MOM'S NO SPRING CHICKEN

Moonlight filtered in through the open curtains making it just light enough for me to watch as Becky's lips moved agonizingly slow up and down on my tingling shaft, her tongue occasionally running circles around the bulbous head. I lay there with my hands behind my head and surrendered to her oral manipulations. She was good, so damn good. She knelt on the bed at my side without using her hands and slurped my tool in slow up and down strokes, the fingers of her left hand working her clit and cunt into a state of saturated readiness. That was something I really liked about her; she would get sloppy wet before I even had a chance to touch her smooth shaved box. Being rather endowed, don't get me wrong; I'm no John Holmes, her wetness helped when it came time for her to sink onto my cock. Another thing I liked about her was the fact that no matter how many times we've fucked, she always insisted on being on top. I didn't mind, Becky was as skinny as a beanpole with tits not much bigger than mine, and weighed maybe a hundred pounds soaking wet. Being realistic I knew that it appealed to my lazy side, and also to her need to dominate in everything she did.

Her mouth pulled off my pole with a pop and she threw her leg over my hips. Just as my cock bottomed out in her deep cavern of sloppy wetness I got the unmistakable feeling of being watched. The hairs on the back of my neck stood up. I tilted my head to look around Becky toward the foot of the bed, then out the open door into the blackness of the hallway. I couldn't see anything; the old house I rented didn't even have a place for a light in the hallway. Still, the sensation of being watched persisted.

"Hey stud, you with me?"

Her question snapped my attention back to what was important; the feel of wet cunt wrapped around my rigid rod. What Becky lacked in tits she more than made up for in nipples. They stuck out from her chest about a half-inch and were extremely sensitive. Reaching up I pinched the light brown protuberances and felt them get hard enough to cut glass. That got Becky's motor revved up. In no time flat she was pounding herself down on all eight inches of my cock and smacking my balls with her skinny ass. Her fingers clawed into the skin of my chest muscles painfully as her humping increased in tempo. The squishy sounds of wet genitalia slapping together filled my bedroom and all thoughts of being watched fled as I felt the oncoming bliss of release. Grunts of pure pleasure poured out of her lips as she feverously hammered down on me. Faster and faster she fucked me until suddenly, she sat straight up and squealed out her rapture as her gripping cunt milked my spurting penis.

"OHHHHHH FUUUCCCCCCKKKKKKK!!!" she hollered and then collapsed onto my chest. Becky is a screamer.

I thought I heard the sound of shuffling feet but couldn't be sure; Becky's loud panting masking out the sounds of the house. After our breathing returned to normal Becky did what she always did after we fucked; she pecked me on the lips, got dressed and left. Not once had she ever stayed the night. She didn't want her husband to come looking for her. Neither did I. At close to six-feet tall, a hundred and seventy pounds of lean muscle I could hold my own. But her husband was a bull of a man with one of the worst tempers I'd ever seen. He was also my boss at the construction company I worked for. Was I crazy? Maybe. Anyone whose ever had as hot and wet of a pussy as Becky's would be crazy enough to chance his wrath too. At least they'd die with a smile on their face. The sound of the front door latching behind her was the last thing I heard before sweet dreams beckoned me into their loving embrace.

Early the next morning, after fighting my morning wood to empty my bladder, I followed my nose down the hall towards the front of the house. I noticed the bedroom across from the bathroom was empty, before entering the living room and continuing on into the adjoining kitchen, dining room combination. I stood in the doorway in my boxers and t-shirt letting the aroma of frying bacon and fresh coffee drift up my nostrils. My heart filled with love as I watched the woman, her back to me, pull slices of toast out of the toaster and lather them with butter. She was dressed in a whitish, threadbare terry-cloth robe that had long ago forgot that it used to be yellow. The robe drooped at her shoulders but hugged the full firm roundness of her ass before descending down to the backs of her knees. Two shapely toned calves stuck out from below the hem of the robe, her feet covered in fluffy pink house shoes. The woman's wavy shoulder length, grey streaked brown hair bounced slightly as she buttered the last piece of toast.

"Morning Mom," I said from the doorway as my greenish-grey eyes took her in.

Startled she spun around, one hand holding the butterknife while the other one darted up and clutched the top half of her robe closed. The same color eyes as mine fell on my face and her generous lips spread into a warm smile.

"Robby! Damn, you almost made me pee my pants. Don't sneak up on your old mother like that," she croaked, the hand holding her robe loosening.

"Sorry Mom. That sure smells good," I chuckled as I walked over next to her and fixed myself a cup of coffee, the top of her head barely reaching my shoulders.

She protested a little when I told her to sit and I'd bring us both some, but she did it anyway. I put the plate of bacon between us on the table to share. Neither of us wanted eggs, so we dined on toast and crispy bacon and washed it down with coffee. She wouldn't have it when I tried to take her cup to refill it; instead she took mine and filled both of them up. On her way back to the table the top half of her robe parted some giving me a view of the top swell of her full breast. Creamy white skin sprinkled with freckles jiggled as she walked. At fifty-three years of age Mom was still a striking woman. I chastised myself for the lewd thoughts that were bouncing around my head. I sipped the hot coffee and thought back to how Mom had come to be staying with me.

Almost a year ago to the day, Dad had suffered a massive heart attack and passed away. It shook Mom to her very core. We were all surprised since Dad seemed to be in great shape for a man nearing his sixties. The doctors had said it was a blocked artery that had caused it. Mom tried to make a go at keeping the house, but the pitiful amount of life insurance Dad had didn't stretch very far. Mom had always been a housewife with no discernable jobs skills, which made it almost impossible for her to get a job that would cover the bills. I offered to move the seven hundred miles back home and take care of her, my being in construction, I was sure that I would find work. She wouldn't hear of me quitting the job I already had. A month ago I made her an offer she couldn't refuse, especially now that the house was being foreclosed on; a fact that I hadn't been aware of until it was too late. If she came and stayed with me I'd get rid of my housekeeper, and she could work for me in exchange for room and board and some spending cash. She agreed to my terms, expressing regret for causing my non-existent housekeeper to lose her job. She cheered up when I told her that I'd found work for the woman elsewhere. She'd used the plane ticket I'd wired her the very next day, and now she was sitting in my kitchen enjoying a cup of joe and bacon. I was pleased with myself even though her presence did put a damper on my love life, somewhat.

