3 comments/ 179958 views/ 30 favorites Mother's Hard Choice By: Mikelh Madeline. It's about Madeline as much as it's about my mother or me. Mod-len. That's how she pronounced it. She would make me say it over and over. Madeline was our neighbor and my mother's friend for as long as I could remember. My mother was the only one allowed to call her Len or Lennie. Madeline was the mother of Sharon who was six months older than I. Madeline and Sharon lived four doors down; they were there before Paul came to live with my mother, and after he left. They were there when I was unexpectedly born in that house three weeks before my mother was due. My mother always tells how Madeline helped keep her and me alive until the doctor came. When I was fourteen Madeline and mom went into business together as travel and convention consultants for corporations. Once the business was off the ground, they traveled quite a bit leaving Sharon and me together for as much as a week at a time. We spent all that time together which many times leads to 'things' but in our case we only became good friends. Besides my mom she was about the only person I ever spoke to seriously. I felt comfortable enough with Sharon to tell her of the feelings I was developing for my mother, feelings that had developed slowly over time and circumstances. Mom and I lived in an old house that had only one full bathroom and the door was never locked. We'd knock and if one of us was in the shower and the other needed something, it was always, "come in..." The glass shower doors distorted things enough for privacy but not enough to prevent ideas. I'd seen the shape, the curves, the dark and the light. I didn't think much of it until I got older...then I thought about it all the time. When I thought of her as 'Carol' I could imagine she wasn't my mother...just a girl a bit older that I might look longingly at... a woman I might one day kiss, or more. After a while I dispensed with the subterfuge. I couldn't kid me; she was my mother and I wanted her. The summer I went to a camp where I worked part of the time was a pivotal time in my life. For weeks I was away from mom. I remember the dress she wore the first weekend I went back home. It was knit and it showed off her terrific body. It was the first time I was overt with her. I said, "Mom, you look so hot in that dress; can I take your picture?" She said, "Of course, honey." I got the camera and she sat on the couch sideways with her legs one behind the other. I was excited enough to say, "Mom...could you pose...you know...sexy?" she smiled and hiked the dress up higher onto her thighs and pulled the top to reveal more cleavage. She gave me a wink and said, "Don't show this to all the boys now...this is only for you." I said of course but I did show it to one of the boys telling him it was my aunt. I made up all kinds of stories for his and my amusement about how she posed for me and let me touch her. Mostly I kept it in my wallet and looked at it to feed the fantasies about my mother that made me come. It was a few years after that when I finally spoke openly to Sharon and told her about my sexual feelings for my mother. Her response was accepting and caring as always, but still disconcerting. She looked at me confused and said, "Well Billy I guess you can't help the way you feel...I mean I know that your mom goes out with men sometimes but I always thought that she and my mom...you know..." I looked at her like she was nuts. Know...know what? Her mother and my mother...what the hell was she talking about? Sharon saw that the thought had never crossed my mind and she said, "Look Billy I don't know anything for sure... maybe it's just my imagination..." "Why would you say it then?" I asked. "Well, the way they are with each other...you know, the way they look at each other and...oh it doesn't matter...it is whatever it is." It mattered. I couldn't stop thinking about it. Obviously, Sharon was a lot more perceptive than I was because it wasn't long after that talk that everything left the realm of speculation. I had only moved out of the house three months before the world turned upside down. My first job was a long drive from the old house and I was struggling too much with my sexual feelings towards my mother to remain in such close proximity to her. That didn't stop me from dropping in unannounced that day. After using my key, and before I knew what was happening or even what I was seeing, I heard Madeline's voice. "Don't you knock...don't you call?" I stood there looking at a woman bent over the small table that usually had pictures on it. She was tied and her ass was exposed. All I could say when my startle reflex passed was, "Mm...mom?" My mother turned her head, not able to see me completely. "Oh God...Billy" Madeline said to me, "We'll you're here...you might as well come in...this has more to do with you than you might think Billy-boy." She called me that often...probably because she knew I didn't like it. So even though the first time I saw my mother in a sexual position wasn't the first time I'd seen her naked, it certainly was the first time I'd seen her tied and bent over a table. Her ass looked showcased because her navy blue skirt was down to her thighs yet held up by her spread legs and her matching top was still on. Her creamy skin almost glowed between the dark materials. Madeline said, "You know we've had lots of talks, your mom and me...lots...about you...and lots of things." I didn't know what the hell she was talking about but I couldn't keep my