28 comments/ 181533 views/ 139 favorites Southern Adventure By: whatnow221 "Come on, honey. Hurry up or we'll miss the flight," Holly said to her son. Her son Carl stumbled a little as he picked up the pace under the weight of several heavy bags. Carl and his mother were on the way to the airport. They were hurrying because the trip was planned at the last minute when they found out that Holly's father had passed away. The old man lived in a trailer in Georgia. Holly had been called by the local sheriff. Her father had died of a heart attack while sitting on a lawn chair and smoking a cigarette outside of his trailer. Holly was no longer close to her father, but that didn't mean she took the news well. It made her sad to think that her father died all alone, and that she hadn't spoken to him in years. Holly was very glad that she had a helpful son who offered to help her in dealing with her father's affairs. He was just 19 years old and was on spring break from the local university. With his help, she was able to quickly arrange a flight from the midwest to her father's place of death in rural Georgia. But it had all been a rush. Holly had overpacked because she packed quickly and couldn't decide what clothes she would need. She sighed as she looked at Carl carrying her two large bags which would have to be checked, as well as his carry-on luggage. Thank goodness, she thought, that she had a young strong man along to help her. They finished trooping through the parking garage and took the elevator to the baggage check. Holly checked her watch and noticed that the flight was in 55 minutes. They were cutting it close. As they waited in line, Holly noticed that Carl was also tense. The muscles in his forearms rippled as he held the luggage. She looked at him and smiled warmly, but he didn't notice. His brown eyes were busy counting the number of people in line in front of them, and considering whether they would make the flight on time. Ten minutes later they had shuffled their luggage to the front of the line. The unpleasant old lady behind the counter moved slower than molasses, apparently unconcerned that their flight was due to take off in 45 minutes. Holly was now seriously beginning to worry they wouldn't get through security in time. Finally they got their boarding passes and rushed through the airport. Holly noticed how precisely Carl moved. His eyes were scanning and making the decisions about the best path through the masses. Even though she wasn't carrying more than her purse, Holly still struggled to keep up with Carl. Arriving at security they were confronted with yet another line. She looked at her watch and saw they only had 40 minutes, and the line was moving slowly. Holly removed her lightweight jacket, her bracelets and her sandals and put them on a tray to go through the x-ray. She looked down and noticed that she was only wearing a tanktop and a bra, and cursed herself for not thinking to put on something more substantial for the flight. Oh well, she thought, I have plenty of other clothes in my luggage. As she looked up she noticed the security worker leering at her. She felt self-conscious as he mentally dressed her down, staring openly at the curves of her bare arms and neck and her breasts. A wave of disgust traveled through her and she wished she had worn something different. Holly was attractive for a suburban soccer mom. She had shoulder length brown hair, big brown eyes, full lips and small mouth which she often used to smile. She ate right and regularly exercised, so she was in pretty good shape, although she had not been able to avoid putting on ten pounds since her twenties. She still looked good overall, and she was comfortable with catching a few wandering eyes. But the look she got from the man standing by the scanning machine was not a wandering eye. It was an aggressive, challenging stare that made warning bells go off in Holly's mind. As she approached the machine, the man smiled creepily. Holly felt very uncomfortable as he instructed her to stand with her arms above her head. As she complied with his instructions, she realized that the side of her left breast was revealed to the weasely little man who was inspecting her. "Ma'am, please come with me," the security worker instructed her as the scan finished. She caught her son's eye as she followed the security worker to an area with large ten-foot high dividers. She shot her son a worried look as she disappeared behind the dividers. "Ma'am, the scanners picked up an irregularity in your image. We will need to do an inspection," the security worker said in his reedy voice. He was putting on plastic gloves. "You can't do the inspection," Holly gasped. "I'm a woman!" "Ma'am, today we are understaffed. Several of our women security officers were unable to come in. Please don't make a scene or I will be forced to detain you pending further investigation." Holly's heart skipped a beat. She knew he was lying and had no reason to detain her. But she had heard horror stories about being put on no-fly lists and how the TSA can make someone's life extremely difficult. Plus, she had no idea what they would do if they missed their flight. Just then, Holly heard her son. "What's going on? Where are you taking my mother." Holly could hear the anger in his voice. "Sir. This is just a routine inspection. She will be with you in a moment. Please do not make a scene or I will be forced to detain you. Step over to the waiting area now, sir." The voice must be that of a second security worker, Holly thought. She figured the two lecherous men probably worked together as they abused their power over women. Holly decided she didn't have a choice. She would let this little creep cop a feel, then she would take her son and get out of this place. "Now then," the little man said as he snapped the end of the latex glove onto his wrist. "The scanner detected that you may be concealing a weapon in the lining of your brassiere. Please turn your back to me and remain still." She did as he said, and felt the man's hands slide under her shirt and up to her bra. He felt quickly along the side and then groped her breasts with his latex-covered hands. Holly closed her eyes and waited for it to be over. As he kneaded her breasts she felt his hardened crotch press against her butt. Finally, he removed his weird little hands and Holly breathed a sigh of relief. "Ma'am, I am unable to verify the safety of your bra. Please remove it." Holly shot him a look that conveyed her feelings. Staring at him with hatred, she reached behind her and unhooked the bra, and removed it without taking off her shirt. Her C-cup breasts jiggled beneath the light fabric of her tanktop. Her shirt did very little to cover her breasts. She may as well have been naked as her nipples visibly wiggled in front of her tormentor. He smiled wickedly and took the bra. "Ah yes. It appears the underwire does not comply with FAA regulations. I will have to confiscate this," he said as he placed the bra on the plastic fold-out table. "Now please unbutton and unzip your pants and place your hands on the table." Holly grimaced, but did as she was told. The man stepped close up behind her and pushed her pants down to her knees. She felt his latex-covered hands squeeze her butt cheeks before spreading them and forcing a finger up her backside. She took in a sharp breath of air