The Mom Memories: William's Story
byalwayswantedto©

This is William's story started in Chapter 14.

All characters are 18 years or older.

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Part 1 from Chapter 14.

My father's name is Bill and mine is William. That's right, William. Rather than being Bill Junior, I insisted on William after turning thirteen. Before that everyone called me Billy or, if my father was present, Junior. I think the choice made me grow up with more poise and maturity than most of my peers. After the teasing in that first year, being referred to as William just demanded more deference somehow and I learned to carry a certain quiet authority in my mannerism.

My mother's name is Linda. Bill and Linda were a popular couple in their younger days, hosting a lot of parties when my sister and I were growing up. But eventually the parties declined in frequency, attracted fewer new people, and slowly petered out. Still, it was a few years before my sister managed to turn the large party room in the basement into her private domain. The shift was more rapid for me, over my sister's objections, when she left for college. The only compromise I had to make was to store some of her stuff off to one end of the room but that wasn't such a big deal. After she left, I threw a tarp over it and painted it with a can of black spray paint, the dominant color in my new decor.

Dad was nearing the end of his career but rather than winding down that meant he was required to handle increasingly important issues for his company. He was away a lot but was well compensated, allowing my mother to retire, even though she was fourteen years his junior at only 46 years old (Mom was my father's second marriage, he her first). My father did slow down on the home front. His work was taxing and he simply didn't have extra energy to expend when he was home. He had always been a workaholic, so it just wasn't in his nature to lower his commitment to work near the end of his career; he needed to go out with at least one more achievement under his belt.

That left Mom alone while Dad was traveling, or even when he was home. She had long ago stopped accompanying Dad on his business trips since he worked even more on his trips than he did at home. When she had gone she was just bored and alone in strange cities, or stuck with another corporate wife who felt equally saddled. It was worse for Mom after my sister left because that's who she talked with when Dad was gone. Most of her friends were still working hard on their careers. Mom had never really been a career woman, being happy to leave work while my sister and I were growing up, and reluctant to return when we started school. Still, Mom was bored after quitting work.

She started coming down to visit me in the dungeon I had transformed my sister's room into, or had ruined according to my sister after Mom told her what I'd done. I have to say, I considered it quite an annoyance at first, but I realized that Mom was going through a difficult period of her life. She had only been 'retired' a few months, enough time to be bored silly but not sufficient to adopt new interests. So Mom would wander downstairs to visit me almost any time day or night. She had a hard time sleeping now and knew I was a night owl, so she would often knock quite late at night if dim light showed under the door, and eventually she just tapped a warning knock and then walked right in.

Now, I know you're thinking she caught me masturbating, but that didn't happen. Mom just became comfortable wandering in to hang out with me, and I with her being there. In a way it was cool. Mom and I got to know each other as people, well enough for her to be comfortable lying on my bed or in the old chair, sometimes without even talking while I played a computer game and she read a book. She just liked being near someone and I grew to prefer having her around to being alone.

Of course, when Mom visited me later at night, she was usually wearing her nightgown, robe and slippers rather than her typical day fare of blouse and slacks or skirt. I didn't really pay any attention to this at first until the thought crossed my mind one evening when Mom came down to visit even though Dad was home. Mom and Dad never got 'together' at night. Now, I know they used to because I had heard them when I was younger and my sister mentioned how noisy they were after she first moved downstairs. Their room was right above this one and unmistakable sounds floated down the heat vents but my sister only let me sneak down to listen once.

When that memory resurfaced in my mind, I couldn't help thinking about it more and more. They weren't doing it anymore? Yeah, my Dad was getting old, seemingly stressed all the time, and distracted, but my Mom looked younger than her age by a few years. She couldn't have lost interest in sex yet, I thought, not looking the way she did. I mean, she wasn't a raving beauty but she was at least as good looking as Julianne Moore. Still, I was positive that my mom wasn't involved with anybody, and wouldn't be. She was just going through a difficult time. I felt a tremendous softness toward her.

Of course, that didn't stop me from appreciating her form. After all, I was eighteen. As my eyes roamed over her, lying across the end of my bed reading a pocket book, I found myself wishing it was during the day when she would have been wearing a skirt that would show her legs better. I tried to remember the shape of her legs but I had no memories stored there for reference; I simply hadn't logged that kind of information about my mother.

Feigning interest in my laptop (I was keeping up with friends on facebook) I let my eyes glance furtively over Mom's upper body since her legs were wrapped in her full length robe. I had better fortune here because her robe had worked loose and opened enough for me to see the nightdress underneath. I found myself wishing I could see her in just the nightdress. It was a shimmery looking blue material, edged in a white lace border about an inch wide that let me see her skin through the tiny holes in the lace. That was the second time in my life that I felt my cock stir in response to my mom, the first being that time I heard her and Dad at the cost of having my sister ridicule me for getting a boner listening to my own mother getting fucked.

I felt this horrible guilt but at the same time a thrill shot through me, spreading from the tip of my swelling member and through to my loins. My eyes traveled higher, over the curve of her breasts as they swelled above the neckline of her nightdress because of the pressure on them from the way she was lying. A few more inches and -- christ, her eyes were looking right at me. I blushed, too stunned to look away, my muscles incapable of responding and my brain similarly incapacitated.

Mom smiled, "Would you like me to make some hot chocolate?"

I nodded, at least I tried to: my neck muscles resisted my commands. Mom flipped her book over on the bed to save her place and slipped off the bed. The goofiest thought crossed through my mind, about how she would lecture me about how that wasn't good for the binding when I did that with my own books. When I finally managed to operate my head again, she was by the door.

"It's freezing in here," she commented, turning the dial on the thermostat before disappearing into the night.

What the fuck was going on with me? I had just got caught looking at my mother's cleavage. She had to know what I was looking at. How bloody embarrassing. Jesus! How could I face her? I should just pretend I was tired and fell asleep.

I closed my laptop and put it on the bedside table, slipped out of my t-shirt and jeans and under the covers, and closed my eyes. A moment later I sat up. This is stupid. She knows I'm a night owl. She'll know something's wrong. I should just brazen it out, act as if nothing happened. That's it. I was just about to get out of bed and back into my jeans when Mom appeared through the door again, carrying a tray with two huge mugs of hot chocolate, some cookies and cheese.

"Hey, lazybones. What are you doing in bed already?"

"Oh, uh, I was feeling kind of tired."

"Tired? Really? I was about to see if you want to watch that new movie, the one you downloaded on your laptop. You're not really tired are you?"

Mom set the tray down on the table on the other side of my bed, picked up one of the mugs and handed it to me, then passed me the plate with the cookies on it.

"Come on," she said, "watch a movie with me."

"Ok, Mom."

I was relieved that my transgression seemed to be history. I set the plate of cookies beside me and turned to set my mug down and pick up my laptop. My nervousness returned with a bang when I turned back, placing the laptop on my lap. Mom was standing on the other side of the bed removing her robe. I quickly turned my face to my laptop, concentrating on firing it up, but my attention strained toward my peripheral vision, trying to see without looking. I felt more than saw her pull the covers back and slip into bed beside me, plump up the pillow to make herself comfortable before pulling the covers up and over her breasts, but not before I had a fleeting glimpse of bouncing mammaries. I was distinctly aware that she was dressed only in her nightdress, lying only a foot away from me.

Mom watched me start up the movie, then turned to get her own mug and the other plate with the chunks of cheese, setting it beside the cookie plate between us. We watched the movie for awhile but I was very tense and couldn't tell you what happened. Slowly, I began to relax.

"Drink your hot chocolate before it gets cold, honey," Mom's voice broke through to me.

Looking down, I realized I was still holding an almost full mug and Mom's was half gone. I immediately raised it to my lips and took a big gulp.

Mom picked up a cookie and handed it to me but I couldn't take it because I was holding the mug and the laptop still on my lap, so she held the cookie to my lips and pressed it in so I could take a bite.

"It's been a long time since I had to feed you," she laughed, holding the cookie a few inches away, waiting for me to finish chewing.

You might have thought her closeness would have made me even more nervous but it seemed to have the opposite effect. The familiarity relaxed me. I snapped my mouth open like Malcom McDowall in 'A Clockwork Orange' which Mom and I had watched a couple of weeks earlier upstairs.

Mom laughed, realizing the joke, and slipped the cookie in as per my silent demand. I chewed in an exaggerated fashion, took a sip of hot chocolate, and opened my mouth wide for more. We played that silly game until the cookie was gone.

"More?" Mom asked, holding the plate up to me.

I shook my head and she turned to set the plate down on the opposite table. I couldn't help turning to look at her back. The nightdress dipped down lower in the back than it did in the front, showing Mom's unblemished skin and a sexy groove running up the middle, tracing her spine. I felt myself stir again.

Mom picked up the cheese plate and set it on her lap, shifting closer to me, her legs almost touching mine. She picked up a finger of cheddar and nibbled on it until it was gone while we resumed watching the movie. She picked up another piece of cheddar and nibbled it, then turned to place it on my lips. I took a little bite without renewing the cookie game. Mom held her hand a few inches away, watching the screen, waiting. As soon as I finished chewing, she offered the cheese again, not even looking at me.

As I chewed, she took a small bit herself, and held it in front of her. I looked down while she was intent on the movie because I suddenly realized the covers had been lying in her lap since she had started feeding me the cookie so her arm could move. Though her arm now covered most of her breasts, parts were still visible. I admired their round, curvy shape and the way that even the tiniest movement jostled them about, and how wonderfully erotic that was. Perhaps noticing my attention, Mom raised the cheese to my lips again and I took another small bite. She returned it to her own mouth for another nibble, never taking her eyes off the movie while I glanced discreetly at her breasts.

I shifted my position, feigning discomfort just to shake the bed, and her breasts. I opened my mouth for another bite and Mom dutifully raised the cheese to my lips. I engulfed the whole thing in my mouth, including the tips of her fingers.

"Hey," she cried, laughing, "I guess I better feed you more often."

I watched as she picked up the last piece of cheese, enjoying the brief absence of her covering arm from the front of her breasts, allowing me an uninterrupted view of her cleavage, for the first time seeing how low the neckline of her nightdress actually plunged between those sexy pieces of human tissue. We shared a few small bites, as before. I'm sure I was enjoying it far more than Mom since she seemed oblivious to the tantalizing sexual overtones encompassing that mini meal. When the piece was short, though, Mom placed it to my lips gingerly. I gulped it in and her fingers too, closing my lips over them to tug the cheese away.

"Hey," she cried again, "you little bugger," laughing at my prank.

Mom pulled her fingers out and wiped them on the covers before returning to watch the movie. The way her breasts had moved when she laughed was intoxicating. They sagged enough to stretch down to her belly but had sufficient body not to get lost in her robe. As the movie progressed, Mom removed the plate from her lap and moved closer to me, twisting toward me to lie more on her right leg and laying her head on my left shoulder and chest. She wiggled about trying to find a comfortable position and this parted her nightdress, just enough that I could see the skin diving between her breasts, especially on the side of the one bulging out from being squished against my chest. Mom stretched her arm under my back, and laid her other hand on my stomach, completing her search for comfort.

