my mouth. I sucked it for a few seconds to tease him then let it plop out of my mouth. "You also have great balls...young girls can forget about them. But it's a shame because I know that if I give your balls a lot of attention then you will have more cum for me." "Really?" he said. He was so cute. "Yes," I said with a nod. I turned around on the bed and lay back so my head was just off the bed. "Why don't you lift that shaft up and put your balls in my mouth?" I opened my mouth for him. He held his shaft against his tummy and stepped forward. His ball sack dangled over my mouth. I stuck my tongue out and touched it. He knelt down and I took his left ball in my mouth gently. I loved the soft skin and I sucked on it. I opened wider and took in both of them. He was so excited and his balls were clenched together. I closed my mouth around them and sucked. I slurped and sucked them. My mouth was wet and his balls were slimy from all my sucking. He moaned softly. I felt them shift in my mouth and I knew he loved it. I opened my mouth more to take them in more and sucked. He grunted and shifted on his feet. I let his balls out of my wet mouth. I grabbed for his shaft and he pushed it into my mouth. I knew how to suck cock like this and I wanted my son to know what it could be like. I wanted him to think about nothing else than the time I fucked his mom's face and obsessed about when he could do it again. I opened as wide as I could and it slid against my throat. I took a deep breath and pulled his hips more until his balls hit my face and I was swallowing his cock. I relaxed and closed my throat over it, so I locked around his dick head in my throat. I gagged on it at first, but knowing it was going to happen, I just waited. "Oh...mom...that's..." he let out breaths at a time. I pulled it out of my mouth. "Now sweetie, when you start to cum I want you to push your dick in my mouth as far as it will go. When you feel me clench around it like that then all of your cum is going straight down my throat. Ok dear?" He took a deep breath and nodded. I opened for him and he pushed it in slowly. I grabbed at his hips and helped him to get a rhythm. He was timid about pushing into my face like this so I helped him until he realized I wanted it. He sped up slowly, pumping into my mouth. I took it in my throat when I could, feeling his balls hit my face and his dick head gag me. I grabbed at his hands and guided them to my chest so he would squeeze them while he fucked my face. He thrust again and again. He squeezed my breasts and my body tingled. I opened wider for him as he grew in my mouth and pushed it farther each time. "Oh...shit..." he said through his teeth and I knew it would happen soon. I sucked as hard as I could, letting his shaft and head run over my rigid tongue. He opened his legs slightly and shifted his weight then fucked m mouth really fast. I felt spit slip out of my mouth as his hard cock jammed in and out. Faster and faster he fucked and then he squeezed my breasts so tightly. "Oh shit...mom...I am cumming...cumming..." He grabbed my head and thrust forward, I opened for his huge swollen tip and took it in my throat. As he started to buck his hips I gripped the tip with my throat and suddenly it was filled with his hot, wet cum. I swallowed as it went. "Oh shit...Ah! Ah! Ah!" He screamed as I swallowed on his cock, giving him pressure and friction he didn't expect. His cum squirted out so quickly and so much that I choked on it, gripping his dick more with my throat. He cried out and fucked my face as hard as he could. I took a deep breath through my nose and swallowed the last of his cum. My eyes were watering and my mouth tasted like his sweet and salty cum. I pushed his dick out of my mouth carefully. "Shh...oh..." he muttered. It slid from my lips, glistening with sweat and totally clean. I rolled to my tummy, swallowed what was left, then wiped my face and smiled at him. "That...that...was amazing." "Good," I replied. "Now...we aren't finished yet. I know you might feel like it...but I need you still. Is that ok?" He nodded, "I think so...but mom, my dick isn't gonna be hard after that." I smiled at him, "Not yet...but I need it to be. I am going to get out some things and you can watch me. When you think you are ready...let me know ok?" He looked at me and nodded again. "Ok...I will try." I stood up and went to the night stand. I opened the drawer and took out my red vibrator and bottle of lube. Tim watched me the whole time, sitting on the bed and holding his waning cock. I turned the vibrator on and let it buzz for a minute. Then I pressed it against my pussy and closed my eyes. It sent shivers up and down my body. I pushed it over my clit and groaned. I opened my eyes and looked at Tim. He watched the vibrator carefully and curiously. I winked at him and took the lube in one hand then squeezed it all over my pussy. I rubbed it over my pussy then down over my ass as well. I took the vibrator and pushed it against my ass then pressed my other hand against my pussy. I moaned at the sensation and shifted my legs up so he could see what I was doing. I moved the vibrator around my asshole slowly while fingering my pussy. I could see Tim watching and his dick was growing hard in his hand. "Do you like that sweetie?" I asked through moans and deep breaths. "Yeah, mom, I do." He replied. "I want you to fuck my pussy again...but don't cum ok?" I said. He nodded and slid onto the bed toward me. His cock was already hard. I was grateful for his youth. I opened my legs for him and he pushed in easily. The lube made his cock plummet all the way to his balls. He grunted and I shifted my hips until I felt it drive against the sensitive spot deep in me. "Oh..." I moaned quietly. The vibrator slipped out of my hand and lay on the bed as he pushed deeply into me again and again. He stared at me intensely as he grabbed my ass and pumped me. Our bodies slapped together and my chest bounced around. He fucked me harder and harder. I grunted and then came. I lifted one leg up so he could go deeper and moaned as the orgasm took my body quietly. "That's it...oh...oh...oh..." I said in rhythm with his pumping. "That's a good boy...fuck your mother, fuck me...oh...oh..." He pumped me vigorously then suddenly stopped. "You told me not to cum yet." "Good," I smiled at him. "Keep your dick there, but don't thrust. I want to tell you something." He was obedient and I smiled at how he listened so well. He was perfect at this. "I want you to fuck me in the ass." I said squeezing his cock with my muscles. "Use I will put that vibrator on my clit...it will really help at first." "You mean...anal sex?" he pushed the words out, afraid that he misheard me. "Yeah sweetie," I replied. "Is that ok?" "Um...yes of course...I just didn't think girls...you know...liked that," he said. His dick was still in me and he pumped me slowly without realizing it. A Loving Mother "They don't dear," I answered. "But mostly because they don't know how and their lovers don't either. I think it is the hottest orgasm we both can have." I took a deep breath; his cock was growing inside of me as we talked. "I am going to turn over and you lube me up really good ok?" He nodded sweetly and I pulled him out of me and turned over. I pushed my butt up toward him and he surprised me with his mouth. He kissed my cheeks and then started to lick my asshole. "Oh...that's good...I was worried you wouldn't...oh...shit..." He licked me greedily and I felt him try to stick his tongue in. He pushed at the hole again and again. He put his whole mouth over it and licked. "Do you like my ass?" I asked. He moaned then answered, "I love it. I have wanted to lick your ass since I can remember." He drove his tongue over my ass again and licked. I grabbed at my cheeks and moaned as he finally slipped his tongue in my ass. He grunted and pushed it in further until I felt his teeth. "Oh shit..." I said. The warm velvet of his tongue sent chills up my body. I gripped the bed and shifted so he could fuck my ass with his tongue. He shook his head and drove it as far as he could. My pussy was dripping wet and I flailed around for the vibrator. I gripped it and slid it over my pussy. As soon as it touched me I came. The anal orgasm caught me so off guard I almost kicked my son. I opened my mouth wide and grunted, shook and shivered as it surged over my body. He licked me deeply and clutched my ass in his hands. He yanked his head back. "I want to use my dick mom," he said. I tossed the vibrator aside. After being licked like that I didn't need it. I looked back at him. "Please do baby." He grabbed his hard cock and pressed it against my lubed and wet asshole. He forced it to the left then the right until it worked in. I grunted at the stretch and shifted. I felt this void in my body read to be filled. "Squirt the lube sweetie...until it is