The Mom Memories: Craig's Story
byalwayswantedto©

This is Craig's story started in Chapter 14, continued in 15, and finished here (see author profile for a chapter summary).

All characters are 18 years or older.

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Part 1 from Chapter 14.

Hi. I'm Craig, and my mom's name is Myra. Before I start telling you about us, let me give you a bit of background. My Dad and Mom have been together for 26 years, three years of dating with my father trying to convince Mom to marry him, followed by 23 years of marriage. I'm twenty. My mother stopped working just before I was born and never went back. They met while both worked at medical supply company, he in management and she in sales. Dad now runs one of the regional divisions. Looking at my mom, you would notice that she is attractive but you'd also get the feeling that she was once a real 'looker'.

My parents seem to operate in separate worlds and pass by each other cordially but as if they're living in different dimensions. I have always been closer to my mom, partly because his career has always been my dad's abiding interest. I went to work there one summer, against my wishes and I think Dad's too. I discovered that my dad still has a taste for lookers and has no end of attractive and ambitious young women willing to provide the fruit. Dad didn't try to argue me out of quitting after only one month and agree to fund me as if I was working to stay home and write, upon my mother's insistence.

So I spent my next summer at home, writing whatever I felt like, and hanging out with Mom. Although she never mentioned it, I think Mom knew about Dad's extracurricular activities and was hurt by it. Very attractive women generally find this kind of thing harder to handle but Mom didn't seem to care, and was more interested in ensuring that her life unfolded the way she wished it to.

Anyway, after that summer, Mom asked me to accompany her to Miami Beach to visit her elderly parents over the Xmas holidays. Now, I would have much rather stayed home but felt that I owed Mom and I also didn't want to chance an embarrassing encounter at home with my Dad and a 'guest' or to become mired in a quandary of whether to keep it a secret or not. So I left the cold weather at home for the sunny heat of Miami Beach but carried the dread of living for several weeks in my grandparents stifling apartment and hearing stories of my mother's toddler years for the fiftieth time.

As soon as we got on the plane Mom seemed different, starting with the summery dress she unveiled when she stuffed her coat in the overhead compartment. I noticed the glances of several male passengers as she struggled to remove her coat and how they lingered when she reached up to access the overhead, but she was oblivious to their looks. She was in a mood to chat so I put my book into the seat pouch and waited for her to tire, but she didn't, and was still yakking away when we picked up the rental car.

Instead of going straight to her parent's place, Mom stopped for a late lunch and a drink. I was surprised because her parent's would know what time the plane was due and how long it should take to drive to their place. Even twenty minutes late would require an explanation but Mom insisted on stopping. And that's exactly what happened.

The afternoon and evening were painful. Nana insisted that I sleep on the couch which was a further pain since they were up by six in the morning. While Mom got to sleep in, I had to listen to gossip about the other tenants they'd known for thirty years or more and had been having the same beefs about for all that time.

The day passed slowly, but fortunately I was able to read most of the time after Mom woke up. Gramps insisted we go out for dinner which was four in the afternoon, because he wanted to be home for the news and into bed by eight. At dinner, Mom insisted that they bring a cot from their storage room for me to sleep on in her room. Thank you, thank you, I signaled Mom, knowing I too could sleep in the next morning. Mom and I spent the evening watching a movie after her parents went to bed. It was a very nice time, Mom and I whispering during commercials in the darkened living room so as not to disturb Nan and Gramps.

After the movie, Mom told me to get changed and then into bed so she could do the same. The cot was across the wall at the end of the bed, and I faced away when Mom came in to get undressed but she started talking to me as soon as she came in, complaining she couldn't hear me when I responded to her as she wandered in and out of the ensuite.

"Turn around, Craig. I can't hear you."

So I did. Amazingly, Mom was still fully dressed, walking slowly out of the bathroom, her head cocked to one side as she removed her earring. I was struck by the youthfulness of her figure, silhouetted against the light of the bathroom light behind her. There is something intrinsically feminine about a woman removing her paraphernalia that creates a numb feeling in your chest if not an erotic sensation elsewhere in your body. I experienced that feeling watching Mom saunter out, dropping her earring on the table beside the bed before she sat on the edge of the mattress. She cocked her head the other way to remove the other earring and placed it beside the other.

Still chatting to me she stood, quickly pulled her dress up to the top of her legs and deftly slipped her hands up underneath and then down, sitting in one fluid motion as she brought her pantyhose down to her knees in a well practiced movement. Continuing to talk, Mom raised each foot in turn, pushing her hose down her leg and off her feet. It was a delicious thing to watch and the practiced efficiency couldn't erase the femininity of the moment and the realization that this wasn't just my mother but an attractive and assured woman. I felt blessed to experience my mother in this casually intimate fashion.

With the pantyhose caught on the end of her toe, Mom swung her leg to the end of the bed near me and let it fall to the floor. She glanced up and our eyes met, mine spellbound and her sparkling with mischievousness.

"Nana used to harp at me all the time when I lived at home, 'How can you live with stuff all over the floor?', it really used to bug her," Mom laughed.

I laughed too, hopefully convincing Mom that it was the discarding of her clothes on the floor that I was looking at and not her well-formed, muscular legs.

Mom stood and reached behind to unzip her dress but after a feeble attempt to undo the hook behind her neck, something I'm sure she managed to do all the time, she backed up to the cot and knelt on one knee in front of me.

"Can you unhook me, dear?"

I sat up, released the little hook and waited, catching her by the outside of her shoulders when she wobbled on her knee.

"Unzip me please."

Holding her left shoulder, I pulled the zipper slowly down, past the back of her bra, following her spine to the small of her back.

"Thanks sweetie." Mom's voice was soft as she struggled to her feet. Walking toward the bed, she paused, slipped the dress off one shoulder and then the other before allowing it to fall, stooped and held the dress in one hand at knee height. Each buttock was independently emphasized as she stepped out of the dress and then tossed it to sprawl carelessly on the chair near the window.

Mom turned her head sideways with a smirk on her face, as if to say 'Take that' to Nana, but she didn't turn far enough to make eye contact with me before moving slowly forward wearing just her slip. She paused again in the doorway and lifted the slip to remove her panties, sliding them down to her knees and then leaning against the door jamb while she raised each foot in turn to slip them out of the panty legs. The panties were dropped on the floor beside the door.

Mom stepped through the door to the sink and bent over to brush her teeth but I could see her in the mirror on the door, the slip stretched tight across her buttocks emphasizing the outline of her cheeks and the dark line between them. I saw her face in the mirror as she bent down, her eyes briefly making contact with mine and I blushed, realizing she knew I that I was watching her. Nevertheless, I couldn't look away, noting how her bottom moved and bulged as she shifted her weight from one foot to the other.

When she finished doing her teeth, Mom started talking again which at least gave me an excuse to be looking at her as she sauntered back into the room, looking gorgeous silhouetted against the bathroom light behind her. I tried not to let my eyes roam over her body but I don't think I was very successful with that. Mom stopped by her bed and turned back the covers while she chatted away. I was happy just to listen, nod and look at her.

After a minute, Mom paused and said, "Can you cover your eyes for a minute, honey? I forgot to take my bra off. Put your hand over your eyes," she added as I turned around to face the mirror on the wall behind the cot.

Covering my eyes with my hand, I managed to peek through my fingers, watching Mom slide the straps of the slip off her shoulders and push it down past her bra. My hand was shaking as she unsnapped the bra and pulled it off, her medium sized breasts first flopping down and then bouncing back, slowly settling into a nice prominent jut from her chest. It must have felt good to be free because Mom sighed and stretched, arching her back in a long bend that emphasized the quality of her tits. Relaxing, she reached down for the straps to pull her slip back into place.

I immediately opened my eyes, catching her with one breast still free for a brief few seconds as she turned back toward me to pull the strap up on that side.

"Oops," Mom laughed. "Too soon, I guess."

"Sorry Mom," I apologized.

"Oh, don't worry about it," she said, walking over to me and bending down to me goodnight, her breasts falling against the front of her slip, nipples pressing strongly into the silky fabric.

Mom walked back to turn off the bathroom before getting into bed. She continued to chat for a long time before finally going to sleep.

I tried to wake up early so I could watch Mom get dressed but when I opened my eyes, I was alone. I got dressed and wandered out to find Nana and Mom having breakfast, both fully dressed. Gramps was already out for his walk.

We hung around until after lunch and then Mom said she was taking me shopping. When we got in the elevator, Mom punched the button for the floor just below us. When the door opened and closed, she flicked the switch to shut if off.

"Here, hold this," she said, handing me her purse and started undoing the buttons on her blouse. Shocked, I blushed and turned away. Mom explained as she undid the bottom few buttons on her blouse. "I can't wear a bra around all day in this heat, but you know Nana."

She pulled her blouse open and undid her bra, then awkwardly twisted and pulled until she was able to extract the bra. Though I had turned sideways, I still managed to get a glimpse of her tits, especially after she held her bra out for me to take, allowing me to turn a little more toward her. By the time she buttoned up the final few buttons, two fewer than she'd undone, I was almost facing her square on. Silently, I handed her the bra and she stuffed it into her purse before turning the elevator back on.

Of course, you know where my attention was for the entire afternoon. Mom dragged me shopping and tried on lots of clothes, inviting me to pay close attention to how well each dress, skirt, or blouse fit, a task I felt obliged to do with some degree of enthusiasm. By the time we went back to Nana and Gramps' the blood was flowing easily through my veins. I had spent ours ogling my mom, at her request.

There was a large group of old folks in the lobby and a bunch of them decided to get in the elevator with us. We were pressed to the back, both of us holding bags of Mom's finds from the afternoon. I had gone to the middle, holding bags on both sides, and Mom stepped in right in front of me, moving back as more people crowded in until she was pressed tight against me.

We must have stood like that for almost a minute before someone remembered to push the buttons. Having been primed by the afternoon's observation activities, it didn't take long for me to react to the soft feminine pressure of my mother's bottom. There wasn't anything I could do except hope for lots of raisins to get off on the first stop so Mom could step ahead and put some space between us.

Of course, only one or two got off on each floor, and we had to repeat the process of forgetting to start the elevator on its way at each stop. I was sporting a noticeable boner by the time the third group left. Though there were now four fewer people in the elevator, Mom hadn't given me anymore room. There were only two old ducks left by the time our floor was the next stop. Of course, they then recognized Mom and a little chat ensued. I thought I was done when Mom waved her hands as she talked, moving her butt around on my front. It was lovely and agonizing at the same time. I didn't ever want it to stop at the same time my mind was screaming for her to get her ass off my dick before I soaked us both.

Finally, I said in desperation, "Mom."

"Oh sorry, dear," Mom looked back at me. "I guess we'd better get going." She then leaned forward, not stepped mind you but leaned forward, to push the button for our floor, her ass digging against my inflamed member. When the door opened, I squeezed out from behind Mom and shuffled quickly down to Nana and Gramps' place, knocking on the door as Mom finally exited the elevator, still chatting to the two old ladies.

"Sorry honey," Mom apologized as she hurried to catch up to me. "They can really get going, can't they?" Then, looking concerned, she asked, "Did you need to go to the bathroom?"

As soon as we got in the door, I remembered that Mom wasn't wearing a bra and held up my bags to block Nana's view of Mom, commenting that Mom really had to go. Mom realized what I was doing and I really earned some brownie points keeping my grandparents busy while she scooted into the guest bedroom to 'fix' herself. I wished I could have been there to watch.

I won't bore you with details of dinner and the early evening. Suffice it to say that, despite the long afternoon of watching Mom, I hadn't tired of it and helped myself to several eyefuls as Mom showed off her new purchases. After my grandparents went to bed, I settled in to watch some TV but Mom suggested we retire to 'our' room to read and chat about what to do the next day. I couldn't help running my eyes up and down her body as she walked in front of me.

As soon as I closed the door behind me, Mom started undoing the dress she had last put on to show Nana. I sat down on the cot and watched her, forgetting myself since had been doing that all afternoon. I guess it seemed natural to Mom too because she continued to undress in front of me, casually removing her dress and pantyhose, talking about this and that, not minding that I wasn't contributing anything more than the odd nod here and there.

Then an amazing thing happened. Mom went into the bathroom and wandered back in almost immediately, carrying some skin cream with her. But here's the thing. She slipped the shoulder straps of her slip off her shoulders, like the night before, but without first asking me to cover my eyes. As if it was perfectly normal, as if she were standing in front of Dad, she pulled her slip down to her waist and unsnapped her bra, pulled it off her breasts and slipped her arms out of it, and tossed it on the floor behind her. For a moment, she simply stood in front of me, slip dangling from her waist, breasts jutting out proudly straight at me. Without any acknowledgement that this was inappropriate or a mistake, she turned sideways to face more than halfway away from me, arched her back and stretched so I could see the her right breast lift from her chest, and sighed, just as she had last night.

Mother fucker.

Slowly straightening up, Mom lifted the slip back into place but before turning around, she grasped its hem and wiggled her hips, pulling it up to mid-thigh, slipped her hands underneath, and pulled her panties down, bending over so she could step out of them. They too were dropped on the floor. Mom was now naked under the slip, and my cock was even harder than it had been in the elevator, especially now that memory popped into my head. The way her cheeks moved unencumbered under that slip. Fantastic!

I quickly undressed and slipped under the covers in the cot when Mom went in to brush her teeth. When Mom returned and saw me waiting, she spoke, "No no, Craig, come sleep here with me. There's lots of room so you don't have to sleep on that awful cot. Just ruffle the covers so Nana thinks you did."

I balked. "Come, come," she hustled me, turning to get into bed herself, probably thinking I was too shy to let her see me in my boxer shorts, which I was, with my boner sticking up through the waistband.

I rushed to the other side, pulled the covers back and backed in turning to lie face down to hide my erection. Mom plumped her pillows up and sat back to read a book.

"Aren't you going to read?" she asked, seeing me lying face down on the bed.

"No, I'm kind of tired," I answered.

"Tuckered you out, did I?"