as she was penetrated there for the first time in years. The first finger was quickly joined by another, uncomfortably stretching Holly's hole. The man pushed his two fingers in as far as his little fingers could go. He then finger-fucked her three times before he thankfully slipped his fingers out to the great relief of Holly. "Thank you for your cooperation." Holly's quickly grabbed her pants and pulled them up, glad to be through with the ordeal. As she turned she saw the man tucking her bra away into a cardboard box. "Please, at least let me keep the bra. You got your jollies and I am flying with my son." Holly realized she made a mistake. This man obviously got off on her humiliation, and she had just given him an opportunity to further humiliate her. "That will not be possible ma'am." "What about my jacket?" Holly asked desperately. "Please be on your way, ma'am. We have lots of other individuals to clear through security today. Thank you." The official tone he took drove her mad. But she decided she better not retaliate. She grabbed her purse and shoved her bracelets and watch into it. The pervert stood by watching as her unencumbered breasts swayed and jiggled. She rushed out from behind the dividers and saw her son arguing with a security worker in the area behind the scanners. Her son saw her and a huge look of relief passed over him. Then his brow furled somewhat as he looked at her nearly naked breasts, on display for the hundreds of people in the airport. Holly was simply relieved to get away from the situation and took Carl by the hand, leading him towards the airport gates. She glanced at the clock at saw they still had 5 minutes before their flight was scheduled to leave. Pulling her son behind her she half-walked, half-trotted towards the gate. "Mom, wait. Wh-what happened in there?" Carl asked as he followed his fleeing mother. Holly gathered herself and slowed down to answer her son. "The security guy used his power to cop a feel. It wasn't right, but there wasn't anything I could do about it that wouldn't have made it worse. Trust me, I'm fine. But I really don't want to miss this flight." As she walked and talked, her son's eyes were drawn to her displayed breasts. The tanktop had a low neckline that left bare several inches of her cleavage. Most of the top and sides of her breasts were bare, and the lightweight fabric did little to cover her nipples and even less to prevent her breasts from swaying tantalizingly as they rushed through the airport. Holly was aware of her situation and did what she could to cover herself with her arm and her purse. But it didn't help much. "Ok." Carl said distractedly. He realized he had a growing erection, and he felt shame. But he couldn't keep from being aware of his mother's beautiful breasts, exposed to the world in an airport jam packed with other people. They got to the gate just as the gate agent was shutting the door. They handed the agent their boarding passes and barely made it into the airplane in time. As they boarded the plane, Carl realized his mother had entered the airplane in front of him, so he was unable to shield her exposed breasts from the views of the very crowded flight. Carl saw the looks on people's faces as they hurried down the aisle. The men's eyes were drawn straight to his mother's bouncing tits. Carl felt heat rising in him as all of these men saw his mother on display. The women in contrast had looks of disgust on their faces as Holly's beautiful shapely breasts bounced by their faces. Whether they were mad that they didn't have such shapely, big breasts, or whether they were mad at their husband's appreciation, it was clear that they were shooting daggers as Holly moved down the aisle. Finally they got to their assigned seats, which were in the last row at the back of the plane. Carl thought that maybe their luck was about to change. They were lucky that it was a small plane and they had two seats together without a third. There was nobody sitting in the seat across the aisle, and Carl hoped it would stay that way. At the very least, Carl's mother wouldn't have to sit next to a stranger. He let her enter first and take the window seat. Once they were sitting down, Holly took a deep breath. She had never been so embarrassed in her life. Her chest and face were flushed from having to prance nearly naked past a full plane of interested observers. And that after being assaulted by the skeezball security officer. What a horrible, horrible day. Thank goodness, she thought, that she had her son with her. It felt good to have such a capable young man to rely on. She turned to speak with him and realized he was looking away from her and also had the flushed face of recent embarrassment. She attempted to get his attention by patting his thigh and trying to make eye contact. But the moment she touched him, he jumped as if she had touched him with a live electric wire. She saw his expression was overcome with shame as he looked down to where she had placed her hand. Oh my goodness! she thought, as she realized that her hand was resting on the outline of her son's hard penis. She jerked her hand away quickly and scowled at Carl. How dare he! It was bad enough to be harassed by a security officer, but she never expected to have her son to get off on her public exposure. Furious, she turned towards the window and looked outside as the plane taxied and prepared to take off. She tried to use her arms to cover her breasts. Soon the plane was in the air and their city was disappearing beneath them. The seatbelt light turned off and one of the stewardesses appeared beside their seats. Holly turned to her to see what she wanted and saw a pretty older woman, probably also in her mid-40s. The woman had brown hair, a big bust and an even bigger smile. Holly realized how glad she was to see such a nice smile after such a difficult day so far. "You'd be surprised how many women get on planes at this airport looking like you do right now," the stewardess said sympathetically. "They really need to do something about those pervert security guards." Holly was so happy the woman understood. She was also grateful when the stewardess bent over and handed her a blanket to cover up. "This will help preserve some modesty. This must be your son, right?" asked the stewardess and nodded towards Carl. "Thank you for the blanket. Yes, this is my son Carl." As Holly answered, she glanced again at the sizable erection in Carl's pants. The stewardess followed Holly's gaze and nodded with a look of recognition. As Holly watched the shapely stewardess walk back to the front of the plane, she cooled down some, and tried to understand her son's reaction. He probably couldn't help it. He was only 19 and she didn't think he had much experience with women. Seeing his mother's breasts flop all over the place probably was more about seeing naked breasts than seeing his mother's naked breasts, and she couldn't blame him for appreciating her assets. She had always been proud of the shape and perkiness of her tits. Her son was a man, and he was reacting just like many other men had reacted. Holly felt bad for how embarrassed Carl must be to have such an obvious erection in front of his mother. She wanted to make him feel better but couldn't think of how to do it. He was looking the other way, obviously mortified about not being able to do anything