Mom held her cup in both hands with her elbows on the table as she sipped her coffee. The top of her robe drooped open a ways and I could see parts of the round globes of her tits pressed together provocatively. The smattering of freckles made me want to ask if I could play connect the dots. I kept my mouth shut but felt a definite swelling in my boxers as I stared at the white creaminess. I looked away just as her head lifted.

"I've been meaning to ask you something," she began hesitantly.

"What's that Mom?"

"Do you always sleep with your door open?"

"Usually. Why, is my TV too loud at night? Because if it is, I'll turn it down or off," I said. The memory of feeling like I had been watched last night returned.

"Oh no, nothing like that. I was just wondering is all," she replied dipping her eyes to take another sip.

"Well, if it'll make you feel better I'll close it from now on," I told her, stealing another glance at her milky cleavage.

"Please don't...I feel safer knowing you're able to hear if I need you for something in the middle of the night." Her eyes caught mine and held them.

"You having trouble sleeping Mom," I asked returning her steady gaze.

"Sometimes I wake up and can't remember where I am. Just a foolish old woman scared of the dark," she chuckled.

"Don't worry, you'll get used to being here. By the way, you're neither foolish nor old," I told her, giving her my best smile.

Beaming, she rose and came around to my side of the dinning table. She bent down and hugged me before tousling my curly brown hair and taking our cups for a refill. My eyes followed her, greedily taking in the gentle swaying of her buttocks as she walked away. I also brazenly watched her walk back, the subtle bouncing of her chest making me wonder if she was wearing a bra. I got the answer when she leaned over and placed my cup on the table. The robe parted enough for me to see the valley between her breasts; there was no sign of a bra. Out of the corner of my eye I could tell she knew what I was looking at but she didn't say anything. She gave me a kiss on my forehead and went back to her seat. The hint of jasmine lingered in the air around my head as the hint of an oncoming erection swelled in my shorts.

"So tell me Robby," she began, holding the cup with both hands and giving me another view of her boobs being squeezed together. "That girl that was here last night, are the two of you serious?"

"Becky? No Mom, we're just friends," I said.

"Well, judging by the sounds I heard, you two must be real good friends." Her eyes twinkled and I could see she was having trouble suppressing a smile.

"Oh God Mom, I'm sorry. Becky, umm, gets a little vocal sometimes," I stammered, the heat rising to my cheeks.

"Don't be sorry, there's nothing wrong with a person expressing themselves. Why, if your father hadn't clamped his hand over my mouth on occasion..." her voice trailed off and sadness filled her eyes.

Getting up and going over to her I wrapped my arms around her shoulders and asked, "You miss him don't you Mom?"

Turning in her chair she wrapped her arms around my waist, lowered her head against my stomach and sobbed out, "Very much so. I get so lonely sometimes without him."

"You're not alone anymore Mom. You have me now," I told her softly.

She let out a funny laugh before saying, "Uh, sweetie, I didn't mean I felt alone. I meant that I get lonely sometimes." I really didn't see the difference.

"How bout I take you out to dinner tonight," I asked stroking her hair.

"Sweetie, you don't have to do that. I'll be fine, really," she replied her voice muffled since her mouth was pressed against me.

"I want to Mom. I think it'd do us both good to get out for a change. It's Friday, I don't have to work tomorrow so we can stay up as late as we want. What do you say?"

"If you really want to then okay," she whispered against my stomach.

I said it was a date, kissed her on the top of the head and went to get ready for work. Once dressed I went back out into the front room where Mom was waiting, holding the sack lunch she had made me. After giving me a tighter than usual hug she stood on tiptoes and gave me a soft peck on the lips before sending me on my way, an obvious bulge in my britches.

From the time I'd hit puberty I had found Mom alluring. I don't know why; it wasn't like she had run around the house naked or anything. Hell, I've never even seen her undressed. No accidental nip slips, upskirts or any of the things fantasies are made of. When I had masturbated, I could only visualize her face. I had stood in the shower on many occasions seeing her face before me as I mauled my growing penis. As I grew older her image had been replaced by the real thing, but it always lingered in the back of my mind. I often thought that one of the reasons I'd never gotten married was because no girl could live up to Mom's standard. Even now, with her being as old as she was, I still got aroused by being near her. Call it what you will, I can't explain it. I'm sure the headshrinkers would have a field day with me.

On Fridays we worked a little later than the rest of the week. All the tools and equipment had to be put away for the weekend. I walked in the front door shortly after six pm to find Mom sitting on the couch skimming through a magazine. The 50-inch TV was tuned to the local news but the volume was so low that it couldn't be heard. She turned her head in my direction and smiled hugely as she stood to show off her outfit for our dinner date.

The vision in front of me took my breath away. Her hair was swept back in a French braid, she wore tiny ruby-red earrings that matched the shade of her lipstick and a delicate strand of pearls hung around her neck. What really caught my attention was the way the knee high black dress clung to the contours of her body, accentuating her slim waist and full hips. The modest plunge of the neckline was just enough to show off the top swell of her creamy breast to perfection. On her feet she wore low-heeled black pumps that pushed the muscles of her calves up, giving her bare legs and covered buttocks just the right touch of firmness. Before me stood the most erotic woman I'd ever seen, and all I could do was stand there and stare with my mouth hanging open.

"Well silly, tell me what you think," she giggled at the look on my face.

"You...you...look absolutely beautiful Mom," I finally managed to stammer.

I saw her eyes dart to the front of my straining jeans then back up before she said, "Thank you, now come and help zip me up the rest of the way."

She turned her back to me and I could see that she'd only managed to zip the dress up to not quite the middle of her back. Stepping around the couch I came up behind her and grasp the tiny zipper in my hand. I watched in fascination as the two halves of the dress came together and hid the black bra under it. The back of the dress was high, and I noticed that the zipper started where the beginning swell of Mom's ass was. By the time I had it completely zipped the front of my jeans were straining a lot harder. I excused myself and took off for the shower.

Dressed in the only suit I owned, a navy-blue pinstripe, and a crisp white shirt, I went into the front room with the maroon tie dangling around my neck. Mom took one look at me and whistled before coming up to me and knotting my tie. The sweet smell of jasmine floated off her and into my nostrils for the second time that day.