"Yes," I replied as Mom began to read, my eyes resting on her slip covered tits and nipples. Please don't pull up the covers, I thought. I fell asleep.

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Part 2 from Chapter 15.

I woke to sunlight streaming in the window through the Venetian blinds and the sound of a radio drifting through the half open bedroom door. Mom's voice was singing along and I could tell that Nana and Gramps weren't home simply by the relative modernity of the music that was playing. It was almost ten o' clock so I was about to get up but stopped when Mom's singing started getting louder, indicating she was coming this way. I didn't want to get caught half out of bed with my morning hardon pushing my shorts out, so I stayed put.

"Morning," Mom cheerfully sang out, cruising through the door with a tray full of juice, eggs and toast, and turning to walk toward me. "Sit up," she said, leaning over to set the tray down. There was even coffee, and slices of apple and orange.

"Wow Mom. Thanks."

"You think I'm not going to look after you just because we're away? Anyway, I have a favor to ask later."

Mom walked around the bed unbelting her robe as she went.

"We're on our own until supper. Nana and Gramps are out for the day. So eat your breakfast and think about what we should do."

My eyes had been following Mom and I stopped chewing the piece of toast lodged in my mouth when she opened her robe and slipped it off her shoulders, letting it fall to the floor. She was still dressed in the slip she'd worn to bed last night, clearly braless and probably without panties. Instinctively, I used both hands to steady the tray in my lap which was suddenly in danger of rocking off to one side, leaving the toast to hang precariously from my mouth.

Mom crawled onto the bed, providing me with a wonderful view down the bodice of her slip as she paused to puff up the pillows on her side before twisting around to sit back against them on top of the covers with her knees drawn up.

"Any bright ideas?" she asked as she reached to pick up the jar of skin cream.

I grasped the toast with one hand and began chewing as Mom dipped her fingers into the jar and started spreading the cream on her leg, rubbing it into her calf muscles with long strokes that stretched down to her heel, around onto the top of her foot and on to her toes.

"Can you turn the TV on?" she asked.

I grabbed the remote and turned the TV on without taking my eyes off her, thumbing the channel listing on.



"Next page," Mom said after seeing nothing interesting in the first screen of listings.

She had moved on to her other leg. After paging through all the listings and then back, Mom finally selected a show to watch just as she finished her second leg. I thought she might move on to her upper legs next and my midsection was already anticipating the sight of her pulling her slip higher so she could rub the cream on but she didn't. Instead, she began applying the cream to her arm, holding it out while she ran her hand up and down its length, twisting to make sure she was getting good coverage.

"Eat your eggs before they get cold," Mom chided me.

I busied myself with my meal, feeling as if I'd just been caught with my hand in the cookie jar, but soon turned my attention back to Mom. It was arousing watching her slowly massage her arm, especially the far one since I could watch her breast move under her outstretched arm, the slip pulling tightly against it to accent its outline. When she changed arms, looking in my direction again, I turned to finish my breakfast so she didn't catch me staring.

The show had changed by the time Mom finished her arms, shoulders and her neck and she seemed to be quite interested in the women's talk show that came on. I set the tray down on the floor and sat back to drink my coffee. Mom, intent on the show, scooped up some more cream and absently tugged on her slip which, because her knees were still up, fell high on her thighs. Almost as an after thought, she tucked the slip between her legs, perhaps being aware at some level that she wasn't wearing panties, but it seemed to be an unconscious action.

Mom started to apply the cream much more slowly, her attention riveted on the discussion between several of the women on TV. My attention, on the other hand, was on the way her hand moved over her soft upper thighs. She slid her feet down the bed so that her knees were lowered a foot or so but still slightly bent and open so she could easily move her cream covered hand between and under her thighs. After watching this for several minutes and her preoccupation with the talk show, I made a quiet suggestion.

"Would you like me to do that for you Mom?"

"What? ..." Mom was distracted, still watching the TV but turned her head a little toward me.

"You're doing the same spot over and over," I lied.

"Oh. Would you mind?"

"Not at all," I answered, taking the cream and dipping my fingers into the jar.

"Your father used to do this for me, you know," her head was already returning to the TV. "He used to do lots of things," she mumbled. I applied the first stroke of cream on the top of her thigh, near her knee. "You sure you don't mind?" she asked.

"No," I replied quietly, pushing my cream covered hand toward her hip, fingers trailing down the inside of her leg.

I hope this is an hour long show, I thought as I resupplied my hand and languidly applied the cream. Several minutes later, the show went to commercials. I was about to retreat to the more neutral territory of her knee while the commercials were on when Mom closed her eyes and sank back in the pillows, so I continued pushing higher, and lower, into softer and softer turf. I didn't try to touch sacred ground but I certainly came close.

When the commercials ended, Mom opened her eyes and resumed her intent consumption. I changed legs and began working my way from that knee toward the enchanted forest again. I could see the faint outline of my mother's bush under the material she had tucked between her legs and she definitely wasn't wearing panties.

I was creaming near the chapel when the commercials started again and yes, it was an hour long show. Mom closed her eyes and relaxed into the pillows, allowing me to continue applying the cream. She didn't make a fuss about me overworking that same upper area, switching back and forth from thigh to thigh. She seemed to be simply enjoying the rest. My fingers were stretching down between her legs perilously close to a taboo scraping when the show started again.

Mom didn't open her eyes.

"Mom," I whispered. "Your show's on."

I whispered again when she didn't respond. She opened her eyes, startling me even though I'd been calling her. My hand froze, holding the inside of her thigh, and again I felt caught with my hand in the cookie jar.

"You know, I think I'm just going to have a little nap. I was up so early with Nana and Gramps." Mom's eyes closed again.

I looked down at my hand, reluctant to let go, wanting to continue touching her, to keep this newfound intimacy.

"Would you like me to do your back while you're resting?" I asked.

Mom didn't answer. Instead, she sat up and turned away, my hand slipping off her leg, until her back faced me. Still silent, she raised her hands to brush the slip's straps off both shoulders, then awkwardly pulled her arms out. I was stunned and fascinated as she pushed the slip down to her waist. I couldn't see her breasts but knew they were bare, hanging freely in front of her.

She twisted then, stretching her legs out and turning face down onto the bed. I only caught a glimpse of her tits as they dangled under her body before she lowered herself and hid them from my sight. Tentatively, since she hadn't actually said yes to my request, I put some cream on her shoulder. I had only meant to suggest doing her shoulders and upper back, the part visible above her slip. This was like being in Wonderland.

"Mmmmmm," Mom responded to my first touch.

I moved my hand in a circle on her shoulder before trailing my fingers down her spine to the small of her back.

"Mmmmmmmmmmmmmmm," she relayed a longer note of appreciation.

I guess I had my answer about whether she wanted me to do her back.

After a few minutes of applying liberal quantities of skin cream, working all over her back and up her sides, Mom whispered, "Your Dad used to get quite naughty when he did this," she paused, then added, "but that was a long time ago."

My mind ran wild, imagining what my more youthful father had once done with her creamy, slippery skin. I was free to let my imagination go because Mom didn't speak again. I massaged and massaged the cream into her back until she was breathing deeply and regularly. I changed then from doing her back to stroking all around the edges. Along the top of the slip where it lay across her buttocks, down along her sides, along the swell of her breasts where they squished out from between her chest and the mattress, up and down her spine and then over to the other side. I pushed the slip up the slope to rest on the rise of her buttocks and paused once in a while to marvel at how sexy she looked, to inhale the beauty of her glistening contours though my eyes.

I wanted to do more but wasn't sure what else I could do. Though I was sure Mom was asleep, there was no way I could squeeze my hands between the mattress and her breasts though I craved the feel of her nipples in my palms. Stretching my hand over her back, I grasped her far hip and gently but steadily exerted pressure, lifting up and toward me. Slowly, slowly, her hip began to rise, then suddenly she twisted onto her side, back toward me, moving about until she settled into a comfortable position with her knees bent and slightly in front of her.

I leaned over her to look at her breasts, now hanging free. I could see all of them, both quite bare. After waiting a few minutes for her breathing to settle down, I cautiously brushed my fingers up her side and over the swell of her tits on the upper side. I was elated when she didn't react. Scooping up a copious quantity of the cream, I returned my hand to the meaty swell of her tit and smeared it down over the underside, cupping the full weight of her breast and spreading the cream up and over, my palm dragging over her nipple, bending it flat, pressing in to squeeze the cream all around it.

I stopped, my hand gripping her tit. Had her breathing changed? No. A thrill swept through me again and I started spreading the cream down to the other tit. Soon, I was fondling both tits, almost mauling them in my excitement but eventually backed off and began a more sensitive massage and manipulation of her nipples. These began to fascinate me and I spent a lot of time rubbing them, twisting my slippery fingers all around them, pushing them in, bending them around, tugging them out.

I realized after a while that my boner was poking into Mom's backside. Looking down, I could see it tenting out from my shorts. My legs were still under the covers but my pelvis wasn't. Deliberately, I aimed my tented shorts at her ass and shifted forward, my boner poking into the fleshy part of her ass. I experimented with poking it in and out there but suddenly lost control as an incredible feeling burst through me, jabbing my cotton covered boner between her cheeks, holding her hip to bring her tighter back against me.

"Ugh, ugh, ugh, ugh, ugh, ahhhhhhhhh."

I jerked against her, then quickly pulled back in a panic as I realized I couldn't come against her or she'd know. When my contractions finished, I pulled Mom's slip higher on her hips and quietly snuck off the bed into the bathroom where I cleaned myself up and rinsed my shorts out before throwing them in the laundry. Grabbing another pair of shorts, I returned to bed, clicked off the TV, and lay down facing away from her, hoping to convince Mom that I too had fallen asleep. Though I had just woken up an hour earlier, I did.

My eyes popped open and looked frantically around. Something had woken me up. I strained to hear, listening for telltale sounds in case Nana or Gramps were home. Nope. The only sound I could hear was the radio Mom had left on.

Mom. I looked down. I was still laying on my right side. Her arm was draped over my waist, underneath my own arm, but her hand, her hand was resting limply on the bed, right in front of my jockey shorts. Then the thing that undoubtedly woke me up happened again. Mom's delicate hand moved and cupped my jockeys, palm and fingers cupping my already hard cock down its full length. I was just getting used to the exquisite sensations imparted by her hand when it dropped away again to lay limply on the mattress.

My eyes hurt, I was watching her hand so intently. Move, I thought. Move. Suddenly, it did just that, cupping me like before, my cock lurching against her hand though it was constrained by the tight jockeys. Was she dreaming? Did she think her arm was around Dad? Dare I push my jockeys down so I could feel her hand on my bare cock? Her hand dropped away again.

Mom! Stop!

No. Don't stop. I mean, stop taking your hand away.

Please touch me again. Please hold it.

Ahhhh glory. Yes, that's good. Don't let go.

I pushed myself against her hand, daring to move my hips just the slightest bit to extract all the exquisiteness I could pull from her touch, rubbing a minute stroke in her palm. Oh, God.

Oh no. Her hand had loosened. It didn't just drop away like before, but I could feel it loosening. Please don't take it away. Oh, oh, oh, God. Oh God. Yes.

My cock was still loosely cupped by Mom's palm but her fingers had curled away and now her fingernails were scratching their way up my shaft. She was under the tip now, scratching so softly back and forth with two or three fingernails, constantly. God. I was going to come again. I couldn't stop it.

It's coming. Ahhhhhhhhhhh. Spurt, spurt, spurt. Jesus. So good.

Mom's hand fell away. The front of my jockeys were soaked but the tight waistband had stopped my spunk from escaping. As I lay there, wondering what to do, Mom's arm slid away, dragging her wonderful soft hand and fingers with it. I turned to look behind me a moment later. She was laying on her back, beautiful breasts uncovered, rising and falling with her even breathing. I escaped once more to the bathroom to clean myself. I had to sneak back in naked to get another pair of shorts, boxers this time. Carefully, I slid under the covers and pretended to be asleep. Mere minutes later, Mom woke up.

My head was twisted down toward my feet but actually I watched through slitted eyes as Mom sat up, her tits jiggling to a standstill, looking gorgeous through the mirror at the end of the bed above the cot. She stretched, arching her back, her sexy thick nipples pointing at the roof, arms falling to her sides as she relaxed. She turned to look at me then at herself, at her bare chest. I could see her examine herself, then her arm, lifting and crossing it in front of her, comparing it to her chest, turning her head to look at me then back at her chest and arm, both glistening in the early afternoon light. She smiled.

Mom snaked her arms through the slip's straps and pulled it up over her breasts. Smiling to herself again, she grabbed my shoulder and shook me.

"Wake up. Come on lazybones. Wake up."

I 'woke' slowly, feigning revival from a deep slumber.

"Come on, let's go out." Mom was off the bed and walking around toward the bathroom. "Get dressed while I get a shower."

We had a great afternoon. We spent time wandering through some malls, shopping, one of Mom's favorite things, but I didn't complain, not once. Mom seemed so happy about that she mentioned it several times. "Smart men should be rewarded," she laughed. "I don't know why men are so stupid, complaining all the time. If they just shut up and acted as if they like it a bit instead of ruining it, it would work out so much better for them. Don't you think?"

I wholeheartedly agreed. A no brainer.

Mom shut off the elevator again on the way home to Nana and Gramps' apartment. She asked me to turn away while she put on the bra she had brought along in her big leather bag. But when she had her blouse open she said, "Here, hold this." She pulled on my arm and handed me her bag while she dug around in various pocket trying to find the bra. Now partly facing her, I couldn't help looking down at her swaying tits. "Having fun?" Mom asked, finding the bra and pulling it out of the bag.

I went beet red and turned away, holding her bag to my chest.

"It's OK Craig, I was just kidding. Here hold this."

I turned back to her to take the bra while she took her blouse completely off. Her tits were swaying chaotically all around as she pulled her arms out of the sleeves.

"Perks of being a helpful shopper," she laughed, "but don't let your Dad in on it. He's too old to learn new tricks anyway," Mom laughed again, taking the bra and deftly fixing it to hold her treasures.