about his erection. Holly wondered how long it would take for his erection to go away. It was too bad they were stuck on a plane, and Carl couldn't simply go to his room and "relieve" himself of his problem. As with most mothers, Holly knew that Carl masturbated, and recalled how she had once walked in on him as he hurriedly tried to hide his dick and turn the computer monitor off. Just then, the stewardess returned with another blanket. She unfolded it and laid it over Carl's lap. As she did so, she leaned over the seat to whisper conspiratorially under the roar of the engine. "Don't worry son. Any man would be turned on by your mother's beautiful tits." The stewardess winked at them and sashayed away again. Carl's eyes were glued to her butt as she walked. "Were you just checking out that stewardess?" Holly inquired in a soft voice. Carl muttered something inaudible and looked at the floor, overcome with embarrassment. Holly inwardly laughed at her son's situation, with two older women with bountiful breasts near him in such close quarters. Maybe his erection would never go down. As Holly continued to consider her son's predicament, she realized that her nipples were hard. She was sure her pussy was also well-lubricated. The thought of her son's erection had turned her on! And so soon after she herself had become upset at her son for ogling her breasts. She wished she could relieve her son of his embarrassment. Under these circumstances, it was very understandable for him to be turned on. She didn't want him to beat himself up over his natural reaction. She decided to address the issue head on. She turned and whispered in his ear. "It's OK, Carl. We've been through a lot today and I know your reaction is just a normal reaction for a young man with normal sexual urges." As she said that, she placed her hand on Carl's lap and gave him a light pat, as if to say, I know what's there and its ok. But she quickly realized the effect of patting her son's dick most likely made his problem even worse, even if her words helped ease his embarrassment some. She had probably just made him even more turned on. The thought sent a thrill through her. She knew it was wrong, but she couldn't help it. She was getting turned on by the thought of her son's engorged penis. Even under the blanket, she could picture its size and shape. And as she pictured it she could imagine she saw it pulsing even through several layers of material. Poor kid, she thought. His beautiful mother was half naked next to him. And a big-breasted stewardess was apparently intent on teasing him as well. He was probably on the verge of exploding in his pants. Holly felt her pussy moisten at the naughty thought of her son's big cock exploding sticky cum inside his pants on a plane full of people, and while she sat right next to him. She felt her pussy spasm as she imagined what his penis would look like as it volleyed load after load of pent-up desire. Holly had always had a thing for cum. She loved to give blowjobs even more than have sex, and the thought of her son cumming in his pants was making her uncomfortably horny, in the tight quarters of the plane. Apparently the stewardess was having similar wicked thoughts. She was back again, leaning over Carl with her breasts right in front of his face. This time, though, she had unbuttoned the top buttons of her uniform and was exposing a significant amount of cleavage to Carl's view. "Darling, can I interest you in anything?" she asked seductively. Carl was literally speechless. His mouth hung open as he stared at the heaving breasts in front of him. Even Holly could smell the perfume the stewardess had evidently dabbed between her breasts. The stewardess then leaned over and addressed herself to Holly. The eye contact with this highly sexual woman who was brazenly teasing her son sent a delightful chill down her spine. "And how can I help you?" The question was innocent enough but the look in the stewardess's eyes was wanton. The stewardess's breasts pressed into Carl's face as she leaned over to speak to Holly. "White wine please" said Holly. She looked down at the woman's heaving breasts and couldn't believe she was allowing this to happen. This woman was throwing her body at her son while she sat there and watched. "Coming right up. I've got some chilled. It will help if you're a little hot." Her eyes flashed Holly a knowing look. The stewardess grabbed two single serving bottles of wine from her cart and gave them to Holly. As Holly reached for the bottles with two hands the blanket slipped off her chest. Carl saw his mother's breasts emerge and couldn't help but stare. He noticed something different about his mother's nipples, as they pressed against her shirt. He mentally compared the image to what he saw in the airport, and he realized that his mother's nipple was more full and longer than before. He realized then that his mother must be aroused! The realization made his balls tingle. Southern Adventure While Holly handed a credit card to the stewardess, she leaned in to Carl, brushing him gently with her breasts. Carl was overwhelmed by the sensation, and concentrated hard in order to burn the image of his mother's hard nipples into his brain. His cock was threatening to cut a hole through his pants, and he felt deep in the base of his cock the semen pooling and preparing to shoot a massive load into his pants. He had never been so turned on. Nor had he ever been less able to do anything about it. As Carl opened his eyes he saw his mother had allowed the blanket to stay on her lap while she poured herself one of the wine bottles. Her turgid nipples were right there, almost beckoning him to stare at them. By now his shame eased some, but his lust remained. His mother's nipples were right out in the open, for him to see and to admire. And it showed that his mother was sexually aroused. What could have caused her to be so turned on? She wasn't turned on until they sat down in their seats. It must be that she saw his erection and after the initial shock she started to get turned on by the thought of her son. Carl wondered if her pussy was wet. He wondered what her pussy looked like. He wondered what it tasted like. And somewhere deep in the back of his mind, he wondered whether this trip with his mom might end up with him finding out. "The stewardess is very pretty," said Holly quietly. She didn't want to be overheard by the other passengers. Carl nodded. His eyes were once again drawn to his mother's breasts. Both of them now strained against the fabric of her shirt. One of the nipples was nearly exposed, as Carl could see the pink of his mother's areola. He wondered if she might be exposing herself to him on purpose. But then he realized that the air in the airplane was becoming hot and stuffy. Perhaps, he thought, his mother was becoming too warm to be covered by a blanket. "Yes, she is really beautiful." "She must be over forty years old," Holly said. "Just imagine, an older woman teasing a young man like you." Carl saw his mother was smiling and realized she noticed the stewardess's teasing, and didn't mind. His cock jumped in his pants. "I guess middle-aged women can still be aroused," Carl said softly, leaning in towards his mom and her almost naked breasts. He stared unabashedly. "Yes. Yes they can," Holly said with a smile. She now knew her son could tell she was on