Unfortunately, placing her arm on my stomach twisted Mom more toward me, blocking my view of her breasts. But the warmth of her body next to me, separated only by that thin material, more than compensated for this loss. I put my own arm on her shoulder and eventually began stroking it up to the side of her neck, and toying with her hair.

"Mmmmmm," Mom hugged me. When the pressure of her arm released, her right breast slipped down to my side, her left taking its place lying on my chest. I continued toying with her hair and stroking her neck, hoping for more things to happen. What, I didn't know, but we finished the movie like that. The only other thing that happened was the touch of Mom's feet on mine as she tried to warm them. I didn't find this particularly erotic until she curled her left insole around my leg and started sliding it slowly up and down. The movie ended shortly that, which is probably good because my erection was making it difficult to hold the computer steady and I was afraid Mom would be angry if she knew what lay underneath.

I was sorry to see Mom turn away and slip out from under the covers. I watched her get out of bed and turn to pick up her robe, raising it so she could slip her hands through the sleeves. I was elated when she paused and then lowered it, folding it over her forearm and holding it in front of her, below her breasts.

"Do you have other movies on there?" she asked.

"Yeah."

"Show me what you've got in your movie folder," she said, putting her knee up to lean it on the bed.

I was evasive in my response, "We can play any DVD in here."

"I want to watch one of the movies you downloaded," she insisted.

I opened the folder, hoping I didn't have anything too embarrassing there. I couldn't remember because it had been a long time since I'd downloaded a movie, other than the one we'd just watched.

Mom crawled across the bed as I opened the folder and I turned the laptop slightly so she could see it better. Still, she had to lean forward to see, affording me a tremendous view of her breasts, jutting against her nightdress as their weight fell forward. I completely forgot to look at the list of movie files as my attention was riveted on her chest and the two nipples trying to poke their way through the nightdress.

I could almost feel the blood draining from my head in the rush to fill my cock. I felt faint. I finally realized that her nightdress sported a large gap because of her forward leaning position and I could see her left tit hanging off her chest, the smooth curve of the bottom as it protruded sending an electric tingle ripping through me.

"Oh, there's lots. What's this one about?" she asked, pointing at the screen.

"That's ... oh, that's ... uh ...," I stammered, starting to blush.

"Probably something you don't want to watch with your mother, right?" Mom laughed at me.

"Well, uh ...,"

"That's ok. Don't blush." Mom leaned over to kiss me on the cheek. "We'll just pick another one for tomorrow, but don't delete it, don't delete any of them. Promise?"

"I promise."

Mom tousled my hair and gave me another kiss on my cheek. Then she crawled off the bed, but off the end rather than the side. I had a nice long look at her bum, and a last look at her breasts as they stretched up against the material when she pulled her robe on.

"Nighty night," Mom said, like she used to when she tucked me in so long ago.

I dreamt a lot about Mom that night and the next day dragged on forever at school. I rushed home hoping to learn that Dad was off on another business trip, but no such luck. I hung around in my room, hoping Mom would come downstairs but she didn't so I went upstairs to watch some TV with her and Dad. After the movie and the late news, Mom and Dad went to bed. Sulking, I dragged my ass downstairs and went to bed. I couldn't help fiddling with myself and turned the light back on, dragging my laptop over to watch that movie Mom had picked out.

Most of the downloaded movies turned out to be porn. A few were action flicks, some war movies and westerns. I was just thinking about deleting some of them, and was trying to remember exactly which one Mom had picked out just in case she remembered, when I saw her out of the corner of my eye, padding silently toward me on bare feet. She was carrying a bottle of wine and one glass.

"Are you picking out a movie?" she asked as she neared the bed, stooping over to set bottle and glass on the bedside table beside me. She looked at the screen, still bent over, and opened her robe, preparing to peel it off her shoulders. She had on a nightie this time rather than a nightdress and it only covered her to her knees, showing her nice legs. It sported a diving neckline as well and I wondered if all Mom's night clothes were like that, chosen to excite my father in the old days. It had a similar peek-through lace border but I could also see her skin faintly beneath the material proper because it was so thin, especially the dark spots surrounding her nipples.

"Isn't it pretty," she asked.

I was stunned. I had been staring and hadn't realized she had stopped looking at the screen.

"It used to be one of Dad's favorites," she said.

Mom pulled the robe from her shoulders, slipped it off her arms and turned to throw it on the chair behind her. When she turned back, she pinched the hem mid-way down her thighs and pulled the material a couple of inches from her legs, then curtsied, legs held together demurely. Her sculptured thighs were stunning, especially since I hadn't seen them before. And aside from being shorter, the neckline was actually cut much deeper.

"Fun, isn't it?" her voice tinkled.

I watched closely as she bent to pour herself a glass of wine, enjoying the show.

"You can share with me, can't you?" she asked. "I don't think Dad would appreciate me encouraging you to drink. For such a partier," she added, "he's sure become a stick-in-the-mud."

Mom waltzed around the end of the bed, slid under the covers, and immediately cozied up to sit beside me, fluffing pillows to prop up behind her.

"Pass me the wine before you start."

I passed her the wine and asked her which movie.

"You pick," she replied, sipping her wine.

I chose 'Unforgiven' and started it.

"Can you pour me another glass, honey?" Mom asked, just as Clint and Morgan caught up to the kid.

I poured the glass and handed it to her.

"You can have some," she said

I took a drink.

"More," she said, "you have to catch up to me."

I downed the glass and turned to refill it.

"Oooohhhh, what a man," Mom teased, laughing.

After taking the glass, she said, "Let's watch something else."

I killed the movie. "Which one," I asked, nodding at the list.

"That one," she pointed, selecting the one she'd teased me about last night.

"Mom," I complained.

"Oh, come on. You're grown up now. Don't be a stick-in-the-mud like your Dad. Ooops," she cried, covering her mouth with her free hand, "I shouldn't talk so loud."

"Is Dad still awake?" I asked.

"I don't think so. Still we'd better be quiet. Start the movie."

It was a porn movie. It was pretty graphic right from the start, so I stopped it after a couple of minutes, feeling very awkward.

"Pretty gross, wasn't it," Mom said, though she didn't seem to be put out with me. "I guess you can't really tell until you download them, can you?"

I shook my head, grateful that she let it seem like an accident that I had downloaded such a graphic fuckfest.

"Let's try one of these," she pointed to a couple of titles. "They've got older women in them, don't they?"

I nodded.

"That's what Mature and MILF mean, isn't it?"

I nodded again.

"See, your Mom isn't a dinosaur."

Mom held the wine glass to my lips. I took a sip and then another when she held it there.

"No, wait. What's in this folder?"

Now, I didn't want to look in that folder, but I was stuck. I opened the folder titled 'ms'.

There were a dozen movies in the folder and it was immediately clear they were mom and son videos. They were all amateur. I mostly hadn't watched them having copied them from a buddy and losing interest once I found out they weren't about guys fucking their sisters. I couldn't very well explain that to Mom. I avoided looking at Mom but she wasn't looking at me anyway, apparently fascinated with the titles.

"This one," she said. "Play this one."

As I opened the file, Mom leaned across me, stretching to grab the wine bottle from the side table. Her breasts scraped on my chest, reminding me how little she was wearing. She placed the glass to my lips again before drawing back and I took a big gulp, draining half the glass. Mom laughed, sounding a little nervous herself, and drained the rest. She leaned forward to fill it again, pausing to let me have another sip. I took another large gulp and she sat back in the pillows to watch the movie which had now started.

It was clearly amateur quality. It just showed an older woman and a very young guy, my age, moving about in a kitchen aimlessly. However, whenever they passed near each other, he would touch her, her shoulder, her waist, her ass, the side of her tits, whatever was handy.

"Wow," Mom said. "She really is old enough to be his mother. I thought she would be just an actress acting older, but they look real."

I simply nodded, too freaked out to speak. Mom sipped her wine, watching as the young guy started to kiss the older woman, his mother I suppose, on her cheek, then her neck, finally pulling her around for a long bout of french kissing. Belatedly, the mother and son looked toward the kitchen door, implying someone was there they had to worry about, but that didn't stop him from working her back until she was pressed against the counter.

Mom drained her glass and handed it to me. I filled it and handed it back as she sat staring at the screen. She waved it off, so I drank it and put the glass down. The guy had her turtle neck pulled up to bare a large set of tits and was squeezing and rubbing them as he kissed her, once in a while leaning down to take one into his mouth.

I worked myself back in the pillows, scrunching down in the bed. As if on cue, Mom slid down and turned toward me into the position she had so enjoyably assumed last night with her arm behind my back. Her head was lying higher on my shoulder and she had it turned down more to face the screen.

I curled my hand around to stroke her shoulder just as the guy dropped to his knees in front of his mother, turned to look at the kitchen doorway again, then flipped her skirt up and dove underneath. Mom's arm tensed behind my back and she slid her other hand up to rest on my stomach, as she had the night before. We watched the guy's head move underneath the woman's knee length skirt. It was obvious what he was doing but the sounds removed any doubt. The woman's head was lolling back in ecstasy, eyes closed, her hands on his head to hold him in place and steer him where she wanted his mouth to be.

Mom's foot slid on top of my calf and then completely over, her heel pulling against my leg. I felt her press against my hip. Her heat was incredible, even through her panties. I could feel Mom's breathing increasing through the pressure of her breasts on my chest. I lengthened the stroke of my hand on her shoulder, pressing in to flick my fingers lightly up her neck and around to her throat, then back along her shoulder, dipping into the hollow below her clavicle, before sliding down her arm, dragging my fingers up the sensitive backside.

I did this the whole four minutes the guy was licking his mother but I didn't make my biggest move until he reappeared, stood, turned the woman around and pushed her forward over the counter, shoved his pants down, bent his knees, and straightened up in a bold surge between his mother's open legs. He started moving into her vigorously, right away.

On the outward stroke, I dragged the shoulder of Mom's nightie out and down over her upper arm, pushing it to her elbow without any reaction. Mom was enthralled by the action on the screen. On each stroke down Mom's arm, I stretched my fingers out, trying to drag the front of the nightie down to expose more of her breast. As it was, the nightie was now barely covering her left tit, its edge hanging just above her nipple.

Mom pressed harder against my hip as the speaker relayed the sound of the man's pelvis slapping against the backside of the woman, now leaning flat on the counter as his paced quickened to cum mode. It wouldn't be long now. What would Mom do when it finished, and she realized I'd pushed her nightie off her shoulder trying to bare her breast?

Both the man and the woman began to moan loudly. Here it comes, I thought. He had slowed but was bursting into her with long, hard lunges. Suddenly, his legs straightened, the muscles tensing with strain as he bulged his cock into her as deep as he could, lifting her feet right off the floor. He slumped against her, jerking into her every few seconds until they were finally still. Then they both fixed their clothes and began doing things in different parts of the kitchen, just before an older man with silver hair entered the room, speaking cheerily, both of them responding as little as possible.

"Wow," Mom said. "That was something."

"Sorry, Mom."

"Sorry? Don't be sorry, that was great. Is there more?" she asked, just as another scene started up with a different older woman and younger man.