"Your father could never get this right either," she chuckled, patting my cheek softly after fixing the tie. I caught a glimpse of mist in her eyes before she turned away.

"So Millie, you ready to go turn heads," I gushed with pride.

"Aren't you the grown up now, calling me by name. Why yes Robert, I am, although I doubt if I'll turn too many heads," she replied her eyes sparkling with mischief.

"What are you talking about? I'll probably have to fight off a legion of smitten fellas," I chuckled taking her hand in mind.

"Oh baby, if that were only true. In case you haven't noticed, your Mom's no spring chicken anymore," she made a clucking sound to emphasize her point.

"Mildred Baxter, you're the sexiest woman on the planet and don't ever think otherwise," I barked; her hand tightened on mine as we walked to my car.

We had dinner at Armando's Fine Italian Foods, a restaurant with an attached lounge to it. The pasta was great, and by the time we finished eating we had almost killed off a bottle of red wine that I'd ordered. Mom drank most of it since I was driving. Soft music coming from the lounge drew our attention. She was having too good of a time for me to let it end too soon, so I suggested we go to the lounge to relax. A suggestion she apparently liked. We ordered a couple more glasses of wine then settled back to enjoy the music. Halfway through the glass a particularly slow song came on and Mom asked if I would dance with her.

I led her to the small platform the place called a dance floor and swelled with love as she glided into my arms. With her arms around my back, her hands up on my shoulders, she let her head rest on my chest. We went around in slow circles, my hands softly stroking up and down her spine as several of the male patrons shot envious glances our way. Once, my hand slid down a little further than I'd planned. I felt the swell of her backside before I could jerk my hand back up. Mom snickered and moved in closer to me. I was pretty sure that she felt the bulge in my pants, but she didn't say anything. We stayed another hour, drank some more wine, and danced one more time before Mom wanted to go home.

My euphoria burst like a collapsing dam when we entered the house and found Becky sitting on the couch surfing through the TV channels. I'd forgotten that I'd given her a key so she could come over late at night and not have to knock to get in. A look of pure contempt on her face gave way to a small smile after I introduced Mom to her. She told Mom what a pleasure it was to meet her, and she told me that she'd see me in the bedroom.

With a timid look of embarrassment I said to Mom, "I'll shut the door."

"Please don't. I'll probably be out before you two even get started," she smiled widely at me.

"You sure?"

"I'm sure. Oh, before you go to bed I do need your help with something," she said softly.

"Okay. What do you need Mom?"

"I need your help in getting out of this dress," she said pointing toward her back.

"Right, the zipper. I forgot," I said following her to her bedroom.

Mom flipped on the light and walked over in front of a dresser with a large mirror. I stepped up behind her and felt my fingers start to shake as I lowered the zipper. I had only intended to pull it down low enough for her to finish the job, but the lower it went the more intrigued I became. First the strap and hooks of the black bra appeared and I continued to pull the zipper lower. When I'd pulled it down to just below her waist I could see the waistband of her panties. A little lower and I could tell that they were made of a sheer black fabric. By the time I had the zipper all the way down I could see most of Mom's ass crack through the sheer material.

"That's good sweetie, thanks, I had a wonderful time. Goodnight," she whispered keeping her back to me.

"Night Mom," I croaked, tearing my eyes off her ass and heading for the door.

For some reason, when I reached the hallway I turned around and stood there watching my mother undress. She reached up and pushed the dress off her shoulders and let it glide down her legs were it bunched up around her ankles. All of her panty-covered ass was revealed to my leering eyes. As she bent over to step out of the dress I noticed the panties had a solid black strip of material that completely covered her crotch. I also noticed that her thighs were toned and muscular, much more than women her age usually were. When she straightened up she reached both hands behind her back and undid the hooks of her bra. With a shrug of her shoulders the bra fell to the floor. Her reflection in the mirror stared at me as I tried to see her breasts in the glass. All I got was a brief glimpse of quarter-sized brown areolas before Mom's hands came up and cupped her tits. I wasn't sure, but I thought I saw that her nipples were stiff and aroused. I stared at Mom's face in the mirror as she stared back before she slowly turned to face me, her hands hiding her breast from view. She walked over and kissed me lightly on the lips."Goodnight baby, sweet dreams," she purred, then turned and went back to stand in front of the dresser leaving the door wide open.

My jacket, shirt, tie and shoes were scattered in the hall by the time I reached the threshold of my bedroom. On the bed in front of me Becky was kneeling with her ass at the edge of it, trying to pull back the covers. She had turned on the television and the blue glow glistened off the wetness of her hairless pussy. It was obvious to me that she'd started without me. She was so engrossed with her chore that she didn't hear me drop my pants and free my raging tube of flesh. She became acutely aware of it when I crept up behind her and jammed it all the way into her soaked cunt.

"OH FUCK!" she squealed as my cock slid roughly up her cunt and my pelvis rammed into her bony butt.

"A little warning next time, eh stud," she snickered as she began to push back against my frenzied thrust.

My balls battered her clit on each forward thrust, my hands holding her hips tightly as I pumped her viciously from behind muttering, "OH MOM, OH MOM, OH MOM."

"Oooogh, a little role-playing. Trey kinky, but I'll play along," Becky giggled.

"Who's your mama, who's your mama," she chanted each time her ass and my pelvis collided.

Each time she chanted 'mama' my cock would twitch and I'd try to go faster and deeper. The sloppy sounds of my balls bouncing off her wet clit rang in my ears as the vision of my mother's ass danced in my head. I was pile driving into her so hard that she collapsed on the bed face first, where the bunched up covers muffled her screams of pleasure. Crawling up and over her I continued to feed all eight inches of my rigid cock into her drenched hole until I felt her cunt clamp down and begin to contract.

"OHHH MOMMMMM!!!" I wailed. I unleashed the biggest flood of hot, sticky spunk into her quivering cunt that I'd ever shot at any one time.

As I rolled off her back, my deflating penis making a wet plopping noise as it popped out of her hole, I caught something out of the corner of my eye in the hallway. A ghostly white figure moved out of my sight so fast that I wasn't even sure I'd seen it in the first place. The sound of shuffling feet I was sure about though. Becky's usual peck on the lips was followed by a dressing down.