wet and shiny," I said. He grabbed the lube and squirted it over my ass and over his cock. He grabbed my ass cheeks firmly and pushed. I felt every millimeter of his cock slide into me. He pushed firmly and slowly. I wasn't sure if I could take the whole thing—it seemed impossibly big. I felt a stretch and it seemed like he had touched my limit. I looked back at him, took a breath and asked, "Is that all of it?" He shook his head, "No mom...still a couple inches." "Oh fuck..." I said. I felt him squirt more lube then push further. I groaned as it went deeper. I felt every inch, ever once of skin, every rib, line and piece of his cock as it went. I gripped it and it went further. "How much...more?" I asked groaning. "Another inch maybe more," he replied. "Want me to keep going?" I grabbed the bed as tight as I could. "Until your balls are against me...as far as you can." I said. He gripped my cheeks tightly and pulled them apart. Then he pushed again and I felt his dick press in further...deeper and deeper and I gasped with each twitch and move. Then he took a deep breath, pressed again and I felt him inside of me—I naturally clenched my muscles against his rigid cock and slid my hand under to my clit. The mix of pressure, pushing and filling in my body sent shivers all over. "That's good baby...so good...just keep it there...oh..." I said as I bit my lip. "I...I need to adjust...oh...that is so deep...honey you are so deep..." My muscles clenched and relaxed again and again. My pussy burned and as I rubbed it the pressure in my as increased and I groaned. I was ready. "Squirt some lube baby..." I looked back at my beautiful son. "...and fuck my ass." He nodded and dripped more lube over my ass. He held my butt cheeks so tightly as he pulled back slowly. I clenched against every inch of his cock as he pulled it until the tip locked against my gripping asshole. The formed void gave a slight ache and it needed to be filled. I took a deep breath and held the bed sheets. "Fuck me, son." I said longingly. He drove his cock back into that void until it pushed the edge and I groaned at the shift. I rubbed my clit furiously as he pulled back while I squeezed his cock as tightly as I could then he drove into me again. I grunted as it slammed into me firmly. I clenched his cock tightly and leaned forward so he could push down into me. He pulled back again, almost pulling out and I moaned at the change. Then, while gripping my ass cheeks with his thumbs he pumped again. "Oh fuck!" I yelled. I felt his balls against me and I knew I was going to cum if he kept it up. He pulled back again until he was almost out. I opened my eyes and looked back at him. He looked back at me and thrust in. I half-closed my eyes and groaned. My pussy was dripping and my fingers slopped over my clit loudly. He pulled back and pushed in again, hitting a spot deep in me and I groaned. "Again...harder...I am gonna cum...please..." I begged him. He grunted and pumped me again then again and again. Each time was a little harder and a little faster. The rhythm made me wild and I looked back at him full of tears of lust and sweat. My son fucked my ass perfectly. Suddenly my body shuddered and shook as his cock fucked my ass and I came. My clit was hard in my fingers and I cried out, bucking against him wildly. "Oh shit...ah...ah...ah...ah...ah...oh baby...sweet baby...ah..." The orgasm took me over and I looked back at him fiercely as he fucked me. I wanted more. More of his cock. "Baby..." I said in a heavy lust-filled whisper. "Sit back." He stopped and looked up at me. He swallowed, "This is amazing...I need to cum soon...my balls...are..." "I know honey, I am gonna make you cum. Do you want to shoot in my ass?" He still had his dick in me and he looked down at my spread ass. "Yes...I...have to..." He shook with sweat. "Ok...sweetie...pull it out and sit back," I instructed. I groaned as he pulled out and the void drove me crazy. I knew I was gaping a little and I let him look. He stared for a moment then slid back to a sitting position. I turned around to face him, straddled his lap and held his cock in my hand. "I wanna look into your eyes while you fuck and cum," I told him. I maneuvered his dick until it pressed against my wet, lubed and gaped asshole. I pressed myself down and he grabbed my ass cheeks to spread them. His large cock head stuck for a moment then slid past my clenching ass and into me. As it filled me up I shook and squeezed it. My full weight went down and his cock went into me as far as I could take it. "Oh shit..." Tim said staring at me. I nodded to him and started to ride his rock hard cock with my ass. He lifted me and helped me drop onto it. Each time it pushed in I groaned and squeezed it. He squeezed my ass and moaned. The new friction was incredible and I saw he was going to cum soon. He looked up at me as his cock slammed into my ass harder and harder. His eyes were half-closed and his mouth was open. My breasts flopped against him and he licked at them. "I...oh shit...I am...here it comes...I am gonna cum...oh fuck...ah...ah...oh...shit!" He shouted and I gripped his cock as tightly as I could. At once I felt the heat of his cum spurting into me in large spasms. His cock shook at the beating of his heart and he held me. I sat as firmly as I could on his cock until his balls were pressed under me. I squeezed them with my hand and he cried out again. He shook and writhed as he came. An orgasm took me off guard and I squeezed his dick tighter and moaned. I held him as he held my ass and fucked it. Our bodies slapped and shook together and then...it was over. We held each other for some time like that. "Mom..." Tim began. "Yeah sweetie." "Can I come over tomorrow too?" he asked. "Anytime honey...you know that," I replied and kissed his nose. A Loving Mother Josh was standing naked in the shower, one hand against the wall, the other stroking his penis. He had stopped the water as he had finished showering, and the bathroom was silent apart from his heavy breathing. "Oh... Jennifer... Yes..." he whispered as his pleasure grew. He could think of no one except his ex girlfriend when he relieved himself. She had been the world to him, and now that she had left the state with her family, he still couldn't think of any other girl. It had been three months already, a short time compared to the two years they had spent together, but it felt like an eternity. Being alone in the house, he didn't bother to lock the door. He hadn't heard his mother coming home from work when the water was still running. Deborah was 36, she lived alone with her son. The father had left long ago, not wanting to look after a child he had gotten too soon. So Deborah had had to raise him alone. They lived far from town and she didn't get out a lot, thus her good looks weren't of much use and she didn't have a boyfriend. It was the middle of July and first thing she wanted to do was take a shower. She went to her bedroom and dropped all her clothes. She had a nice body with firm breasts. She liked to keep her sex shaven even though she wasn't seeing anyone. She untied her brown hair, letting them fall on her shoulders and back. She knew Josh was home as she had heard the shower when she came in. But the water had stopped for about five minutes now, so she guessed he was in his bedroom already. She grabbed a towel, wrapped it around herself, and went upstairs to the bathroom. Just as she opened the door, she saw Josh masturbating. The shower's curtain wasn't closed, there was nothing between them. He instinctively turned to her in surprise, his twitching member still in his hand. Deborah opened her eyes wide and stood still as her son stroked his penis a few more times in front of her before his brain processed what was happening. After a second, he tried to hide his erect member with his hands and said urgently, his face red with embarrassment : "I'm sorry mom! Sorry!" She smiled. "It's okay Josh, there's nothing to apologize for. What you're doing is only natural. I'm the one who should be sorry for walking in on you. But, er, maybe you'd like to finish what you were doing? I can come back later..." "What? No, no! Just give me my towel, please." She grabbed his towel which was hanging next to her, and handed it to him. Josh quickly wrapped the towel around his waist without looking at his mother. The bulge was very visible through the towel, and he walked out without saying another word. He left his mother thinking. She had had fantasies about him for a while now. He was twenty and already a fine looking man. She had fantasized about catching him in the act of masturbating, but this was the first time she actually saw him. Sometimes, in the silence of the night, she could hear him panting, whispering the name of his ex girlfriend. She would masturbate silently, trying to picture her son doing the same. What she