"So your mother can shock you, can she? What's the matter?" she went on, "Cat got your tongue?"

Mom gave me a quick kiss on the cheek, switched the elevator back on, and started tucking the blouse into the waist of her long black skirt. She turned her sparkling eyes up to me when she finished, just before the elevator stopped, "So, are you going to come shopping with me again?"

I nodded enthusiastically, "Yeah Mom."

Mom laughed at my response. "Well," she said, "perhaps next time my little reward won't be so dull next time."

I was pondering her words, wondering what she meant when she laughed again just as the door opened, "I was positively glistening this morning, but I guess the shower washed all my shine away."

My face was reddening again but Mom didn't see it, she was walking briskly down the hall.

Dinner was the same as the night before. It was nice to visit with Nana and Gramps but I was relieved when they retired shortly after the evening news. The day had tired them out and the brief time with them, having to be so stiff and proper, had tired Mom and I too. We continued watching for a while longer, sitting on the couch where we were when Nana and Gramps had left. Mom abruptly swung her feet up and dropped them on my legs.

"Should we go watch TV in our own little world, sport?"

I smiled at my mother, "Yeah Mom."

"I'll get something to drink and some snacks, you turn the TV on and get into bed so I don't have to avert my eyes later," she laughed, bouncing to her feet and heading to the kitchen.

I rushed into the bedroom, doffed shirt, pants and socks and crawled under the covers, sat up against the pillows, and waited for Mom who arrived just a moment later with a bottle of wine and some of Nana's home baked cookies. She dropped the wine, glasses and cookies on the table beside me, then walked to the door, closed it firmly but softly, and stood by the end of the bed.

"You didn't turn on the TV," she said.

I turned to get the remote which had fallen to the floor. Leaning way over to retrieve it, strained to pull myself back up and turned to switch on the TV.

Mom was standing sideways to me, looking out the window, unbuttoning her blouse. When she reached her skirt, Mom pulled the blouse up and continued undoing the buttons, turning her head to watch the TV but keeping her body facing the window, straight sideways to me. My cock rose when Mom pulled her arms out of the blouse, tossing it to the floor and immediately starting to remove her bra. She did this slowly as well, though I knew it was something she could do efficiently. The bra hit the floor too.

Her breasts sloped down and out, ending in beautiful round, beefy globes, not the pointy kind of tits I disliked, and capped by thick, stiff nipples pointing slightly upward above the bulk of her swelling orbs. Fuck she had great tits.

Reticent to disturb this beautiful moment, I was surprised to hear my own voice.

"Is this for being such a supportive shopper?"

"Yes," Mom answered but didn't turn to look at me.

"Can we go shopping tomorrow?"

Mom laughed but still watched the TV. "If you like," she said.

"I like," I answered.

Mom turned to face me then and walked toward me on my side of the bed, reaching behind to find the zipper of her skirt. Her tits thrust forward as her arms stretched behind her back.

"And I like the way you accept things. It's so much easier when things are natural." Mom leaned down to kiss my forehead. "And it will make things more comfortable in our own little world here."

"I hope so. I like it when you're 'natural'," I said, emphasizing the last word.

"Don't be bratty, Craig." Mom turned around then, surprising me when I saw up close how much her tits jutted out from her chest. "Unzip me," she said over her shoulder.

My fingers belied my calm voice as they fumbled with the little zipper on the back of Mom's skirt but I finally managed to pull it down its eight inch length. Mom wiggled her hips, pushing the skirt down her legs, making it look like much more of a struggle than it was, wiggling her bum no more than a foot from my face. She turned to face me again, naked except for her panties.

"Are you going to be naughty and put some cream on me again? My skin gets so dry here."

"Sure Mom." She didn't know, I thought, despite her comment about her shiny skin.

She returned a minute later with two new jars of skin cream in her hand, setting them down on the crowded table beside me. She was covered now in a nightie that fell to mid-thigh level but was cut low front and back. Mom carried on to the end of the bed and sat down, facing the TV.

"Come and do my back," she said.

I grabbed a jar and scrambled out from under the covers, crawling to kneel behind her on the bed.

"Why did you put this on?" I asked, applying a little cream to her right shoulder and spreading it down her arm.

"Letting my son have a little peek is one thing, parading around in front of him is quite another," she said.

I continued rubbing the cream into her arm, changing to the other when I finished.

"You can pull my nightie off my shoulders when my arms are done," she whispered. Then after a short pause, "If you want to."

Quickly, I finished her arm, then slowly pushed the shoulders of her nightie, each a wider swath of material than the thin straps on her slip, off and onto her arms. I waited to be sure there was no disapproval before grabbing the sides and tugging the nightie down to her waist, looking over her shoulder as her breasts were bared.


"Is it more fun if you think you're getting away with a peek?" Mom teased.

"I guess so. Yeah," I bantered back.

Mom leaned forward, pulling her breasts out of my sight. "Do my back, brat."

I concentrated on working the cream into Mom's back, slowly working out toward the extremities like I had the night before. And, like last night, my rubs slowly turned into strokes and my strokes eventually turned into caresses. Mom suddenly sat up and leaned back against me.

"Do you want to do my front?"

"Your front?" I repeated, dumbly.

"Yes," she purred, "like last night."

"Last night?" I repeated innocently.

"Yes, naughty boy. Is it easier if you think I'm asleep?"

I was flabbergasted. She hadn't been sleeping? But, how long ... did she know I'd come rubbing myself against her butt?

"Yes, asleep. I could tell my breasts had cream on them this morning, you know. It could only have happened last night after I fell asleep, so someone must have been naughty, maybe someone who thought he should take his Dad's place since he can't be here."

I turned this over in my mind. I was caught, but only so far.

"So you really owed me a nice long day of shopping, didn't you?"

"Yeah," I admitted. "Sorry, Mom I just couldn't help it."

"I'm not mad," Mom said, "I'm just saying, you really owed me a day of shopping."

I thought about that. She wasn't mad? She probably would be if she knew all of it. But what about her hand on me in the morning? She must have some needs that Dad wasn't meeting. What had she said, 'but that was a long time ago' or something like that.

"I'm taking you shopping again tomorrow," I ventured.

Mom laughed. "Yes, I know. Are you looking for a little advance?"

"Yeah."

"Why don't you scoot back then so I can lean against you and stretch my legs out?"

Mom stood and I shuffled back until I was nestled in the pillows again, on top of the covers this time, with my legs apart to make room for her to sit. Mom walked toward me, very slowly, her tits swaying side to side with just a little up and down bounce, holding her nightie in front with one hand just above her secret apart, but low enough that her navel wasn't blocked from my view. Women's navels are so erotic it's a wonder we don't try to put our cocks into them.

Thinking about that made me aware that my own cock was rock hard and pushing up against my boxers. My legs were open waiting for Mom, so it was plain to see, but I couldn't close my legs. I didn't look down, hoping Mom wouldn't notice. She was smiling, looking into my eyes as I watched her breasts and her belly. She put her knee up on the bed, opening her legs. God I was hard. There's something about seeing a woman's legs part that sends tingles up and down a man's cock.

Mom turned over and sat down in front of me, leaned back against me, wriggled about to get comfortable, and then laid her head on the front of my left shoulder.

"OK," she said, "you don't have to worry about waking me this time."

I took the jar and set it on Mom's tummy, then scooped some onto the fingers of both hands.

"Oh, two hands," Mom marveled.

"Are you sure, Mom?"

"Go ahead, don't be shy. Show me how naughty you were with your sleeping mother." Mom's voice sounded strained but excited.

I placed a hand beneath each tit, smearing the cream on the bottom of each globe. I wasn't going to be shy. I was going to get right to it. I pulled my hand toward me, lifting her tits, then slid them up and over onto her nipples, grinding the cream in, twisting my palms onto nipples, bending them around in a circle, then squeezing my fingers in until I had a nipple between each thumb and forefinger, squeezing her globes and pinching her nipples at the same time.

"Ohhhhhhhh, goddd," Mom gasped.

I tugged and tugged on her nipples, and squeezed and released her tits several times.

"Ohhhhh, god, Craig."

"Too naughty, Mom?" I asked, but not letting up on her tits. I expected to be cut off so I wanted to cop as much a feel as I could.

"No, you just ... surprised me ... I had no idea you'd ... been quite so ... such a bad boy."

"Keep in mind," I paused to catch my breath, "that tomorrow I'm going to be the best shopping buddy you've ever had." I gasped, short of breath again.

"You promise?" Mom was down to just a few words too, her breath coming in short pants.

"Yeah."

"Go ahead then, but only for a little longer."

"Why don't you just go to sleep?" Mom's tits were really slippery with the cream now. I kneaded them continuously.

"I can't."

"Why not?"

"Because I can't let you get too naughty," Mom's breath was now as short as my own.

"I'll just do this, Mom. I promise. Just go to sleep." I slowed my kneading down to a gentle massage and kept that up for several minutes.

"Go to sleep," I whispered, cajoling. "We've got a big day of shopping tomorrow, you need to rest."

I kept up my gentle massage, moving off her tits to run my hands down her sides, up to her face to rub the tension from her brow, over her shoulders and onto her breasts again. Soft, gentle, slow. I whispered to her, suggesting she go to sleep, that she was so tired, that she should think about being on a picnic lying on a blanket by a bubbling brook, with Dad and I nearby. It took a long time but Mom finally began breathing in that slow, regular way that I identified with sleep. I kept whispering and doing my gentle massage of her upper body for another five minutes or so before picking up the jar from her belly and dumping a big wad of cream onto her tummy.

I set the open jar on the table beside me and turned off the lamp so the room was lit only by the light from the bathroom. Gently I set my hands down on Mom's hips, beside the large gob of cream I had piled below her navel. After thirty seconds or so, I slowly moved my hands to the center, collecting some cream onto each set of fingers and then pushing them lower on her tummy, toward the top of the pushed down nightie. I paused just above, then ventured underneath.

I could feel the fringe of her pubic hair. My cock lurched against her back on that first touch. This was so forbidden. God, the intensity of feeling tearing through my whole body, and my mind. My fingers must be near the top of her panties to encounter pubic hair already. I pushed lower, sliding outward to follow the crease between her tummy and her hips. Her pubic hair bristled against the edge of both of my index fingers. Her breathing changed. I stopped.

A moment later I pushed down further, still feeling her hair. She must have one of those little triangle panties on for her pubic to be sticking out like this. Very slowly, I moved my hands toward each other, closing in on her panties. More hair. Any second now I would feel the smooth material of her panties and that would be my first touch of her pussy, separated only by the thinnest barrier.

Hair, more hair, dampness. My fingers collided. My brain numbly made sense of this unexpected collision. She wasn't wearing panties. My fingers were on my Mom's bare pussy! Lurch, lurch. My cock throbbed against her back.

I didn't know what to do. My hands were frozen in place on her hairy mound. Oh my God.

I pulled back leaving just the fingertips of each hand resting together, realizing that they were settling into a groove. Her slit! My fingers were sinking between Mom's pussy lips!

Careful. I couldn't ruin this, couldn't let it stop now. Not now. I wiggled my fingertips, barely moving, trying to work her lips open, desperate not to wake her. It almost killed me but I took my time, gradually getting her hair separated to the appropriate side so it wouldn't catch, working her lips slowly apart, the increasing moistness the best guide on my progress. Soon, my fingertips were poking down into a wet crevasse, a widening canyon that I was now able to slide my finger up and down, not just pull apart. The wetness increased rapidly after I started doing that.

Oh, yes. Mom might be sleeping but she was enjoying this. I bet my Dad hadn't taken the time to tease her like this for many years. I used my left hand to pull that lip to the side and dug in further with my right, sliding two fingertips up and down, up and down, the full length of her slit, up and over her clit, circling and rubbing that little nub around, the same way I'd bent her nipple around on her tit.

God, I loved her pussy. The warm, wet feel of it was intoxicating. I wormed my finger into her. She was so wet, so very, very wet. I couldn't help it, I turned down to look at Mom's face laying on my chest, and kissed her, softly, on her lips. I fingered her for a while longer, working my finger into her, feeling it slip around in her soaking gash, finding the hole, and pushed my finger into her cunt.

Mom wasn't making any sounds except what could be mistaken almost like a soft humming. I positioned my longest finger near the hole and turned my face down to kiss Mom again, engaging her lips in another soft kiss. I slipped my tongue against her lips, pressing until her resistance relented and she allowed my tongue inside, just a little. Pushing in with my tongue, I slowly pushed my long finger inside her cunt, all the way until both appendages were embedded in their warm, wet targets. I swirled my tongue around in Mom's mouth, around her tongue, in a soft, gentle suck, matching my tongue with a partnered, wiggly finger. I could feel the hum rise to a low moan.

I broke the kiss only to gulp in more air, not withdrawing my finger, keeping it firmly plugged inside her. I started to tease her clit with my other hand as I snaked my tongue back into her mouth. I kept kissing her, teasing her clit, fingering her cunt, until finally, her hips began to buck, thrusting her pelvis hard against my mercilessly teasing fingers.

She came silently. Nothing louder than that enhanced humming, but her pussy shoved hard, and then suddenly relaxed. She was still.

I withdrew my fingers. Awkwardly, I yanked the covers down beside me with my left hand. I rolled Mom over on her side and then onto her tummy, adjusting a pillow underneath her head to make her comfortable. I didn't pull the covers over her. Instead I looked at her ass, covered by the nightie. Gently, I prodded her legs, pushing them apart until they were separated about twenty degrees or so. Again, I turned my attention to her ass.

I slipped out of bed and took my boxers off. I hadn't come but they were soaked in my precum fluid. I got back into bed, ready to go to sleep but Mom's parted legs and barely covered bottom stopped me from pulling the covers up. I dropped them and moved my hands to her nightie, pushing it higher on her hips, up and over her buttocks. I paused to enjoy the sight of her bare ass, the nightie piled on her back. Mom was breathing regularly.