eyes from the sight of my mother's naked flesh. Madeline was holding a short riding crop. She touched it to my mother's ass and said, "Like what you see Billy-boy?" I didn't answer her but I said, "Are you okay mom?" "I'm okay honey." Her voice was softer than usual. Madeline gave her a quick snap with the crop across both globes and said "Shut up." My mother's "ohhh..." elicited an unsympathetic response. I yelled "Hey!" and started walking toward them and said, "I'll untie you mom." Madeline stepped between us and said, "Don't." I guess I started to understand when my mother quietly added, "No baby, don't." "I thought I told you to shut up." Madeline said as she gave my mother another swat with the crop. I watched with hardening fascination as Madeline spread my mother's cheeks with the fingers of one hand and inserted a finger of the other into the small opening. When my mother moaned and said "Billy..." Madeline bent over and bit her fleshy bottom. This brought a louder cry from my mother. Madeline raised her voice with each word as she said, "Speak when you're spoken to." She then raised the crop and delivered a snap with her wrist on the flesh that now had pink accents. This of course made my mother yell louder, which of course was what Madeline wanted, which of course led Madeline to strike her again...which of course was exactly what my mother wanted. It was a side of my mother I'd only seen hints of. I wasn't sure what I even felt about it. As she stood exposed and vulnerable, I wanted to protect her...and I wanted to fuck her. The choice was made by Madeline; she turned to me and said, "Come here you drooling dog. You want to fuck your own mother don't you...you want to be a real mother-fucker don't you?" I was amused by Madeline and stimulated by my mother so I played along. "Yes ma'am I do." "The bitch told me you had a good-looking cock...take it out." I unzipped and fought to get the hardened meat out of my pants. When I let go, it was fully erect. Madeline laughed, "Well I guess we know what you think about this whole thing don't we Billy-boy?" She looked at my cock for a moment and then said, "The bitch was right; it is a nice cock...if cocks are your thing. I know the bitch likes them, so give her a taste Billy-boy." I walked around the table and put my cock inches from my mother's mouth. She turned towards Madeline and said, "Please don't make me do this...he's my son...don't make me suck his cock...please Madeline...I'm begging you." It wasn't until later that I found out about 'safe words' and understood that my mother could have stopped it all at any time. All I knew then was that my mother's beautiful mouth was right near my cock and the thought that she might suck me fogged me over. Madeline slapped her across the ass and said, "Say 'ahhh' bitch." My mother opened her mouth and closed her eyes. She sucked me, then she sucked me and moaned, and then she sucked me and wriggled all over the table. I wasn't thinking at the time or I would have realized that she wasn't sucking like a woman being forced to suck her son's cock, she was sucking like a mother that wanted nothing but more of her son's cock in her mouth. It was surreal. My cock was actually in my mother's mouth and the voice in my head kept asking me if I was dreaming or fantasizing. I wasn't; those were her lips around my cock and that was her tongue massaging my shaft. Madeline was watching and the sound of her voice betrayed her excitement even though her words tried to hide it. My mother was sucking frantically and Madeline could tell that I was close to coming when she said, "Hold on Billy-boy, there's a pussy waiting for you." I pulled out of mom's mouth and went behind her. I touched her ass and then put my hand between her legs and investigated her pussy for while because I knew that if I started fucking her, I would come too soon. I didn't want to come too soon because I wanted to come so badly. Nothing could feel as excruciatingly good as knowing that I would come...soon...in my mother's pussy. Out of the heated fog I heard Madeline's voice, "She's waiting Billy... your momma's waiting for her mother-fucker..." "Oh God no..." mom said. "...not inside me...don't let him put his big cock in my pussy...don't let him fuck me..." Before she finished the sentence, I had penetrated the soft opening into my mother's forbidden recesses. It was wet and slippery and she was ready. I could feel the hold she had on my cock as I entered deeper and deeper with each velvet stroke. It took a moment before the reality of where I was and what I was doing caught up with the maelstrom of my thoughts. I was inside my mother's pussy. Sometimes the idea of a thing is more than the thing itself. Not that time. I couldn't even compare the feeling of being in her pussy to anybody else's. Sure the excitement that it was my mother added to it, but the sensation of her pussy wrapped around my cock was wondrous. I gave my mother my whole cock and she said, "Yes...God yes..." Each word was long, drawn out, and filled with a breathy thickness. Her head was thrown back and I caressed her neck and then slid my hand over her clothed breast. I could feel the fullness and wanted the feel of her naked skin. I reached under her top and pushed the bra up. Her tit filled my hand and her back arched as I fondled the smooth satiny flesh. Her nipple felt long and rubbery between my fingers and I rolled it to the sounds of her responses. All the while, I never stopped pushing my cock as deep as it would get into my mother's