had just seen had fueled her fantasy, but also left her wanting more. She wished she had seen him come. Back in his room, Josh was still very embarrassed. He wished he had locked the damned door. Then he heard the shower running. In the safety of his room, his thoughts went back to his still hard penis. He dropped the towel and sat on the edge of his bed. With a tissue in his left hand, he stroke his penis again. But this time it was different. For the first time in months, he wasn't thinking about Jennifer. His mind was filled with the picture of his mother, standing before him wrapped in her towel. Naked underneath... He quickly reached climax and caught his sperm in his tissue. "Oh my god," he thought as he got back to his senses, "did I just masturbate to my mother?" Deborah was rubbing her body with soapy hands. The image of her son with his cock in his hands still imprinted in her mind, she let one slippery finger move down between her thighs... Chapter 2 The dinner this evening was rather quiet, until Deborah broke the silence. "Do you want to talk about what happened earlier?" "Umm, no... It's fine." "I don't mean to make you uncomfortable! On the contrary, actually. I don't want you to feel bad about this. I bet it's not the first time a mother walks in on her son masturbating." "Mom!" Deborah laughed at her son's embarrassment. "Is it the word "masturbate" that troubles you? I know people your age get easily embarrassed by this subject. But you're okay with me. I'm very opened about it." Josh raised his eyebrows slightly and looked at his mother. "Really? "Yes, of course. We all do it, you know. Come to think of it, it's silly we lock ourselves up and try to hide it, even though it's something natural that everybody does." "If you say so..." Josh really didn't feel comfortable about this whole conversation, but his mother didn't seem to mind. She continued : "We should break the ice, you know. I know you had sex very often with Jennifer, so now I can only guess it's hard for you, on your own. Do you masturbate often?" "Mom! Come on. You can't ask me this!" "You really don't need to get defensive. I'm only trying to get you to open up a bit. I'm your mother, not a stranger. Besides, we live together, just the two of us. Why have this kind of barrier?" She was determined to get him to talk. Her words were driven by her desire, she wanted more than what she had seen earlier. Also, she knew he was feeling lonely, and wished she could do something about it. She kept the pressure on. "Besides, I often hear you, you know." "You what?" Josh's eyes were now opened wide. "I hear you when you masturbate. Not every time I guess, but at least twice or three times a week." "You can't... I mean, I don't..." She had him cornered and they both knew it. She was playing all her cards and he had to give in. He just couldn't avoid the subject. She knew the thing to say to finally make him enter the conversation. "I do it too, you know," she said with a smile. "Really?" From the way he replied, she knew she had gotten his interest. And she could tell from his look that he was trying to picture her fingering herself. She had him right where she wanted him. "Well yeah! I may be your mom, but I'm a woman too. I also have needs." "But you..." He hesitated before finishing his sentence. "You do it often?" "Wouldn't you like to know," she said with a smile. "Actually, yes, pretty often. Usually every other day. I did it today, too." Josh blushed. Did she do it before of after walking in on him? He wondered. At first he was embarrassed, but now he was getting a bit turned on by the conversation. She was, after all, a very attractive woman. Suddenly he was getting curious about his mother's sexual life. Maybe it was also his way of defending himself against the earlier invasion of privacy. "But, like, when do you do it? I mean, you do it when I'm at home?" "Sometimes. Sometimes I do it after you leave and before I go to work. Sometimes when you're already sleeping. Sometimes under the shower." "She definitely did it when she was in the shower after she caught me", Josh thought. She wanted to ask him why he was so curious all of a sudden, but she refrained, fearing it would discourage him from talking and bring an early end to the conversation. Instead, she asked him : "Do you always think of Jennifer when you do it?" "Er... Yeah." Deep down, some part of her wished he had said otherwise. She knew it was impossible, but she had this crazy hope, that he would have said he sometimes fantasized about his mother. "And who do you think about, mom?" She sure as hell wasn't going to tell him that lately, most of her fantasies involved him. She lied : "Well, no one in particular. Usually just actors I see on TV, or people I see at work." The conversation didn't go further that night. After dinner, Deborah stayed in the living room and watched a movie, and Josh went to his bedroom and played on his computer. They both had a lot to think about. When Josh had left for his room, his mother had told him "it was nice to have this talk with you." He wondered if she had something in mind. Chapter 3 A few days later, Josh and his mom were watching a movie together in the living room. It ended rather late in the evening. It was a great fantasy movie about a magical ring. "That's how it ends? What a let down," Deborah said, taking the remote in her hand. "Well that's just the first movie. There are two sequels after this one. I think they're on next week." "Oh," she replied, browsing through the channels. She stayed a few seconds on each one before changing for the next. She eventually landed on a softcore erotic film. She didn't skip it. On the screen were two naked women making love. The pictures were explicit enough without showing close-ups of their genitals. They were kissing passionately on a sofa, pressing their breasts and vaginas against each other's. Deborah, with a smile, looked at her son who had his eyes glued to the screen. As he remembered his mother was right next to him, he looked away, blushing slightly, and asked : "Would you mind putting something else?" She noticed a bulge was growing in his pants. Even though he wasn't looking at the screen, the volume was up and moans of pleasure from the two girls were filling the room. "What's wrong? Don't tell me you never watch porn? I bet you've watched things far worse than this," she added, amused. "Well... Certainly not when you're around." "I suppose so." She put the remote down on the table. "But I told you already. You don't need to be ashamed with me. Let's just watch this together, I'm sure you'll get comfortable." Josh reluctantly moved his eyes back to the screen. He asked : "You watch this kind of films?" "Occasionally, yes." They watched silently for a few minutes. They were both getting really turned on by the scene with the two women. Deborah couldn't help but glance at her son's hard-on through his pants. She said eventually : "This must hurt, Josh." "Huh?" he said, before looking at her and seeing what she was referring to. He blushed again. "It's... It's okay." "No it's not. You should just let it free." "What? You mean, with you right here?" "I know it feels weird, but I'm your mother. Don't forget where you came out from! And I've already seen you naked, just a few days ago, remember? Go on. Please." Josh nodded, then slowly unbuckled his belt, and unbuttoned his jeans. He pulled them down to his knees. The bulge was now much more visible through his boxers. He turned hesitantly to his mother, and seeing her benevolent smile, he pulled them down as well. His hard sex sprang. She could see the tip glistening with preseminal fluid. His penis twitched slightly with every heartbeat. They carried on watching the film for a few more minutes. Josh felt the air in the room softly brushing against the glistening tip of his member, making him very conscious that he was naked, with a full erection, right next to him mom. There was now a different scene on screen, with to couples making love right next to each other. Deborah softly put her right hand on her son's naked thigh as the screams of pleasure from the actors filled the room. He twitched at the unexpected but pleasant touch. Her hand... His mother's hand, it was so close to his cock, to his balls... It made him even harder. "You can stroke it if you feel like it," she said, still smiling to him. He hadn't noticed, but for the past few minutes, she hadn't seen a single picture from the film, her eyes had been glued to his erection. Josh obeyed and slowly brought his right hand to his manhood. He wrapped his fingers around it and began masturbating, slowly. His mother's hand was still on his thigh, but she was now caressing it softly, sending him shivers. She asked him to remove the rest of his clothes completely and he did so, dropping them on the floor. As the action on screen