"You don't have to watch this, Mom."

"I want to. It's interesting."

Mom settled in to the watch the next scene. The ramp up was much longer than the first, pull-you-in scene. The glances, flashes, voyeurism, touches and kisses were much more subtle, taking place in a number of places and over a longer period of screen life. It was much more realistic. I tried my darnedest to slip that nightie off her tit but couldn't manage it. It must have been glued on there. Just as it was about to get into the more explicit sexual activities, Mom turned her face up to me.

"Can you start this one over, honey? I want to watch the teasing part again."

I nodded and restarted the scene. Mom kissed my cheek, then laid her head back on my shoulder, watching me. Abruptly, she leaned forward and kissed me on my ear.

"Thank you, sweetie," she whispered, kissing me again. "I'm so glad you can be this comfortable with me, to share this with me." She kissed my ear again but this time it felt like she dipped her tongue in after finishing her kiss, just barely. It was very arousing. She turned back to the movie.

She watched the preliminary build up with the same intensity as she had the first time. Her pelvis was warm on my hip and I imagined that it felt damp, not just hot. I tickled her arm, neck and shoulder the whole time but I gave up on trying to get the nightie off her breast.

Just as the sex part was about to begin, Mom whispered as if sharing a secret with me, "Here comes the action."

She raised her head from my shoulder and curled her hand up to pinch her nightie between her fingers. Well, I couldn't get it off anyway I thought. At least she's pretending it's an accident and not giving me what for. She pulled the nightie, flapping it back and forth, breaking its clinging hold on her body to let cooler air in. I peeked when the nightie was lifted away from her breast, momentarily glimpsing it in its gloriously bare state without even a thin nightie-type bra. Mom let it go after a dozen flaps, allowing it to fall back onto her breast.

"Whew, this stuff is making me warm."

Mom sank back to rest on my chest and I resumed stroking her arm, shoulder and neck. Thankfully, and to my surprise, she hadn't pulled the nightie back onto her shoulder. While Mom concentrated on the movie, I was more interested in caressing her. I diverted my gaze to enjoy her charms since they might be covered up the next time she rearranged her nightie. The surprise I found there caused me to lurch against the laptop as my guy reacted before my brain could finish processing the information impinging on my retinas.

I hadn't tried to snag Mom's nightie but it had fallen slightly, enough for me to see the top part of her nipple. The material around the nipple was now loose, not tight like it had been when I was trying to dislodge it. Mom must have accidentally loosened it when she was flapping it around. Craning my neck so I could look over Mom's head, I saw that the sleeve of the nightie had slipped down to the underside of her elbow. Maybe I could move it down her forearm. If so, it would loosen on the front and might even slip down enough to show her whole nipple.

I stroked a few times the entire length from Mom's neck to her elbow, then returned just up to her shoulder. Focusing between her shoulder and elbow, my fingers caressed the back of her arm which I considered to be a very sensual area. Cautiously, I slid my hand past her elbow a couple of inches, enough to push the sleeve down her forearm another inch. Mom was still fascinated by the movie and didn't give any indication that she was paying attention to what I was doing. The sex on the screen was getting pretty intense but I was far more excited about Mom than the movie.

I managed to push the nightie along yet another inch but I couldn't reach farther than that. The nightie hadn't loosened any more around her breast, showing the same amount of nipple. Why didn't it just fall off? I was getting frustrated.

Then I had a brilliant idea: pull her arm out of the sleeve. Immediately, I slipped my hand down to cup her elbow and hugged Mom to me.

"Enjoying the movie?" I asked to distract her.

"Yes," Mom whispered, her voice low and excited.

Hearing her like that made me even more excited. I released the upward pressure on her elbow, loosening my hug, but managed to pull back on her arm. I craned my neck to see. It had moved! The nightie was now a third of the way down her forearm.

I pulled Mom's elbow up again, kissing the top of her head as I hugged her, "I love you, Mom."

"I love you too, sweetie," Mom replied, kind of automatically, her attention still riveted on the laptop.

That was ok by me. I let her elbow fall and tried to pull her arm back even farther this time. Stretching to see over her head, I was delighted to find the nightie down to her wrist. Leaning the other way to check her front, I was disappointed to see no further progress there. What to do?

The second scene ended with a huge cum followed by intimate cuddling by mother and son. I thought they were going to start right way again since the mom kept playing with his large dick but then it faded out. I grasped Mom's forearm to discourage her from moving it back onto my stomach but there was no need. She seemed content to wait patiently for the next scene to start. Maybe she was more than happy for us to be lost in our own thoughts in this situation.

The new couple was a very attractive boy about my age and a similarly hot mom. I could physically feel Mom's concentration. She really seemed to like the slow build up, the first awareness by both mother and son followed by each one intentionally flirting but not acknowledging what was really going on. In this scene, the first overtly sexual act happened when the mom, sitting in her robe at the kitchen table reading a magazine and sipping coffee, asked her sleepy son who had just entered to pour her more coffee. She was holding the cup out for him to take it but he brought the coffee pot over to her.

She set the cup down while he poured the coffee slowly into the cup, glancing up to flash him a brief smile of thanks before looking down again at her magazine. But a look of shock crossed her face for an instant, and you could see her look down to check herself before her eyes moved on to the magazine. Her son's attention hadn't been on the coffee, he was looking down her front, exposed by her open robe and deeply cut, sexy nightie.

Of course, this happened slower than one might have expected in real life to make sure the audience caught on to the mom's quandary. The next move was clever. Although she had been drinking her coffee black, the mom asked her son to put some cream in for her, without raising her eyes. When the son turned to replace the coffee pot and get some cream from the fridge, which you could hear opening and closing, the mother slipped her non-coffee hand up and quickly pulled her nightie off and to the side of her right breast, and then slid her coffee hand over to cover the top of the cup. The son returned and immediately noticed her bare breast, indicated by a focus on his face followed by a close-up of her fine feminine specimen. He stood there, waiting to pour the cream but not saying anything, just staring at his mother's breast. Eventually, she removed her hand to allow him to pour the cream, but not until further close-ups showed how rigid her nipple had become. When the son left shortly after without having any breakfast, presumably to go wank himself as he clearly needed to -- they showed something large trying to poke through the front of his pajamas, and his mother noticing it as he walked by -- the mom's expression clearly indicated she was shocked by her own actions.

It wasn't lost on me that movie-mom had just bared her breast for her son by pulling her nightie off her breast, something I had been trying to do for half an hour, at least. Perhaps spurred into action by this, I slid Mom's arm right back out of the nightie and pulled her hand up to kiss it.

"I love you, Mom."

"I love you too dear," Mom's reply was as distracted as the last time I'd told her that a few minutes ago, her attention now immersed in the next breakfast scene, presumably the next morning.

This time the son picked up his mom's cup as he walked by, filled it and added cream, then returned to set it down in front of her, asking if she minded if he read along because it looked interesting. The mom hadn't moved her nightie aside to bare her breast. The deed was already done. The mom nodded and the son stood ogling her dangling tit. He sat down after a while, continuing to stare at her, enjoying the sideways angle with its better appreciation of how much his mother's tit stuck out.

Carefully, I set Mom's hand down, moving it back into its original position resting on my stomach before I had slipped it out of her nightie. I tried to scrape the nightie forward in an attempt to dislodge it from her breast -- yes, the stubborn thing still clung there -- but without success. Nevertheless, Mom's hand was free of the nightie on her left side and, who knows, when she got up she might not realize it and I would see her tit hang out just like in the movie.

Then the son in the movie did something that is one of the reasons I'll never forget that movie. He put his finger on the magazine, tracing along as if he was reading, moving his finger slowly to the bottom of the page nearest him. His mother was supposedly reading the other page though the audience realized she was just looking the other way to let her son ogle her tit. But the bottom of the magazine had been pushed to the edge of the table, and her robe spilled over to block the bottom few lines of text on the son's page. When his finger traced down as far as he could see, he used that excuse to pull the lapel of her robe out of the way but his fingers caught the nightie as well and dragged it off her one covered breast. Close-ups showed both the mom and the son being aware that this was happening, but neither acted like they knew.

The son returned his finger to the page to resume tracing the text. A roof shot camera angle showed his finger approach the bottom of the page where it contacted the mother's bare breast, and stopped. A long moment followed, the camera remaining on the shot, before you could see the son's hand flip over so his knuckles were flat on the magazine and then slide under his mother's tit, his fingers curling up to close on it. The mom continued reading as if nothing was happening.

My courage once again buttressed by the make believe world, I moved my hand to Mom's upper arm, sliding it up and down, fingers curled around her biceps, gently squeezing and following the curve of her muscle. I changed to an open-handed rub, stretching my fingers out and, seemingly by accident, allowed my fingertips to catch Mom's nightie and knock it off her breast. I was ecstatic watching it fall from the height of her nipple to the floor of her tummy below. Her whole tit was bare to me now, just like in the movie, and, as in the movie, Mom acted like nothing had happened at all. The elation in my mind was only surpassed by the tingle that was running up and down my sperm tube, jolting it rigid into a spear under the laptop instead of a longbow.

On the screen, the fingers began to slowly knead the mom's breast. It was hard to tell at first if there really was movement, but intense scrutiny and a closeup confirmed it. Soon, there was no mistaking it. He was fondling her tit and she was letting him as if it wasn't happening though clearly she knew. How could I do that? How could I possibly get away with it? Mom would know. It wasn't reasonable to think that a movie could be replayed in real life. Or could it?

Of course Mom would know, but did that mean she had to acknowledge it? Couldn't she pretend it wasn't happening just like in the movie? She'd let me push her nightie to bare her tit and hadn't reacted at all. Did I really think she didn't know? Come on, you chickenshit, I thought, she put her tongue in your ear. You can feel her pussy on your leg, and it's hot. She wants you to do it but she can't let you know, and maybe she can't admit it if you do, but she'll let you.

It all made sense. I could do it. But I was so scared. I don't think I'd been more scared to do something in all my life. I was still thinking about this and wondering how I would do it, just grab her? Then, without volition, my hand just slid forward off her arm and onto her tummy, surprising me. My hand wasn't on her bare skin, it was on the nightie I had just pushed off her breast. I was almost in shock at what I had done and suddenly felt that I must explain myself.

"Mom," I whispered, my voice cracking.

"Shhhhh," Mom whispered, her eyes intent on the now active breast massage on the screen.

"I ..."

"Shhhhhh," Mom leaned forward, peering even more intently at the screen.

Her movement caused the bottom of her breast to now brush the edge of my hand, right at the crux of my thumb and fingers. Again, without thinking about what I was doing, without intending to act, I simply turned my hand to cup Mom's breast.

I had my answer. Mom didn't react at all. Her breath seemed to quicken and her hips pressed harder against my leg, but only for a few seconds. I was holding her breast and Mom was acting like we were just watching a movie. It was like I was suspended in a slice of time, Mom watching the video and me just holding her tit.

Then, as if regaining the ability to act, like Tom Hanks recovering from nearby explosions in Saving Private Ryan, I started to massage Mom's breast just like in the movie. I began the way the son had started, so you could almost not tell anything was happening, but I knew. I'm not sure if Mom did but I knew she would in a minute. I lagged behind the movie.