fire. Her pussy lips were sliding against each other as she leaked her natural lubricant. She was reaching a point of arousal that she hadn't felt in years. She needed relief for her pussy, and she was beginning to not care that she was on an airplane and her son was sitting beside her. Carl was warm, and removed the blanket. If his mother wasn't shy about her aroused nipples, he didn't need to hide his erection. Holly looked at Carl's cock openly now. It was clearly outlined against his pants, running down his thigh and towards her. It looked to be of a fairly substantial size. Holly had the perverse idea of running her hand along its length. She wanted to feel again how hard a young cock can be. She quickly tried to put the idea out of her mind. But it didn't work and she continued to stare at her son's penis. Well aware that his mother was staring at his prick, Carl made his cock flex against the fabric. A small circle of precum stained the front of his pants. Holly involuntarily responded by leaking yet more fluid through her enflamed pussy lips. "What causes a middle-aged woman to become so aroused, do you think?" Carl asked. "I think that the stewardess might have seen a sexy young man who was so turned on he was about to cum in his pants," Holly whispered in Carl's ear. As she did so, she pulled her shirt aside and took a nipple in her fingers, rolling it back and forth. Hearing and seeing this, Carl's cock spasmed again, and the circle of precum grew wider. "Mom, I need to cum," Carl whispered plaintively. Holly thrilled at hearing her son call her mom, and hearing him follow it up with such a nasty thing to say. She was way out of line, on a commercial plane, tits hanging out, barely resisting the urge to grab her son's hard cock and make him spurt. But the thought of making her son come, letting him release his pent up energies in a spurt of white goo, had overwhelmed her rational thought processes. She sucked her sons earlobe seductively, savoring the pressure in her pussy and knowing now that she would soon see her son release his load of cum, consequences be damned. Holly pressed the button to summon the stewardess. While they waited for the stewardess to arrive, she decided to tease her son some more. "Does mommy make you hot?" Holly hissed in her son's ear. As she spoke she slipped her left hand into her pants. "You've been sneaking looks at mommy's breasts and now you're turned on. Isn't that right, naughty boy?" Holly reached over to her son with her right hand and slowly unzipped him. She reached inside the opening and pulled her son's magnificent cock out into the open. Just then, the stewardess arrived. "Is everything alright?" she asked. As she asked, she could see mother and son were on the verge. Holly's hand was deep in her pants, rubbing her clit. And Carl's cock was leaking precum and practically trembling with excitement. It was a beautiful specimen. It looked so big and angry, ready to explode at the slightest stimulation. "Ah, I see. Let me help you with that," the stewardess said. Holly looked on as the stewardess held her son's cock, and pressed her breasts against her son's face. Then she slowly stroked up and down, dragging her palm over the sensitive head of Carl's cock at the top of each stroke. After five slow strokes of his cock, Carl's cock ejaculated a thick ribbon of jism, which hit the back of the chair in front of him. Several more volleys of the white goo went airborne and fell somewhere on the floor or the bottom of the seat. Then his cock continued to pump fluid which gathered on the hand of the stewardess as she squeezed the young man's cock. "Come for mommy," whispered Holly. As she watched, Holly's fingers moved against her clit, driving her towards her own orgasm as she watched her son's. When she finished climaxing, she shoved two fingers deep into her canal and felt her vagina's spasms squeeze her fingers. The stewardess brought her hand to her mouth and licked the cum stuck to her palm. She displayed the pearly liquid on her tongue as she made eye contact with Holly. She then did it again, managing to clean the majority of Carl's spunk from her hand. "Is that better?" She asked, in her cheery stewardess voice. "Much better. Thank you," Holly replied, her fingers still buried in her cunt. After stewardess walked away, Carl and Holly looked sheepishly at each other and zipped up their pants. "Oh my god," both Holly and Carl thought to themselves. "What have we just done." ------ Holly woke up with a start. She rubbed her eyes and smelled herself on her hands, reminding herself of how she just frigged herself on a crowded airplane. What had she done? She was a normal, responsible single mother who, before today, had a normal, loving relationship with her son. She felt ill as the events of the day ran through her mind, and she considered how she had acted in front of her son. She winced as she remembered the specific words she said to him as he shot his wad. As they de-boarded the airplane, Holly remained aloof. She didn't even notice when the stewardess gave Carl a hug and a kiss as they were the last to file out. At the Atlanta airport people were staring at Holly's unconstrained breasts, but she hardly noticed. Instead she found the first free seat and sat down, looking out the window with a blank stare. Holly looked up when Carl returned. He gave her an oversized hooded sweatshirt with a baseball team logo. Holly smiled graciously and put the sweatshirt on. "Mom, lets go find the rental car place," Carl prodded, and took her hand to lead the way. Holly listlessly followed. Holly continued to go through the motions while Carl took care of their arrangements until they pulled into a chain restaurant. "Mom. You seem like you've had a hard day, so I didn't think it would be a good idea to try to make the drive out to grandpa's place tonight. I got us a room at a hotel chain here in Atlanta, but we should get something to eat first." Holly realized then that her son seemed perfectly fine. She was wracked with guilt over the harm she had caused him. But maybe she hadn't caused him any harm. Maybe it was her that was harmed. After all, he seemed to be dealing with things much better than she was at the moment. Holly perked up some and ordered a mixed drink. She hardly ever drank hard alcohol. But she hardly ever masturbated in front of her son, either. After placing their drink orders, Carl asked, "Mom, what happened back there with the security officer?" "The security guard wanted to see me naked, I guess." Carl rankled, "He made you get undressed?" "Yes Carl. He made me take off my bra and he felt my breasts." "That's outrageous! We should sue. Why didn't you tell me! I would have beat the shit out of that little creep." It made Holly feel good to hear her son's reaction. Maybe she should have put up more of a fight. She liked hearing how offended her son was by the security officer's violation of her privacy. "That's not all. He also made me pull down my pants." "WHAT?" Carl hissed. "Did he, umm, touch you?" "Yes he did. He inserted two fingers, into, my anus, and, umm, he moved them in and out for a bit." Carl sat with his mouth agape. He couldn't believe that that jerk would do that. "Are you ok?" Carl asked. "I'm fine. His fingers weren't very big. And, besides, it's been a while, but those fingers weren't the first thing I've had