I turned to grab the jar of skin cream and dipped my fingers in it once more, then put my hand on Mom's right cheek and started to rub it into her bum. I grabbed some more and flung it onto her ass, snapping my fingers to make it fly off, filled them and snapped it onto her ass again. I tossed the jar aside.

"We're really going to have the best day shopping tomorrow, Mom," I whispered, rubbing the cream into her cheeks with both hands.

Mom seemed to murmur.

"Shopping," I whispered, "all day long."

I slowed down, gently massaging her cheeks, deftly running my cream covered fingers all around, along and in the crack between her cheeks, under each buttock, back down and between her legs, rubbing my fingers along the back of the slit I had so recently cherished.

The humming started.

I positioned myself between Mom's parted legs, lowering myself until my cock was aligned with the crack between her cheeks. Gently, I pushed my rod into and along her ass, slipping back and forth through her slippery, creamy cheeks.

"Oh, Mom," I cried, "I want to go shopping."

I was having trouble breathing. I wanted to slam into her but I restrained myself with enormous difficulty, my cock gouging into her ass, through her gorgeous cheeks.

"Oh, Mom," I repeated, "I love shopping with you."

I burst forth then, flooding her creamy ass in my own lotion, rubbing, rubbing until no more was left. I rolled off to the side, intending to rest for a moment before getting up to clean myself, and her, but I fell asleep.

As it turned out, we didn't shop all day. We spent the morning with Nana and Gramps and then went shopping all afternoon. Mom really made up for the time she lost in the morning and I was absolutely bagged when we got home. Not that the whole day was unpleasant. Quite the contrary. Mom tried on piles of clothes and shoes. We couldn't go past a clothes store, shoe store, purse store, bath products store, or, well, pretty much any store.

The shoe stores were OK because I got to sit down while Mom tried on their entire stock, or so it seemed. One of the highlights was watching Mom tease this one young guy about my age. She kept letting her skirt slide up and accidentally opening her legs, that kind of stuff. After sending the poor, red-faced guy off to fetch yet another pair of shoes, she would smile at me and wink as if we were in collusion. I have to admit, it was kind of exciting watching her play the sexual tease. As I bore witness I knew she was teasing me as much as him, and that I was just as much a target as she exerted the power of a sexy woman.

For the last fifteen minutes of this charade, another woman and her son were shopping in the store and both noticed what Mom was doing, although neither pointed it out to the other. I couldn't help getting involved in raising their shock level. When we were standing at the counter while Mom was paying the bill, I slipped my hand around her waist to give her a squeeze and then slid my hand down to pat her bottom before sauntering out into the mall to wait for her. I could see their shocked faces in one of the display mirrors as I left.

Another highlight was in the clothes stores. Mom tried on all sorts of outfits and some of them were great. She asked my advice about everything she tried on and I'm sure she tried some of them just to tease me and play shock jock with the young salesgirls. She succeeded in making some of them quite uncomfortable, especially in the store where she insisted that I advise her on her lingerie selections. I was embarrassed too but at least I was interested in what was underneath the silk and lace.

We crossed paths with the shoe store couple when we left that store and I again slipped my arm around Mom's waist as we walked past them. I couldn't verify it by looking in store windows but I was sure they were both watching us.

Now, guess who we encountered coming home? That's right. As we were getting out of our cab another one pulled up behind us with the shoe store couple. Evidently they were visiting parents/grandparents too and we shared the elevator for the first nine floors. Mom started chatting to the lady, unaware of our previous sightings. I couldn't resist slipping my arm around her waist again while she was talking. It was an act everyone in the elevator was acutely aware of but didn't acknowledge. Just as the door was closing I gave Mom a quick peck on the lips and though she didn't see it, the other mom and son caught my act out of the corner of their eyes.

"What was that about, you brat?" Mom slapped my shoulder playfully. "You're terrible. What will they think?"

I laughed heartily. "I know what the guy will think," I said. "He'll think, I wish my Mom was that hot."

"Well, I doubt that but that woman is certainly going to wonder what's wrong with me."

"I don't know. She seemed pretty interested, right from the first time they saw us in the last mall."

"They saw us in the mall?" Mom was surprised. "Where?"

"In the shoe store and then later coming out of that underwear place."

"Oh, my god. She'll think I'm terrible."

"Or she might want to copy you."

I swooped in and kissed Mom on the lips, taking her by complete surprise. She didn't back away, she just stood there and let me kiss her.

"Craig ... whew ... its a good thing they didn't see that ..."

I kissed Mom again, this time putting my arms around her back and kissing her longer.

We pulled apart a couple of inches. Mom put her hand flat on my chest, pulling her head back more to look at me, staring at my mouth and not my eyes.

"What's come over you?"

"You," I replied, taking her lips again in a yet longer and much more active snog.

"We can't ..."

"Ok," I interrupted her. "I'll wait until we get into our little world. I picked up the bags I had dropped and pushed the button for our floor. Mom picked up her bags as the elevator started to move.

Nana had dinner ready shortly after we came in so we ate before Mom showed Nana and Gramps what she had bought, leaving out about a third of her purchases. I can imagine what the would have said if they saw the one dress in particular. They wouldn't have said much about the underwear because they would think that only Mom and Dad would see her in it but would have freaked if they knew she had let me see her in some of it.

As usual, Nana and Gramps sat down to watch the news after dinner. Mom said she was really tired after shopping all day and was going to bed early to read her novel. I stayed because Nana would have stopped me anyway until she thought Mom was in her pajamas and in bed. If she knew I was sleeping in bed with Mom and not the cot, well ...

My grandparents went to bed after the news but I stayed up for a bit though I was eager to join Mom. I thought it would look better that way. I waited fifteen minutes until I was sure they wouldn't get up again.

Mom was in bed, eyes closed. I was disappointed to have missed her getting undressed. I had hoped she would wait to maybe give me a private fashion show. Quietly, I stripped down to my boxers and slipped under the covers, leaving the bathroom light on again so I could see a little. I laid on my back next to Mom but soon became restless. I wasn't tired.

I turned on my side and got up on my elbow, looking down at Mom's pretty face. Leaning forward, I gently pressed my lips to hers, giving her a series of soft kisses on her lips, cheek, closed eyes, and her forehead.

Mom didn't react though I didn't think she was sleeping. I kissed the side of her neck and pulled the covers down a little so I could plant a few kisses on her shoulder. I used the excuse of kissing her arm to pull the cover down far enough to uncover her chest. Mom was wearing the new silk-like nightie she had bought this afternoon after shocking the salesgirl who saw her exit the dressing room to model it for me. It was cut very low in front, exposing the sides of her breast. Her nipples poked up from underneath. I stared at them. I wanted to arouse her to make those little peaks stand up higher. And I wanted an excuse to touch them.

I began whispering like I had last night but this time as if I was talking to myself about our day in the mall, about the woman and her son and how they had both watched Mom teasing the shoe boy, about the shocked look on their faces when I had slipped my arm around waist, about letting me watch her while she tried on underwear, and about seeing me kiss her in the elevator. I leaned down then to kiss Mom on the lips, a long soft, gentle kiss. When I finished, I slid the tip of my tongue sideways between her lips, back and forth, barely inside.

I turned down to look at her nipples. I couldn't tell if I'd had any effect on them. Whispering again, I carried on about the other woman and her son.

"I bet he found a way to be get his mom alone when they got into his grandparents' apartment. I'm sure he stepped up behind her and kissed her neck." I ran my lips along the top of Mom's shoulder. "Can you imagine her shock, thoughts of you crossing her mind as her son turned her head to face him, taking her lips with his, kissing her, sliding his tongue into her mouth. I know he would be thinking of you, the way you showed your legs to that shoe salesman, pulling up the hem of your dress just that little bit, turning your feet to look at the shoes, making sure your legs opened a little more with each twist."

I kissed Mom again.

"When he turned her to kiss her, his hand would have brushed along the side of her breast, their first sexual caress. Can you imagine how electric that first touch felt to her?" I cupped my palm and slowly slid my hand and fingers down the side of Mom's breast. "The first time her son had ever touched her tits. It was all she could think of while he was kissing her. Would he have the courage to take it into his hand ... to possess it?" I slipped my hand under Mom's tit and cupped it, squeezing its bulk, sliding my thumb across her nipple.

"When he finished that first kiss, she threw her arms around his neck and kissed her son, mouth open, accepting his deeply probing tongue, pressing her breasts hard against his chest, wishing she hadn't worn a bra so her son could feel her hardening nipples." I kissed Mom again and slipped my hand under the nightie to caress her other tit, softly sliding my fingers all around before lighting squeezing her breast just as I finished the kiss.

"She was wondering what it would feel like to have his lips on her breasts, to push her tit into his mouth, wondering if that woman in the elevator, you Mom, let her son kiss her and suck her tits. Then her mother called out that dinner was ready. She had a hard time pulling herself away from her son, and an even harder time keeping him at bay. She walked to the door, thank god it was closed and that her mother hadn't walked in. She straightened her clothes and fixed her hair, cleared her throat, and walked out, telling her mother how hungry she was."

I looked down at Mom's breasts. Her nipples were standing up proudly. The one I was touching but also the other one. I think Mom liked me talking about that other mother and her son. I think it was driving a pleasant dream in her head, an erotic one.

It was certainly exciting me. I was hard as a rock. I wanted to get against her, to rub myself on her ass like I had when she'd let me rub cream all over her. Going to the bathroom and jacking off wasn't going to do it for me. I had to get her turned over.

"Gosh," I said aloud, "Mom went to sleep without putting cream on. Her skin will be all dried out by morning. I'd better put a little on her." It was such an obvious ploy but I couldn't think of anything else.

I grabbed the jar of skin cream off the table, dabbed a little on my fingers and spread it on her shoulders, got some more and spread it down the arm nearest me, pushing the covers down as I went, doing the same when I leaned over to do the other arm.

"I better do her legs too," I said, explaining why I was about to take the covers completely off, still speaking as if she was asleep.

I began rubbing the cream on her feet, taking the time to do the whole foot, sole, instep, and toes. While I felt eager to get up her hidden treasure I took my time, enjoying the feel of her legs and the way they looked covered in a sheen once the cream was applied. It was especially exciting to do her thighs, knowing that this was the point where she would wake up and stop me if she wanted to, feeling a thrill sweep over me each time I pushed her nightie higher or pressured her legs open a little more. She lay quietly, letting me do both thighs right up to her panties. I could feel the heat emanating from her, partly because I had leaned down and my face was less than a foot away. I could smell her.

"I better not forget to do her back," I said, rolling her over a few seconds later, making sure I managed to push her nightie up to her waist. I paused to admire her again, immensely enjoying the feeling of manipulating this strangely malleable woman. The small panties stretched tightly across her buttocks, the crease between her cheeks stretching over the dark shadow under the material below. Leaning forward, I grasped the hem of the nightie and pushed it up her back, past her shoulders. Reaching underneath, I dragged it above her breast to her neck. Returning to her shoulders, I spread the nightie up, covering Mom's head hoping to isolate her, to make her feel she was divorced from what happened outside, and not responsible for it.

"Oh," I said, as if making a fresh discovery. "These panties are made of the same fancy material. They must go with the nightie. I better not get cream on them."

I started pulling Mom's panties down. Just a little at first so I could quit if she made a move to stop me. I wanted to be able to continue even if she was wearing her panties. I mean, she looked great anyway. But Mom didn't move, even though it didn't make sense for me to remove her panties to do her back. I pulled those flimsy things down her hips and slowly worked them over her legs. Man, that was a thrill.

I was about to start her back but stopped to pull my boxers down and threw them aside, my cock flailing around in front of me. I spread a little cream on her lower back and began working it in. Several minutes later, as I was doing just below her shoulders, I kissed the back of her neck and started whispering again.

"It was hours before they were alone again. She stayed away from her son, hiding in the bathroom for a long time, hoping he would be sleeping when she came to bed. But he wasn't. She didn't want him to touch her. She was afraid she wouldn't be able to stop herself. God, it had made her feel so alive when he kissed her, heat spreading through her loins. That was the most intense feeling she had ever felt from being kissed. It was all she could do to break away when her mother had called. What if he'd touched her? Could she have stopped?"

I was straddling Mom's thighs as I worked on her back. When I leaned forward to kiss her neck, I could feel the tip of my cock graze her cheeks.

"He was waiting, wanting to talk, wanting to kiss her again, but she kept him away, telling him to go to sleep. She refused his request for a kiss goodnight, saying that they couldn't kiss anymore. She turned onto her tummy to hide her breasts, covered only by her nightie. She wondered why she hadn't left her bra on as she drifted off to sleep."

I sat back on Mom's thighs, scooped up some more cream and began applying it to her cheeks, pushing it between with my thumb. I wondered what she was thinking. Was she dreaming about that woman, laying in bed, wanting her son to touch her but not capable of allowing it? I smiled as I worked the cream between her cheeks, larding on copious amounts, knowing I was going to rub my cock through this shiny valley. Was she thinking, 'But I let my son touch me?' That thought made me quit what I was doing and return to carry on the story. I hadn't meant to leave her wondering if she was doing something wrong. How stupid of me.

"She woke with a start, her eyes fluttering open. There were hands on her, her son's hands. She could feel him, kneeling behind her, between her open legs. He was caressing her bare back, running his hands from her shoulders to her bottom. Her nightie was around her neck. He'd pushed it up but she knew it still covered her breasts. She could feel his lips nibbling across the small of her back, up onto the rise of her buttocks to her cheeks, kissing them. My god. Her panties were gone! He'd taken her panties off. How long had this been going on?"

I moved back and put one knee between Mom's slightly parted legs, pushed them wider and placed my other knee inside so I was kneeling between her legs the same way as the son in my story which I continued.

"Jesus, she thought, I don't have any panties on and my legs are wide open. She was about to close her legs but realized she couldn't because he was sitting in the way. Then she thought, he'd know I'm awake if I tried to close my legs. Oh, how awful. Am I going to let him do this? Am I going to pretend to be asleep?"