pussy. Madeline's demeanor changed and she leaned her face towards my mother. "Do you like that sweetheart?" "Yes Lennie...yes." "Does it feel good to have him in your pussy baby?" "Yes...yes." "Say 'Thank you' to your Lennie." "Thank you Lennie...thank you...thank you." As I continued stroking along the velvet lining of my mother's pussy, Madeline and my mother kissed...deep, full, practiced kisses. I wanted to be the one kissing my mother as I fucked her. I close my eyes and let her pussy consume me...it swallowed my cock and my mind as I filled my mother's center with my hard meat. Each penetration made the sound of water lapping on stones. The stimulation was just too much...the sounds she made, the fragrance of her hot pussy, my cock inside it...stroking, grinding, pushing until I was up against her ass...my head and my cock exploded. Thick cum poured from me into her. I released three or four volleys that almost stood me upright as my mother's pussy filled with my cum. I held her ass as I rapidly drove in and out of her. Her mouth was still on Madeline's mouth as the muffled moan announced her own orgasm. I stoked her long after the last drop of cum left me. I had fucked my mother and as I stood there out of breath, I didn't know what to do. Madeline nodded her head toward the door and as I left, I saw her soothing and kissing her exhausted subject as she untied her. I went home and was too revved to do anything but pace. I went out and walked myself to exhaustion. I needed to know what was going on with my mother...what she thought about what happened...what she wanted to happen...or not happen. I called a few hours later and when she said hello I could hardly get my throat to open enough to say, "Mom...are you okay?" "Yes dear, I'm Okay...are you?" Of course I said I was but in reality, confusion reigned. Unbelievably, we talked about nothing for five minutes; neither of us acknowledged that a few hours before I had been having sex with her. Finally I said, "Would it be okay if I came over tomorrow after work...I mean so we could talk...alone...I mean...Madeline won't be there will she?" "No honey...you come over and we'll talk." The next day as I drove to the house I flipped through a fantasy I'd often had about my mother. I 'break in' to the house, masked. She's frozen and I whisper all my orders to her so she can't recognize my voice. I force her up to the attic. I take all her clothes off and then tie her to a chair with ropes above and below her tits so they stand out even more than they usually do. The dialogue played out in my head. She's pleading, almost trancelike, "Please don't do this..." As I massage her tits and pull on her nipples I tell her, "It doesn't matter what you do...or what you say...I'm going to fuck you." She shakes her head and says "NO...NO...no...no..." I use my full voice and say, "Nobody can hear you mom...I'm going to fuck you." I take off the mask and she sees it's me. She's shocked and says, "Billy...what are you doing...you can't...I'm your mother." I say, "I know who you are...and you should know something too...before I'm done with you, you're going to have my cum in your pussy, and in your mouth, and in your ass." Her tits look enormous as I move in on her, my fully engorged cock is by her lips. I stretch her nipples that are pinched between my fingers and she responds by swallowing as much of my cock as she can. By the time I got to the house, my fantasy had taken me into every hole my mother has. I was as sexually charged as I could remember but when faced with the reality of my mother standing before me at the door, I didn't really know what to expect or say or do. Anything seemed better than the limbo I was in. I usually kissed my mother on the cheek when I saw her, so I did. She leaned to accept it as usual. She took my hand and led me to the couch where we sat. She kept my hand in hers which was not usual. "Honey, I'm sure yesterday was as crazy a day as either of us have experienced but I want you to know...well first, I love you and I'm always going to love you..." "Mom, I love you too...but you can't imagine...I've wanted to make love to you for so long...you don't know..." "I know honey...I've seen it in you...I'm your mother and I could tell...and I've thought about for a few years too baby..." I interrupted and started apologizing, "But mom...I shouldn't have forced you..." "No baby...no..." She stopped me. "You didn't force me to do anything...it was what I wanted...couldn't you tell? It was wonderful for me...having you and Len...it was..." She saw that the mention of Madeline changed the expression on my face. She put her hand on my cheek and smiled. "I love you baby...you know that don't you?" She gave me a full kiss and I gave it back. We embraced and our tongues played. She put her hand in my crotch and my already hard cock got harder. I cupped my mother's breast and she moaned gently. She said, "I thought we were going to talk...but this is nice." We kissed for a long time while I was deciding how to do it. Did she want me to throw her down and fuck her or what? The kissing had made me mellow but I figured I should take charge so I said in as authoritative a voice as I could muster, "Take your clothes off." The way I said it sounded forced and stupid even to me, so it wasn't surprising that mom gave me a look as if I was crazy. Then it dawned on her what I was thinking and she gave a little laugh. "Oh honey...last night was...well it's just something we do once in a while...you don't have to act