up my rear." Just then their drinks arrived. Carl took a deep swill from his beer. And Holly took an even deeper swill from her gin and tonic. "Mom, I just want you to know I'm very sorry for my behavior on the plane. I should never have looked at your, umm, breasts the way I did. And, as for what else happened, I didn't mean for any of that to occur." "Oh honey. None of that was your fault. It's only natural for a young man to react that way when confronted with exposed breasts. Even if it is your mom's breasts." Carl struggled to come up with a response, so Holly tried to add something to stop the silence. "I guess if you believe what Freud says, maybe sons may be especially interested in their mom's breasts." Holly had only intended to try to make Carl feel okay about his reaction, but she unintentionally guessed that Carl maybe had a more than passing interest in her. Carl's face went beet red and he gulped heavily from his beer. Holly, too, realized her drink was nearly gone. She flagged the waitress and ordered another round. "All I mean is, accidents happen. I don't blame you for any of it. It was just an unfortunate incident and I hope we can put it behind us," Holly said. "Yes, mom," Carl responded, as if his mom had given him an order. "Not that you should feel bad about it. After all, that stewardess was a pretty nice catch, and she certainly took a liking to you, young man." "Haha, thanks mom. She was definitely hot. I've never had a woman that hot touch me before." "Oh, come on. I'm sure you've had plenty of co-eds lining up to 'touch you,'" said Holly incredulously. The drink was starting to get the best of her. Again. Carl just blushed and looked down at his rapidly disappearing second drink. "You mean, you've never gotten a handjob before today on the airplane?" Carl shook his head no. "My goodness. I had no idea, son." Carl continued to stare at his drink. "Have you never been with a woman at all?" "I made out with some girls in high school, but I never got anywhere past first base. And since I've been living at home while going to college, I haven't exactly been a hot ticket." "Oh, honey. I had no idea," Holly said, her head swimming with alcohol. "I mean, its no big deal," she said, recovering and trying to not make her son feel bad. "I just feel bad for those girls who are missing out on your big cock." "You really think my cock is big?" asked Carl. "Yes, well, I mean, you have a very nice cock is what I meant. And I think the stewardess agreed," Holly said, flashing her son her pretty smile. Their food arrived and Holly ordered another round of drinks. She felt so much better talking openly, and she knew it was because of the alcohol. "Thanks, mom. That means a lot." "You just have to have a little more experience and you'll have the confidence to bag more chicks than you can handle. Trust me." Carl wanted to ask how he would get that experience, but it seemed awfully forward. Still, he was enjoying talking about sex so he changed the topic. "What were you doing, umm, with your fingers on the plane?" Carl asked, although he knew exactly what she had been doing. "Masturbating!" Holly said, and then realized she may have spoken too loud. "Son, I was touching my clit and vagina to give myself an orgasm. Don't you ever masturbate?" "I do. I just didn't know exactly what you were doing." Holly smiled. "Yes you did, you stinker. You knew what I was doing. Remember, I know you have a laptop computer, and I'll be damned if you've never pulled up a video of a girl jilling herself off. You just wanted to hear your poor old mom admit to masturbating, didn't you?" Holly smiled accusingly. "You're right. I've seen a woman masturbate. Just not live and in person I guess." Holly said nothing. "And I guess, it's just that, well, you were right," Carl said. "Right about what?" "Well, right about Freud or whatever. With you sitting there rubbing your nipple, and with your breasts hanging out, I just, I've never seen such a pretty sight in my life." "Oh honey, that's sweet of you to say." Holly didn't know what else to say. But she did know that her pussy was feeling particularly moist. And she was pretty sure she knew the state of her son's cock. The two finished their meal quickly, and headed to the rental car. Holly knew they were both too drunk to drive, but the hotel was just on the other side of the parking lot, so she let Carl drive. In the hotel room, Holly looked around and asked where were her bags. "Don't you remember, mom? The airport said they lost our bags, and that they will have to deliver them. You must have been in a real daze." "How will they deliver them? We're driving four hours tomorrow to get to your grandpa's town." "I don't know. At the time, neither did you. It was all I could do to get us a rental car and a hotel room. I have the number of the airline, if you want to call." "What am I going to wear?" "I have some t-shirts you can wear. I didn't pack any women's clothes, though." Holly sighed. She had only her sweatshirt, tanktop, undies and pants. And her undies had already been soaked in lady-cum once that day. "Let's just get some sleep and work things out in the morning," Holly said. As she did so, she looked at the single king size bed in the room. "Sorry mom. They had no more doubles. King size bed was the best I could do. There is plenty of room for both of us." "No big deal. And if I decide to masturbate, I guess I've already shown no need for privacy on that front," Holly joked. Carl's eyes went wide. "I'm kidding son. I don't plan on doing any more masturbating in front of you." Carl's face went crestfallen. Holly noticed also that his cock formed a big lump in his pants, evidence of a large boner which she guessed he'd had ever since the restaurant. "Don't look so disappointed. I certainly don't mean to say you can't masturbate if you need to," Holly said, looking in the direction of her son's crotch. "And it appears that you may need to!" she said with a smile. After that, Holly took off her sweatshirt, pulling off her tanktop as well. She also slid her pants off, and stood in front of her son in only her cum-stained panties. "And if you need some visual stimulation, like on the plane, well, I may be able to help on that front too," Holly said. Holly walked past her son and brushed her left breast against his side. She then walked wickedly into the bathroom to brush her teeth, but left the door open. Holly looked in the mirror as the motion of brushing her teeth caused her breasts to jiggle slightly. She also noticed that her son stood staring at her in the mirror, his cock pressed painfully against the front of his pants. When she finished brushing her teeth, Holly pulled down her panties and sat on the toilet to pee. Her son remained a statue in the other room, frozen by his mother's nakedness. Wiping herself, Holly noted that her pussy lips were coated, as she was incredibly turned on. Maybe she had been too hasty in saying she would not be wanking one out tonight. First things first, she thought, and she decided to take a quick shower. Holly left her panties on the floor of the bathroom and left the door open as she jumped in the shower and soaped herself up. She paid particular attention to the area between her legs, as well as her stiff nipples. But she finished quickly, dried, and went to the main room. Her son had barely moved. His