"Listen stud, I'm all for role-playing, but next time let's pick something a little less creepy. Okay?"

With that she was gone and I was left wondering if I had seen and heard what I thought I had. I waited until I heard the front door close, then climbed out of bed and padded naked to Mom's bedroom door. I don't know what I expected to see. I could just make out the lump of her body under the blankets and her terry-cloth robe lying on the floor next to the bed.

"Mom, you still awake," I asked quietly.

There was no reply. I stared into the darkened room trying to make out more detail, but gave up and went back to my room. My dreams were filled with images of Mom watching me in her mirror as her hands barely covered the lush ripeness of her breasts. A warm sweet smile played on her ruby-red lips.

The next morning I found Mom at the dining table sipping her coffee. I felt her eyes follow me as I fixed myself a cup, but when I turned around she was looking out the kitchen window. I gazed out it myself and saw the dark clouds growing thicker and more menacing. Sometime today we were going to be in for one hell of a storm I told myself. Thank God it was my day off. I joined Mom at the table, the crotch of my boxers sticking to my sweaty balls.

"How'd you sleep last night," I asked breaking the stillness of the morning.

"Like a rock. I think I drank too much wine; I practically passed out as soon as my head hit the pillow," she answered looking down into her cup.

"Becky and I didn't disturb you did we?"

"Not at all," she kinda whispered, still gazing into her coffee cup. Even with her head pointing down I was able to see the faint hint of color blush her cheeks.

"I don't think your little friend likes me very much," she said lifting her head up and gazing over at me.

"Don't worry about her, she was just jealous," I laughed.

"Jealous? Of what?"

"She didn't know you were my mother. She probably thought I'd picked you up and we were planning to...you know," I couldn't stop giggling.

"No, I don't," she replied, sounding genuinely unsure as to what I was saying.

"You know. The horizontal mamba...the beast with two backs..." I could feel my face flushing as I watched her eyes grow wide with understanding.

"Oh. Oooohhhh!" the color on her cheeks rose another shade.

Laughing I said, "Now you understand why she acted like she didn't like you?"

"Yeah, I get it. But for the life of me I don't know why she'd think that. She could clearly see that I'm old enough to be your mother," she said stone faced. Our laughter lasted a while.

"Nothing wrong with a mature woman, especially a hot mature woman," I told her trying to keep a straight face.

"So you like older women," she asked in a tiny voice, her eyes looking deep into mine.

"Woman. One very hot woman," I said reaching over and taking her hand loosely in mine.

"Oh my," she said pulling her hand from mine as she stood.

I watched her cheeks sway as she walked over to the counter near the coffee pot. When she turned around and leaned against the counter I noticed how loose the top folds of her robe was. I could clearly see the top swell of her breasts and a small portion of the valley they lay between them.

"You think I'm hot," she asked, studying me with her eyes as she steadied the cup in both hands and brought it up to her lips.

"Smokin hot Mom," I cooed, disappointed by the way she held the cup in front of her blocked my view of her chest.

"Oh pooh, you're just like your father, always the sweet talker," she giggled, her eyes full of humor.

"Be that as it may, it doesn't change the fact that I have the hottest Mom on the block. Always have," I countered, getting up and going to get another cup.

She almost made me drop my cup when she sat hers down then turned and wrapped her arms around my middle, hugging herself to my side. I could feel the softness of her boobs trapping my lower bicep between them.

"I know you're just saying that to make an old woman feel good, but thank you anyway," she said, her head resting on my shoulder.

"Mom," I blurted without thinking, "if you weren't my mother, I would have been on you like white on rice last night."

"Oh my," she said again, then picked up her cup and scurried off to her bedroom, closing the door behind her.

I felt like a complete jerk when I realized how uncomfortable I must have made her. I sat back down at the table to drink my coffee, and also to let the swelling in my boxers go down. Halfway through the cup I made myself get up and go apologize to her for being such a bad son. I knocked on her door, opening it only after she told me to come in. She was standing in front of the mirror brushing her hair, her eyes watching me in the glass.

"I'm sorry Mom, I shouldn't have said that," I said apologetically.

"Did you mean it...the part where if I wasn't your mother, you'd of been on me like white on rice," she asked, her voice neutral.

"Mom, I..." I was feeling my own discomfort now.

"Tell me the truth son. Would you have?"

Standing up straight I resolved to tell her the truth. "Yes, yes I would have."

"Well then I forgive you," she said, her reflection smiling brightly at me.

"Then you're not mad at me?"

"Quite the contrary. I'm rather flattered that a stud such as yourself would find me appealing enough to want to, how does it go? Oh yeah...jump my bones." Her use of the word 'stud' brought a brief memory of me pounding Becky's pussy from behind.

"MOM!" I cried, shocked to hear her speak this way.

"Oh relax Robby," she lightly laughed and came over and wrapped me in her arms. "I couldn't get mad at you for telling me that I'm still a desirable woman."

My love for her overflowed and I crushed her to my chest, messing up her freshly brushed hair as I ran my hand through it.

"You're suffocating me sweetheart," she mumbled against my chest before pushing herself away. "Now, what should we do today?"

"Anything you want to Mom," I answered fighting back tears of joy.

"With the way the weathers shaping up to be, how bout we just lay around on the couch in our pj's and watch movies. You do own a pair of pajamas," she inquired after letting her eyes dart down to the slight tent in my boxers.

"Sounds good to me, and yes, I think I have a pair somewhere in my room. They're probably pretty worn out though."

"As long as they're comfy who cares? It's just the two of us," she replied patting my chest with one hand signaling the end to our conversation.

I found a pair of pajama bottoms wadded up in the bottom drawer of my dresser. Upon examination I noticed the buttonholes that held the fly closed were really worn out. I told myself that I'd have to be careful or my dingus would probably fall through the opening if I moved the wrong way. I could have just put on some sweats, but the soft worn flannel of the bottoms was too hard to resist. I went to the bathroom for a shower and saw that Mom's door was shut. I wondered if she was going to wear her robe since I'd never seen her in pajamas of any kind. The shower felt great, and as a precaution I rubbed one out to make sure that my hormones didn't start acting up anytime soon.