like...anything...just kiss me some more...love me some more...with your hands and with your lips and with that lovely cock that was inside me last night." She led me to her bedroom and didn't take her eyes from mine as she discarded one piece of clothing after the other. I fought to hold her gaze because I wanted so much to look at the breasts that looked enormous out of the corner of my eye and the sweet trimmed pussy she was exposing for her son. When my mother was nude, she started undressing me. As she did, I feasted my eyes on all of her as she moved and bent and swayed. As soon as she had all my clothes off she said, "I want to do something I've never done...because I want to do it with you." My mother went down on me. My cock was in her mouth and I wasn't sure what she had meant because she had sucked me just hours before...and I couldn't have been the first. I let it go and just went with what was going on. She was on her knees...one hand cupped and massaged my balls...one hand was on my belly...and she was sucking...and licking...and mouthing me with long deep strokes. I felt myself actually going down her throat as she took almost all of my stiff meat into her mouth. I couldn't take it for long; she was relentless. I had accelerated in a steep upgrade and she wasn't going to stop. I wanted her to know I was going to come and I didn't know if I should pull out of her mouth. What I did know was that the last thing I wanted to do was pull out of her warm sucking mouth. In the end it didn't matter what I thought or did. As I yelled "Mom...I'm coming...," the first shot of cum fired off. She didn't pull back and almost involuntarily I held her head and started fucking her mouth as I came. My mother sucked and swallowed as fast I let go. I could feel my orgasm on every inch of my skin. Each release that I thought would be my last - wasn't. I imagined the cum just pouring into her mouth and down her throat as my hips bucked with each spasm. Finally I had to sit and when I did, she licked into the hole and then she sucked off whatever coating still remained on my cock. She looked up at me and I said, "Oh mom...that was the most incredible...most..." I couldn't finish the sentence and she said, "I'm so glad baby...that was the first time for me...the first time I ever swallowed a man's cum...my baby's cum..." She kissed up and down my cock while holding it in her hand and I could feel the stirrings." It usually took me at least fifteen minutes to recover but it seemed like only five before I was ready and aching to take her again. I guided her back on the bed and spread her legs. I licked at her moist pussy for a while but I was too anxious to be inside her to stay even though her moans were encouraging me to. I entered my mother's pussy and she felt so fucking good. It felt like her body was made for me...a mother with a perfectly sized opening to be filled and completed by every inch of her son's cock. It was perfect. My cock was being milked by my mother's pussy. Her heels were digging into my calves and I was inside her...her big tits in my chest...we were both loving it...and I wanted more. Mother's Hard Choice I didn't even know what more I wanted until I started talking, while my cock slid in and out of her receptive pussy. "Mom this is so good isn't it?" She responded with positive noises. "This is all we need isn't it mom...just my cock and your pussy...we don't need anyone else...just you and me..." Then I said it. "You don't need Madeline anymore do you mom...do you?" She stiffened. She stopped. She urged me off her. "Oh Billy...no...this was a mistake...Madeline and I...oh fuck..." I tried to mollify her and then I tried to make light of it. I wanted to be back inside her. It wasn't going to happen. "This is my fault..." She said, "I'm sorry honey...I thought you understood..." She was distressed. She gave me a quick kiss and a half smile before starting to get dressed. "This is who I am sweetheart...I just can't tear everything...and everyone, apart." She was right, I didn't understand. During the next few days we spoke and I started making all the right noises. I thought that if I ever wanted to have her again, she would have to believe that I would accept the fact that she would always be Madeline's lover too. It worked. Something kept telling me that once my mother and I had been lovers for a while I could get her to forget about Madeline. It took me a few weeks to convince mom that I understood the situation and that it was fine with me. The truth of the matter was that I couldn't even look at Madeline without it causing an unease in me that would last for hours. There had always been something about her that set me off. It also didn't help that when I imagined them together I found it exciting. I guess I didn't want my mother to find it as exciting as being with me. On the night my mother invited me back to her bed, she had been feeling lonely and Madeline had been away for a few days and had only called her once. We shared a bottle of wine at dinner and I was doing everything I could not to pressure her or come on too strong. It was almost funny because I acted as if we were on a high school date. I complimented her and as we sat and talked I put my arm around her. It wasn't really much of a seduction because I guess we were both ready. I stuck my nose in her neck and told her how lovely she smelled. When I began placing soft kisses up and down her throat, she lifted my face and we kissed. I said, "Mom I..." before I could finish she interrupted