By the time the son moved his fingers up to pinch and flick his mother's nipple, even stroke its extended length, it was clear that I was manipulating Mom's breast, my fingers clutching its sides to pull it into my palm, then squeezing so I could watch her nipple push out, releasing, and starting over.

Mom loosed a small gasp, whether in reaction to my now overt massage, or because the son was now pinching the mom's nipple between thumb and forefinger and stretching it up and out over the kitchen table. Or maybe she was gasping in response to a future event because she could predict that in less than a minute my fingers would seek out her nipple for the same treatment. My cock straightened to breaking point under the laptop as Mom pressed herself harder against my leg.

Like a self-fulfilling prophecy, my fingers gradually slipped up to bracket Mom's nipple, once or twice, then more often, finally staying to tweak it, and sometimes pulling away only to bend it over and let it spring back. I really wanted to take it into my mouth. Why didn't that movie-kid start sucking his mom's tit? Could I get away with that? Would she let me go that far? No way. She couldn't pretend that wasn't happening.

Mom's panties suddenly mashed against my leg. I jerked my eyes up to the screen. The son had turned his mom toward him a little, sacrificing pretense, and taken both tits into his hands. His eyes were on her legs and the panties peeking out below her nightie. Manipulating her breasts, he pushed his knee between his mother's legs and pressed the left one aside to open her legs, bringing her panties into full view.

Immediately, I grasped Mom's nipple firmly tugged out, away from her breast, squeezing it in a rolling action between thumb and forefinger just like the guy in the movie had done. He had now dropped a hand and flipped her nightie up to her hips before returning to her breasts, his eyes and the close-ups now on the mom's panties.

Mom's head suddenly swung up and she kissed me, missing my cheek where I think she intended to kiss me and hitting my ear. After the brief kiss, her tongue swirled inside my ear and, just as quickly, she turned back to watch the movie.

Mom had leaned into me to turn her head up, pulling her breast away from my hand, but she hadn't twisted back to her original position and I now couldn't get hold of her tit since it was pressed against my chest. Without pausing or thinking, perhaps because of my desperate need to regain possession of the breast I had worked so hard to hold, I simply released the laptop and slid that hand between our chests and gripped her tit firmly, as if to stop it from slipping away. Again, there was no acknowledgement that I was doing anything wrong, and certainly no argument. I just renewed my breast massage with a fresh hand.

The laptop was rocking precariously on my boner and definitely would have fallen off my lap but Mom quickly moved her hand to grab it, holding it steady so she could watch, just in time to see the son drop his right hand from his mother's tit and let it fall to the kitchen chair between her legs, palm up. The camera zoomed in to show his hand lying like a large penis pointing to the apex of his mom's legs. The fingers twitched. Was that Mom that groaned, or the mom on the video?

Mesmerized myself, I didn't really pay attention as my left hand, now free, moved down Mom's back, outside her nightie but under the sheet, down that sexy groove in her spine to the small of her back, pressing her in toward my leg. The hand in the video spread its fingers which were close enough that their tips grazed the inside of his mom's thighs, on that softest part right at the edge of her panties.

It was Mom, or maybe both. Stronger than a soft moan, more of a groan.

I pulled Mom's nightie up, bunching it in that shallow dip at the base of her spine and then let my own fingers splay out, stretching down from where my palm rested at the top of her buttock, searching and finding the edge of her panties.

I was worried about lagging too far behind the video, so when the screen-fingers closed together and moved forward, touching and then sliding under the panties, I pushed mine down too, finding the gap between the waistband of the panties and the groove in Mom's ass, half way down her cheeks.

As Mom groaned along with the moans of the mom on the video, in time to the son's hand moving back and forth under the panties, I prized Mom's panties over her cheeks, pushing the waistband down to stretch across the bottom of her ass. I gently fondled her bare cheeks, sliding my hands around, and pressing her against me.

Belatedly thinking about her tit, I realized that I was simply holding her nipple in a gentle squeeze, gently tugging and rolling it between my fingers. Mom was breathing quickly and oscillating her hips against my leg. She was moaning softly in time with the woman on the video who was now groaning and rubbing herself on her son's hand, rocking hard enough that the chair legs scraping against the floor. The camera was switching between her sex consumed face and her son's hand vigorously frigging her shimmery green panties. It wasn't going to be long now, I thought.

That thought had barely bubbled into my consciousness when the mother came loudly on the screen, her hand finally directly acknowledging her son as she grasped his and held it hard to her pussy, hips bucking furiously against it. At the same time Mom began silently lunging against my leg and I felt a extra dampness as the muscles in her whole body went rigid for about thirty seconds before she relaxed and released a long gasp. She was still.

And so was I. I released her nipple and pulled my hand back and grabbed the laptop again, knowing my tit massaging was over. My other hand was lying awkwardly on top of her bare cheeks. I didn't know how to move it without calling attention to it so I just left it there.

Video-mom gazed lovingly at her son, reaching forward with one hand to grab the waistband of his pajamas and pulling it away from his tummy while her other hand slipped over his shaft, tugging it free and towards her. Slowly, she jacked him until she had worked his cock into a rigid pole. Her hand paused at the top, twisting her palm around the head before sliding down his cock, over and over, broken only by the need, on an upward stroke, to open her hand so she could spit in it before closing her fingers to work the saliva around his cockhead, and then down his long, stiff shaft.

Mom watched intently, as she had the rest of the video, and I also paid more attention than I had to the other parts. Though her breathing had almost returned to normal, it was still quicker than usual. Then she did an incredibly erotic thing.

Mom pulled her left hand from under her chest and spit into her palm, twice.

Her hand withdrew under the covers but I felt it a moment later grazing down the outside of my leg. It slipped onto the top of my thigh and moved higher onto my boxer shorts just under the back edge of the laptop. Her small, soft hand found the tip of my rigid stick, uncomfortably pressed between my legs and slid along its length, fingers scraping both sides until she was at my root, then wrapping around me in a tight grip. Slowly, she started tugging my swollen, cotton covered member until it sprang out between the fly of the boxers. I almost came when I felt the warm touch of Mom's fingers and the bare skin of her palm, slick with her spit. Mom slowly jacked my cock, pointed down to minimize the movement of the laptop while she watched the woman on the video do the same thing to her son.

I was surprised how long I lasted. Maybe it was Mom's expertise, keeping me from coming until it happened on the video, or maybe it was the almost painful way she held my hard cock straight down, periodically squeezing it head hard. I don't know, but when the video-son suddenly spurted all over his mom's tits, belly, panties and legs, it triggered my own reaction, helped along by Mom pinching and rubbing just under my head, making me sperm all down my legs.

"Are you going to join me again for breakfast tomorrow," the movie mom asked, smiling sweetly at her son.

"I can hardly wait," he replied, smiling back.

Mom, still lying on my chest, paraphrased her video counterpart, "Are we going to watch more movies tomorrow night?"

"I can hardly wait," I replied.

Mom turned her head up toward me, kissed my cheek, then swirled her warm, wet tongue in my ear.

"Neither can I," she whispered.

Mom sat up when I closed the laptop and turned to put it on the table. When I turned back, she was already stepping off the bed. She walked straight to the chair to retrieve her robe and leaned forward to pick it up, her dangling breast creating a magic silhouette for a brief moment. Holding the robe in her hand, one shoulder still free of her nightie, Mom walked toward the door and was gone, leaving me to wonder if all of that had really happened.

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Part 2. We Watch More Movies

If you think the next day dragged, you're right. I rushed home after school, taking all the flack about being a suck for going home to study instead of hanging out. I may as well have stuck with the guys because Mom acted as if last night hadn't happened. She was the same as always, cheery and friendly, just not sexy. I had expected sexual insinuations, some innuendo, something. I mean, she had wrapped her soft fingers around my cock and jacked me until I came all over my legs. But now there was no hint that anything had happened.

Normally, I would head to my room and Mom would follow me downstairs a few minutes later just to hang out. I mean, she was bored and starved for company. But today, I hung around, waiting for some sign from her that things were different between us now. I waited and watched and, nothing.

I was confused, disappointed, and disillusioned. Dad came home earlier than usual and immediately started reading some papers while watching, or rather listening, to the news while Mom got dinner ready. I hung around in the kitchen with Mom.

"Is something wrong, dear?" Mom asked.

"No," I replied. "Should there be?" I shot back, testily.

"No. I was just wondering why you're upstairs, that's all. You don't have to keep me company. I'll call you when dinner's ready."

I gave up and went down to my room. I fired up the laptop and checked out some of the mom/son movies I'd gotten from Jeremy. There were only 11 movies. I searched the internet for more but couldn't find anything as realistic as the ones I already had. I made a note to ask Jeremy where he'd got these ones. I decided to download the one decent one I'd found and set the laptop up on a small fold up table beside the bed. I had just finished when Mom called me for dinner.

Dad and Mom talked through dinner which was fine by me. Dad was leaving town in a few days which should have excited me beyond belief but now I wasn't sure it mattered. After dinner, Dad stayed to help Mom clean up but she shooed both of us out, saying she could do it faster herself.

When she joined us in the living room, Dad asked her if she wanted to watch a movie. Dances With Wolves was on. Great, at least three or four hours. I was about to make my exit when Dad insisted I stay and watch the movie with them. He hadn't seen much of me lately, he said, so I stayed.

Less than two hours into the movie, Dad fell asleep. Mom and I were on the couch but at opposite ends. Mom was still wearing the white blouse and black pants she'd been wearing all day. We watched for another ten minutes in silence. I felt awkward and unsatisfied. I wanted to take Mom into my arms but couldn't muster the confidence or courage to just slide over and do it, especially given the distance between us ever since I came home.

"I'd better wake Dad," Mom finally broke the silence. "He'll get a real bad crick sleeping in the chair like that."

Mom woke Dad and he shuffled off to bed. Mom followed but she turned around and told me to keep the TV on because she wanted to finish the movie. I didn't really want to stay to watch another hour or so of Kevin but felt obligated, and also hoped she would sit closer to me, so I waited.

Mom came downstairs about fifteen minutes later. She had changed out of her day clothes and was now covered by a full length robe. She sat down on the opposite end of the couch, as before.

"Thanks for staying, sweetie," she said. "I love this movie."

Mom tucked her feet up and we watched the movie. After another half hour, Mom turned to me and asked, "Should we watch a computer movie instead?"

My nerves were suddenly on edge. A 'computer movie'?

"Or do you want to finish this one?"

Mom waited patiently for my answer, her eyes soft and not demanding.

"Sure," I said. "We've seen this a million times."

"Ok," she said, getting up and starting toward the stairs.

I picked up the remote but Mom told me to just leave the movie on with the sound up, so I scrambled after her. She stopped in the kitchen and got a bottle of dry red wine from the wine stand on top of the fridge before heading to the stairs down to my room. I followed, my excitement already growing, literally.

Mom headed straight to the bed and set the wine and the glass down on my table. She looked at the computer on the little table and remarked, "That's a good idea. It'll be way easier to watch with it there." She tousled my hair, laughing. "Always thinking."