I leaned closer to Mom, allowing my cock to rest on her ass.

"Her son's hands slid up her side, reaching underneath, sliding under her breasts, kneading them, pinching and pulling her nipples. God, it would be so awkward to wake up now, she thought. I'll let him have his feel. He'll have to quit soon, he must have been doing this for quite a while if he managed to get my panties off without waking me up."

I leaned down right over Mom, holding myself up with my elbows, and slipped my hands underneath her to massage her tits, whispering in her ear.

"His hands feel so good on my tits, so much better than the way Bob mauls them. He's so gentle, so loving. She almost groaned aloud as her son pulled her nipples, rolling them between his fingers. I'll just let him play. It would embarrass him too much if I wake up now, she reasoned. How could we look at each other. No, it's better if I just let him play. ... Ohhhh, that feels marvelous. She couldn't help digging her face into the pillow as her son continued stretching and rolling her nipples. Then she felt it, his hardness pushing down on her ass, pressing between her cheeks."

I pulled my cock back to rest in the crease between Mom's cheeks and slowly slid forward through the wedge in her cheeks.

"Oh no. I can't. I can't let him do that. He was pushing his cock against her soft bottom now. It was almost as if he didn't know what to do, like he was trying to push in the wrong place because he wasn't sliding through her cheeks as much as trying to nudge it into her."

Mom was breathing heavily now so I knew my storytelling was getting to her. I was working on her nipples just like in the story and now, as in the story, I let the tip of my cock slip down and nudge against her ass.

"It felt so good to her, her son pushing his cock at her. She lifted her ass a little, not enough for him to get inside her but enough for his stiff dick to slip below her pussy, the next shove pinching it between the bed and her cunt. Oh, oh, that felt so fine, slipping between her lips. She couldn't help but grind herself down on him, lifting to let him drag himself out only to trap his cock again when he shoved it back in. He was heavier on her back now, gasping, beside himself with the incredible feeling of sliding his cock along her pussy, trying to angle it up so he could get inside."

I pulled back far enough for my own cock to drop to the mattress and shoved it forward, under Mom's pussy and started fucking between her pussy and the sheets, following the story. On the fourth slide in, Mom pushed down, pressing her pussy on my cock. Ahhh, great. Just like in the story. I scrunched my hips in and out a dozen more times before beginning to talk again, loving the pleasure of her pussy clamping down on me each time.

"She knew he was going to come soon. He was so young, it couldn't be much longer. God, she was near herself. This was so bad, so bad. She was letting her son rub his bare cock on her pussy, with her parents in the next room, in their home. What was she doing? God it felt good, she couldn't stop. Oh god. If he comes, he'll stain the sheets. Her mom will find out, she always does the laundry. She'll find out. She was panicking now. He couldn't come, they'd be caught. How can I stop him? I can't. Oh god, he's shoving faster. He's going to come."

"It was just natural. She rolled her hips and twisted her ass up, opening herself to him. He kept sliding underneath for a few more pushes but then he pulled back far enough for his cock to lift and he pushed it into her slippery lips. She lifted more to accommodate him, feeling him slip inside her. He stopped for a few seconds just inside, probably shocked that he was in his mothers cunt, then quickly slammed all the way in, bucking his hips furiously, fucking her, fucking his mom, his first time inside a woman."

I angled my own cock up as much as I could, putting pressure against Mom's pussy. Would it work? Would she duplicate the mom in the story again. I pressed up, managing only to gouge between her wet lips. Come on, Mom, we can't make a mess either. But Mom didn't change the deployment of her pussy. I whispered again.

"Thank god he's in. Now we won't get caught. And he feels so good. Oh yes, push it in me."

More strokes. Come on Mom. Let me. Then it happened. One stroke I was trying to lift up into her pussy, the next, when I shoved forward it pushed inside her hot, wet slit and I felt her soaking walls close over me like a tight glove. I didn't stop like the son in my story, I kept pushing in, inexorably, until I was all the way. I stopped then, jubilant, ecstasy overwhelming me. Ahhhhhhhh.

Out, I dragged my cock out as slowly as I could manage, stopping with the head of my cock just outside her pussy, then started shoving it back in again just as slowly until I was once again buried to the hilt, squishing her ass cheeks as I pressed in hard. I could feel her gripping me, squeezing and pulling. Mother. God. I was in her cunt, it was so beautiful. Fucking her, fucking her, moving faster now, up to a good steady fucking.

She was moaning into the pillow now. I was still hanging on to her nipples. There was no talking now. I was concentrating on fucking her, delighting in the feel of her ass as I dug inside her pussy, grinding it down into the mattress. I began whispering again but I wasn't telling the story, or was I?

"Fucking mom," I whispered, springing down onto her cheeks. "Fucking you," I gasped, grinding my cock around in a circle when I was down to my root. "The best fuck in the world," I cried, the first blast bursting inside her. "Fuck," I whispered with each subsequent squirt.

I lay on Mom for quite a while. She didn't move or make a sound, continuing to be asleep. I knew she wasn't but was happy to go along with it. I was also happy to get hard again. I pulled out, as if I was quitting, then quickly shoved back in, triggering an audible moan. I started fucking her again, loving it when she began moving her hips to meet my thrusts. It was a longer fuck with a much more intense come, though not as copious.

The bed was empty the next morning. I dressed and wandered out to the kitchen where Mom and Nana were talking over a cup of coffee, both still dressed in their bathrobes.

"Morning, sleepyhead," they both chimed in at the same time, then burst out laughing at themselves.

"You're all cheery this morning," I said.

Nana looked very pleased. "Yes," she said. "Your mother is staying on for another week or so."

I spun around to look at them. Both were smiling at each other, Mom turning to smile at me, taking a sip from her coffee, her eyes looking directly into mine.

"You don't mind, do you?" Nana asked. "Staying longer with us old folks?"

"No," I smiled back. "Not at all. It's very relaxing here. I sleep like a log here, it's so quiet."

"Well, I'd better go get dressed, it's past eight o' clock already," Nana said.

Mom stood too, taking her cup and Nana's to the sink. She turned around to look at me.

"Do you really not mind, sweetie? I could get you a flight home if you want."

I stepped close to Mom, putting my hand on her shoulder, looking down, noticing that she wasn't wearing anything under her robe which had loosened sufficiently for me to just see the bare sides of her tits, the ones I'd held so long last night.

"I'd rather stay here with you, Mom."

She saw where I was looking.

"Don't be a brat, Craig."

"Ok Mom. Not until we see that lady and her son again."

"Brat," she spoke over her shoulder as she walked out of the kitchen. I watched her walk away, enjoying the sway of her body, the line of her robe as her hips and legs pressed against one side and then the other, until she disappeared. I could hardly wait to go to bed again. I called out to her just before she entered the bedroom.

"Do you want to go shopping again, Mom?"

----------------------------------------------

Part 3. Epilogue

Of course, she answered 'Yes'; is there another answer to that question, from an honest woman?

I did my level best to be the best shopping companion in the world and Mom was truly appreciative in the clothes she picked to try on, and for me to review. She really gave me an eyeful with her selections, especially in the lingerie department. But first, I had to pay my dues by dragged through purse shops, cosmetics departments, body shops and some kind of arts and crafts market.

But the highlight of the day was meeting that mother and her son. We first met them on the way down the elevator. Mom was a bit flustered because she had just removed her bra and got it stuffed into her bag when the elevator stopped at their floor. Mom's face was little flushed as they stepping in and greeted us, obviously recognizing us. I noticed both of them glance at Mom's chest though only the son took a second look. I was pleased by that and smiled when he looked up and saw that he'd been caught. He went a little red but his eyes cruised over Mom's blouse again and returned to my face. Smiling, he looked at his mother standing in front of him, as Mom was standing in front of me, and stretched his hand out to place it on her hip, but slightly back and lower so that his fingers actually landed in the little hollow at the side of her right cheek. He applied a gentle pressure and she responded by taking a half step to the left. He left his hand there and I could see his mother blushing and realized she was acutely conscious of its presence though her eyes were fixed dead ahead. Just before we reached the ground floor, the son looked at me again, smiled, and slid his hand up to his mother's waist, giving it a small squeeze. They stepped out first and walked to a waiting cab without turning around. I had the funny feeling that Mom had been just as aware of the son's touch, even though her eyes were fixed dead ahead like the other mom's.

That night we watched the news after dinner and then played a game of dominoes with Nana and Gramps at my suggestion, though Mom seemed to be equally keen. I was trying to make sure my grandparents were really tired so they would sleep heavily ... I had plans for the night. Those plans became more vivid when Mom's foot reached out to brush my leg, bare because all I was wearing was a t-shirt and pair of shorts. Feeling the bottom of her toes scrape up my leg caused my third leg to bulge tightly against my shorts. I had to change positions several times to relieve the pressure while the game continued normally except for Mom's strange smile. I almost came when she flashed her eyes at me and lowered her lashes seductively as her smile broadened. Perhaps knowing the effect she was having on me, her foot withdrew.

After Nana and Gramps went to bed Mom and I played a game of crib. Our hands accidentally clashed while counting points and after that there were many incidental collisions, all followed by gentle strokes of fingers along the back of a hand or a forearm. Eventually, our feet began to make contact, followed with toe strokes up the other's leg. We were pretty touchy feely. After the game, I began shuffling the cards but Mom got up from the table.

"I'm going to bed. Shopping really wore me out. Will you give me a minute before you come, Craig?"

"Sure Mom. No sweat," I assured her.

I was suddenly worried that maybe she had been putting off going to bed with me, that she really was tired. She wasn't going to let me watch her undress? She must know how much I liked that. If she was denying that she must be having second thoughts and didn't want me to get excited. But then why was she playing footsie with me? I couldn't wait any longer. I had to know. I got up and went straight for the bedroom, belatedly realizing I had better turn out the lights in case Nana or Gramps noticed the lights under their door and got up to turn them off. It was a mortal sin to waste electricity.

I was hustling in the dark when I reached the door barely avoiding the furniture in the faint glow of city night light filtering through the windows. I forced myself to pause and to take a deep breath before opening the door as quietly as I could, hoping to catch Mom still up, perhaps in the bathroom, partly undressed. 

The room was dark, darker than the living room but I could still see that she was already in bed. She hadn't left the bedside lamp on or even the bathroom light. She couldn't have had time to even wash her face or brush her teeth. There would barely have been enough time to get into her nightie.

Slowly, my eyes acclimatized to the night and I was able to make out some details in addition to just the outlines of the major pieces of furniture ... the bed, lamps, dressers and chair. I could see the multicolored quilt on the cot I was supposed to be sleeping on though I couldn't discern the colors. There was a clump on the floor across the foot of the bed; the covers had been pulled down and piled in a heap.

My eyes traveled up onto the bed where I could see both of Mom's feet pointing toe-down into the mattress about three feet apart. I followed the line of one elegant calf to a knee and beyond, encountering the hem of a nightie, no a dress slip, very high up her thighs. The slip had a rumpled look and wasn't smooth over Mom's bottom, denying me the pleasure of the detailed outline of her buttocks but that disappointment was quickly replaced by the exciting twinge in my groin wrought by the discovery that the slip ended at her waist. Bare skin greeted me over her shoulders to her tousled hair hiding her face buried in the pillow, her arms bent at the elbows to allow her hands to be hidden under the pillow too, but spaced far enough from her side for me to see the bulge of a breast squeezed out under her chest. This was definitely not the pose of a woman who didn't want to excite any man who might find her, son or not.

Quietly, I loosened my belt and unzipped my pants, trying very hard not to make a sound. Carefully, I slipped my pants and shorts down my legs together, placing them on the ground and stepping out of them instead of whipping them off. My shirt was next and then I stepped behind Mom, centered between her feet. I lifted my feet one at a time and removed my socks. Somehow, it would seem tacky, to crawl up behind my Mom with my socks on. My cock stiffened when I regarded Mom's form stretched before me with parted legs, my eyes now able to see the rise of her buttocks clearly, and something else. There, beside her on the bed, next to her knee. Her panties!

I felt like jumping on the bed and shoving my cock inside her but I held back and considered what to do. Should I gently kneel behind her, get the skin cream and rub it on her legs, working my way up to her slip and then underneath to what I know knew was her bare ass? Should I lay on her and whisper a story about that other mom and her son? That's what had worked last night, but could I make it through a story? I didn't think so. My cock was hard and stabbing into the night like a spear and it was already leaking.

I crawled onto the bed and eased forward, my knees brushing the inside of Mom's legs which widened to accommodate my approach. I could see the outline of her body in detail now and could even make out the beautiful contours that made her such a sexy looking woman. I reached forward to grasp the slip so I could lift it to reveal her bare ass before tossing it up onto her waist. It came away in my hand. Shocked, I drew my hand back, drawing the slip completely off Mom's naked body, dropping it on the bed beside her leg on top of her panties. She had taken the slip off and laid it across to cover herself. My cock hardened to breaking point as I realized how she had made herself ready for me.

A groan escaped my lips as I hooked my hands under the side of Mom's hips, fingers curling to grip her bones. I lifted her up, raising her tummy but leaving her tits pressed against the mattress, her back arched but still showing a deep groove running along her spine, glistening with sweat. Mom's cheeks, at first squished together as my hands pressed in to lift her, parted as her legs draped to the sides of my own. She was silent as my cock probed her pussy lips, eager to slip inside her without foreplay of any kind, no sacrifice to offer in exchange for permission to enter, just pure, raw demand, or, more accurately, need.

I can't recall the instant my cock first entered and stretched her pussy but I distinctly remember rejoicing in the exquisite feel of her cunt clutching my shaft as it thundered like a runaway train through her slippery tunnel. Bang. I stopped dead as if I'd popped the track stop, my breath exhaled in one loud gasp answered by an appreciative, motherly moan. I hunched over Mom's back, slipping my knees further underneath her and started humping her vigorously from behind, intent on maximizing the amazing feeling surrounding my cock. I fucked her desperately, as if I'd never had a woman and never would again. I needed to come and my fucking showed it.