Mom's door was still closed when I emerged dressed in a black t-shirt and the flannel bottoms. I went into the front room, turned on the TV and pawed through my collection of DVD's hoping I had something she would like. Unless Mom had become interested in action flicks, I could only find two that she might like, Sleepless In Seattle and You've Got Mail. I put the last one in the player and waited for her to join me. My couch has built-in recliners on both ends, which makes it impossible to place a coffee table in front of it. Something I never worried about since I didn't have one anyway. I do have little tables on each end for drinks and such however. I sat on the left hand side, put the TV and DVD player remotes in the middle of the couch, and kicked the recliner back.

I had been sitting there almost twenty minutes before I heard Mom's fluffy slippers coming toward me. I craned my neck around and watched as she rounded the couch. She was wearing a soft pink slip with a fairly low cut neck that didn't quite reach her knees. Two thin straps held it up, and by the way I saw her breasts jiggling I knew she didn't have on a bra. I didn't know if she was aware of it, but another thing I noticed right away was I could see the faint brown of her areolas through the silky fabric. When she sat down the slip hiked up exposing a generous portion of her thighs. I just sat there like a fool admiring her legs before she brought me back to earth by asking what we were going to watch.

"I like those movies," she said happily, crossing one leg over the other and kicking her recliner back like mine.

"Before we start, can I ask you something Mom?"

"Sure," she replied.

Bringing my eyes back down to her legs I asked, "How have you kept your legs looking so good?"

"These old things," she said, lifting the leg closest to me in the air and running both her hands along the calf muscle. My eyes were glued to the inside whiteness of her other legs thigh.

"After your Dad died I started going to the gym to fill my day. I went every day up until the day I moved here with you," I could hear the pride in her voice as we both admired her shapely leg. I could also hear the loneliness in her voice when she'd mentioned Dad.

"The gym did you good, you have gorgeous legs," I softly said.

"There you go again, you sweet talker you. Stop ogling your mothers legs and start the movie," she giggled, placing her leg back over the other one.

Halfway through the first movie the rain came. At first it was just a light shower that fizzled out after fifteen minutes. We took that time to grab a couple of sodas from the fridge. I sat back in my seat and when Mom placed hers on the table next to me I gave her an inquiring look.

"I'm getting a little chilly. Do you mind if I grab a blanket and stretch out with my head on you," she asked.

What she was asking almost didn't register in my brain. She was leaning over with her hand still on her drink, the neck of her slip drooping down in front of her. The view I had went past the beautiful valley of her hanging tits all the way down to the sweet swell of her mature soft belly. I caught a brief glimpse of curly brown pubic hair below her tummy before she straightened up and asked me again.

"Yeah, uh, sure," I stammered. I put the remotes on my end table and waited.

I had to recline my seat all the way back when Mom returned from the bedroom with a small throw blanket. If I hadn't she would have had to put her head in my lap instead of on my stomach, an idea I wasn't keen on since my boner hadn't gone down yet. She lay on her side with her legs curled up, her head on my upper abdomen with one arm tucked under her and the other she hugged to her chest. I managed to throw the blanket over her and we settled down to finish the movie. Occasionally she would reach over me for her drink and mash her bottom-side breast into my ribcage. My boner remained defiant, refusing to deflate no matter how hard I willed it to. As long as we were lying there it wasn't a problem. But when the first movie ended I was relieved when Mom got up and put in the other one. This time when she lay back down she rested her hand in the middle of my thigh. Just as the warmth of her hand seeped through to my skin the heavens opened up and rain came pouring down in buckets.

I don't know about anyone else, but the sound of rain battering against the roof puts me in lalaland. Apparently it does it to my mother also; I heard tiny snores coming from her right before my eyes grew too heavy to keep open. Visions of Mom's dangling tits played out in an endless loop in my head as the rain pounded the roof of the old house. Thunder roared in the distance but failed to wake me from the pleasant sleep I was experiencing. Even the feel of something warm and soft wrapped around the shaft of my cock failed to disturb my slumber.

The sound of Becky shrieking did wake me. My eyes snapped open and I saw her standing in front of the couch screaming at me. Her hair was plastered to her head and she looked pissed. Water rolled off her onto the floor and I wasn't sure if her trembling was from rage, or if it was because she was soaked to the bone. Mom's head shot up off my stomach just high enough for me to notice that my cock had slipped through the fly of my flannel bottoms. That wasn't the thing that shocked me however. The fact that my cock was so hard that pre-cum was dripping from the head, and that Mom's fingers were wrapped around my pulsing shaft did.

"You fucking pig! First you make me play that disgusting role-playing game last night, and now, I see it looks like you really are fucking your mother! That's just sick, you fucking pervert," Becky rambled on.

All I heard was, "Blah, blah, blah." My mind was only registering the warm sensation of Mom's hand on my cock. Mom must have been in shock too, because she didn't move a muscle as Becky's tirade continued.

"After all the lovin I've given you, you go and throw it all away by humping your own mother! Well buster, you're not poking this pussy anymore," she spat, throwing the key to the house onto the floor and storming off.

The last thing I heard her say before the front door slammed shut was, "You two are freaks!"

"Wow, she sounded upset," I couldn't help but say.

My remark snapped Mom out of her trance, and when it dawned on her that she was clutching my cock she yanked her hand off it like she'd been burnt by its touch. She bolted upright on the couch and swiveled around to stare into my eyes.

"Oh God Robby I'm so sorry. I didn't know I was...I was...touching you there. Please forgive me," she begged bring her trembling hands together in front of her mouth.

Sitting up I reached over and pulled Mom's head against my chest with her face pointing down to my lap.

"It was an accident Mom, don't worry about it," I soothingly repeated until she seemed to calm down some.

"Robby?"

"Yeah Mom?"

"Sweetie, I truly am impressed, but don't you think you should tuck that thing in now?"

She laughed all the way into the kitchen after she'd watched me frantically trying to stuff the beast back into its cage. She brought sandwiches and fresh soda and we curled back on the couch, me on one side and her on the other, and filled the rest of the day by watching some of the worst shit imaginable. Mom did ask about Becky once.

"What's going to happen between you and your little friend now?"

"Hopefully she'll find someone else to take care of her needs," I answered nonchalantly.