Mom opened the wine and poured a glass. Picking it up to take a sip, she said, "I'll turn around while you slip under the covers." She turned to face the door at the far end of the room. I didn't move, still digesting her meaning. "Quickly," she said.

Realizing she really did mean for me to get out of my jeans, I quickly doffed my shirt and socks and shucked my jeans. Wearing only my shorts, I slipped into bed.

"Ok, Mom."

Mom turned around, smiling. There was now a hint of that coquettish woman that had been in my room the last two nights. I was aroused even though she was covered from head to toe. Mom set her glass of wine down on the table.

"Your turn to avert your eyes," she laughed softly as she started to undo the belt on her robe, then suddenly added, "Oh, I guess you have to watch the computer, don't you?" Not waiting for a confirmation or denial from me, she said, "Ok, but keep your eyes on the screen."

Before I could say anything else, Mom turned more than half away so she wasn't looking at me and proceeded to undo her robe. I kept my eyes on her as she slowly slipped the robe off each shoulder in turn and then off her arms, tossing it on the big chair when she was done. Mom was wearing a dark green nightie, much the same color as the one the woman in the movie had worn when she bared her tit and let her son rub her panties. I couldn't see if Mom's panties were matching because the nightie dropped to the middle of her thighs. From her shoulders, the light material scooped low on her back to reveal a large expanse of soft, unblemished female skin.

I quickly jerked my eyes down to the laptop when Mom turned to the bedside table and leaned down to retrieve her wine, topping off the glass. My eyes were soon enough torn from the screen to marvel at the way Mom's breasts fell against yet were contained by that fragile material and bore witness to the fact that neither of the containees managed to escape through the wide gap that allowed their structure to be so clearly observed. That in itself was a miracle of confinement.

When mom straightened, I risked watching her covered breasts fall back against her chest, wishing they were bare yet loving the way the silky material outlined their shape so tantalizingly, leaving just enough to the imagination to magnetize any pair of male eyes. As she turned towards me, wine glass just touching her lips, I knew I had left it too late for my inspection to go unnoticed but I dragged my eyes down to the computer anyway.

"Is the movie ready? she asked in a soft, husky voice.

"Um, sure. Which one do you want to watch?"

Mom stepped closer, turning at the same time to stand beside the small fold-out table the laptop was sitting on and leaning down to read the screen better. I now had the same side view as when she was leaning over to pour her wine but closer and from a little behind. Although I couldn't see detail, I knew her tits were hanging down, free and unencumbered though covered, barely six inches from my face. She pointed to the screen with her finger, reading out the titles.

As her finger traced the last line, Mom said, "Why don't we just start working our way through them all?"

Not waiting for my reply, she stood and walked around the end of the bed to the far side, climbing up and walking on her knees until they pressed against my back. Leaning over me, she pointed to the screen again.

"Let's start with this one," she said, indicating the title just below the one we'd watched the night before.

I didn't do anything right away because my nervous system was still in the pandemonium released as soon as she leaned over me and let her hanging breasts brush over my rib cage.

"That one," she pointed again, thinking I hadn't seen her choice.

I double clicked and the movie player opened up on the screen. I clicked again to expand it to full screen mode. Mom was slipping under the covers behind me and piling up pillows so she could see over my head. As the movie started, she shimmied up close, pressing her womanly warmth against me.

Mom watched in silence. Her fascination with these movies was betrayed by the excitement in the breath passing my ear in ever shorter and more frequent puffs. As the movie continued, she nestled closer, breasts pressing harder into my back and a foot intertwining with my legs. Not a word was uttered through the entire first scene.

Mom's aroused breathing had made me hard so when she raised her hand to drink her wine, I took the opportunity to reach down to straighten myself from the tight constraints of my jockey shorts. What a relief! I had just pulled my hand back up when Mom's hand, still holding her empty wine glass, rested on my hip. She shook her glass without speaking. I took it.


"Do you want me to pour you some more?" I asked.

"No," she replied succinctly in the husky voice.

The next story started and, like the other movie, this second one built-up more slowly with a more attractive mom-son pair. As the story unfolded, Mom's foot began sliding up and down my lower legs and once in while she used it to leverage her hips closer to me. I could feel the warmth of her womanhood even through the thicker flesh of my ass. When the sexual touching started to get explicit, Mom's hand dropped from my hip, where it had remained since I'd taken her glass, and lightly stroked my stomach. God, she was making me so horny and I couldn't touch her, couldn't even see her.

In the movie, the vacationing family were lying on a remote beach and the son had been rubbing suntan lotion into the mother's back. She had just reached back to undo her top a moment earlier and the father, lying on the side opposite from the son, had just turned his head to face the other way. The son's hand trailed down the mom's back, lightly tracing a line across the top of her buttocks though her brief swimsuit didn't begin until halfway down her cheeks. Back and forth his fingers moved, again and again along the same line until, suddenly, they slowly broke southwards, dipping into the deepening crevice and dragging along until they were blocked by her swimsuit. There they stopped.

Mom's fingers had been stroking up to my chest and down around my stomach in a big oval while this was going on. When the son froze his hand in the mother's cheeks, Mom's hand stopped moving too, about a quarter of an inch above the tip of my cock, now sticking halfway out of my shorts.

The mother, who had been facing down the beach, turned to look at the back of her husband's head. She made no sound or otherwise gave any indication that she was bothered by her son's action, or even aware of it. As soon as her head settled, his fingers pushed lower, reaching under the swimsuit to snag the material, forcing it up the rising swell of her buttocks and then, as his fingers dug through her deepening crack, down the sharper slope to the backs of her legs. He pulled her suit down a little further until her whole ass was bare, quickly ran his hand across, pausing to cup each cheek, and then pushed his fingers between her legs, crooking them back the way they had come, and stopped again.

Mom's hand moved, just slightly, her soft skin sliding down over my cock until its lower edge met the elastic of my jockey shorts. Her fingers closed until they held my cock in a light grip.

The son's hand wormed its way deeper between his mother's legs, pushing up toward her bum until it could go no further. After a brief pause, it started to shake, just a tremor at first but soon vibrating so you could see the both back of the mother's thighs and her cheeks quivering.

Mom's hand squeezed me, hardly at all at first but as the movie son's hand shook more, Mom's worked harder and more frequently. When the son's hand was literally vibrating between the mother's legs, Mom's began to move up and down, jacking me in short strokes. Her breath rasped rapidly across my ear and she hunched her hips so tightly against my shorts I had to brace myself to avoid falling over the edge of the bed.

Abruptly, the father raised his head and turned back to face his wife. The son snapped his hand away to rest in the small of his mother's back as his father smiled at his wife and closed his eyes. Had he looked down while his head was still up he would have seen his wife's bare ass. Amazingly, the son immediately slid his hand back down, repeating his sweep over her buttocks and the pause to cup each cheek before diving between her legs, which his mother had parted to allow more room.

His hand was no longer quivering, it was moving in and out in short thrusts, seriously finger fucking the mother's pussy. Her knees pressed into the blanket, levering her thighs up and cocking her hips to twist her ass up toward her son's violating fingers. Mom gripped my cock harder.

The son's hand stopped, then suddenly jammed in hard, rocking his mother forward. He pulled out then jammed in again, out and then a rapid series of quick finger fucks, then a hard jam, holding it in hard enough to lift her hips up. The mother had turned her head to face away from her husband, gathered the blanket in her hand and pushed it into her mouth to silence her cries. Her son showed no mercy, continuing his hard thrusts with all fingers now jamming in and out of his mother's cunt despite the danger. If his father opened his eyes now, he wouldn't have to raise his head to see what was happening, not with his wife rocking back and forth like that.

But he didn't. The son increased the pace until the mother's legs suddenly went rigid, her knees lifting off the blanket, muscles tensed all the way to her toes that were dug into the sand to hold her ass up. When she collapsed to the blanket, the son calmly pulled her bikini bottoms up to cover her ass again. The scene ended with the sound of Spanish music playing and the mother and father walking down the beach, arms circled around each other's waists, as the son tagged along behind carrying the beach gear. The camera followed his eyes, zooming in on his mother's sexy bottom, to a small damp spot just visible between her legs, then up to catch the mom turning back to look at her son, her beautiful smile changing as she blew him a kiss.

Mom's grip on my cock was almost painful, but it still felt fantastic.

"Wow," Mom exclaimed. "Oh, the next one's starting already. Pause it, pause it." She released my cock and started to get up. "I want to lie in front now," she said, pulling at my arm to drag me out of the way.

Mom moved up on her knees and I slid toward the middle of the bed, taking my time so I could look at her breasts as she passed over me. She had opened her knees to straddle me as she went by but I didn't think to see if her panties matched her nightie until it was too late. I tried to pull the covers up while Mom was still wiggling about trying to get comfortable but she waved me off, saying she was way to hot already. I had to agree.

Finally settled, Mom asked me how to unpause the movie.

"Hit any key," I said, nestling up close to her.

During the next scene I gradually moved closer behind Mom, tickling her arm and moving my hand down to stroke her tummy, and managing to pull her nightie up over her hip to make a thrilling discovery. There were no panty straps around Mom's legs. None. Nada. Totally bare skin!

I must have grown another inch when the discovery exploded in my mind. A minute later I found it necessary to tug my shorts down a bit. I ended up pushing them down over my balls until they were stretched along the bottom of my buttocks just like the woman's panties had been in the movie. This left my erection free to wave around and I was faced with the difficulty of how to resume my position without my bare cock pressing against Mom's bare ass.

Seeing her just as focused on this scene as the last one — it was the same father, mother and son — I tried pressing up against her to see what would happen. After all, I'd already been there with half of myself sticking up above my shorts, maybe she wouldn't notice.

She didn't. At least, she didn't react.

I was in heaven. My hand was stroking Mom's tummy in a large circle brushing from just below her tits to her lower pelvis which was as low as I had the guts to go. It was about where her panties would have started if she was wearing any and, to top it off, my naked cock nudged between her bare ass cheeks! I dared to insert my thumb in her navel and used it as an anchor as I brushed my fingers over her tummy. As Mom became even more engrossed in the onscreen incestous action, I slid my hand up to cup her tits and then rubbed my palm across her nipples.

This time Mom did react: she moaned out loud. My hand happened to be in the middle of her tummy at the time so I was pretty sure it wasn't in reaction to anything I was doing. I looked at the screen. The camera view was just changing and all I could see was the father with two older people who appeared to be his parents, judging by the similarity between him and the older gentleman. They were sitting in a semi-circle in a patio fronting on a small pond, backs to a house further in the distance. The camera view changed again and, judging by Mom's heightened breathing, it was returning to the scene she had reacted to.

The mother was standing by a kitchen counter in front of an open door through which her husband and his parents were visible. She was putting drinks onto tray. Her son was standing behind her, one hand between her legs and up her skirt while the other massaged her breasts outside of her white blouse. He was kissing her neck while his hand did its work under her skirt. The mother was looking worriedly outside at her husband and his parents, clearly afraid they could look back at any time and see what was happening.