got more intense and his own arousal grew, Josh began stroking faster and faster. Deborah left her seat and sat on her knees right before her son, her face close to his sex. Josh had a moment of hesitation, and slowed down. His mother said kindly : "Come on son, do it. Don't be ashamed. I want to see you come. I want to see you ejaculate. Do it for mommy." Her words sounded so wrong, but so arousing, he felt his pleasure grow very fast. He was already on the edge of orgasm. He kept a slow but steady pace, strengthening his grip, making each stroke more intense until he came. His whole body twitched, and ropes of sperm erupted from his shaft. Deborah watched with passion, inches away from his sex, as the white fluid flew before her and landed on the carpet. She had never been so turned on, as far as she could recall. The wetness between her legs was becoming very uncomfortable. Time seemed to slow down as her son's hard sex twitched, and his semen erupted from it inches from her eyes. She watched as the juice of his pleasure landed next to her, sullying the carpet. Finally his orgasm ended. Seeing his mother's face so close to his sex, looking at it so passionately as he ejaculated with abandon, almost drove him crazy as endorphin filled his body. "This was beautiful Josh. I love you. Don't worry about the mess, I'll clean it up." Spent, Josh put his boxers back on, grabbed the rest of his clothes in his hands, and walked upstairs to his bedroom after kissing his mother goodnight. "This was nice, mom," was all he said as he left timidly. He got to bed and didn't hear his mother masturbate on the couch, her hand buried inside her panties. She was so excited she didn't even take the time to remove her clothes. "I wish you were here to see me," she thought just before she came. Chapter 4 The next day was Saturday and Josh and his mom both stayed at home. She woke him up at 10 in the morning with a swift kiss on the forehead. She was wearing a bathrobe and had obviously just come out of the shower. Once josh came to his senses, Deborah spoke : "Hi, son. I hope you don't feel bad about last night." "No, mom... It's okay. It was good... Great, even. But I still feel uncomfortable about all this. You're my mother, you shouldn't see me do this." "But I love you, son. And right now, all we have is each other. I don't want you to keep anything from me, nor do I wish to keep anything from you. That is why I wish to be fair with you. I have seen you naked, twice since you're a man, but you haven't seen me." Before he could say anything, she untied the belt of her bathrobe, opened it and let it fall to the floor, displaying her naked body to her son. Josh was stunned as the beauty of his mother was revealed to him. She was so much better than Jennifer! Deborah sat on his bed. Josh slept naked, and already she could see a bulge forming underneath the quilt. "There is something else I need to do to be perfectly even with you..." She stood on her knees, right above his face, her knees placed on both sides of her son's head. He could see his mother's vulva very clearly as she brought her right hand to it and circled her clitoris with her index, looking at Josh in the eyes. He remained motionless, apart from the still growing bulge beneath the sheets. She finally inserted a finger inside her vagina, accompanying the penetration with a long, soft moan. She started rocking her hips, making her gorgeous breasts bounce in rhythm. Josh had never watched a woman masturbate before. He could see her vagina clearly as her fingers penetrated it. She almost touched his face every time she pulled her glistening fingers out. Her movements were getting quicker and quicker and her moans of pleasure filled her son's bedroom along with her scent. She could feel it coming now. "Yes, Josh... watch me! Watch your mommy as she comes for you! Ooh!" Josh was in awe as he watched his mother bring herself to orgasm inches from his face. From where he was, he had a perfect view of her orgasmic contractions. She had removed her finger, and he could see as her vagina opened slowly, giving him a glimpse of its depth, before suddenly contracting, making Deborah's whole body twitch with pleasure every time. When she was done, she let herself fall on the bed next to him. With her hand, she reached for her son's erection and caressed it through the sheets. "Did you like what you saw?" "Yeah... That was amazing." "It's your turn now." She pulled the sheets down in one quick move, then grabbed her son's sex and began masturbating him. Just as she did the evening before, she brought her face close to his sex, staring at it with lust and passion. She placed her free arm under Josh's thigh, and reached for his testicles with her hand. She caressed them as she kept pumping his erect shaft faster and faster. "I love to think that I'm making you so hard, Josh." He blushed, and could already feel the pleasure building inside him. With the show she had just put on for him, and the way she was handling his manhood, he couldn't hold it for very long. When she felt he was close to coming, Deborah moved closer and placed her face directly above her son's penis, still masturbating him eagerly. She saw the expression on his face change as his orgasm was building up, and said : "Come on now, come for mommy. I want to make my son have an orgasm. I want your cum all over me. Show me you love me. Ejaculate all over my face, cover you mother with your sperm!" This dirty talk was way more than Josh could take, and he burst into the most powerful orgasm he had ever felt, moaning loudly as his semen erupted from his sex and gushed all over his mother's face. Her eyes were closed and her mouth opened, and he watched as each shot of his sperm landed on her cheeks, her chin, her nose, her eyelids, and inside her mouth. When his orgasm was over, Deborah kept pumping him slowly, drawing out the last drops of white fluid from his still twitching member. She opened her eyes, his sperm dripping down her face. "You taste wonderful, my son. This was great. I love you." She swallowed some of the liquid that had landed in her mouth between each sentence. When she was done, she licked her lips. Finally, she sat up, and said, smiling : "I have to go wash my face now. You made a mess of your mother, Josh." As he heard the shower, Josh took a moment to come to his senses. He still didn't fully realize his situation, but he sure was enjoying it. He was trying to fight away the feelings of guilt. They both wanted to do this, they were both adults, nothing was wrong. Sure, they were breaking some cultural rules, but they weren't hurting anyone. Deborah had the same thoughts, as the water pouring on her face washed off her son's semen. She watched as the white drops fell at her feet, and swirled down the drain. Once she finished her shower, she dried herself and went back to Josh's room. She didn't bother to wear anything, she just walked in completely naked. Josh himself was just standing up, still not wearing anything either. Deborah spoke : "It was nice to put on a little show for you. If you enjoyed it, you can watch me anytime. My door will always be open, you're welcome to walk in on me anytime and watch me as I masturbate." He took a few seconds to process her words. "Also, whenever you want to masturbate, I'll be glad to do it for you. I don't want you to be lonely when I'm right here. Just ask and I'll give you a hand." They both laughed at the unintended pun. "But seriously, though. I'm your mother and all I want is to see you happy." She walked to him and embraced him, pressing her naked body against his. Already she could feel his erection growing against her thigh. A Loving Mother "Already wanting more? I want you to be completely satisfied." She pushed him gently, he sat on the bed without a word. He was willing to let her do whatever she wanted. She sat on her knees before him, and moved her face towards her son's hard member. She opened her mouth and took it in. She could taste her son's precum as she sucked him passionately. Josh thought : "I can't believe it... I'm inside my mom's mouth! It so warm... So soft... I can feel her tongue massaging me!" With one hand, she tickled his testicles. Replacing her mouth with her other hand so she could speak, she said : "I won't waste any this time. I want to taste and drink all of your pleasure." She could feel Josh's sex react to her words. She stroke him faster. "You will ejaculate in my mouth, feed me with your orgasm." Josh could not believe how turned on he was by his mother's words. She resumed sucking for a while. Josh was moaning. She stopped sucking and removed her hands for a few seconds, and watched as his penis twitched with every heartbeat. Then with the tip of her tongue, she gave quick licks on the tip of his member, making him growl in excitement. She got back to sucking him again