"I take it you weren't in love with her then," she asked.

"Oh God no! We just used each other to relieve tension is all. Besides, she's married," I said waiting for what I expected to come next.

Instead of a speech about the pit-falls of getting involved with a married woman she just snickered, "Well, a handsome guy like you shouldn't have any trouble finding someone else to help you with your tension problems."

"I'm taking volunteers," popped out of my mouth before I could stop it.

"Robert Baxter! Shame on you. Although, after what I saw today, if I wasn't your mother I'd be on you like the speed of light squared," she cackled mirthfully.

"E=mc2, kudos for the brainiest reference Mom," I laughed back.

There was a lull in the storm later that evening, but when it returned Mom slid over and snuggled up to me. She covered us both with the blanket and propped herself against my side with my arm around her shoulder. Without realizing I was doing it I let my fingers draw little circles on her upper arm. The feel of her skin was warm and soft to the touch. As my fingers rubbed they slowly slid forward, and before I knew it I was actually rubbing the tips of them against the side of Mom's boob. When she didn't say anything I became emboldened. Gradually I inched my fingertips forward until they were barely touching the crinkled flesh of her areola under her slip. A sudden shifting on her part brought her nipple directly under my fingertips. It was hard. As gently as I could muster, I rubbed the stiffness and felt it get even harder. This went on for a few minutes before she moaned softly, excused herself saying she was tired, and went into her bedroom. I didn't hear her door close.

I had to sit there for quite a spell before enough blood drained out of my dick to allow me to walk without it pointing the way. I shut everything off except a small light over the stove. It was just enough light for me to see down the hallway and not run into the wall. Mom's door was open and as I got next to it I peered in. A spark of lightning outside her window lit her room up enough for me to see her curled in a ball on top of the covers.

"Mom, you okay," I asked concern in my voice.

"I'm fine son, go on to bed. I'll see you in the morning," she said sounding far off.

"Okay. If you need me for anything holler," I told her not really wanting to go.

"I will. Goodnight Robby."

"Goodnight Mom," I said, then went into my room and crawled naked under the covers.

I had no idea what time it was when the repeated calling of my name finally woke me. Outside the storm raged on, loud booming crashes of thunder followed by dazzling displays of lightning that lit up my room for several seconds at a time. My eyes opened halfway just as another streak of lightning lit up my room, casting eerie shadows in every direction. Mom was standing by the side of my bed and it looked to me like she was shaking all over. I sat straight up letting the covers bunch in my lap.

"What's wrong Mom," I asked worried that something bad had happened.

"I'm scared and I can't sleep." She sounded like a frightened schoolgirl.

The thought of how ironic this was almost made me laugh out loud. When I was little storms like this would terrify me, and I'd always go into my parent's bedroom and say just about the same thing Mom had just done. Mom would lift the covers and allow me to snuggle into her protective warmth. Turn about was fair play, so without thinking I held up the covers so she could crawl into bed. Just as she was about to, another streak of lightning lit up the room and she froze. I saw where she was looking and it dawned on me that I was naked; I dropped the covers enough to hide my privates.

"Sorry, I forgot," I stuttered. "My pajamas are on the floor somewhere, mind handing them to me?"

She had to wait for another bolt of lightning to light up the room before she was able to find them. After tossing them to me I lay back and struggled into the legs before lifting my hips and pulling them the rest of the way up. That done I once again held up the covers and felt her crawl in next to me. The sweet soft fragrance of jasmine filled my nostrils as she turned her back to me and settled in. I stretched out on my back with my hands behind my head, our bodies barely touching. I could feel her shiver every time the thunder boomed.

"Honey," I heard her whisper after about ten minutes later.

"Yeah Mom?"

"Would you hold me, baby," she asked in such a low voice that I barely heard her.

I immediately regretted not having at least tried to fasten the buttons on the pajama bottoms. As soon as I flipped onto my side facing her, my soft cock flopped out the fly and pointed down at the mattress. I knew it would be useless to go ahead and button up; they would just pop back open anyway. The best thing I figured I could do was not get too close to Mom's back. I stretched my bottom arm under my pillow and lay the one on top over her waist with my hand just reaching the softness of her tummy, leaving a small gap between us.

"Tighter sweetie," I heard her softly say.

I grabbed the edge of my pillow and moved it so it was over the edge of hers, and then I inched towards her until her back and my front meshed in all the right places. She was in a fetal position with her knees up, and when I scooted over putting my knees behind hers my cock made contact with her slip-covered cheek. The silky fabric felt good on my skin and I snuggled even closer pressing my dick harder into the softness of her bun.

"Better," I asked, reaching up and combing my fingers through the hair on the side of her head.

"Ummm," she murmured.

Slipping my bottom arm back under both pillows I let my other hand fall onto the soft skin of her upper arm. I began drawing tiny circles just like I'd done earlier, my face resting next to the back of her neck. Without even thinking about what I was doing I reached up and swept her hair away from her neck, and then planted a couple of feathery kisses at the junction where her shoulder and neck met. A soft moan escaped her lips and I brought my hand back to resume drawing circles on her arm. I widened the loops of the circles toward the front of her until I was once again drawing them on the side of her breast.

"That feels nice," Mom whispered shifting her shoulder back and placing her hand flat on the topside of my thigh.

With her shoulder back I was able to reach the front edge of her slip where it started to cover her chest. I let my fingers linger there pushing the fabric further away on each pass. The touch of her skin and the heat of her body pressed against me had the blood filling my cock in a hurry. Spooned up against her I rotated my hips until my hardness slid along the silk of her slip until it pushed the fabric into the crack between her cheeks.

"Baby...you shouldn't be doing that," she moaned, pressing her ass back against the heat of my cock at the same time.

Nuzzling her neck and raining tiny kisses along the top of her shoulder, I reached up and lightly pulled the strap of her slip down her arm to her elbow. Next I placed the palm of my hand on the top swell of her breast and slid it downward pushing the slip off her tit as I did. I felt the stiffness of her nipple scrape across my palm as my hand replaced the fabric that covered her left breast. Her nipple grew even stiffer as I ran my fingertips over the top of it. Cupping her shoulder and sliding away from her slightly, I gently urged her onto her back. With the flashes of lightning I was able to see that she was staring up at me as I propped my head up with my hand. I was also able to catch glimpses of the crinkled skin of her areola and pointed nipple. She let the arm closest to me fall between us and I felt her hand land on my cock. Her other hand came up and cupped my cheek tenderly.