me. "Honey, let's not talk." I didn't say another word for the next hour. The best reason was that my mouth was full of her for most of the time. I suckled at her breasts and she seemed to enjoy it so I stayed fastened to each big nipple for a long while. When my mouth reached her pussy she seemed to enjoy it even more so I stroked her clit with my tongue until she came and I stayed on her until I felt her get stimulated again. I ate her more forcefully the second time and massaged her pink pucker with my thumb. I drew the nub into my mouth again and again and felt it engorge. Each time her hips involuntarily raised, I stopped. After a moment my mouth returned to it's ministrations on my mother's clit and pussy. My thumb was inside her ass when she started pulling my hair with both of her hands. She came hard and loud. I didn't give her much time to recover before I guided my stiff rod between her splayed legs. When I entered her, there were quiet undulations that seemed to go on and on. It wasn't that I wasn't excited to be inside my mother's pussy again, it was just that I was somehow at peace. I wanted to move slowly and feel each insertion to its fullest, and mom seemed to be at the same physical and emotional plane that I was. We kissed almost the whole way through. Our orgasms were only a moment apart with hers triggering mine. Her hand cupped me and the first words were hers. "Mmm...that was so nice Billy...making love to me that way made me feel like we were the only two people in the world." I made an assenting noise and leaned to kiss her cheek. I wasn't sure if she was telling me something or it was just the feelings of the moment. I didn't push it. She never stopped massaging between my legs and I could feel the stirrings. She turned so that we were both on our sides and while she put small kisses on and around my lips I took as much of both globes of her ass as I could fit into one hand. A finger found the small hole and pushed in. Mom squirmed and began breathing harder through her nose. I hardened quickly. I slid my leg over her and she went on her belly. My balls and cock rubbed on her ass as I moved over it while on my knees. We were both breathing harder than before. Mom held the slatted headboard with both hands and I felt the pressure of her legs opening against mine. She raised her ass as I rubbed on her. I opened her cheeks with both hands and let my shaft fall between them. We both accelerated and I could feel myself breaking out in sweat thinking about putting my cock into my mother's ass. She made a small sound when she felt me put the head against her rosy pucker. After the first attempt to enter her I knew it would be difficult. I thought of taking some moisture from her pussy but realized it wouldn't be enough to get me into her small hole. The last thing I wanted to do was break the mood but I had no choice. I got off her and said, "Stay there." When I returned with my cock coated with lubricant she was in the exact position I had left her. She was holding on to the slats as if she was tied there. Her legs were opened slightly and her ass was raised. I kneeled behind her and my cock easily penetrated past her anal ring. She let out a sound that was a combination of Ohh...ohh...ohh and Oww...oww...oww. I penetrated deeper, drawing out a long moan from her. It was hot, it was tight, and it felt good. Unlike our first encounter of the night we were both vocal with words and noises. While I told my mother how good it felt to be in her ass, she was talking non-stop, "Yes baby...so good...fuck your mother...yes...yes...in my ass...oh...oh...yes..." The lubricant thinned and her grasp on my cock got tighter. I exerted more pressure to stroke in and out because there was no way I was going to stop to get more lubricant. Her noises became high pitched squeals as she moved her ass to meet my penetrating cock. I didn't think anything could be as exciting as my mother's mouth on my cock when it happened, and then when I was inside her pussy, I thought that was it. But there I was, with my cock buried deep in my mother's ass and definitely more excited. I pushed into her until I was up against her and time and again drove back in. I had fantasized about having a women's ass but I never thought that my first would be my mother's. I couldn't imagine my cock being in a tighter place and still be able to move. By the noises she made I knew my mother would be sore after all the force I had to use to keep penetrating her but at that moment all I could think of was pushing faster and harder into her ass. I was glad when I heard her say, "Oh Billy...don't stop...it's so big in me...I'm all filled with your cock...don't stop...don't stop...keep fucking your momma...make me cum...make me cum..." We got louder and our rhythm became frantic as we drove to orgasm. I was loud as I shot the first hard stream of cum into my mother's ass. She let go of the slat for the first time and reached under, rubbing her pussy, touching my cock as the fast hard strokes took it in and out of her throbbing ass. My cum became a lubricant and I was able to give her my whole cock with each succeeding release. Her ass filled to overflowing and after our last synchronized thrusts, we both ended up laughing with relief as I kept repeating, "Whoa...whoa...whoa..." After we caught our breath she kissed me and said, "Well honey, that's my second 'first' with you." I told her she was my first also and she smiled and said, "I'm glad." After a quiet moment she laughed and said, "I don't