I met no resistance from Mom though how she could have shown any the way I held her is hard to say. Nevertheless, her pants and groans and moans showed no disapproval of the hard, fast route I took to satisfy my own immediate need for release. Maybe she needed to feel the pummel of my hips against her ass, the hard thrust of my cock, repeatedly plugging her puffy pussy, as much as I had to act. There was no technique, no variation, just steadily harder and harder, faster and faster, louder and louder, until my hot, searing liquid gushed forth, exploding from the tip of my cock only to be immediately absorbed by her welcoming, maternal cunt.

Exhausted, I draped over Mom's back, my arms falling loosely over her sides and hands lying limp on the bed, panting, waiting for a rebuke for my selfishness. But none came. There was only the sound of Mom's recovering breath in addition to my own. As my breathing returned to normal, my cock slipped out of Mom's pussy, satisfied for the moment. Mom rewarded my retreating soldier with a parting accolade of disappointment on its retreat, a sad farewell. Her hands slipped back to take mine, pulling them underneath to her tits, pressing my palms tightly over her nipples. Mom's head turned sideways on the bed and her ass thrust gently back to contact my softening hero.

"Fuck me again," she whispered hoarsely.

She didn't have to say it again. My little general lurched into the breach once again but bounced harmlessly at the gate though it was held wide open to receive him. Again, Mom brushed her slick entrance against my tired soldier's head, her slippery softness encouraging him to rise to the challenge, to follow his former path to glory. Bump, bump, bump. Ah yes, she managed to get his head inside and squeezed him, exerting cuntal pressure to focus his thoughts.

"Ohhhhhhhhh," I groaned as Mom shoved back, her doors closing tightly behind my helmeted trooper to block his retreat, urging him forward, like a powerful snake swallowing its prey. It amazed me how that soft, wet, spongy pussy could apply sufficient force to forge my limpid penis into a tensile rod within a single, excruciatingly slow but ecstatic thrust. I was fully hard by the time my hero reached his destination and I mentally instructed him to leisurely inflict maximum pleasure using any subterfuge to coax reluctant and complete surrender.

I didn't get much sleep that night. I remember waking up to the wonderfully warm pressure Mom's sleeping body against mine. I tried to stay still but couldn't help reacting to the warmth and resilience of her flesh and her own reactions to my responses. Soon we were writhing against each other and I moaned my love to her just as I realized she was now awake, pressing and pulling and whispering in the night. We coupled again but this time face to face, muscles strained to the max as we sucked pleasure through every pore of our sweating bodies.

Mom was gone when I awoke. The window was open and a fresh towel and face cloth had been laid on the bed beside me. I felt refreshed after a long hot shower. Though I had been reluctant to wash away the smell of my mother I knew I couldn't greet my grandparents carrying the lingering odor of our incestuous evening. I squared my shoulders and burst from the bedroom with a smile on my face.

"Well, good morning. At long last ... he lives," Gramps turned from the stove to greet me with a large grin.

"Hiya Gramps," I responded, rubbing my eyes, looking around for Mom. Neither she nor Nana were in sight.

"I put bacon and eggs on when I heard the shower," Gramps bellowed as he flipped something in a smoky frying pan. "Now that those women are gone we can put some meat on you. No more fruity stuff," he waved in the general direction of the fridge.

"Mom and Nana are gone?" I couldn't help the disappointment that crept into my voice but Gramps didn't notice it.

"Yup. Gone shopping. What a surprise." Gramps was shoveling the entire frying pan onto one plate. "Sit yourself down," he indicated the spot on the table already set with a huge glass of freshly squeezed orange juice. By the time I sat down a huge plate heaped with bacon, eggs, hashbrowns and fried tomatoes clattered in front of me. "There's your toast," Gramps yelled, already turning as I thanked him and wondered how I was going to eat all of this let alone the four pieces of toast that had just popped up.

I had already decided this maybe wasn't such a big problem when Gramps sat down with his coffee and pushed a sideplate full of toast at me.

"Eat 'er up," he growled.

I tucked in expecting Gramps to chatter away but he just sipped his coffee without talking.

"Never talk when a man's hungry. He won't listen nohow," Gramps said. "Women. Takes 'em years to get that, if ever."

Gramps refilled his coffee as I was finishing up, a little surprised that I had finished it all. A matching mug of black coffee was shoved in front of me. I decided not to ask for cream even though I didn't enjoy the taste of coffee on its own.

"We need to talk, you and I."

Oh, oh. I had never had a man to man talk with Gramps, and it sounded like one was coming. I had thought he was about to tell me how we were going to spend the day, with me being dragged around to meet a bunch of old coots, but this sounded ominous.

"You know, I grew up in tough times ... in the thirties ... it weren't easy, and then I went to war."

I nodded, relaxing. This wasn't going to be so bad. I knew Gramps had been in the war for years, in some pretty tough battles, but he never talked about it. Mom said he never talked about it to her or Dad, and he never talked about his childhood in the Depression either. She assumed he hadn't had much of one.

"I wasn't a boy like the others when we went to fight, though I was the same age. I thought like a man already, and that probably kept me alive." Gramps took a long pull from his mug, set it down on the table, and looked at me. "I'm going to tell you why, and I don't want you to ever tell anyone else."

Gramps looked steadily at me, his eyes piercing through mine.

I nodded, shaking my head slowly but deliberately up and down. "No sir."

Gramps eased back in his chair, swinging one arm back and sliding his coffee mug to the edge of the table with the other.

"My mother was a beautiful woman," he said. "You've only seen pictures of her at the end of the war, when she was sick, haven't you?"

I nodded again. Gramps reached into his shirt pocket and tossed three old pictures across the table to me.

"That's her when she was younger, by eight or ten years."

He was quiet while I looked at the pictures. Aside from the plain clothes, strange hairdo and lack of make-up, it was clear that this was a very attractive woman. The simple cotton dresses, though covering my great grandmother's legs almost to her feet, clung to a very womanly figure.

I was confused. I knew Gramps had been close to his mother but she had died before he came home from overseas, and like the war, he never talked about her. Too emotional, Nana had explained to me once after I had asked when I was little. Her query, "You don't want to make a tough old man like your Gramps cry, do you?" had stopped me cold.

Expecting some adventurous war stories, I had an inkling that this might be about something deeper, more important.

"She really was beautiful," I said, a little bit of awe and lots of respect in my voice.

Gramps scooped the pictures up and looked carefully at each one before putting them back into his pocket.

"She was the most beautiful woman in the world," he said, in a voice I could hardly hear.

"My father," his voice grew louder, "now he was cut from a different cloth. Not that he wasn't a handsome devil. That he was. But he was a salesman, and a successful one too, until the Depression. And then it got hard to get by with just talk, but that's all he knew and it weren't enough. Nobody trusted nobody."

Gramps took another long sip of coffee.

"Yup. I remember them being so happy when I was little, before the trouble started. And then he started going on his road trips and except for that first time, they seemed less happy each time until finally they acted almost like complete strangers. He was still cheery and talkative, most of the time, but it was all kind of hollow, phony like."

Another pull off the mug.

"Each time, he came home with less money, though he always wore these nice striped suits. He needed them for work, he said. I could hear them arguing at night. Mom started taking in laundry, and his trips grew longer and longer."

"I remember her crying after I found a fancy, bright red crayon in the back seat of Dad's car. You could twist it and it would come out of this little tube. It was lipstick, of course, but I didn't know it then. Mom just went off by herself and sat on the old bench looking out over the prairie."

Gramps looked up from the table where his eyes had been all along but he looked past me over my shoulder, staring into space as if he was watching the scene that taken place so long ago.

"My father came out of the house and looked at her sitting there. Then he looked at me and asked if Mom said she was going to make dinner soon. He stopped dead in his tracks when he saw what I was playing with and looked at Mom again, long and hard. Then he just turned and walked back into the house. He was gone when I got up in the morning, before breakfast even."

Gramps got up and walked to the counter. "More coffee?" he asked.

I shook my head. My mug was still full. Gramps filled his mug and sat down again.

"It's harder, I think, for beautiful women to be passed over. They're not used to something different their whole lives and they don't understand how to deal with it when it happens. It can break them."

I nodded, not knowing what to say.

"Your mother looks like your great grandmother, my mother, more than Nana. Doesn't she? You can see that in those pictures, can't you?"

Gramps focused his eyes on me, expecting an answer. I nodded.

"She's a beautiful woman too, your mother." I nodded. Where was this going?

"And your father is a lot like mine."

Gramps had never said anything bad about Dad before. Did he think they were going to get a divorce. Was that why Mom was staying longer?

"But she'll live with her choices. She's made her bed and she'll live in it. She won't leave."

I nodded, implicitly agreeing with Gramps' assessment.

"She deserves to be happy, your mother. She's a good woman, and she has a right to have love where she finds it."

I stared at Gramps, confused. I really had no idea why he was telling me all this. Evidently Mom and Dad weren't getting a divorce so he must be telling me to provide extra comfort and support because she wasn't happy in her marriage. Gramps must know that Dad was fooling around. Had Mom told Nana, and he heard from her? I couldn't see Mom confiding in her Dad.

"I can see you're wondering why I'm saying all this. I'm going to tell you a little story so you know what I'm talking about, and you can figure it out from that."

"By 1937, Mom and I were essentially living on our own. Dad rolled in every month or two, sometimes three but by that time we could get by without him. I was working a few odd jobs but made most of my coin playing for the house at the local pool hall. I played against men, drifters mostly, but some local guys too. And Mom didn't treat me like a boy anymore."

"Sometimes I came home late but Mom was always there to greet me with a mug of hot milk or some other little treat. She would already be dressed for bed and as time went on, she became careless about cinching it around her waist. There were a few nights where she simply forgot and I could see her with just her nightgown covering her, an old nightgown worn thin by too many washes. There wasn't much left to the imagination, and I had quite the imagination then."

Gramps snorted, his eyes staring up into a corner of the kitchen, mind wandering. I was glad he wasn't looking at me. It was pretty uncomfortable to have your Gramps talk in a sexual way about a woman, let alone his own mother.

"Then one night he came come again, looking the worse for wear and tear, and this time was drunk. There was an awful row. When I woke in the morning, he was sleeping, passed out really, on the chesterfield. He was sullen when he woke and he didn't say much of anything for the rest of the day or the next. Mom was equally short with her words and when she did speak, it was brief and terse. Dad slept on the couch again and was gone the next morning. Mom seemed relieved."

"Mom made a special dinner that night and though I didn't want to go I left for the pool hall. She told me she understood, a good man has to do what he must for his family. I had a good night and was later than usual but Mom was still up when I got home. The lights were off except for one lamp in the living room where she greeted me, which was strange since she always waited for me in the kitchen. When she handed me the mug of hot milk her robe opened. It wasn't even loosely tied and she was wearing a different nightgown underneath, one that tied together with several cotton laces, but only the bottom one near her tummy was done up. I could see her breasts."

"Well, I drank that mug of hot milk in two gulps. It was fresh from the stove and burned my lips but I didn't take my eyes off Mom for a second. She smiled at me and said something about milk, then stretched her hand toward my face and her fingers delicately wiped the sides of my mouth, slowly, her smile widening below her soft eyes. 'You look so tired,' she said. 'Come to bed now.' She turned the light off and led me by the hand upstairs toward the faint light coming from her bedroom. I tried to continue past toward my room but Mom pulled me into hers until we stood beside her bed."

Gramps cleared his throat, then continued.

"She let go of my hand and, still facing away from me, took her robe off and let it fall to the floor. Turning her head to the side, she said, 'I told him not to come here anymore. I told him it's not his home now.' She turned her face forward and though she spoke softly and was facing away from me, her words rang in my head, 'You're the man here now.' And on her last word, her nightdress fell from her shoulders, sliding down her arms and past her hips to the floor. My eyes followed as it dropped but quickly rose up her legs to her buttocks, firm from hard work and a lean diet. I didn't get a long look because Mom threw back the bed covers and twisted around to lay down on her back, completely naked. She didn't make any move to cover herself. 'It's time to decide, Hank, if you want to be the man of the house.' And with that, she opened her legs, her soft eyes fixed on mine, and waited."

Gramps let out a long sigh and for the first time looked directly at me.

"Well, I stood there for a minute. Not because I couldn't make up my mind. I just couldn't make my body move. She waited, without moving and her expression didn't change except to smile when my fingers started undoing my shirt. A minute later, I was between those legs, and I was there every night after that until I went to war. If I'd known that she wouldn't be there when I got back, I never would have gone."

Gramps paused, his eyes still holding mine, for a least a minute, his hand reaching across the table to grip mine.

"But in those short years," he continued, his voice cracking with emotion, "I gave more happiness to that sad woman than she got from my father in all the years he was with her." Gramps stopped again, his face quivering with emotion. "Now, I can see that my girl is the happiest that I've seen her in years, and I know what you're been doing." Gramps nodded his head as I started to shake mine. "I know," he went on, "and you have my blessing if you do one thing."

I couldn't speak but my eyes were questioning. Gramps' head was nodding.

"You keep her happy for as long as she needs you. It's not your choice to stop. Promise me."

It was my turn to nod. "I promise Gramps."

"Good boy," he said. Standing, he said, "Why don't you get dressed and we'll go look at some boats.

Gramps never spoke about that again. He'd said his piece, and he was done.

That night I slid down between Mom's legs and showed her how much I appreciated her. I doubt there are many men who have licked a pussy as long, with as much enthusiasm, and as much variation as I did that night. I know it was the best effort of my life and by the sounds from my mother, it was much enjoyed.

The next morning, I delayed our outing for the day until the time we had left two days prior, hoping to encounter that other boy and his mother. In the elevator, Mom didn't make a move to remove her bra, which had become a ritual for us. The elevator stopped and the boy and his mother entered. Mom stepped in front of me to give them room on the other side of the elevator. Though the woman had entered first, she left room for her son to step behind her, her eyes remaining fixed ahead when his hand cupped around her hip to pull her back toward him. The elevator door closed. No one moved so I reached past Mom and flicked the switch sideways, turning the elevator off.