"Oh Robby, we can't do this. It's wrong, so wrong," she said, even as her grip on my dick tightened.

"I love you Mom. I just want to make you feel good. Is that so wrong," I whispered as my hand roamed over her chest then slid under her slip and cupped her other breast.

"Ahhh," she sighed as I pinched her nipple making it get as hard as the other one.

I played with her breasts one at a time, squeezing first one then the other before I leaned forward and captured the closest nipple in my mouth. My tongue drew more circles around the brown circle of her areola before I sucked her stiffened nipple into the heat of my mouth. Her hand began to rub up and down on my shaft in shaky jerks. The harder I sucked her nipple, the faster her hand moved on my cock. With her tit in my mouth I moved my hand down the front of her, sliding it lower and lower until I reached the hem of her slip on her thigh. Thunder boomed making her jump just as my hand traveled back up her thigh and under the part of her slip that hid her mound. My fingers raked through the hair covering her sex and found the nub of her clit peeking from its protective hood.

"Oh baby stop...we can't... do this," she panted as I bore down on her clit with the tip of my index finger.

Pulling my mouth off her nipple I lowered my lips to hers. There was no use of tongue, just a soft passionate connecting of lips. She didn't respond for a second or two, and then her hand snaked around to the back of my head and pressed my lips harder onto hers. My finger left her clit and slid down between the slick lips of her pussy and burrowed into her moist tunnel. Her tongue shot out and forced its way into my mouth as she began to kiss me with greedy abandon. I worked my finger in and out of her increasingly wet pussy faster and faster.

"Oh my God. Oh my God. Oh my God," she chanted thrusting her hips upwards burying more of my finger into her heat.

"That's it Mom, let it go," I whispered encouragingly into her ear as I inserted a second finger.

"OHHH HONNNEEEYYYY!!!" she screamed as juice poured over my fingers and her thrusting hips slowed down and then stopped moving.

I slowly pulled my soaked fingers from her twitching pussy then brought them up to my mouth and sucked her juices from them. Lightning lit up the room and I saw her eyes watching as I licked the last drops of her tangy nectar from the insides of each finger. She still had a grip on my cock, but her hand had stopped stroking a while ago. Her hand slipped off as I rolled over onto my back and stared at the shadows on the ceiling, listening as she tried to bring her breathing under control.

"God, what have we done," she quietly asked.

"Nothing wrong, Mom," I told her reaching over and taking her limp hand in mine.

"How can what we just did, what I allowed us to do, not be wrong? You're my son for Christ sake," she countered.

"Come here Mom," I whispered coaxing her into my waiting arm. She snuggled up against my side and rested her head on my chest.

"You didn't do anything wrong Mom. All you did was allow yourself to enjoy the pleasures I offered. It's not like we had gone all the way, now is it?"

"But..." she sobbed.

"But what, Mom?"

"I feel so dirty," she moaned.

"Why," I asked.

"Because...because I would have gone all the way. I would have let you make love to me," she whispered into my chest.

"And I would gladly accepted your gift of unconditional love Mom, but only if and when you are ready to give it. For now, just let your boy take care of your needs, that's all I ask."

"You don't find the idea of having sex with your mother wrong, or disgusting as your little friend called us?"

"Can I tell you something Mom?"

"Of course," she answered.

"Ever since I was able to see you as a woman, not as just my mother, I've wanted to have sex with you. Even to this day when I'm with some woman I picture your face as we do the deed," I told her, expecting her to be shocked.

"I kind of figured that out when I heard you shouting 'Mom' while you damn near killed that skinny girl with your enthusiasm," she chuckled lightly.

"So, you were watching. I wasn't sure," I said smiling at the memory.

"Can I tell you something Robby?"

"Anything."

"I feel so naughty telling my son this. Anyway, I've watched you and that girl several times," she snickered.

I stroked her hair and asked, "Did you like what you saw?"

"Yes. I...I couldn't stop wishing it were me riding you instead of her. I'd get so wet that I had to go to my room and play with myself until I had an orgasm. But that's as far as I thought I'd take it, just harmless fantasizing."

"Now that it's gone beyond fantasizing how do you feel?"

"Confused. Part of me wants to die for what we just did, but another part of me wants to feel you deep inside. Does that make any sense to you," she asked, her hand inching down toward my semi-hard cock.

"I understand, and I'll never push you into something you're not ready for. Just know that if you need any stress relief, I'll gladly volunteer." We both got a chuckle out of that.

"Maybe we should get some more sleep. Do you mind if I hold you while we sleep?" I didn't understand that what she meant was, she wanted to hold my cock, until her fingers wrapped around it.

"Sweetie, can I ask you one more thing?"

"What's that Mom?"

"Did you enjoy the taste of me on your fingers?"

"Very much so. But it'd been so much better if I could have gotten it directly from the source." I felt her quiver as her hand tightened a little more around my shaft.

Sometime during the night the storm had faded into a minor drizzle. My eyes fluttered open then squinted from the brightness. I was alone. I couldn't help but wonder if what had happened had just been a dream caused by my desire for my mother. Rolling over on my side I caught the scent of jasmine that lingered on the other pillow. My eyes opened completely and my dick twitched as I brought my hand up to my face and sniffed. The musky smell of pussy, Mom's pussy, was still on my fingers. I had a hard time stuffing my cock back into my pajamas on the way to the bathroom. Even after my bladder was emptied I had to tuck myself back in twice before I reached the kitchen.

Mom was standing at the counter holding her cup of coffee in both hands as she stared out the window at the drizzling rain. She had a towel wrapped around her head and was wearing her worn out terry-cloth robe. She must have heard me approach, because she didn't flinch when I placed my hands on her shoulders and gently began to knead them. She smelled as fresh as the morning.

"Mmmmm," she murmured as my fingers worked her shoulder muscles.

"Just get out of the shower," I asked, gazing out at the rain.

"Uhuh," she said as she took a sip.

"You smell great Mom," I told her.