know how many more first's I can take if they're going to be that intense." We kissed softly and were both drifting into sleep when the phone rang. It was Madeline. I was annoyed but not as annoyed as I would have been had she called ten minutes earlier. I listened distractedly to my mother's half of the conversation. When my mother said, "We did..." and "...it was wonderful Lennie...," she looked over at me and smiled widely. I was busy getting myself into an antagonistic state towards Madeline for inserting herself into my life when I really looked at my mother. She had a look of joy on her face and I couldn't help feeling good even if she was telling Madeline about us. When she turned back to crawl into my arms after hanging up she said, "I'm so happy Billy." I cradled her and stroked her gently. I told her, "I'm glad mom; I like to see you like that." I smiled and as I ran my hand down her breasts and belly I added, "I also like to see you like this." She laughed and then after a quiet moment she said, "Billy, what do you think is going to happen?" "Good things mom" was my answer. We slowly drifted off to sleep. In the morning I woke up stiff with a misty memory of a hundred sex dreams filled with unrecognizable participants. When I turned, mom wasn't there. I found her at the breakfast bar having coffee. Her warm smile woke me up and set off the buzz that starts in your stomach and works its way down between your legs. I walked up behind her and engulfed her in my arms, caressing her breasts that slid easily under two layers of nylon. I kissed her neck and she made an mmm...sound as she reached back and touched my growing cock. "Well good morning to you too," she laughed. "Come have some coffee baby," she said. I remained behind her as she poured from the steaming carafe. "I'd rather have you," I said. She touched my face and murmured, "Sweet boy." My cock contacted her ass that was a few inches off the back of the stool. I wanted it so badly I couldn't think of anything except getting inside her. I whispered in her ear, "I want you mom...I need you so much right now...I want to be inside you." "Oh honey...yes...mamma's here for you." She got off the stool and stood with her hands on the bar. I had my cock out and lifted the nylon that covered her ass. Her legs opened as she said, "Take my pussy baby...take mamma's pussy." I slid easily into her wet hole and stroked her. I wanted to make her come quickly so I reached for her clit. I rubbed and stoked and she went straight up. I spoke as each penetration went deeper into her pussy. "Do you know why I need to do this mom? Because you have the most beautiful pussy I ever saw...a perfect pussy for me...and you have perfect tits for me and a perfect ass for me...you give me what I need and you love me the way I need to be loved." "Yes sweetheart...I want to be good for you...make you happy...give you what you need..." It wasn't long after that she stiffened momentarily and said, "Oh love...OH...OH...I'm coming baby...I'm coming..." She was panting when she came and when she finished she sat back down on the stool for support. She laughed and said, "God that was fast...you didn't have a chance to come did you baby?" I said, "No mom...but I will." I urged her to slide back on the stool so that her ass was accessible. I held her cheeks apart and the head of my cock found her opening; she flinched. "Oh honey...I don't know...I'm still sore there. Let momma take care of you with my mouth." As fantastic as it was when I came in her mouth, what I wanted then was her ass. The memory of the night before was strong and the feeling of being in that tight hole was fresh in my body's memory. "I'll be gentle mom...I need you this way." Before waiting for an answer I started pushing in while the juices from her pussy were still wet on my cock. She moaned loudly as I pressed in. As gentle as I was trying to be, her opening was still smaller than the object that was spreading and rubbing her tender flesh. I held her hips; she held the bar and bent over it opening her hole as much as possible for me. Perhaps because of her seated position, the sensation was even more intense for me than the night before. Maybe it was just that I wanted it so much and she was giving it to me. I could feel the heat building as the friction of my cock going into my mother's narrow passageway intensified. I couldn't help speeding up and I couldn't help pushing my cock into my mother's ass harder and farther with each insertion. We were both inflamed and I enjoyed each thrust and savored the sensation of her response. Each time she shifted or twisted her hips I felt it on my cock. I was in the deepest part of her and I pushed to keep every inch of my cock moving in her ass. The idea of a mother allowing her son to do what I was doing was mind boggling. But more astounding was that it was my mother and her ass was open for me as her pussy had been. She was taking her son's cock into her as lovingly as a new bride takes her husband on their wedding night, to please him as much as to pleasure herself. I heard her moans as those of pleasure because I didn't want to stop. They easily could have been sounds of distress. Her words gave me some ease as she said, "Billy...I'm so filled with you...my baby's big cock...in me...in me...OH...OH...OH..." Before I came, each thrust elicited the same response. Finally I realized that my mother was being stretched to her limit and I couldn't keep back the flood of semen that had built up. I called to her, "Mom...I'm going