"Do you mind," I asked, speaking to other son. "It's so hot out there but staying with my grandparents, well, there's a little ritual we have to do before going out but after we leave the apartment."

The boy looked confused. Neither Mom or the other lady turned to look at me.

"Your bra, Mom," I spoke quietly.

Mom didn't move.

"Your bra," I repeated. "You know how hot it is outside."

I slipped my hands around to Mom's front and started undoing the top button of her blouse. I could feel her shoulders stiffen but she didn't try to stop me even though her face reddened as I continued to the second button. The other son's eyes were glued to my hands but his mother stared straight ahead, her own face flushing like Mom's. I finished the second button and moved on to the third. When it was done, I reached in to twist Mom's bra undone, then pulled my hands away.

"You know I have trouble with that. Can you do it please?"

Slowly, like it was the last thing she wanted to do, Mom's hands rose until she reached the bra. A few short hands movements and she pulled the bra out of her blouse, hands falling to her side, one holding the bra.

"Thanks Mom," I said, reaching around to do up her blouse. When I finished, I took the bra and stuffed it into Mom's bag. She was still standing rigid, looking straight ahead.

"That's a good idea, isn't it Mom" the boy spoke.

Turning at the sound of his voice, I saw his hands already fumbling with the buttons on his mother's blouse. A few minutes later, she pulled her own bra out and handed it to her son, doing her own buttons up as he pushed it into her bag. He had undone more of her buttons and she was less adept than Mom at extracting the bra which provided me with a quick glimpse of her tits. I switched the elevator back on and pressed the button for the ground floor. Nobody spoke and they left first for the cab like they had the other day.

After his mother slid into the cab and Mom had passed on the way to the taxi behind theirs, I asked the boy what time he thought they might be coming home. Mom wasn't surprised when I urged her to come home early, and though it was only just after one she said she was a little tired of shopping too and wouldn't mind having a restful afternoon at home. We arrived at the front of the building at two right on the nose, just behind a cab that disgorged guess who. Both women looked surprised and, despite the way they have ignored each other that morning, greeted each other warmly. We walked behind the women, enjoying and sharing our own warm feelings in silence. We chose the elevator on the left again, which seemed to be the one least used.

I pressed the button for the floor just below theirs. Nobody corrected my error. When the door opened, we all stood quietly until is closed, then I leaned forward and flicked the switch to turn the elevator off. Nobody spoke. Calmly, I reached around to undo Mom's blouse and noticed my partner do the same almost as quickly. The women looked straight ahead, as before, but I noticed that Mom's shoulders weren't stiff and tense. I undid all of Mom's buttons until I reached the waistband of her skirt and then, on impulse, I pulled her blouse apart, exposing her breasts completely.

I felt a strangely proud sensation as I looked over Mom's shoulder at her breasts, hanging nicely from her chest, her nipples jutting out, stiff and excited. Her breathing betrayed her arousal and the rise and fall of her breasts made her look even sexier. I turned to look just in time to catch my partner pull his mother's shirt apart and to see her tits burst forth, nipples proudly poking out. He looked over at Mom's tits and then slid his hands under to lift his own mother's breasts, holding them out. I did the same. He giggled and I couldn't suppress an answering laugh.

"Ok, boys," the other mother spoke for the first time. "Stop it now."

In answer, my partner turned his mother towards us and I did the same with Mom. Despite my greater height, our mothers were the same and their breasts lined up just inches apart. He giggled again and moved his mom's breasts in a little circle, I did the same, laughing in return.

"Boys," Mom said, just as the other boy pushed his mother forward. Reacting, I pressed Mom and their tits mashed together. "Boys, really," Mom complained.

A similar complaint was put forward by the other mom but neither tried to push away or raise their hands to stop us from moving their breasts against each other. They each exhorted us to stop several times, their voices sounding huskier each time as their boys pulled their tits apart and sparred, each wielding a pair of stiff nipples. As we crossed our mother's nipples, brushing back and forth, I pressed my hard boner into Mom's behind, sure that my partner in crime was doing the same.

"Stop, please stop now," the other woman said, panting.

"Yes, that's enough," Mom echoed, her own voice as shaky as the other mom's.

"Okay, okay," I agreed, pulling Mom away. As we reconnected the buttons on their blouses, I said, "Ten tomorrow morning?"

"How about eleven? I feel like sleeping in." I was shocked to hear that from the other mom.

"Eleven, then," Mom replied.

Well, you can imagine how impatient I was to get Mom out the next morning. She dawdled and dawdled and it was plain we weren't going to make it out by eleven. She deliberately stalled and took extra time for everything. I was getting really antsy and frustrated and just after I angrily threw myself onto the couch, resigned that the rendezvous wasn't going to happen, Mom called cheerily from the door.

"Come on, Craig. It's almost eleven."

I almost snapped my spine leaping off the couch. The door was open and Mom was halfway to the elevator. I ran to catch up. In the elevator, I pushed the button for their floor. He was waiting at the door when it opened, sporting a bulge in his pants, and looking impatiently down the hall. I peeked out to see his mother strolling casually our way, in no hurry. Though I hadn't thought it before, she looked really hot.

"Good morning," she said cheerily to Mom as she entered. "Sleep well?"

"Oh, yes."

That started a chatty conversation between the two moms. I leaned forward and switched the elevator off. They continued their conversation, looking at each other this time, as we undid the buttons on their blouses and loosed their unfettered tits.

They both laughed at our shock but didn't say anything else about our surprise at finding that neither of them had worn a bra. Had they called each other? I don't think so. I think they just had the same mischievous mind. They continued chatting as we recovered and turned them to play our childish nipple swordplay. We played longer this time and our jousting involved longer presses and rubs. The women seemed more excited, as were we, it being obvious that we were both grinding into their behinds.

The thing was, neither woman told us to stop, or seemed about to. We were each squeezing our mother's breasts to make their nipples stand out more to aid our swordplay and during one joust, I reached out with a spare finger and rubbed it across the other mother's nipple. Immediately, my parry was returned. Soon, we were constantly feeling each other's mother's tits, our heavy breathing echoing off the walls of the elevator.

Suddenly, I pulled back. Looking into my partner's eyes, I turned Mom to face the back of the elevator and pushed until her breasts pressed against the dull stainless steel finish. The other mother was pressed into the same position, her hands pressing against the wall. Mom placed her hands against the wall took and her right slid over to hold the other woman's left hand. They locked gazes and waited while the other boy watched me, and waited.

I bent down to grasp the hem of Mom's skirt and dragged it slowly up her legs, stopping when it bunched below her ass. I looked at the other boy and waited for him to copy me. He did and then waited.

I pulled Mom's skirt over her bum to her hips and stopped. I watched as the other boy did the same, appreciating the sight of his mother's ass covered by a pair of lacy, black panties that stretched across her cheeks about halfway down, just like Mom's red ones. We smiled at each other and so did our moms.

Holding Mom's skirt with one hand, I began tugging her panties down with the other. Eventually I got them below her butt front and back and saw that my colleague had done the same despite starting after me. Inserting my hand between Mom's legs, I pushed the panties down to her knees and stooped to take them the rest of the way down, waiting while she raised each foot to help. Standing, I held Mom's red panties out to my friend in exchange for the black ones. We shoved them into our pockets at the same time and let our mom's skirts fall down to cover their sexy, bare cheeks.

"Let's stay together today," I suggested. Everyone nodded, each agreeing with a murmured 'yes'.

We spent a very pleasant day together. With another woman along, Steve and I got a break from such intense shopping duty and both Robin and Mom seemed to enjoy themselves more. It doesn't matter how good a man is at shopping, a woman companion is always better. After a nice lunch we headed home. Neither of us touched our mothers until the four of use were walking alone along a curving sidewalk through a park adjacent to the last cluster of stores we frequented. Only then did our arms circle our Moms' waists. But once again ensconced in the elevator, things quickly changed.

Mom entered the elevator first with me right behind. Before she could turn around, my hands held her in place as I waited for Steve and his mother to step in beside us. Following our lead, Robin faced the back of the elevator without her son having to hold her. As the elevator door closed, I reached behind me to push the button just below Steve and Robin's floor. I pushed Mom's back lightly and, instead of stepping forward, she obligingly fell forward to press the side of her face against the back of the elevator as she correctly interpreted what I wanted to happen. Robin patiently waited for Steve to copy my action. Although it wasn't necessary, I kept my hand between Mom's shoulder blades to hold her in position as the elevator proceeded to its destination. Steve watched me, and the women looked at each other, but I made no further moves until the elevator stopped and I had switched it off.

The lacy black panties snapped as I yanked them out of my pocket, matched by a similar sound when Steve pulled Mom's red panties out of his pocket. Kneeling, I fed Mom's feet through Robin's black panties and tugged them up her legs, past her knees and part way up her thighs under her skirt. Steve followed suit, dragging Mom's red panties up his mother's legs and under her skirt. Standing, I saw that our mothers were once more holding hands as they gazed into each other's eyes.

I spoke quietly, "Close your eyes."

When they had both complied, I looked down at the lump in front of me and pushed my shorts down, freeing myself. Steve's eyes opened wide as my cock sprang out, clearly ready for action. I don't know what he thought was about to happen but he was clearly surprised. I waited, not looking at him, until he did the same. Then, I lifted Mom's skirt slowly over her ass until it was gathered at her waist where I held it until Steve had done the same with Robin. His mother smiled as she felt her skirt being lifted and she began to pant.

I slipped my free hand between Mom's legs and cupped her pussy, aligning my long middle finger with her crevice and pressing between her lips until it was partly inserted in her already moist slit.

"Ohhhhhhhh," she cried in surprise.

"Keep your eyes closed," I whispered quickly as I saw them start to flutter open.

I had pulled back and pushed my fingers forward into Mom's pussy when I saw Robin react to the touch of her son's fingers.

"Ohhhhhhhhhh, Stevie, Stevie," she moaned.

I looked over to see Steve's hand moving underneath Robin's skirt and saw that he was watching my own hand busy working underneath Mom's. I smiled and he answered with a huge grin. We worked away for about a minute to the beat of our mothers' sighs and moans until Mom started to put a stop to this transgression beyond the boundary of her acceptance.

"Craig ... ohhhh, ohhh ... that's enough now."

"You mean ... huuuuuu uhhhh ... take my hand away?"

"Yesss ... uhhhh ... yesss."

"Ok."

I yanked my fingers out of Mom's pussy.

"Ohhhhhhhhh," she cried, sounding unconvinced that she really wanted me to stop.

"You too ... uhhhh uhhhh ... Stevie," Robin panted.

Mom was panting against the steel wall, eyes closed, but Robin opened her eyes as her son pulled his fingers out of her. She looked at the intense expression on Mom's face but her eyes were quickly distracted and directed to my hand guiding my cock toward Mom the bottom of Mom's ass. Like her son's a moment ago, her eyes widened but didn't warn her new friend. Instead she watched, enthralled by the impending surprise about to be visited upon my mother.

My cock slipped through Mom's wet lips and penetrated a couple of inches before her eyes flew open in shock.

"Ohhhh, God, Crraiiiggg."

I pushed home, lifting her up and pushing her whole body against the wall. I held her left hand with mine and covered her right, still holding Robin's, with mine. I pulled back and quickly thrust into her again, then again, and again. I didn't stop. I kept fucking Mom, her face sliding up and down against the wall. I was only vaguely aware of Robin's cry as her own son penetrated her and her head also began sliding up and down the wall.

All too quickly, it was over. I was spurting hot thunderbolts of cream into Mom, gasping and gulping for air. As soon as I was finished, I stepped back, pulled up my shorts and reached down to tug Robin's panties snuggly over Mom's ass. Steve quickly followed suit as I straightened Mom's skirt. I flicked the switch for the elevator and pressed the button for the next floor. Mom spoke behind me as the elevator lurched into action.

"Should we get together tomorrow, then?"

"Yes, certainly," Robin replied, her calm voice belying the intense expression that had molded her face moments ago.

I owed Mom bigtime for that one and my face was between her legs for quite a while that night.

I was disappointed the next day when Mom said she was tired and begged off shopping. Who knows what would have happened next in the elevator? Mom sent me down with a note to tell Robin and Steve we couldn't make it since we didn't know their phone number. I knocked on the door, expecting to just hand the note to Steve's grandparents, then thought I had better hand it directly to either Robin or Steve. I was trying to think of an excuse to give his grandparents when the door opened. Robin's face broke into a big smile when she saw who it was. I held the note out but she had already turned away and was walking down the hallway, telling me to come in.

"Lock the door behind you," she called.

I followed, looking at her legs as she padded barefoot along the carpet, the pleated skirt swirling about her tanned calves and her long curly, dark brown hair bouncing on her shoulders first showing, then hiding, the tanned arms poking out of her sleeveless blouse. I caught hold of myself before she turned around because I realized that her parents might be see me ogling their daughter.

But they weren't there, and neither was Steve.

Robin walked straight to a couch and sat near the far end, motioning for me to sit at the other end before opening the little card with Mom's note. Her face softened into a smile as she read and I realized how pretty she was, how attractive the mature lines were in her face were and how they made her strangely sexier than girls my own age. As Robin closed the note, she shifted to face me a little more directly, lifting her left knee onto the couch to accommodate her move. I couldn't help dropping my eyes to her legs as the loose skirt was drawn higher above her knees. I blushed, knowing she saw me look.

"So, that was very naughty of you boys yesterday."

I didn't know what to say. Yesterday, this woman and my Mom seemed to be almost under my command but today I was confronted by an assured, slightly amused woman who was definitely in control of the situation. I looked around the apartment, as if looking for help, or an escape.

"They're not here," Robin said in response to my questioning glances.

"Where ..."

"Out," she explained simply.