Obviously, they could have stepped to the side out of the line of sight through the door but, since this was a porn movie, they did no such thing. The mother looked more and more worried as the son pulled her blouse apart and squeezed her bare tits, working his hand more vigorously behind her. She looked relieved when he pulled his hand away, but disappointed too. The worried look returned when the son pulled her skirt up over her hips and changed to near panic when she felt his probing cock poking between her legs. Holding his rather long cock in his hand, the son rubbed it up and down between her thighs and the mother's face changed again, this time to an expression of pure horniness.

The husband turned his head to the side, as if to listen, and Mom moaned again. This must have been what I'd missed before, the husband turning his head just as the son first pushed his hand under his mother's skirt. There was a sudden bout of laughter from outside just as the son entered his mother and pushed his first thrust home, the mother mouthing a long "oooohhhhh" as she took his long cock inside her. The husband started rising out of his chair and Mom immediately moaned again. The son was ramping up to a very lusty effort and even this imminent danger didn't slow his illicit rear assault.

The mother's eyes were closed now as she concentrated on receiving her son's cock but the son kept his eyes on the father as he pounded his mother. The grandmother had put out a hand to stop the father but he was still half out of his chair. Mom moaned again. Was this a good time for me to try touching her down there?

Recognizing the danger he was in, sonny pulled his mother away from the counter, further back into the kitchen and away from the open door. She dropped, her hands grazing the floor, though her legs were still straight and wide apart as her son continued drilling her. The father stood and turned, walking toward the house. Mom moaned, and I slid my hand down over her bare pussy. The grandfather called out, and the father stopped and turned to listen to his own father while the son rammed furiously into his wife. Mom whimpered. I aligned my long finger with Mom's crevice and pushed it between her lips, forcing another satisfying whimper. Just as the father turned to continue his approach to the house, I slipped my cock between Mom's legs and started rocking against her ass. Mom was panting by the time the father approached the door, and stepped inside.

His son greeted him, just picking up the tray of drinks.

"What took you so long, everyone's thirsty," the father said.

"Oh, we had to wash some glasses," the mother explained, still working on something in the sink.

The father nodded, walking through the kitchen and down the hall toward the bathroom. The camera panned back to catch the son walking down the path, calling out to his grandparents and the mother, shoulders slumped, still standing in front of the sink, a milky rivulet of cum dribbling down the inside of her thigh, almost to her knee.

The scene ended. I stopped moving but left my hand and my cock where they were, hoping if I didn't make their presence obvious, they would be ignored. After a few long seconds, Mom spoke.

"Well, I guess I should go upstairs to bed." The words were disappointing but Mom didn't follow up with any move to go.

"There's one more scene left," I whispered, staying as still as I could, surprised that my tongue, thick as it was, could manufacture intelligible speech.

"I really should go. It's getting late."

"You should just stay and finish, Mom." I didn't say what she should finish, though it was me I had in mind. "Then we can watch a new one tomorrow night." I was whispering by her ear because I knew she liked her ear touched and kissed.

"I don't know, William ... I ...,"

"Shhhhh," I husked into her ear. "It's starting."

We both fell silent and watched as the last scene played out. As the back and forth banter and insinuation built up between a new mother and son, Mom's breathing became quiet and shallow and then shorter and more rapid, as did mine, blowing across her ear. My hands were still until I heard the first, barely audible moan. Glancing immediately at the screen, I saw that the instigation was again the nearby presence of the father. This time, the father had just left the pickup truck and was heading across a gravel parking lot into a country store and while he was treading toward the store his son had slipped his hand under his mother's skirt and was frigging her. When the father paused near the store door, as if he'd forgotten something, half turning back toward the truck, Mom moaned aloud.

I let my fingers move. Just a bit, kind of rocking between Mom's pussy lips. When the father turned back and up the two steps into the store, I began sliding my finger up and down in Mom's slit, matched by slow thrusts with my cock between her hot, damp thighs. When the father was in the store, waiting in line and then talking to the clerk, you could see the mom and son moving in the truck in the distance through the store window. The father never glanced that way but the director was clearly using the possibility to heighten the illicit nature of the scene.

When the father finished in the store and walked out the door Mom really started panting. I slipped my fingers inside her pussy and moved them around, in and out, in a small circle, rubbing her slick walls. She moaned. The father turned the corner, walked to the bathroom on the side of the building, and disappeared inside. The camera closed on the truck. The son pushed the mother onto her side, her head lying behind the steering wheel. Turning sideways himself, he unlimbered a long cock and pushed it into her from behind. I began frigging and fucking my cock through Mom's legs in time with the son's action. Mom was panting loudly now and hunching on my fingers. A few minutes later she actually cried out, clamped her legs tightly on my cock which was spewing liquid onto the sheets, and clutched my hand, pushing it harder into her pussy.

Slowly, we became still, catching our breath together, in silence. Several minutes passed and the movie ended. Several more minutes went by. I pulled my hand away and Mom grabbed it, pulling it until my arm circled her arm and breasts, holding it on top with my hand against the base of her throat.

"Well, it's getting late," Mom said. "I really should go up to bed now."

"Ok Mom. See you tomorrow."

"Dad's taking me out for brunch tomorrow. Do you want to come?"

"No. I don't think so."

"Why don't you come, sweetie?"

"I don't know. You and Dad probably want to be alone."

"We've been together a long time," Mom said. Teasingly, she added, "Anyway, a woman doesn't mind having two men around."

Mom blushed when she said that, perhaps realizing the implications of what she'd said. I spoke quickly, in part to distract her to reduce her embarrassment.

"I'll sleep on it. Can I tell you tomorrow?"

"Sure. I'll see you tomorrow morning."

Mom slipped out of bed and grabbed her robe but unlike the night before she didn't linger to showcase her body. She walked quickly to the door, pulling the robe on as she went.

She was gone.

After I cleaned up and changed the sheets, I lay in bed thinking about what had happened. I thought long and hard about how sexy and, well, willing, Mom was in my bedroom but how she acted as if none of the past few nights had ever happened when we were upstairs. It had surprised me and now that I thought about it, it didn't jibe with the way she got excited every time the movie mothers and sons did something when the father was nearby and could catch them. The notion clearly turned her on, yet she wasn't the least bit sexy or flirtatious with me outside of my room. I fell asleep with Mom's voice ringing in my head, 'a woman doesn't mind having two men'.

I was up early but the kitchen was empty so I went upstairs to see if Mom was awake. I pushed their door, which wasn't quite closed, and peeked inside, calling out, "Mom? Dad?"

Mom was in front of her makeup dresser, the one with the round mirror in the middle and lots of little side drawers holding all her jewelry and makeup stuff. She was standing on one leg with the other kneeling on the edge of the bench seat, arms raised to fit an earring. She saw me poke my head in and nodded for me to come in.

Walking toward her, I let my eyes slide over her body, noting the slip she was wearing hid a light weight bra with matching panties underneath but her legs had not yet been covered by pantyhose or stockings. She had nice legs, at least the part visible from the knee down where the edge of her slip just touched the back of her calf. My eyes were drawn to the bottom of her raised foot which, surprisingly to me, caused a stir in my loins when the toes suddenly curled, tensing the muscles in Mom's lower leg.

Dad was nowhere to be seen.

"Where's Dad?" I asked as I neared Mom, my eyes passing from her sexy leg to the white, mid-thigh length stockings draped carelessly, sensually, over one end of her makeup bureau.

"Sit," she said, nodding her head toward the bench seat.

I did as she said.

"In the bathroom," she nodded the other way as soon as I sat down, indicating the ensuite.

"Oh," I responded, turning my knees toward Mom. Looking in the mirror, I ran my eyes up her front until I reached her face which was tilted down, eyes regarding my reflection as she struggled with her earring. If she felt one way or another about me openly admiring her body, she didn't let on. I turned further toward her while she was still watching me and ran my eyes back down the real thing rather than the image, concentrating less on her jutting breasts than on the slight rise of her tummy and subsequent fall to the front of her slip-covered panties, the mound they suppressed still evident underneath. I turned back to regard the reflection and saw that Mom was still watching me, looking steadily into my eyes. I couldn't read her thoughts.

Just then, Dad came into the room asking Mom if she'd seen his good cufflinks.

"Oh, hi son," he said as he saw me sitting on the other side of Mom. "Are you coming?"

He didn't wait for an answer, instead busying himself moving stuff around on his dresser, then started opening and closing drawers.

"Are you sure you haven't seen them?" he asked.

"No, I haven't seen them," Mom answered calmly, still looking into my eyes.

My thoughts from the night before suddenly welled up and flooded through me, generating a heat flush that spread out until my skin tingled. As if in slow motion, though unstoppable, my left hand lifted from my knee and moved toward Mom. I watched it as if it wasn't mine, wondering what this thing was doing. A drawer closed and after a pause, another slowly opened, dragging out on its rails. The hand was at the edge of the bench seat, on the far side of Mom's knee, between her legs. It pushed under the slip and turned, palm toward me, resting on the inside bulge of Mom's knee.

Another drawer slid shut behind us ... pause ... then the sound of another opening.

I turned away from the hidden hand, back to the mirror, sliding up until I met those eyes, still staring directly at me and still undecipherable.

I recaptured my dispossessed appendage and willed it to move, staring deliberately back into Mom's eyes, intensely aware of their pressure but also sensing with exaggerated perception the soft inner skin of her thigh. Slowly, slowly my hand climbed, Mom tracking every inch through my eyes. The skin became even softer, more yielding, and less resistant. I knew I was near and wasn't surprised when my fingers dipped into the hollow at the top of Mom's leg just before her panty leg.

My hand stopped as Dad's voice rang out again.

"Could they be in one of your drawers?"

"I don't think so," Mom answered with a dead calm voice.

Dad's footsteps approached and passed behind us.

"But see for yourself," the deadpan voice suggested.

The sound of a drawer opening on the other side of Mom arrived as if coming from a great distance rather than the six or so feet it had actually traveled. Was that last comment directed at Dad or me? The mutual gaze between Mom and I became incredibly intense. I moved my hand up and to cup her panties. Mom reacted immediately with a sharp, audible intake of breath. Her eyes were riveted on mine but her face registered shock. From the unexpected completion of my threatened action, or her reaction?

"What? What did you say?" Dad asked, another drawer opening and closing.

"Nothing," the calm voice returned. "Just look carefully so you're sure they're not there."

I pushed my hand further between Mom's legs, fingers sliding along her cleft until my palm was pressed against her mound. It throbbed in my hand. Reluctantly, I pulled my hand slowly out, dragging my fingers through the groove, the tips following the narrow canyon until it petered out. Mom's mouth opened in silence. Pushing slowly back in, my fingers dug deeper, creating a shallow furrow like a farmer plowing a virgin field. When my hand once again pressed against Mom's mound, the tip of her tongue appeared between her open lips, as if somehow forced out. Realizing my tongue was peeking out of my own mouth, I squeezed Mom's pussy between palm and fingers, gratified when more of her tongue made an appearance. Pleased, I did it again, like gently squeezing a Japanese orange. I loved the look on Mom's face and, though I didn't squeeze any harder, I pushed my arm up harder to increase the pressure on her cunt.