eyes quickly focused on his mother's neatly trimmed bush, and the inner pussy lips which protruded visibly. "Like what you see?" Again Holly brushed past her son, with a maximum of "incidental" physical contact. "Don't just stand there. Brush your teeth and come to bed honey. It looks like you have something you need to take care of to get a good night's sleep." Carl brushed his teeth and returned to the room wearing only his boxers, which did a hilariously poor job of containing his fully erect cock. "Honey, if I don't get to wear underwear, do you really think it's fair that you should?" Carl pulled his underwear off and stood with his erect cock pointing straight at his mom. She lay in bed like some movie starlet, but with the sheets only covering her hips and leaving her breasts lying deliciously on her chest. Carl took in the sight. His mother's pink areolas framed her sizable nipples, and capped breasts which had a beautiful combination of heft and perkiness. Although his mother didn't have washboard abs, the soft curves of her belly suggested a mature sensuality not seen in twenty year old bodies. Carl's cock couldn't get any harder. For her part, Holly harkened back to the sensation of cool sheets and the excitement of the advance of an unfamiliar lover. She stared down her son's cock, its purple head looking at her like some sort of snake ready to attack. A chill went up her spine, and a hand moved towards her pussy. "Come to bed, honey. We'll make sure that problem of yours gets taken care of." "Yes, mom." Hearing her son address her as mom as his hugely enticing cock pointed straight at her drove Holly wild. She drew a finger between her pussy lips under the sheet, spreading her silken sex juices up over her clit. "Honey, I'm so glad you came along to help me on this trip. You've shown yourself to be a real man, in more ways than one. Any woman would be proud to share a bed with you." "Umm, thanks mom." "Tell me what I can do to help. I want to make sure that you have just as good of an orgasm as you had on the plane. You've earned it." "Well, on the plane, mom, umm, well you were masturbating too." "I know I told you I wouldn't be masturbating tonight, honey. But I lied. I'm masturbating right now. I'm rubbing the lubricant from inside my pussy on my clit, and I'm sliding my fingers over my clit. See?" Southern Adventure Holly pushed the sheet down, revealing her ministrations. "Come here, honey. Come sit next to mommy on the bed." Carl needed no persuading. He climbed on the bed and scooched towards his mom. She took her non-masturbating hand and brushed his hair back, before placing it around his neck and pulling him closer to her. Carl leaned his head on his mom's shoulder and stared at her beautiful body, surveying her sizable breasts, her slightly curved belly leading down to her pussy, which she was enthusiastically stroking. Then he had an idea. "The other thing, mom," Carl said hesitantly, "is that, on the plane, the stewardess, she touched my penis." Holly laughed. "So you liked that part of it, did you? Do you want mommy to touch you? Do you want mommy to stroke you until you shoot your cum all over my hand?" Carl just nodded. His cock bobbed against his belly as he awaited his mother's touch. Holly removed her right hand from her pussy and brought it to Carl's mouth. "Suck my fingers clean, baby," commanded Holly. Carl enthusiastically did so, tasting the faint flavor of his mother's sex. "Now lean back and let mommy show you a handjob that stewardess couldn't do in a million years." Carl did as he was told, leaning his head back against his mother's arm. She leaned towards him, with her soft breasts laying against his arm and torso. Slowly, her right arm traced down his chest and belly, tickling him with gentle touches along the way. Finally, Holly's hand touched the soft head of his hard cock. Its surface felt like silk against her hand, and its was hot on her palm. Slowly, gently, she wrapped her warm palm around the head and twisted her wrist to and fro. She did this for several moments until a pool of precum gathered. Then Holly spread the pre-ejaculate down his shaft while she rhythmically squeezed. She released his cock to slowly and tantalizingly play with his balls, feeling one and then the other, and slightly squeezing them, feeling their heaviness with his youthful cum. Then she returned to his shaft, slowly dragging a finger nail up the front until it reached the sensitive part beneath the opening. There she dawdled, gently pinching the loose skin and rolling it between two fingers. As more precum gathered, Holly made a full stroke of her son's cock, slowly bringing her hand up over the head, and then down to the base of his balls. She repeated the motion slowly as ever, while she continued to squeeze rhythmically. She continued this process for 15 minutes, knowing that she was denying her son the relief of increasing the pace and driving him to orgasm, but also ratcheting up the intensity of the experience. As she stroked, she whispered sexily in Carl's ear. "Let mommy stroke your big cock. I want to make my baby feel good tonight. I want to see your sperm and spread it all over me." She continued to whisper whatever came to mind, no matter how dirty. "You make my pussy so wet, baby. I'm going to cum so hard thinking of your big hard cock. Give me that cum baby. Come on, cum on your mommy. Let mommy taste your cum." Finally, her son's cock became very very stiff, and Holly knew he was there. She increased the pace of her stroking and the pressure and in several seconds, her son released a spurt of sperm like she had never seen. It landed on her right breast, and it nearly covered her whole breast in semen. The second blast was nearly as powerful, landing at the junction between her son's ribcage and her belly, and pooling there. Numerous spurts followed, splattering a huge amount of semen everywhere. "The stewardess ate my cum," Carl ventured. "Do you swallow cum, mom?" Holly laughed out loud. "Yes honey. I swallow cum. At first, I thought it tasted too strong and salty,, but after a while I just associated the taste with sex and now I like it. Actually, I love it. The taste and smell and feel of it really turns me on. Do you want me to swallow your cum?" "Yes, mom. I'd like to see you do that." Holly brought her hand to her mouth and cleaned it all up. She collected the white fluid on her tongue and showed it to Carl, before it went down the hatch. "I can't believe you did that. You're amazing mom. I can't believe you just jerked me off and ate my cum." "Its not that big of a deal, honey. You ate my cum too, when I stuck my fingers in your mouth." "Oh yeah. I liked that. I love you mom." "I love you too, honey," Holly paused. "Speaking of honey, if you liked tasting your mommy's pussy, I know how you can taste some more." "Are you going to masturbate again, mom?" Carl asked, his cock perking up again at the thought. "I thought you might like to use your tongue between my legs." Carl was stunned. "I would love that, mom. Would you teach me how to give a girl an orgasm?" Holly brushed back her son's hair, and kissed him gently on the mouth. "It will literally be my pleasure." Holly swung her legs around on the extra-wide king size bed and spread her legs, exposing her naked pussy to her son. "You have to learn the parts of a woman's vagina if you