until she felt he was close to the edge. She removed her mouth again, giving him a few slow strokes with her hands to keep him close. She could feel he was right about to come. If she pumped him just slightly faster, he would cover her with his white fluid. But she knew the exact rhythm she needed to keep. Josh felt he was about to explode. His penis was about to burst with pleasure. And his mother knew exactly what to do to keep him like that. She spoke one last time before engulfing his shaft again : "I want you to fill your mommy's mouth with your cum. I want to feel your hot sperm flowing down my throat as you climax. Show me you're a man. Can you do that for mommy? Can you come inside your mommy's mouth?" That was it. His balls tightened as he felt his semen move all the way along his erect penis. His mother knew it, and right in time she engulfed his sex with her mouth. She wrapped her lips around him so that nothing would escape her, and she took it all in, swallowing every last drop of her son's sperm. She could feel his hot fluid erupting from his sex and filling her mouth before flowing down her throat. When he was finished, she pulled away slowly. "You see? Just as I promised. Your sperm tastes so good, mommy doesn't want to waste any." She kept pumping him slowly but with enough strength to draw the last drops out of him. She licked the white spots clean as soon as they appeared at the tip of his penis. "Thank you, mom..." Josh was panting. "That was unbelievable. I can't believe how you turn me on. I feel like I'm a toy in your hands, and I love it. And what you say... Man, I could come just by listening to your words..." "I'm happy, Josh. I love you, what you're saying is the nicest thing you could tell me." Chapter 5 Two days passed. Josh was coming home from university. He walked upstairs to his bedroom and dropped his bag. He called for his mother to know if she was home, but heard no answer. He undressed, grabbed his towel and went to the bathroom. His shower finished, he wrapped the towel around his waist and walked back to his room. He opened the door only to find his mother waiting for him, completely naked. She grabbed him, pulled him against her and kissed him deeply before he could say a word. Holding him against her with one hand, she removed his towel with the other. She felt her son's penis caressing her inner thigh as it grew erect, until it made contact with her vulva. Deborah broke the kiss and said : "I'm ready, Josh. And if you are too, you can take me right now." She took her son's hand and pulled him towards the bed, where she let herself fall on her back, parting her legs at a wide angle. "I want you. Please make me come." Josh immediately noticed her sex was already wet. The sight of his beautiful mother welcoming him with her legs wide open short-circuited any thought he could have had. Full of desire, he practically ran to the bed. Placing his face inches from his mother's sex, he delicately parted her labia with his fingers. Deborah's clitoris popped out of its hood, fully erect. Josh looked at it for a moment, then extended his tongue to reach it. Deborah responded with a soft moan as her son's tongue made contact with the most intimate part of her anatomy. He kept licking her clitoris for a moment, until he couldn't wait anymore. He wanted to taste his mother. He grabbed Deborah's buttocks and pressed his face against her sex. He licked the whole length of her vulva, taking in her scent and tasting her juices. Pressing her harder against his face, he stiffened his tongue and pushed it inside his mother's vagina. Hearing her moan encouraged him to go deeper with every thrust. Josh felt overwhelmed as the taste of his mother's love juices filled his mouth. He could barely breathe with his nose brushing against her clitoris. But now wasn't the time to stop. He realized she was close when he felt her hand grab the hair on the back of his head. She was pulling him against her rhythmically, giving him the pace. She was breathing quicker and deeper. She arched her back, preparing for the devastating wave of pleasure. "Oh, Josh! You're making your mommy come! Don't stop!" Josh plunged his tongue one last time inside Deborah. He remained inside her as she climaxed, moving his tongue against the walls of her cavity. She squeezed him with every contraction of her vagina, as if she was trying to push him out, to which he reacted by pushing harder inside her, extending his tongue as much as he could. When her orgasm faded, he released his mother's buttocks and grabbed her breasts instead, moving up so he could suck her nipples. Soon, he grabbed his own sex and drove it towards Deborah's vagina. Full of desire, he brushed the tip of his penis against her clitoris. She had had just about a minute to recover from her orgasm, but her clitoris was becoming erect again. She said : "Now take me, Josh... It's your turn to come. I want to give you the best orgasm of your life." Josh obeyed and slowly penetrated his mother. He watched as his penis was engulfed in his mother's vagina, and smiled as the thought crossed his mind that somehow it was only natural for one to go back to where he came from. He began a very slow back and forth movement, enjoying every sensation. Deborah reached for the back of his head and pulled him closer so she could kiss him. She sensually wrapped her legs behind his back. They kept kissing as Josh felt his mother's legs pressing him inside her rhythmically faster and faster. He managed to place both of his arms behind Deborah's back and let his weight rest on his mother as he kept accelerating. She wrapped one arm behind his back, and as their pleasure grew they pressed themselves against each other harder and harder. "Come inside your mother, Josh... Give me all you've got!" Josh felt his balls tighten and could barely hold it anymore. "Mom... You turn me on so much when you talk like that! I'm going to come, I can't hold it anymore!" She was now using her free hand to caress the back of her son's head, the same way a mother would do to appease her child. "It's alright, son... You can let go... Release yourself inside me." He growled as he climaxed and shot his semen inside his mother. With one arm she held him tight against her, and with her free hand kept caressing the back of his head as she felt her son's hot semen erupting inside her, spurt after spurt. "Yes Josh, fill your mother with your sperm! This is good. Empty yourself inside mommy... Give me all you have." Josh pushed as deep as he could and felt his mother's vagina tightening around his twitching penis, squeezing him, drawing every last drop of sperm out of him. She let go of him when he released his grip and she knew he was done. Spent, Josh let himself fall to the side, pulling out of Deborah. When he moved out of her, she watched her son's semen flow out of her vagina, gliding along her inner thighs and buttocks before landing on the bed. "Thank you, son. I love you. I hope you enjoyed this as much as I did." "I love you too, mom. It was incredible. I felt so nice to be inside you... so warm and safe." Deborah pulled the quilt over her son's sweaty body and her own, and they both fell asleep, spent as they were. A Loving Mother Dave Gardner awoke to the sight of sunlight streaming through the thin gaps in his blinds. He rolled onto one side and checked the time on the clock sitting on his end table; it read 6:35am. 'Goddamnit' muttered Dave, annoyed that he'd woken up well before he needed to on a Saturday morning. He'd been sleeping poorly lately. At 18 years old it was expected of him to go to bed late and sleep in late, and while he had no problem with the former the latter was proving to be a trouble. Still groggy, but knowing that he wouldn't be getting any more sleep, Dave got up and headed out to the kitchen to get a cup of coffee. When he entered the room he saw his mom, Olivia, sitting at the dining table with a coffee of her own. At age 36 Olivia was doing pretty well in terms of appearance. She was 5 foot 4, and while she wasn't stick-figure skinny she took reasonable care of herself. Her body wasn't her best feature, however. She had a sweet, caring face and long black hair that flowed down the front and backs of her shoulders while she sat at the table, playing with her iPad and drinking her coffee. Her breasts, though, were nothing short of perfection. They were each just smaller than her head and, while they didn't sag much, they looked soft and squishy and when she walked they jiggled in a way that could bring a grown man to his knees. She was wearing a fluffy white nightgown with no bra, which was allowing them to hang freely and displayed a modest amount of cleavage, but still enough to make Dave's mouth water. Dave hated admitting to himself that he was massively attracted to his own mother. He had always had bad luck with girls when he was in school, and now that he was out of high school his mother was the only woman he saw on a regular basis. They lived in a small town, and Dave didn't have a job, so he spent most of his days either cooped up in his room playing video games, or doing work around the house. Dave's father had run off as soon as he was born, and while his mom was working and he wasn't he did his best to keep the house clean and do any other odd jobs that might be around. His mom was working hard to take care of him by herself, after all, and he didn't want to feel like a freeloader. 