"They're not there," Dad said, exasperated, the last drawer closing with a bang.

I heard him stand up and turn to look at Mom. I pulled my hand up so it wasn't sticking obviously out Mom's slip but I kept it high on the inside of her thigh, flat against her leg, my arm hidden against her side. I followed the sound of Dad's voice until I could see his face the mirror. He was standing on other side of Mom, a few feet away and slightly behind her, looking directly at the side of her face. Mom still had her hands raised to her ear. Though it seemed odd to me that a woman would still be trying to put on a pair of earrings after all this time, such a practiced movement, but that didn't seem to occur to Dad.

"Will you take a look, Linda?" Dad was frustrated.

"In a minute, dear. Go have your shower."

How could she be so cool?

As Dad turned away, I slid my hand back to cup Mom's pussy, snaking the other behind her legs, over her buttocks to the top of her panties, halfway up her ass, and tugged them down until the elastic was stretched across the back of her thighs in the creases between buttocks and legs. Dad disappeared through the bathroom doorway as my front hand retreated up the front of Mom's panties and my rear followed, chasing it's team member, but on the inside, along Mom's wet pussy. At the sound of Dad's trousers hitting the bathroom floor, my longest finger dug into Mom's hole, pushing as far as it could reach up her slippery channel. I tore my eyes from the doorway and looked at Mom's face again, witnessing her closed-eyed grimace, thrilling as it screwed up even more when I wiggled my finger and gave it an extra push into her cunt.

Knowing that she must be at the height of her excitement with Dad's exit but still only feet away through an open doorway in the next room, I drew my hand back and inserted another finger, frigging her rapidly for a least a dozen thrusts. I heard the shower start blasting away and pulled my fingers almost but not quite out, spreading them to open her slit. Slipping my other hand inside the front of Mom's panties, I aligned my thumb with her slit and pushed it gently up to the top of her little hood and began rubbing in a small circle on her clit. Mom moaned loudly but thankfully it coincided with the sound of the shower door sliding shut.

With Mom's eyes closed and her face indicating she was lost in the feelings emanating from her womanhood, I awkwardly got off the bench seat and stood behind Mom, managing to keep both of my hands busy on her increasingly wet and slippery sex. Remembering how she liked my breathing near her ear, I started whispering to her as I pulled my rear hand away and used it to push my pajama bottoms down, freeing my rock hard cock. I didn't have much time. Dad wasn't known for languishing in a hot shower.

Hoping I wasn't making a mistake, I whispered, reminding her of the movie, "I really liked it when the mother was watching her husband talking to his parents." I knew she would know what I was talking about.

Watching her, you wouldn't have seen any reaction but I could feel her push herself harder onto the hand I held in front of her which, when I'd stood, had twisted around so its fingers were now ensconced in her slippery pussy. Helping her along, I pushed the three fingers further inside her.

"Remember how the son rubbed his cock between her legs," I whispered, trying to add an extra rasp to my voice, though I probably didn't need to. Mom moaned aloud again and I knew I was on the right track. Moving in for the close, I swirled my thumb across Mom's little hoodie and whispered, extra soft and drawn out, "Remember how long it was?"

Another loud moan. I pushed forward, dipping my knees and, cock in hand, rubbed it up the inside of one thigh, down the other and then back up until it rested at the bottom of her bum, between her cheeks.

"A long cock rubbing between his mother's legs when the rest of the family were just outside the door."

I didn't remind her that the son had actually fucked his mother. I nuzzled the back of Mom's head, turning it to the side so my mouth was closer to her ear but also to point her face toward the open bathroom doorway. I pushed my cock along the crevice between Mom's cheeks, the panty elastic stretched across her thighs keeping me pressed hard against her perineum. Mom's eyes fluttered open, eyeing the open doorway with the same blank yet intense gaze she had fixed on me before and during my initial caress up her inner thigh. I shoved forward, using the fingers of my front hand to seek and guide the head of my cock over the front panty elastic. Mom kept looking at the doorway.

"He had such a long cock," I whispered.

With my cock pushed firmly up against the bottom of Mom's pussy, I began sliding back and forth, shifting my hands up to rub and hold her tits through the slip and flimsy bra.

"Rubbing and rubbing between her sexy legs... from behind," I murmured in her ear.

I stopped talking and concentrated on my fuck-like thrusts, squeezing her tits and swirling my tongue in her ear. Faster, faster, faster. I was fucking and fucking, my excitement outgrowing my ability to control myself, getting lost in it, thinking of nothing else, becoming an uncontrollable, spastic muscle.

Reality crashed inside my head ... what was that? Something wasn't there. The water. The shower had stopped!

"Unnghhh, unnnnghhhh, unnngghhhh."

Thrust, thrust, thrust.

My mind was starting to work again but it couldn't control my body. Fuck, fuck, fuck.

The shower door opening. Any minute now. He'd be here. Any minute now. I'd come.

Fuck, fuck, fuck.

"Ohhhhhhhh, ohhhhhh, ahhhhhhh."

"Unnnnnnnnngghhhghhhhhhh."

I stumbled back, my Dad's voice humming, the sound of a towel, scrubbing.

Get out. Get out!

Mom was straightening up, her slip falling over her thighs. I could see her face as I backed away slightly to the side, heading directly to the bedroom door. Her eyes were on mine again, watching me leave. A slight smile graced her lips as she raised her arms, swinging both hands up to her ear, canting her head that way. As I backed through the door, I could hear Dad talking to Mom. He was coming out of the bathroom. Mom turned to face him but my eyes glued onto the part of the mirror that became visible as she turned, now blemished by a large splat of milky white stuff, just starting to ooze down the glassy surface.

I turned into the hallway, catching Dad exiting the bathroom from the corner of my eye, and stopped just out of sight.

"So is William going to join us?"

"No," Mom's voice was calm and collected. "He's going to study so he can watch a movie or something tonight.

"I wish he wouldn't download free movies. We can buy anything he wants to watch."

"You don't get it Bill," Mom replied. "It's not the downloading, it's the thrill of it. Young people these days like to do something a bit naughty, but without any real harm being done."

"But what's he watching?"

"He's eighteen, dear. Whether you like it or not, he's a young man now."

"I still don't like it."

"Would you like me to see what he's watching?"

"Would you mind?"

"Not at all dear. I'll go downstairs after supper and insist on watching a movie with him and see what he's got to offer."

"See what he's got loaded on that machine," Dad pressed.

"I'll see what he's got loaded. Now get dressed. All this talk is making me hungry."

I retreated down the hall, their voices diminishing as I descended the stairs, heart still pounding from my close call and the thrill of getting her so excited that I was sure she would have let me fuck her if Dad hadn't been so close. How could I get her that excited again without him being so near?

I finishing a gigantic sandwich when Mom and Dad came home and washed it down with a beer. Dad looked askance at me and though he looked disgruntled at finding me drinking a beer in the middle of the day, he didn't say anything. Mom went over to the window behind the sink, and looked out at the back yard.

"Your roses are coming up nicely, Bill."

Distracted, Dad joined Mom to look out at his roses, and she then turned toward me. "Are you going to study this afternoon, William, so we can watch some movies tonight?"

Mom was smiling as she spoke, probably because my mouth was chock full of bread, ham and tomato along with all the stuff I'd spread on it. I munched and munched but it was clear I wouldn't be able to speak for almost a minute at least. Dad was staring out the window and Mom stood about three feet this side of him, one hand on the counter and the other on her hip, the leg near the cupboards bent at the knee with her foot raised, leaving the other to take all her weight. The way she stood cocked her hip, emphasizing the line of her outer leg, the narrowness of her waist, and the heaviness of her breasts as they jutted out over her tummy. Her smile widened as she watched my eyes drift up her body, as if riding a slowly rising tide from her feet to her chest.

"I said, are you going to study some more this afternoon?"

"Oh yeah," I finally choked out, still admiring the contours of the expensive white blouse Mom was wearing under the jacket that matched the skirt that flattered her hips. I couldn't wait to see her walking away.

I stood, pausing to pick up my empty plate and take a swig of beer, wiped my mouth with the back of my hand, eyes roaming around the contours of Mom's chest as I stepped to the sink and reached around Dad to put the plate in the sink, leaning heavily against Mom's side.

"A bit early in the day for a beer, isn't it?" Dad grumbled.

I was about to reply when Mom pushed me away and turned to lean back against the counter, facing me but looking at Dad. "Why don't you get changed and do a bit of gardening this afternoon, dear."

Dad nodded and walked out of the kitchen, kind of grumping along the way. I looked down at Mom, eyes on the swell of her breasts under the fancy white blouse that revealed nothing since it buttoned at the back.

"I thought that was ham and tomato you were eating, or did you have oats for breakfast?" Mom's face broke out into a big grin as she brushed past me before I could reply. "You'd best get studying before your Dad comes downstairs." I turned to watch her, briefly catching the movement of her bum before she turned up the stairs.

I saw Dad walk by as I exited the downstairs bathroom. The back door closed a few seconds later but by then I was watching Mom's silent descent down the stairs, still dressed in her white blouse and skirt with matching white stockings but no shoes. She had removed the jacket and her breasts featured prominently as they pushed against the blouse, jostling with each step. She watched me as I watched her but she wasn't smiling, instead wearing that same unfathomable blank look I had seen this morning. She was sexy but aloof and there was a sense that touching her was taboo but not completely forbidden.

She paused on the bottom step, one leg hanging in the air with toes pointing to the ground and calf muscle tensed prettily, flashed me a quick, warm smile, then completed her step in slow motion and turned into the kitchen. I followed, stopping close behind her where she stood, resting one hand on the counter just to the right of the sink as she watched Dad through the window, pruning one of his yellow rose bushes.

We stood in silence, Mom watching Dad, and I too, over her shoulder. I placed my hand tentatively on her hip, slightly back of center where I could feel the flesh just beginning to swell out to form her buttock. Which way to go? Part of me dearly wanted to slide my hand down over her bum to squeeze and cup her buttock while the other yearned to dip into her waist and slide up to hold her breast. I chose neither.

Instead, I raised my hands to the top of her fancy blouse behind her neck and released a button through the delicate material. Mom didn't move or say anything, so I undid another, and another. I was startled when she moved, but she simply shifted her weight to stand like she had while I ate my sandwich, one knee bent and supporting nothing while the outside leg was stiff and straight, cocking her hip up to emphasize her narrow waist. I slipped another button out, then another, and another, continuing until all the buttons were undone down to the waistband of her skirt. There were more to undo underneath but I didn't try to pull the blouse up to get at them, or to unzip her skirt. Only the skin above the back of Mom's slip was available to my eyes but I was very excited and had trouble keeping my breathing quiet.

Mom watched Dad, as if nothing had transpired, and waited.

Slowly, as if afraid to touch her, to warn her of my breach, I pressed my hands flat together and moved my fingertips between the open edges of Mom's blouse. Opening my hands, I kept my fingers away from her body and slid underneath the blouse, spreading and forcing it to slide over the back of my knuckles. I pushed forward until my hands were hovered on either side of Mom's waist, then dropped them to hold her hips. Mom's breath sucking in was the only sound in the kitchen.