are going to properly pleasure her." "Yes, mom," Carl was in paradise, moving his eyes all over his mother's body, her legs, her pussy lips, her softly rounded belly, her big tits, and her pretty face. "Do you know the parts of a pussy?" "Umm, I think so." "Alright I'll quiz you. Lightly pinch both of my labia majora between your thumb and forefinger." Carl did as he was told, gently pinching each of her lips and in doing so, he pulled them apart and exposed the pink insides of his mother's steaming hot pussy. "Very good. Now remove your fingers please." Carl reluctantly let go and watched as her lips closed somewhat, leaving less of her pussy visible to him. "Now locate my perineum , and touch it gently." Carl hesitated, having no idea what a perineum is. He guessed, placing his finger just above her clit. "Mmm, that's a good guess honey. A very nice guess indeed. But that's incorrect. The perineum is the skin between my pussy and my anus." "Oh, so right here," Carl said, touching her gently in the right place. "That's exactly right. Now to make sure you learn your lesson, I want you to lick me there for thirty seconds. Practice using your tongue to give my skin a nice firm massage. That will come in handy later." Carl put his shoulders to the underside of his mother's thighs, and lowered his tongue to his mother's nether regions. As he started to lick her, his nose was buried in between her pussy lips. He could smell her beautiful fragrance as he practiced licking. He licked firmly, then lightly, in circles, then swiping his tongue up and down, covering the whole area between her pussy and asshole. "Ok, good job. Now I hope you won't forget where a woman's perineum is." "I won't, mom." "Ok, now point to my anus." Carl did so, but he didn't touch the crinkled skin of her ass. "That's right. Now I want you to lick your finger and stick it all the way in to my butt. Make sure you go slowly, otherwise you'll hurt me." Carl did what he was told, licking his index finger and pressing it too gently at his mother's asshole. "You're gonna have to push harder than that. It takes some work to penetrate my tight asshole." Carl pressed one knuckle into her butt, feeling his mom's muscle squeeze tightly against his digit. He slowly eased his finger all the way in. "Very good. Now put your middle finger in too." Carl did as he was told, and buried two of his digits as far as he could in her butt. "Nice job, honey. I just wanted to show you what happened to me at the airport. I assure you that it was much more pleasant to be finger-fucked by you, honey. Now go wash your hands and hurry back." When Carl returned, he marveled at how his mom remained spread-eagle on the bed, ready to let him explore her pussy. Unreal, he thought. "Next, I want you to tell me what are my labia minora." "Those are the small lips inside your pussy." "That's right. And what is between the labia minora?" "Umm, your pussy hole?" "Yes, that's right, that's where the penis enters." "Where is my urethra?" "Its a hole a little bit above the labia minora, where the pee comes out." "Such a smart boy. Your reward is that you get to taste the inside of my pussy. Make sure you use good technique, like you did with my perineum." To give him easy access, Holly spread her legs as far as she could. As her son dove into her pussy she knew she would soon be orgasming. His tongue plunged deep into his mom's hole, fucking her with it. Then he flattened it and swept it over each part of the inside of her pussy. He was so excited to be getting his first taste of pussy, his tongue and mouth moved frantically to cover the entire area surrounding his mother's pussy hole with his energetic tongue massage. Holly enjoyed her son's efforts immensely. She was building up for one hell of an orgasm. But she knew she wouldn't come until she instructed her son to lick and suck her clit. After about twenty minutes, Holly said, "Very, very, very good, son. The next task is the last one, and it is the secret to giving a woman a great orgasm. First, reach down and put two fingers in my pussy." Carl did so. It was his first time penetrating a vagina. He couldn't believe how hot and tight it was. He could feel the muscles in his mom's pussy walls clasping at his invading fingers, drawing them in further. He heard his mom growl with pleasure from deep in her throat. "Mmm. That's wonderful, baby. Now, the final question: do you know where the clitoris is?" "Is it right here?" Carl asked, placing his thumb directly over her sensitive clit. "Aiiieeee, yeah baby, that's it! Now suck that clit baby, suck it til I come on your face!" Carl did as he was told, locating the sensitive bud with his tongue and suctioning gently. His mom was panting now. "MMMmmm, that's it baby. Fuck me with your fingers, and suck my clit. That's right. Ooooooooh, baby, don't stop, don't stop. Fuck me deep and suck me hard! Aaaahhhh, I'm cummmmmmmmming!!!!!" Holly bucked her hips on her son's face and her pussy spasmed, squeezing her son's fingers with incredible force. A wave of pussy juice soaked her son's face, while he tried to continue to suck his mom's clit despite her intense, body-wracking orgasm. After Holly came, she instructed Carl to stop sucking her clit because it was too sensitive. She beckoned him towards her and cuddled him close to his chest. She knew what she had done was not an acceptable thing for a mother, but at this moment she didn't care. She had her beautiful son at her breast and she was aglow with the effects of a wonderful orgasm, and she wasn't in the mood to worry about the repercussions of her actions. Blissfully, mother and son entwined their bodies and fell to sleep. ------ Holly woke up early and stretched her arms over her head. Her breasts rose in front of her and she realized that her nipples were already stiff. She thought about all that had transpired in the last 24 hours. How circumstances had led her to revel in jerking off her son, and how she had even eaten his sperm. The thought made her look at her son's cock. It was semi-flaccid, resting on his leg and pointing almost directly at Holly. Her mouth watered as she thought about the taste of his cum. Twenty seconds after waking up, she was already horny as could be. Holly gently removed the sheet and got out of bed. Completely naked, she walked to the window and looked at the parking lot in the early dawn light. She saw her reflection in the mirror and felt proud. She still cut a very impressive figure. Her heavy breasts were capped by erect nipples that angled upwards, giving her an added level of youthfulness. She took a deep breath through her nose, enjoying the strongly smell of sex, which was especially evident because her left breast was covered in dry semen. She tightened her stomach and was pleased that her abs were still somewhat defined under her soft curves. She slowly traced the ridge along the middle of her abdomen with her finger. She continued down through her trimmed pubic hair and brushed lightly over her clit. She felt a warm rush of arousal flow through her body. She pushed two fingers into her pussy and removed them, shiny with her arousal. She licked them clean and then sensed something and turned around. Her son was watching her. They met each other's gaze and looked at each other for a moment and then Holly looked away, directly at her son's stiffening rod. It looked