'Morning' Dave said as he grabbed a cup and poured himself a coffee from the pot sitting on the counter. 'Morning dear' his mom replied. 'You look tired. How did you sleep last night?' 'Horribly' Dave replied. 'It took me forever to fall asleep'. Truthfully, he'd spent a fair bit of that time masturbating in front of his computer, but his mom didn't need to know that. His mom frowned. 'Oh dear. Do you want to go see the doctor about it? I'm sure there's something they can prescribe you to help.' 'No, I'll be fine' Dave said. He was sure it was just nerves getting to him. He was waiting to hear back about his university application. He was applying for a scholarship at a prestigious university in the city, and while he'd done well in school he was still unsure if he'd get in. He didn't have any other plans for the future than studying to become a civil engineer, so getting into university was the most important thing in his life at the moment. 'Okay, if you say so' his mom replied, looking somewhat unsure. She drained her coffee, walked over to Dave and gave him a big hug. She came up to just under Dave's chin, and in the warm embrace of the hug he became very aware of her breasts pressing into his lower chest. Dave wrapped one arm around his mom's back and held his coffee with the other, enjoying the hug but also trying to keep his dick down at the same time. Unfortunately it was a long hug, and soon enough he could feel the midsection of it pushing against his mother's plump stomach as it rose. But either she didn't notice, or she did and didn't say anything, because she smiled up at him and broke the hug without saying a word. Olivia went over to the sink and started doing the dishes while Dave sat down at the table with his coffee, hoping the boner he'd developed during the hug would go down without leaving him sitting there with his coffee long enough that it became suspicious. However, fate had other things in mind that morning. As Olivia was leaving the kitchen area the rope on her nightgown snagged on the countertop, undoing the flimsy bow she'd tied and opening her nightgown, revealing her full, soft tits in all their luscious glory. Dave looked straight at his mother's bare chest, drinking in the spectacle. The skin of her breasts and bare stomach was paler than the rest of her, milky white compared to the light tan she had on her arms, legs and face. Her nipples poked out a quarter-inch from her chest, presumably a result of the air conditioner that was running, and her areolas were about an inch in diameter. Her tits jiggled hypnotically as Olivia rushed to make herself decent again, evidencing how soft and squishy they must be. Dave imagined himself burying his face in her perfect breasts, losing himself in the soft, warm embrace and teasing her hard nipples until she squealed with delight. As Olivia closed her gown and tied it up again Dave hastily looked away, hoping against hope that his mother hadn't seen him ogling her breasts, or that he was sporting a raging hard-on from them. When she was covered again she looked at Dave, blushed and apologized for what had happened. 'They're-that's-it's okay, mom' he stammered out, still reeling from the experience. 'Really, I don't mind'. 'I'll bet you don't' Olivia replied as she left the room, leaving Dave alone to figure out the meaning in what she'd said. She must have seen him looking. How could she not have? Dave was still sitting at the table when he heard the water start up in the shower down the hall. Figuring this was his only chance he stood from the table, hard-on still raging, and limped over to his room. Once inside Dave shut and locked the door, unbuttoned the fly on his boxer shorts and pulled out his almost painfully erect dick. It was normally about 9 inches long, a size Dave was pretty happy with, but right now he could've sworn he'd gained another half-inch just from how hard he was. He went over to his computer and pulled up his porn folder. He pulled up the subfolder labeled 'busty milfs' (no-one else ever used Dave's computer, so he didn't need to bother disguising his porn) and started jacking off to the pictures he'd saved. However, before long he had his eyes closed, picturing his mom's huge, perfect tits as he ran both hands up and down his cock. He made a mental note to feel guilty about it later, but for now the image was burned into his mind and he was too horny to care. He came quickly, and powerfully, shooting cum all over his computer monitor for what felt like a minute. While he was cleaning up the mess Olivia knocked on his door and announced that she was leaving for work. Dave yelled goodbye through the door, not wanting his mom to see or smell the mess he'd made, and after he'd finished cleaning and heard her car leave he started his own shower. Once he'd cleaned himself and calmed down Dave got dressed in jeans and a t-shirt and started on the housework. Later that evening, after Olivia had gotten home from work and they'd eaten dinner (Dave took his to his room, still feeling awkward after what had happened that morning) Dave was idly browsing on his computer when he heard a beeping noise from his email inbox, indicating that he had a new email. He opened the email tab and saw that it had come from the university he was applying to. Dave only needed to read the subject line to know his fate, however. The big, bolded letters read 'Dave Gardner: Application Rejected.' Dave's heart sank in his chest, lower than he thought possible. He opened the email and read it anyway, but it only confirmed what the subject line had told him. Dave was distraught. He didn't really have a plan B; becoming and engineer was the only goal he had. He didn't have a job or any savings either, so it's not like he could pay his own way into the program. Now he didn't know what he would do. Sullen, Dave got up from his computer and went to tell his mom what had happened. He found her in the living room, laying on the lounge watching her favourite soap opera with an empty wine glass on the table in front of her. She was wearing a nightgown, but it was different from the one she'd worn that morning. This one was made of a thinner material, and stopped halfway above her knees. It displayed a bit more cleavage than the other one, and Dave could see her nipples poking through the thin fabric at the front, which momentarily distracted him from his woe. Olivia noticed Dave standing in the corner of the room. 'What wrong dear? You look upset' she asked him, beckoning him closer as she did. 'I- I got a reply from the university. They said I didn't get the scholarship' Dave replied as he sat down on the lounge next to his mom. 'Oh, I'm sorry dear. I know how much you wanted it' Olivia said as she reached over and hugged him. Dave felt her breast pressing into his arm, warm and soft, her nipple poking into his bicep ever so slightly. 'Just remember that you tried your best, so there's nothing else you could have done'. 'I know that. It's just that...' Dave trailed off, not knowing how to finish the sentence. 'Oh, my poor baby' Olivia replied, hugging him tighter. 'Do you want a glass of wine? That might help you to feel better.' Dave nodded his approval, and Olivia got up with her empty glass to get them both some wine. Dave was nursing a semi in his jeans from the feel of his mom's tits pressed against him, but his disappointment at not getting the scholarship was overriding most of the sexy thoughts he would've normally been having at that point. Olivia came back from the kitchen and handed Dave a glass of red wine. Dave wasn't a huge fan of wine, but he still downed the entire glass in two big gulps before Olivia had even sat down with hers. It was sour, but strong, and he felt a pleasant warmth in his chest as the alcohol started to take effect. 'You might want to slow down, deary' Olivia said as she took the empty glass from him. 'You're going to regret it in the morning if you have too much.' 'I know' Dave replied. 'I just... I just can't believe I didn't get in'. Olivia put her glass down on the table and turned to face Dave. 'David, look at me' she said, using his full first name to signal how serious she was. 