"Listen, Robby," she began before putting her cup down and turning around to face me. "What happened last night was a mistake. I was just being a foolish, lonely old woman that let things get out of hand."

Stepping in closer to her, I put my hands on her hips and said, "Were you?"

"I..." she started, her bottom lip quivering slightly as she gazed into my eyes.

Tilting my head I brought my lips down tenderly onto hers cutting off any further words of protest. I held my lips on hers and was rewarded with the feel of her arms going around my neck and the sweetness of her returning my kiss. Our kiss went on and grew more passionate; our tongues began to hunt for each other's. My hands slid around the front of her robe and untied the sash that held the halves together. When we finally broke the kiss I stepped back slightly and parted her robe. Her hands slid down the front of my chest until they reached her sides and hung there unmoving.

My eyes feasted upon my mother's loveliness. Her breasts were ripe and full with just a hint of drooping, her areolas small crinkled circles of brown skin topped with erect dark- pink nipples. She didn't try to stop me as I placed my lips between their fullness and used my hands to squeeze them against my cheeks. Pulling my lips back, I squeezed the globes closer together until I was able to suck both nipples into my mouth at the same time. I heard her gasp and felt her fingers entangle themselves in my hair at the back of my head. The longer I sucked the harder she pressed my lips onto her.

"Oh Robby, oh son, what are you doing to me, " she whispered, her breathing growing erratic.

Releasing my hold on the sides of her tits, I kissed each nipple once more before making my way slowly down over the tiny soft swell of her belly. I ran my tongue into her belly- button before sliding it lower, my hands holding her soft mature hips gently. My knees finally touched the floor and I came face to face with her essence. She had a neatly trimmed patch of brown hair covering her mound that slid up under her and covered the outer folds of her pussy lips. Her inner labia hung down past the folds just enough to be visible; their edges tinged a light brown. I could see her pinkish clit peeking out as I brought my mouth forward and captured it in my lips. Her hands pushed on the back of my head as I snaked my tongue out and parted the fur-lined outer folds and licked ravenously at the center of her being. Her breathing was becoming ragged and her hips were pushing her cunt into my mouth with ever increasing force.

"Not here baby," she whimpered pulling me to my feet by my hair.

When I reached my feet she grabbed my hand and pulled me toward the bedrooms. Halfway there she dropped my hand then reached up and pushed the robe off her shoulders. She flung the wet towel from her head over her shoulder at me. I didn't know it could, but my cock got harder still when I watched her juicy ass jiggle down the hallway. I almost broke my neck shedding the pajama bottoms on the run. I reached my room in time to see her spin around and fling herself backwards into the middle of the bed. She was giggling like a schoolgirl and watching me with lust crazed eyes.

I reached the edge of the bed, my pulsing cock sticking straight out in front of me, and looked down at her. She stopped her nervous giggling, raised her knees and spread her legs as wide as she could. Next she took her hand and placed two fingers into the softness of her slit and scissored the fingers apart. Her inner and outer lips flowered open showing me the pink entrance to her wet, slick tunnel. I crawled up on the bed sliding between her firm creamy white thighs, my cock dangling at just the right angle for the head to slip between the folds of her moist cunt.

"Be gentle with me son," she moaned as her arms wrapped around me and pulled me down on top of her.

As my weight settled down on her, flattening her breasts between our bodies, I felt the head of my cock slip deep into her snugness. Pushing slowly forward I slid the rest of the way in until I felt my balls settle on the soft round cheeks of her ass. She pulled her lips from mine, grunted once, then raised her head to the side and sank her teeth gently into my shoulder. I pumped my hips backwards until I almost fell out of her, and then slowly pushed back in. I did this about ten times before she stretched her legs out and under, forcing my legs to the outside of hers. This increased the tightness around my shaft and also allowed her clit to ride the top of my cock at all times. I wasn't able to push my entire dick into her in this position, but the sensation running along my cock was like no other that I'd ever felt. The feel of her hard clit scraping the top of my cock, coupled with the tickle of her fur around the sides of it was fantastic. I latched onto the side of her neck with my mouth as we pushed and pulled against each other at a leisurely pace.

"So good, so good," she chanted as her upward thrusting began to become more forceful.

I matched her force, and in no time we were fucking faster and faster. She rained tiny kisses all over my face as her fingernails raked down my back. I slid my hands up under her until I could grasp her ass.

"Yeah baby, that's it, I'm so close," she cried into my ear.

Spurred on by the sounds of her throaty cries I forced my feet between her closed legs. As soon as she spread her legs wide open I propped myself up on my arms and began to hammer my cock into her cunt mercilessly. The sounds of my balls slapping against her butt increased my urge to piston faster and faster into her soaking wet hole.

"Uuuhhhhgggg shit! Oh God baby, now, do it now. Fill me son," she wailed her face contorted in ecstasy.

I jammed my cock into her cunt as far as I could get it and held it there, a flood of thick hot spunk shooting out of me in globs.

"I love you Mom," I groaned as Mom's pussy milked the last rope of sticky semen from my balls.

As we lay in each other's arms a short time later I couldn't remember a time when I'd ever been happier. Mom's head was resting on my shoulder and her warm soft tits were pressed against my side. She was lazily running her fingertips from my chest to my stomach in large gentle circles.

"Are you still lonely Mom," I finally asked.

"No honey, not anymore. I'm just worried," she replied in a low voice.

"About what," I asked.

"Now that you've tasted the forbidden fruit, and fulfilled your fantasy of having sex with me, I'm just worried that you won't want to keep eating the same old fruit."

Reaching down I placed my fingers under her chin and lifted her face to mine so she could see my eyes.

"I love you with all my heart Mom, and if you'll let me show you, I guarantee you'll never be lonely again," I whispered.

"You really mean that, don't you?"

"Just give me the chance to prove it, you'll see," I said. I could see the doubt in her face disappear.

She laid her head back on my chest and let out a happy sigh before asking, "How many times a day can you prove it?"

"As many times as you want," I chuckled reaching down and cupping one of her breasts.

"You know that things will never be the same as they used to be," she told me softly.

"No, no they won't. They'll be better from now on Mom."

"You know, I was thinking I'd like to eat something new for lunch today. Something I've never had before," she purred, as her fingers lightly trailed over my expanding cock.