to come...in your ass mom...in your ass..." "Yes baby...yes love...give it to me... fill me..." She was thrashing as I began an unrestrained insertion, releasing what I been aching to give her. The first seconds were exquisite as I felt my mother yielding and stretching to take me all in to her depths. My cum powered into my mother's ass and I could hear her relief as the soothing fluid filled her and coated the raw membranes that had held my cock so tightly. After flooding her with every drop of cum I had in me, I put my arms around her and kissed her cheek. She reached her hand back and held my head, pushing her fingers through my hair. "God mom...that was so good...I'm so lucky to have a mom like you...you're so beautiful...you gave it to me mom...just what I needed." "Yes baby...and you gave me what I needed too...I need you to want me like that...to want my pussy and my ass like that..." "Did I hurt you mom?" "No love...I'm just a little sore...but I'm always going to give you what you need." I turned her on the stool and kissed her long and deep until I said, "Thanks for being my mom." She got teary and hugged me until there was a knocking at the door. "Oh no..."mom said, "I forgot...we have an appointment...tell Madeline I'll be right with her." She ran off as I did up my jeans and answered the door. Madeline came in and immediately said with a laugh, "Billy-boy, you look worked up...is the little lady also?" I said evenly, "Madeline, would you not call me that please?" My tone must have stopped her because she looked at me almost apologetically and said, "Okay Billy...is your mother ready?" "She'll be out soon." She sat on the couch and I wasn't feeling the usual resentment so I asked her matter-of-factly, "Does it bother you...I mean that she's with me too." "No Billy...it doesn't." "How come?" I asked her. "I'll tell you Billy...because I love her...because her happiness is more important to me than my own." That stopped me. In later years I would decide that it was the best definition of love I'd ever heard. But then, it just stopped me. That day marked a change in my relationship with Madeline; I spoke to her differently and I looked at her differently. She in turn stopped treating me as 'Billy-boy.' At times the four of us did things together but after a few months Sharon stopped joining us because she had found someone and became deeply involved. It was only a matter of weeks before she moved in with him. Madeline's empty nest longings became evident on the day of the picnic. She, mom and I went up to the mountains to a small park on a weekday. The park was empty and the day was ideal, a warm sun, a cool breeze and a blanket of blue for a sky. We ate and talked and laughed and after stretching out on the grass for a while, Madeline turned on the portable player we had brought. We held hands and circled until we were dizzy and she made us all dance together until we couldn't breathe. When we stopped and looked into each others smiling faces, Madeline said, "I love you Carol." She turned to me and said, "And I love you too Billy, I really do." She kissed me on both cheeks and then she said, "I had a dream last night that we all lived together...wouldn't that be fun?" I didn't know how to react but mom who was always sensitive to Madeline answered her right away and said, "Sure it would Lennie." She hugged her and told her we would always be there for her. I guess Sharon's moving out had affected her more than I realized because I saw tears in Madeline's eyes for the first time. I held Madeline's shoulders; she seemed small and fragile to me. I told her, "We love you Madeline." Mom said that she should come to our house for the night so we could make it a twenty -four hour picnic and she accepted the invitation. I can't say that what happened was a complete surprise. I guess I was a bit worried that Madeline actually was going to come and live with us but mom said that she only needed to hear that we loved her. I had begun to fantasize about the possibilities of an encounter between the three of us. The actual event was tamer than the scenarios I had concocted. After a few drinks together that evening, I realized that I wasn't the only one who had expectations. Mom went over and sat by Madeline and they began kissing and fondling each other. My mother motioned me over and took my hand. She said, "Honey if this makes you uncomfortable, we'll stop...we don't have to do anything you don't want to." I said, "I'm not uncomfortable." Actually the straining in my pants was. I bent down and kissed my mother and then kissed Madeline. Two kisses, each sweet in their own way. Madeline's tongue was much more tentative than my mother's familiar searching. "Come loves," my mother said as she led us both to the bedroom. It started with mom and me undressing Madeline. Her body didn't have the rounded fullness of my mother's but was firm and well toned for a woman in her early forties. My mother went immediately to Madeline's pussy with her mouth and the reaction was more than I expected; she sounded like a woman who was about to come even though she didn't. Mom then stood and kissed her and I let my hands roam Madeline's taut body. Madeline and I stripped my mother. The two of them next took off my clothes and we stood alternately kissing and touching each other. It was novel being kissed and touched in so many places at once. At one point as my mother kissed me deeply; I was treated to a new mouth on my cock as Madeline sucked me to full hardness. It was loving, but