'I don't want you to worry to about that. You're a very smart, hardworking boy, and you'll find a way to get where you want to go. This isn't the end of the world. I know you're sad now, but everything will be different tomorrow. Trust me' Dave smiled meekly after his mom was done talking, feeling a bit reassured by her pep talk. 'Thanks mom' he said. 'But now I'm going to have to keep living here until I can find something else. And I hate living here when you're paying for everything. I feel like I'm burdening you. Dave looked away shyly when he'd finished talking, but Olivia grabbed his face and turned it back towards hers. 'Deary, don't EVER think that you're a burden. I don't know how I could have managed all these years if you hadn't been around. Truthfully, I don't know how I'm going to cope when you're gone'. Olivia let go of Dave's face, still staring into his eyes with loving, motherly affection. Dave was touched immensely by her kind words and, to his surprise, started to tear up a bit. He couldn't remember the last time he'd cried over anything, but now his emotions were spilling forward. Olivia reached over and hugged him, stroking his back calmly while he cried into her shoulder. Dave felt embarrassed at being coddled by his mother considering that he was an adult man now, but he couldn't deny that he felt a lot better. Dave became uncomfortable pressing his face into the bones of his mom's shoulder, so he turned his head to the side and positioned himself above her chest. However, his head slid down a bit more than he'd intended, and he was now had is face buried in his mother's tits, his nose poking into the cleavage between her rich, soft breasts. Dave didn't know what to do. His mom hadn't reacted, but he wasn't sure if she was being weirded out by having her sons face pressed into her chest. He was about to sit up and apologize when she started to softly toy with his hair. Dave took this as an okay signal, and continued to enjoy the dark, soft warmth of his mother's large, beautiful breasts. After a few minutes or so had passed Dave felt his mom start to shift around a bit. He thought she might be getting uncomfortable, so he sat back up again, noting the red splotches where his face had been rubbing against the top of her chest. 'Sorry about that' Dave said. 'Don't be' Olivia replied. 'That's what moms are for. Do you want a refill?' she asked, gesturing to his empty wine glass. 'Yes please' Dave responded. He would have offered to get the wine himself, but he became aware of his erection snaking down his jeans and decided against it. Olivia returned with two full glasses and sat back down next to Dave. The wrapped their arms around each other's shoulders as Olivia rested her head on Dave's. Dave drank his wine slower this time, but it was still quite strong, and by the time he'd finished the glass he was reasonably drunk. 'So mom,' Dave began. 'Why don't you date any guys?' 'I don't know. Why don't you date any girls?' 'Because it's hard to meet girls when I spend all day here and have no money to go out. Besides, none of the other girls in this town could possibly be as nice as you.' 'Aw, thank you dear' Olivia said as she turned her head towards him and pecked him on the cheek. 'I can give you money to go out, if you want. You're so young and handsome; you'll be the hottest catch out there.' She said, slurring her words only slightly. The wine seemed to be taking its toll on her too, but then she'd had one more glass than him. Dave couldn't help but smile at her compliment. 'Thanks, but you still haven't answered my question. Why don't you go on dates sometimes?' 'Well, I don't know if you remember, but when you were little I would let guys take me out to dinner every now and then, when I could find a babysitter for you. It's just that...' 'It's just that what? 'It's just that they were only ever interested in my tits' Olivia said, her bold use of the word 'tits' surprising Dave. 'Once they got me in bed a few times they would lose interest, and what I really wanted was someone who could be a father for you.' 'Okay, she's definitely pretty drunk' Dave thought to himself. 'Well, they were all pretty stupid guys then' he said, trying to prevent an awkward silence from cropping up. 'I suppose you're right, but then I do have pretty great tits, don't you think?' Olivia said, smiling up at Dave. Dave had no idea how to reply to that, he just stared at his mom with his jaw hanging open, trying to stammer out an answer that would insult her or sound pervy. 'I'm only teasing you sweetie' Olivia continued, breaking the silence. 'But I saw you staring at me this morning when my robe came undone. You seemed to be enjoying them then' She said as she started rubbing the bulge created by her son's dick pressing against his left thigh in his jeans, harder now than it had ever been. Dave raised his arm from where it had been hanging at his mom's side and started rubbing her breast gently through the thin fabric of her gown while she rubbed his dick. Her breath became heavier as Dave's movements became bolder, and before long he had his hand down her gown and was openly palming her right breast, taking her hard nipple between his thumb and forefinger and gently squeezing it every so often. After a few minutes of this, without warning, Olivia stood up from the couch. Dave was worried that he'd done something that made her want to stop and leave, but instead she got down on her knees in front of him and started undoing the front of his jeans. 'I know I'm going to regret this tomorrow' she said as the reached into Dave's pants and pulled out his hard, throbbing cock. His mom's eyes bulged as she surveyed the nine-inch length of his dick, drinking in the sight of the thick, rigid shaft and flared purple head. By now Dave had completely forgotten about the scholarship. He was firmly fixed in the present as his mom started running the tip of her tongue up the length of his dick, stopping at the tip to lick around a few times before running it back down again. Dave was in absolute heaven. His own busty, beautiful mom, the hottest woman he knew, was expertly tonguing his dick (she was actually a bit clumsy because of the alcohol, but Dave didn't know the difference anyway). Olivia took the head into her mouth and started sucking down the length. She took her time, moaning around his shaft as she took it further and further into her mouth. This was Dave's first blowjob, and it didn't take him long to start shooting his load straight into his mother's mouth. She swallowed with glee, eagerly tonguing the tip of Dave's dick as he shot more and more cum into her mouth. Once Dave was well and truly spent he looked down at his mom, staring over his softening dick to see a look of concern on her face. 'I- I'm sorry dear. I got carried away and I don't... I don't know why I did that.' Dave wanted to reassure her, so he just said exactly what was on his mind. 'Mom, that was the hottest thing that has ever happened to me. You're the most beautiful and caring woman I know. So don't feel guilty, you were only trying to make me feel better. That's what moms are for, right?' The way his mom kept staring off into space had Dave worried that his message hadn't gotten though. Olivia stood up, looked at Dave (whose soft dick was still hanging out of his pants), went to her room and shut the door without saying goodnight. Dave stood, stumbled to his room, got undressed and hit the bed, the effects of the blowjob and alcohol overriding his concern and knocking him out instantly. Dave woke the next morning to find that his head was throbbing, his mouth was dry and he was sweating profusely. It was the middle of summer and a freak heat wave had rolled into town overnight. Dave had no air conditioner in his room, and when he fell asleep last night he hadn't opened his window or turned on the ceiling fan, so his room was ridiculously hot and stuffy. Dave thought back to the previous night and realized that things were still unresolved between him and his mom. He could hear her in the kitchen, presumably making her morning coffee, but that didn't mean much. Dave rolled out of bed, put on a pair of boxer shorts and stepped out into the hallway. He had expected the air to be cooler out here as he went to wash his face in the bathroom, because Olivia would have started the air conditioner when she got up. Then he realized that neither of them had turned it off last night, and it had probably burned out from running all night. After he washed his faced and rinsed his mouth out Dave made for the kitchen, heart pounding as he contemplated what his mom's reaction to last night might be. Would she forget the whole thing? Would she want to do more? Would she cry and call him a pervert and kick him out? The last one seemed unlikely, but he couldn't help but worry. As he stepped into the kitchen and saw her it became very apparent what she wanted to do. Olivia was leaning against the countertop facing Dave, drinking her coffee in nothing but a pair of black panties. Her breasts looked just as soft and beautiful as they did yesterday, but now that she was showing them to him deliberately the situation was twice as sexy. Olivia noticed Dave staring at her and smiled sweetly over the rim of her coffee cup. 