I looked back to find Robin looking expectantly at me, awaiting a response to her first comment. My eyes dropped to her chest, noticing that her blouse was unbuttoned sufficiently far down for me to see she wasn't wearing a bra, at least not a conventional model. Quickly, I shifted my eyes up, fixating on her face, but she was already smiling knowingly at me. Her eyebrows lifted.

"Yes," I choked out.

"Your mother's note says she got a special treat to make up for your naughty behavior."

I looked agog at Steve's mom, completely taken aback. Mom had told her in a note?

Robin lifted her right leg and straightened it out to poke my knee with her toe.

"I didn't get a treat."

I was still at a loss for words when she nudged my knee again. I noticed that her toes were covered with a light pink polish that looked very nice on her tanned foot. She poked me again.

"Certainly not anything special." Nudge. Nudge.

"I ... uh ... I, uh ...," I stammered.

"Oh it's ok, Craig. I was just teasing you," Robin laughed. She reached behind her to adjust a pillow and sat back against it, shifting her left leg completely onto the couch and also her right, leaving her foot resting against my knee.

"Will you do me a favor, though?"

"Sure," I answered, eager to find some way to recover from my embarrassing incompetence.

"You promise?" her tone was teasing.

"Yeah," I responded, less certain now.

"Will you return your mother's panties? Red just isn't my color."

"Oh sure," I blushed at the thought of exchanging our mom's panties the day before. I shifted my weight, getting ready to get up, thinking she was going to get the panties for me but she stayed put, so I eased back again.

Robin just looked at me, smiling. I was beginning to get unnerved again when she reached down to grasp the hem of her skirt and slowly dragged it up until I could see my mom's red panties covering a prominent mound of pussy.

"Black really is more my color, isn't it?" she asked.

I nodded, then shook my head, mesmerized by her yawning thighs, by the dark slit I could now see running vertically up the center of Mom's panties.

"No, they ... they look pretty nice ... on you," I managed to get out.

Robin smiled.

"Do you think so?"

She stretched, pushing her mound even tighter against the panties, garishly outlining her pussy lips.

I nodded, more enthusiastically now.

"No. I still think black suits me better," she contradicted my enthusiasm for the red muff in front of me. "I still want you to take them back to Myra for me."

I nodded dumbly, now just wanting to look at the pussy slowly pulsating in front of me as Robin tensed and relaxed the muscles in her thighs.

"Take them off," she whispered.

"What?" I looked at her, not sure I'd heard right.

"Do you like our little elevator games?" she asked.

I nodded, slowly.

"Then take them off." She raised her feet toward me.

I didn't have to be told again. I shifted toward her and she raised her feet even higher to give me better access. I grabbed the sexy little red panties and started tugging them, feeling her heels dig into my back as she lifted herself, allowing me to slide them over her ass and up her thighs. I stared at her bare, lightly haired pussy as I pulled the panties over her knees, down her tensed calves and off her feet. Robin's feet immediately curled behind me again, her heels digging into my shoulder, urging me forward.

"I didn't get a treat," she said, her hands stretching out toward my face, feet still urging me forward.

"Is mine pretty, too?" she asked.

I nodded. I was now close enough for her fingers to grasp the sides of my face.

"I want to be special too," she cooed as her hands guided my head down, her thighs widening and pushing up to meet my mouth.

"Ohhhhhhhhhh ... yeaaaaaahhhhhhh," she cried as my mouth enveloped her wet lips and my tongue thrust inside.

I lapped and licked her for ... it seemed forever. She moaned and sighed and twisted and thrust and pulled my head in tight, squeezing me with her thighs. It was like she'd never had her pussy licked. When she recovered from her orgasm, Robin picked up the panties and walked away.

"Come on," she said. "We still have time before they get back."

She led me into the guest bedroom and I could see the same kind of double bed and cot arrangement that had been provided for Mom and I. Robin removed her blouse and dropped her skirt. Naked, she turned to me, put her arms around me and kissed me full on the mouth. Her hands pushed my shorts down while we kissed.

"Thanks, Craig. My husband has never done that for me. He's too macho."

What an idiot I thought, trying to kiss her again. She pulled back but grabbed my cock in her hand.

"He was born in Greece, you see."

I nodded as if I understood but I didn't. I pulled my t-shirt over my head and reached out to envelop her in my arms for another kiss but she stepped back toward the bed, pulling me by my cock.

"Do you know what that means?" Robin laughed meaningfully.

I had to come clean. I shook my head.

Robin laughed out loud.

"It means, dear boy, that now it's your turn for a treat."

With that, Robin turned around and crawled onto the bed to lie on her tummy. She twisted her head around to look at me and stretched both hands behind herself to grab her ass cheeks, spreading them apart so her pussy opened, as did the brownish hole above it, into a little 'O'. Her voice was hoarse when she spoke, some of the sexiest words I've ever heard.

"Do you want it?"

Comprehension rammed into my brain. I clambered onto the bed, grabbing my pole and trying to aim it at her, failing in my clumsy haste.

"Slowly, boy," she cried. "Spit on it first."

"What?," I almost shouted, still eager to get into her.

"Spit on it," she repeated, nodding at her ass.

Finally clueing in, I spit on her ass.

"More," she rasped. "Get down there and drool on it."

I bent over and forced as much spit out of my dry mouth as I could, eventually getting enough to surround her open little hole and even drip inside. I got my cock up there and nudged the tip against her slippery sphincter, surprised when it immediately widened to accommodate my girth. I guess Robin got fucked in the ass a lot because it only took me a minute to work the rest of my cock inside her, including pulling out to drool into her ass again.

I fucked Robin's ass according to her instructions. I probably learned as much in that one fuck session as I would have in three years of fucking another woman's ass. Robin was very knowledgeable and not shy about telling me exactly what she wanted me to do, and when. Of course, I came within the first few strokes but Robin told me to keep moving and my cock hardened before it could get soft. I unloaded two more times before Robin decided I had been given enough of a treat to make up for the tongue lashing I had provided for her.

We dressed and Robin walked me to the door. She stopped me there and engaged me in a very long sexy kiss. I was hard again when her lips pulled away from mine.

"You're a very sweet boy," she said. "Before you and Myra leave, I'm going to give you something that you could never get without me."

"We're leaving in a couple of days," I informed her, trying to kiss her again but she kept me at bay.

"Tomorrow then," she husked.

With that, she pushed me out the door.

Mom gave me a strange smile when I entered the apartment to find her having tea with Nana and Gramps but she didn't ask me why I had been so long.

The next day, we left for shopping as usual. In the elevator, Mom said we were going to stop by Robin and Steve's before going on, which we did. Steve's grandparents weren't home and he entertained me while Mom heeded Robin's call to join her in the bedroom to help her choose something to wear. They joined us a few moments later, smiling mischievously, both women walking straight to the couch and kneeling on it, facing the back, looking out through the windows of the glass door leading to the balcony.

Both women now wore similar outfits, my mother having changed, that were much like the sleeveless blouse and loose skirt that Robin had worn yesterday, sitting on the same couch. The two mothers giggled and looked over their shoulders at us, then down at their bare legs. Mom spoke.

"We think you naughty boys should put our panties back in the right place before we go out." They both laughed like a couple of school girls and turned to face the windows again.

Steve and I looked at each other, grinned, and lined up behind our respective mothers. In less than a minute, two skirts were flipped up on two motherly backs and two eager sons were dragging a pair of panties down a foursome of tanned thighs. The panties were pulled just as quickly over two sets of well-muscled calves and tugged over the attached, pretty pairs of feet. Then there was a long pause as two t-shirts were tossed aside, sandals were slipped off, and shorts were downed.

Two naked boys, standing behind their moms, still dressed in blouses and skirts, though they were flipped up to show a pair of lovely, womanly butts. Two youthful cocks soon nestled therein, each lined up along the groove of its own gunsight. But there the hurry ceased. Casually, two pairs of hands reached around to let twenty fingers loosen buttons and unfetter four beautiful, mature breasts, proud in their slight sag and weighty appeal.

Kissing and nuzzling followed with squeezing and tugging until four nipples jutted forcefully toward the ninth floor balcony, and cocks were sliding between four cheeks. Soon the panting and humping progressed until two cocks entered a pair of soaking wet pussies on a timemark that could have been set by NASA. 'Ohhhhhs' and 'ahhhhhhs' were replaced by grunts and groans and the matched timing was soon lost as individuality rose to the surface and claimed the day. One mother's head was slumped over the back of the couch as her son slammed his cock into her, her head lurching with each lunge. The other mother's head was held high, her son's hand gently cupping her neck under her chin to prop it up, his own thrusts slower and less frequent if not less urgent.

Even with such discord, cum splashed inside the moms at almost the same instant and the urgent, hard lunges slowed to almost the same pace as the two sons squeezed their seed lovingly into their mothers' pussies. Both women leaned forward over the back of the couch, gazing at each other and smiling, just as their sons' were grinned at each other behind their backs.

Then one mother began working her hips back against her son, urging his boner to full staff. Watching her friend, Myra soon began to do the same for Craig who quickly hardened to fully enjoy the slippery feel of his mother's clutching sheath. For several long minutes, Robin and Myra slowly milked their sons' shafts, applying extra effort to work their hips and pussies to maximal effect, twisting and squeezing until both boys were moaning behind them.

Then, Robin did something that surprised Myra. She slipped her hand into the crevice between the back of the couch and the seat cushion and retrieved a squeeze tube which she handed back to her son. Steve squeezed the tube, exuding an oily substance at the top of his mother's ass which slowly oozed down into her crack. Pulling his cock out, he squeezed more onto its tip and them pressed back against his mother's ass, holding himself there without pushing in any further. He then looked at Craig and handed him the tube.

Craig took the tube, surprised at this turn of events but nevertheless following Steve's lead. He squeezed the tube above Myra's crack and, while it oozed down, pulled his own cock out and lubed it too.

"More," Robin whispered. "She'll need more."

Craig squeezed more lube onto his mom's ass, a lot more.

Steve pushed his cock into his mother's ass and Robin's mouth opened into a big 'O' signaling its advance up her back channel.

Craig started to slip his cock back inside his mother but Robin reached out and grabbed his cock. Looking into Myra's eyes, she lined Craig's cock up on his mother's crinkly little hole, rubbing it in a little circle on her oily pucker as Craig pressed gently forward, until it opened a little, just enough for the tip to partly insert itself. Robin's hand withdrew to grasp Myra's, her eyes still holding the other woman's. Realizing he was still holding the tube, Craig squeezed more onto the top of her cockhead, watched it dribble down into his mother's asshole, and squeezed out more, pushing until his cock popped inside her anal ring.

He paused there to let his mom acclimatize, watching Steve fuck his mother as if he was in her pussy, her obvious enjoyment encouraging Myra not to deny her own son, waiting, allowing this almost painful, awkwardness a chance to yield the same kind of joy her friend was reaping.

Robin's voice rasped forth. "Can you feel your son's cock in your ass?"

Myra nodded, holding her breath and releasing it slowly as she got used to her son's cock.

"Is it good?"

Myra nodded, though she seemed uncertain.

"There's nothing like it," Robin panted. She turned her eyes back to Craig. "Start moving," she instructed. "Fuck her. Fuck your mom's ass."

Robin turned her eyes back to Myra's again as Craig slowly pushed in, stretching his mother's sphincter, forcing her eyes open wider. Back he pulled, and then forward, but further in. Back, then further in again. Soon, his pelvis met his mother's cheeks and he began to regularly fuck his mom just like Steve was doing. Myra was no longer nervous, she was moaning with each thrust. On and on it went. Short strokes, then long. Slow and then hard, his stick pushing her ass around, grinding her against the couch. She couldn't believe how good it felt, or how long her son could fuck her. He lasted way longer than he did in her pussy. Soon a glow began to spread from her ass to her cunt and from there through her pelvis, reaching her tits, tingling everywhere. She was groaning and groaning. Suddenly she felt his hot liquid filling her ass and it triggered her own explosive release, flooding her legs.

It was a long time before her breathing returned to normal. She could hardly walk when Craig pulled her to her feet and steered her down the hall. To the bathroom? She didn't need to go. No. He was leading her into a bedroom, over to the bed, laying her down on her tummy. Yes, she could use a rest. She stretched her arms out above her head and folded them in. Craig was pushing her legs apart. What's he doing? His hands spread her cheeks. No. I can't. You can have my pussy later. I need to rest. God his cock was pushing in, in her ass again. Fuck it felt wonderful. How filling. His shaft shoved all the way in. Oh god, he was fucking already. No pause. Fuck. Oh, give it to me, son. Fuck my ass again.

Craig heard none of this of course but he was aware of how his mother lifted her ass back toward him, eagerly reaching to meet each thrust. He was amazed that she liked it so much. He loved it, but he thought women just endured it. There was no question his mom wanted it. God, listen to her, he thought. She really likes it this way.

Tomorrow they were going home, but nothing was going to be the same there. Not ever. Thank you, Robin. I love you too he threw his silent thought back through the open bedroom door.

"Unnnngghhhh," he suddenly thrust hard between his mother's cheeks, forcing a grunt from Myra's mouth. "Unnngghhh ... unnnggghhh ... unnngghhhhh."

Craig hunched down, close behind his mother's ear.

"I love you Mom."

We left the next afternoon but there were many more visits after that. Mom and Robin must have exchanged phone numbers or emails because our trips always coincided with their visits. Mom argued with Dad about keeping the condo for winter holidays after Nana and Gramps passed away. There was no way she was going to relinquish our get aways. With the condo and full privacy for ourselves, we had a wonderful time. Steve's grandparents passed away not long after mine did but they sold their unit because the proceeds had to be shared among several family members. When they came, they stayed with us. After Steve took jobs we were often unable to be there at the same time but our moms were. Having two women fuss over you is wonderful but trying to keep up can be a daunting task, even for a younger man. I have a video clip of Robin feeding Mom grapes while my face is buried between Mom's thighs. There was lots of fun stuff like that.

One thing I have to say. Though sex with Robin was great -- and no woman could offer her ass in a more exciting way -- it still didn't compare to my times with Mom. Nothing ever has.