enormous, standing straight up from a patch of curly hair. It seemed to pulse with sexual energy, which made Holly's pussy drool deliciously. The rush of pleasure caused Holly to panic for some reason. How could she be standing naked, dripping wet with arousal from looking at her naked son's hard cock? Pushing away the sense of panic, Holly decided she needed to assert some parental authority. She needed to set some boundaries. "Carl, last night was wonderful. But we are mother and son. We can't get used to this." Carl smiled. "I could definitely get used to this." He flexed his cock impetuously and it slapped against his stomach. "It's illegal. We could get in trouble. And, and, it's not right!" Holly was stretching to find a way to stay in control, a reason to stop what had started. "It feels right to me, mom! And it looks like you are getting something from it too. Am I wrong?" Holly felt pleasure as the naked young man surveyed her body approvingly. "Look, Carl. I know that after yesterday things have changed between us. But I just don't want you to get too attached. I am your mother and that means that we can't have an ordinary sexual relationship" Holly paused the gather her thoughts. She knew she needed to be realistic. She couldn't deny their attraction. But she also felt the need to assert herself, to find some secure ground rules to rely on so things don't get further out of hand. "I'm not saying we can't help each other get off. But we do need to establish limits. If we don't, we risk destroying everything." "What kind of limits?" "Well, I don't think we should go further than we already have. We can see each other naked and help each other have orgasms, but we shouldn't make love. That would be wrong." "Didn't we make love yesterday?" Carl looked puzzled. "Oh honey. I didn't mean it that way. I will always love you. But my love for you is as a mother. I don't want that to change into something else, because I fear it could ruin things between us. If we love each other as lovers, we risk having a breakup, and I'm not sure that our mother-son love could survive that." Carl didn't say anything. His mother, as usual, was making a certain amount of sense. But he sure wanted to be able to make love to her anyways. He waited to see what else she had to say. "So here's what I propose. Let's keep the way we use each other for sexual gratification separate from the way we love each other as family. Think of me like a masturbatory aid. You can use me to pleasure yourself. But what we can't do is make love. We won't be kissing each other or having sexual intercourse. Those are things that only lovers do. But if we do a favor for one another, like a handjob or a blowjob, that's allowed." Carl was relieved to hear that the limits still allowed him access to his mom's pussy. But it certainly was a strange set of rules for a mother and a son. He had to admit, though, that it did make sense. "So I can't kiss you?" he asked. "Of course you can kiss me. But only as my son. We won't be making out all day or staring into each other's eyes. The only lips you get to suck are my pussy lips." To emphasize the point, Holly walked over and put one foot on the bed, spreading her enflamed pussy wide for her son. "You can make out as much as you want with my cunt. Hell, you can even fall in love with my cunt, if she's your kind of girl. I know she certainly likes you. But that doesn't mean that you can fall in love with me. I'm still your mother." Carl was too turned on to do anything but accept his mother's terms. Her pink pussy flesh was glistening in the morning light and he wanted nothing more than to lick and suck her intimate passageway. Understanding that that was the case, Holly crawled on the bed and placed her knees on either side of her son's head. She placed her pussy over her son's willing mouth and laced her fingers behind his head, smothering him against her crotch. She felt his tongue snake between her lips and start its energetic exploration of her love hole. As her son tongued her, Holly let out a relieved sigh. She was glad that she had come up with a plan to save her relationship with her son. She was proud of herself for being realistic enough to know that neither of them could constrain the powerful urges that had been unleashed in the last day. But she was also trying to be a good parent, and she hoped that by separating sex from love, she could maintain some degree of normalcy with her son. After thinking through what she had just done, she realized how insane it was for her to be feeling proud of her parenting skills while she was literally shoving her son's tongue into her steaming cunt. But it sure felt good! Holly truly was using her son like a masturbatory aid. He didn't have any choice in the matter as she squatted her hole over his mouth, forcing him to tongue the deep recesses of her pussy, while his labored breath came through his nose, which was nestled up against her sensitive clitoris, providing further stimulus. In no time, Holly had a shattering orgasm. She squeaked and whimpered as her pussy spasmed on her son's face. A torrent of juices flowed from her quivering pussy and coated her son's face, which she continued to treat roughly, squeezing it between her thighs and pulling it against her with her hands. As the orgasm receded, she released her son. His head fell back against the pillow, and she was happy to see that he was smiling. And it gave her a dirty thrill to see that several streamers of her sticky cunt juice stretched and broke and he separated from her pussy. "Thanks for that!" Holly said breezily. She knew how easy it would be for Carl to fall in love with the woman who provided him his first sexual experiences. And she was determined to treat the sexual favors as nothing more than sexual favors. Reaching back, Holly grasped Carl's dick and pivoted so she could access it with her mouth. The boy deserved a hell of a suck after all of the pleasure he had given her. And she deserved a chance to sample his delicious semen straight from the source. She didn't hold back, as she took her son's entire length in her mouth and down her throat. It had been some time since she took a cock this way, but she was still a skillful cocksucker. Carl was experiencing brand new sensations. His mother was energetically suctioning his cock with her soft mouth. Her efforts were such that she was nearly bumping her ass and pussy against his face as she acrobatically dove up and down on him. He could not last long. He knew the orgasm was inevitable, but the feeling of inevitability lasted a long time. He wasn't used to coming in anything other than a hand. The feeling of soft wetness and suction was new, and it allowed his orgasm to build and linger as his balls churned up the frothy mixture that would soon explode into his mother's mouth. When it finally came, the orgasm was spectacular. He shot his wad explosively into his mother's mouth. She handled it wonderfully, rising up and keeping only the head of her son's cock in her mouth as she gently milked him of his seed. Her mouth was nearly filled with semen, and she loved it. She enjoyed the feeling of being overcome with manly discharge, the scent and taste overpowering her senses. She waited several seconds after she felt the last spasm of her son's penis before she swallowed it all down, feeling pride at her oral skills.