'Morning dear' she said. 'Sorry to surprise you like this, but it's just too hot to wear anything else. I figured you wouldn't mind seeing them again after last night'. A Loving Mother Olivia went on to say something about the air conditioner, but Dave couldn't hear her over the immense relief he was feeling and the infinite number of fantasies involving him and his sexy, mostly-naked mom. He was eventually able to tear his eyes away from her tits to gaze at her midriff which had just the right amount of weight to it to not make her skinny, but not fat by any means (you need a bit of weight to get natural tits that big, anyway). Her thighs were the same, no gap but still smooth and lovely looking. Her panties were just a bit see-through at the top, revealing that her pussy had been shaved smooth (had she done that for him?). While Dave was engrossed in his mother's body she walked up to him and kissed him lightly on the lips to get his attention back. 'Listen,' she started. 'I'm sorry I ran off like that last night. You were right; I was trying to make you feel better about not getting your scholarship. But that was the hottest thing that's happened to me in years. Most guys only love me for my tits, even your dad. But I know that you love me for me, which makes you the hottest guy I know. I ran off because I was scared that you were only going along with it because we were drunk. But I can see now that I shouldn't have worried.' She added emphasis to the last sentence by grabbing Dave's cock, which was pointing proudly upwards towards her chest, and rubbing it through his shorts. 'So, what to you say we pick up where we left off?' Dave didn't say a word; he just bent down and kissed his beautiful mother. Not in the way a son kisses his mother, in a much different way to that. While they swirled their tongues together Dave started fiercely palming his mother's huge tits, grabbing the biggest handfuls he could and massaging them with vigour. Dave pushed his mother over to the countertop where she had been and lifted her up so that she was seated on it. Then he broke the kiss and started sucking on her nipples, biting one gently while pinching the other, switching once every half a minute or so. Olivia was already moaning with lust. Her breasts had always been sensitive in spite of their huge size, but just knowing that it was her own son playing with them brought her to entirely new levels of pleasure. She was holding onto her son's shoulders while receiving the hottest fore-play she'd ever had, and she loved every minute of it. Dave slipped his hand into his mother's panties and began rubbing her wet slit while he was still tonguing and palming her tits. He slipped one finger inside her, followed by another, and started exploring her pussy, feeling the wetness and imagining what it would feel like to bury his cock inside of it. Before long Olivia was crying out in the best orgasm she'd had in years, her son's chest-mauling and finger-fucking overwhelming her and causing her to spray pussy juice into her panties, which quickly soaked through and started leaking onto the countertop. Dave slowed down while his mother was panting in the afterglow of her earth-shattering orgasm. Once Olivia had caught her breath she slid off the countertop, grabbed Dave by the hand and led him to her bedroom. She pushed him onto her bed and told him to wait there, while she opened the bottom drawer on her nightstand and pulled out a bottle of lube. 'Now it's your turn, Davey' she said with a smile so sexy that Dave nearly creamed himself right there. Before she got started with the lube, however, Olivia peeled off her panties and tossed them at Dave. They were damp with her cum, assaulting his nose with a strong, delicious smell. He breathed deeply and savoured the incestual odour. Olivia opened Dave's fly and pulled out his long, impossibly hard cock. 'I can't believe my own son has the biggest cock of my life, and he's been holding it back from me all these years' she teased as she opened the lid in the lube container and squirted a generous serving onto the tip of his cock. Dave flinched at how cold it was, but then relaxed as soon as his mom started running her hands up and down his length. Watching his beautiful naked mother jerking him off nearly had him coming, but Olivia sensed this and let go of him just in time to bring him to the edge, but not let him go over. 'Not just yet, big boy. We haven't even gotten to the really fun part yet'. Olivia teased him while she rubbed the excess lube around the inner edge of her tits. Dave realized what she was going to do to him before she started. Olivia knelt down at the edge of the bed and encased Dave's cock between her tits. The softness was almost enough to drive him right over the edge, but he managed to grit his teeth and hold back while his mom started massaging her breasts around his cock, creating an immensely pleasurable feeling for both of them. Olivia started rubbing her tits up and down the length of her son's cock. For the most part her massive, soft tits completely covered it, but on the down strokes the head poked out between them. She got into a rhythm of licking at it each time it poked out, the very sight of which brought Dave to a powerful climax. He came on a down stroke, splattering her face with his first rope of cum. Olivia reacted quickly by locking her lips around his head, sucking the cum out while still massaging the base of his cock with her tits. Dave was gasping for air from the enormity of his orgasm, and fell backwards to lay flat on the bed in the aftermath. Olivia, still with strands of her son's cum hanging off her face like sticky stalactites, crawled on top of her son and kissed him deeply. Dave could taste his own cum in her mouth, adding a level of depravity that brought his cock surging back to life in spite of him having cum only seconds earlier. Dave felt his cock brush against his mother's sopping cunt as it lengthened out again, causing her to squeal in surprise. She shifted downwards and ran her pussy along the length of his cock, pressing her immense tits into his chest and stomach as she did so. 'Mmm, I can't wait to have that huge cock inside me' Olivia moaned, teasing Dave into yet another level of hardness. 'Are you ready baby?' She asked, to which Dave meekly nodded in approval. Olivia sat backwards onto Dave's cock, taking well over half the length of her son's cock in one push. 'Oh my god!' they both cried out in unison, each experiencing a pleasure neither had felt before. Dave watched as his own mom started bouncing up and down on his cock. This was his first pussy ever (in more ways than one) and so far the experience was everything it had been hyped up to be. After a bit of work Olivia bottomed out on her son's cock, and started gyrating her hips around it. She was in danger of biting clean through her cum-soaked bottom lip, and she climaxed quickly when her son sat up and started playing with the immense soft tits dangling in front of him. They fucked like this for a while (Dave didn't know how long, but his mom came twice more in that time) before Dave flipped his mom over onto her back and started thrusting in and out of her himself. With each thrust he buried himself just that extra bit deeper into his mom's wet, wonderful pussy, watching as she came again and again, going delirious with pleasure. Eventually Dave reached the end of his rope, feeling his orgasm building up to immense proportions. 'I'm gonna cum, mom!' he yelled, unsure whether he should pull out but thrusting harder nonetheless. 'Cum in me baby! Oh! Ah! AH!' His mother yelled back, her orgasm causing her cunt to clench down on Dave's cock and bring him surging to his peak. 'AAAHHHH!' Dave yelled cum rocketed from the tip of his cock, firing shot after shot into his own mother's wanting pussy. Olivia came again immediately as soon as she felt it, and the humped and gyrated together while Dave pumped her full of his youthful cum. After what felt like minutes Dave's cock finally gave in, dribbling out the last dregs of his cum while his mother's pussy massaged his tiring cock. Dave collapsed to the side of his mother, both gasping for air. They turned their heads to face each other, kissing deeply when their eyes met. This time yesterday Dave had been a ball of nerves, constantly worrying over his scholarship, his job prospects and his future. Now, as he lay next to his mom in post orgasmic bliss, none of that mattered. The only future that mattered to him was the one he would be spending with his amazing, beautiful, loving mother.