I could see that she was not particularly turned on by it. As Madeline sucked me my mother whispered to me, "She doesn't like intercourse." I nodded and before long I realized that it would all be less than I expected. Madeline and I both suckled a breast and mom had a delighted smile as she held both of our heads against her. At that point I could hear Madeline accelerating again and she directed my mother the bed and went down on her. I straddled my mother and brought my cock to her mouth. Mom took me into her mouth with kissing and licking noises as her pussy was being slathered by Madeline's tongue. Mom came and before long Madeline and my mother had switched positions. Madeline accepted me into her mouth but I knew that neither of us really wanted me to come there, so I held back. Mom made Madeline come even faster than she had. I guess they both knew exactly what sent the other one off. Mother's Hard Choice It all sort of just ended and it was okay that I hadn't come because I knew I would be with my mother later on. We spent about a half an hour soothing and kissing Madeline who's quiet had a tinge of sadness to it. She told us that we had made her feel less alone and I guess that's about the best anyone can do for another person. She left and I knew that we probably wouldn't repeat that experience very often. After she left mom and I had a bite to eat and talked about Madeline and us. When we got to bed mom seemed somewhat agitated and she said to me, "Make love to me all night...let's not even sleep...I need you to be with me..." I said I would and that put her at ease. As it worked out, it was she who fell asleep after each time we made love. The first time I came I was in my mother's mouth. Her hand cupped me as she bent over my supine body. I loved holding and fondling her big tit as she sucked me that way. I watched her bobbing slowly over the length of my shaft as more of me disappeared into her mouth with each stroke. I could hear the difference in her sounds that let me know she was enjoying bringing me that kind of pleasure. I watched a mother loving her son...sucking her son...feeling her son loving her as he caressed her and as he told her. As I approached orgasm my body stiffened. I sensed my mother's anticipation and slight body shift as she prepared to take her son's cum into her mouth. The first release contained all the pent up energy from the night's previous encounter in addition to the sucking she was giving me then. It was a hard come and it was voluminous. She could take me as no other woman I had ever had. My mother gave me the best sex I could imagine. Always one more suck as I shot into her mouth...one more stroke on my shaft as she swallowed another jet of my cum...one more loving sound to let me know that my pleasure was her pleasure. At about three in the morning she awoke and laughed when she saw me sitting up as I held her in my lap. "Oh my poor baby...go to sleep honey...it's okay...you can sleep now." I did but not before making love her one more time. I urged her up onto me and she reached to guide my cock into her pussy...the warm wet pussy that's still the only one I want. She rode me with her hands on my chest as she rose and fell on the impaling rod. "You're always so good for me..."she said, "...so hard for me...aren't you, baby?" "Yes mom...just like you're always ready for me and wet for me and waiting for me." I met her movements with thrusts of my own and each entry took my whole cock inside her pussy. I still wanted to be deeper in her so I held her and turned her. I held her ankles and pushed her legs back as I always did when I wanted her opened to her limit. I presses into her stretched pussy to get my cock as far up as it would go. Each time I went into her belly she said an "Ahhh..." that came accompanied by a little cry. The tip of my cock touched her end each time I stroked into her. When I left my cock embedded in her pussy and moved my hips she said, "Ooooh...that's so good baby...my sweet baby...filling me...God yes...yes...yes..." My mother was filled; every inch of me filled every inch of her. I stayed still inside her for a moment and she reached and held my ass. "Baby...baby...fuck me now...hard...hard..." I put her legs on my shoulders and began the final long, hard insertions that would bring us both to orgasm. I pushed and pounded and she responded with equal vigor telling me how good it was for her and saying, "Don't stop...oh love...do it to me...yes...like that....give momma your beautiful cock...make me come...oh yes...I'm coming love...I'm coming on my baby's big cock...OH...OH..." I'm sure that there are no words that can ever have the effect on me as those do. When my mother is asking me to fuck her and her legs are opened for me and she starts to come and my cock is pounding in and out of her ...it's like coming before I come. Where could I go from there? Where I went was into one of the most powerful orgasm we ever shared. We both let go with more abandon...more noise...and more cum. I could feel the wetness of both of us in her pussy. We kissed and kissed and kept on coming. She was quivering and we held each other as if we would never let go. Since that night a few months ago, I still don't know how things will end up for us but I think they'll be good things. I do know some things; I never want to let her go. I know that even though mom and Madeline still go on their trips together and have their time together, it all seems to be working. Most of all, I know that I'm happy she's happy.