I hadn't really expected a rebuke but I was still surprised when one wasn't forthcoming. It was several seconds before I slid my hands along the outside of Mom's slip, along the curve of her waist and up as her flesh burgeoned out until my palms pressed lightly against the side of her breasts. I paused again, unable to stop my ragged breathing.

Dad moved to the next bush and began snipping things only he could see. I pushed my hand, forcing my fingers around Mom's supple globes, the weight of a full breast in each of my palms. I squeezed and couldn't help groaning as I did. Mom didn't respond, so I began a slow massage, gently squeezing, pushing and pulling her breasts, and pinching the nipples, which I could feel stiff and hard even through the slip and decorative bra underneath.

"You should be studying, William."

I didn't reply. Instead, I lowered my head to nuzzle her bare neck, sliding my lips against her skin to her jaw just below her ear.

"Behave yourself, William."

I moved my mouth slightly higher and dipped my tongue into Mom's ear.

"Ooohhhhhhhh," she purred, her body relaxing against mine, now pressing harder into the softness of her behind. I swirled my tongue around her ear and suggestively pushed it in, pulled back, and then in again.

"William, stop it," she breathed, the huskiness of her voice causing me to stiffen against her cheeks. I found her nipples and pinched them, retaining my hold through the slippery slip, tugging them outward until I lost them.

"Ohhhhhhhhhhh, William, stop."

I ground my cock into her ass and dropped my hands to her skirt, bunching the material up, trying to get underneath so I could pull her panties down. Mom stepped forward and whirled around to face me.

"Go downstairs and study."

I stepped toward her.

"Please, William." Mom held her hands up to ward me off. "Go study."

"Ok, Mom." I turned away, and went down to my room, negotiating the stairs with difficulty because of the large boner interfering with the movement of my legs.

I didn't study. I couldn't. As far as I was concerned, the whole thing about studying was to lay the groundwork for Mom and I to watch some movies together tonight. I was lolling back in the pillows on my bed, trying not to jack off while watching one of the mom-son movies. How was I going to last four more hours until supper and probably another after that before Mom came downstairs?

I could sense the smell of her neck, the arousing weight of her breasts and exciting feel of her nipples between my fingers. My cock stiffened in my hand, remembering the yielding softness of her cheeks when it pressed between them. Fuck! I couldn't wait. This was torture. I should go for a drive or something. I couldn't do this.

I yanked my hand away from my cock and leaned forward to stop the movie. Grabbing the mouse, I caught movement out of the corner of my eye. Mom had just come through the door and was walking toward me, a Mona Lisa smile on her face. She walked slowly, her hips swaying deliberately, emphasizing her hourglass figure. Mom stopped beside the big armchair, kinked one leg to cock her hip, and raised her right hand to the side of her head, pushing her hair up in a disheveled way, her face taking on a quizzical expression.

"I couldn't remember, was there a matinee playing here this afternoon?"

I was too dumbfounded to answer and just sat on the bed looking at her body in its hot pose.

"Because I just told your father I was coming down to watch a movie with you," she pouted, smiling.

The hand dropped and Mom turned to face the chair as she tugged on her blouse at the sides, pulling it out from her skirt. As soon as it was out, she hunched forward to slip it off her shoulders and down her arms, letting it drop on the chair. The buttons were still undone. I pictured her walking out in the yard and talking to Dad as he clipped his roses, her blouse open at the back. Still facing the chair, she had turned to look at me with that enigmatic smile while her hands reached behind to unzip her skirt. Her breasts thrust tightly against her slip, drawing my eyes there.

"Maybe you should avert your eyes while I get ready," she spoke softly.

I ignored her, staring at her chest.

"Suit yourself," she said, leaning forward as she tugged the skirt down until the waistband tightened around the wide part of her hips and rested on the top of her buttocks, switching her hands to push the skirt down as she shook her hips and wiggled her bottom.

As Mom folded her skirt, I started the movie up again, expecting her to immediately come around to get into the bed but she surprised me. When I looked back up Mom had turned to face me and was reaching awkwardly inside her slip, hands moving around until they emerged pulling a light blue, shiny bra made of the same silky material as the slip. The enigmatic smile returned as the bra was dropped on top of the skirt on the chair. The smile grew as my eyes widened and Mom's eyes seemed pleased by the shock she had no doubt produced on my face.

Stepping it up a notch, Mom pulled on the sides of her slip until it reached mid-thigh. Her hands suddenly disappeared underneath, reaching up and quickly returning to her knees, panties in tow, stretched across her legs. First one leg and then the other was lifted for each small foot to pull through. The panties were dropped on the skirt.

Mom was at the end of the bed before I realized she had moved. She crawled up and forced me backward, pushing between me and the edge of the bed near the computer. She wiggled around, getting comfortable, pushing her body against me, her soft ass pressing against my hard cock which, unbeknownst to me, had been sticking up out of my shorts the whole time. Mom wiggled her ass on it. I looked down at her breasts pushing hard against her slip, the aroused nipples struggling mightily to pierce the material. I brushed her messy hair away from her ear and lowered my face until my mouth pressed against it, my tongue slipping wetly inside.

"Look at him," she whispered. "He wants to fuck his Mom."

Fucking rights I did, I thought, but she was looking at the movie, watching a young guy turning his sleeping mother onto her tummy, pushing her dress up over hips and pulling her panties down to expose her ass.

"Is my bottom that nice?" Mom asked.

"Better," I growled, pulling her slip up over her hips, shifting myself backwards and pulling her toward me, then shoving her upper hip forward to push her onto her tummy a little. The guy in the movie spread his mother's legs and slid a hand under the front of each thigh, pulling her back toward his big cock.

Mom's breathing increased and her voice was very excited, "He's going to fuck her."

The woman's hips were lifted and the young man leaned forward to lower the tip of his cock, nudging it between his mother's open legs, inserting it into her moist slit and pushing slowly forward, disappearing into her wet hole.

"Ohhhhhhhhhhhh," Mom sighed as my own cock, freed from my shorts a few seconds earlier, slid just under her ass as I kneeled between her own open legs. "Oh my god," she cried as I sawed my cock back and forth along her perineum, trying without success to lift her hips so I could angle my cock into my own mother's cunt and fuck her like the movie son was now vigorously doing on the screen.

Even though she moaned like she really wanted it, Mom wouldn't let me raise her hips so I could get inside her. Mom was flat on her tummy now, not just leaning a little forward. I had pushed her right over in my efforts to get into her. I was fucking her in every way now except being inside her, pushing and shoving and bending my cock against her ass and the bottom of her pussy. I just couldn't get it in her.

The guy was really humping his mother now and Mom's eyes were glued on the screen. Every time I pushed her into the mattress her ass shoved back at me but resisted each time I tried to pull her higher. She just wasn't going to let me get inside. I spread her legs wider and tried to dip lower to shove my cock up in a surprise attack but I was frustrated at the last second by her hand reaching from underneath to block my entrance.

"Mom!" I grunted in disappointment.

"I can't," she cried, moaning now.

I humped away, sliding my cock between her cheeks and rubbing it up and down across her asshole but when I tried to poke it in there she twisted violently away.

"No!"

I reverted to sliding back and forth through her cheeks, humping hard. Mom pushed her ass back, making it better, and we fell into a rhythm. Not long after I began spurting through her cheeks all over her back and the slip which I had pushed up onto her shoulders. Finished, I remained kneeling behind her, drawn back a little but keeping her legs wide open and spreading her cheeks with my hands. Mom lay there, wanton and exposed.

There was no play acting now, no pretending. I ran my hands around her buttocks, slipping between and pushing my fingers into her pussy. She lifted her ass to accommodate me now, allowing me to easily slip several fingers inside, moaning when I twisted them back and forth, reaming her steamy hot hole.

"I couldn't let you, William, because I'm a married woman," Mom gasped, struggling to raise her ass on trembling thighs as I lifted my hand, moaning happily when I pushed them firmly back inside her. I set Mom on her knees, ass raised high, and worked my hand, twisting and turning, pushing in and out, slowly working more and more inside her until my knuckles met her nether lips.

I'll make her want it, I thought angrily to myself. She'll beg for it. Pulling my fingers out for a minute, I reached under my pillow and grabbed the tube of lube I used to stop my dick from getting sore when I masturbated for a long time. I lathered the lube on my fingers and, squirting out a bunch more, applied it to her pussy before pushing my fingers back inside. She was moaning constantly as I twisted my hand inside her gaping pussy right up to the knuckles again and then beyond. I kneeled beside her, holding her steady with my free hand stretched under her belly and gripping the hip on the far side. I stopped to apply more lube.

"This is what my cock would feel like," I exaggerated, still hurt by her refusal to give herself to me. "This is what you're missing."

I squeezed my freshly lubed fingers together like a small bunch of bananas and pushed them back inside her, constantly working her pussy, making it squish and squelch wetly as I treated her cunt to a massive finger fuck and then more. My whole arm moved as I pushed in past my twisting knuckles until the crux of my thumb met her ass.

Now I worked most of my hand in and out of Mom's cunt. She was beside herself, moaning and moaning, her ass cheeks and thighs quivering with each digging probe until, finally, she had a loud, long orgasm that drenched my whole forearm. It was incredible. Her thighs were pulsating uncontrollably on my hand as she moaned for more, legs clutching my bunched fingers until she stopped, lying on the bed, breathing raggedly. Feeling bad, as if I had abused her, I nestled beside her and put my arm around her shoulders. Her face was turned into the pillow.

"Are you ok, Mom?" I asked, gently rubbing her shoulder. "Are you ok?"

Mom expelled her breath in a loud sigh.

"I'm sorry, Mom. I didn't mean to be so rough."

She mumbled something but I couldn't hear her.

"What, Mom? I didn't hear you."

Mom turned her head so I could see her face. "I liked it," she whispered.

"You liked it?" my voice rose an octave, indicating my incredulity.

"Yes," she replied. "I liked it."

I put my hand under her ass and pushed my fingers between her legs, seeking her entrance again, but she twisted away.

"No," she said, sitting up. Taking my face in her hands, she kissed me sweetly, mouth to mouth, drew her head back and said, "Wait 'til tonight, William."

After Mom left I lay back on my bed, ecstatic at the turn of events. Everything was out in the open now. When she came downstairs again, I could touch her without fear. I could hardly wait for that wonderful feeling that traveled through me when I first put her on her tummy and spread her legs. I wanted that feeling again. Soon.

I was very antsy at supper and couldn't take my eyes off Mom. Dad was in a better mood, partly because I said the studying had gone really well when he asked but that I was looking forward to a break tonight. He smiled and said that Mom was hoping to watch one of my new movies with me. He gave Mom a conspirational look as if they were up to something. If only he knew what Mom and I had been up to that afternoon. I couldn't help getting a boner sitting there at the dinner table with my mother to my left sitting at one end of the table and my father to the right at the other end. My boner grew when Mom added her two cents to the conversation.

"I might watch two, Bill. Maybe you shouldn't wait up for me," she purred in that soft voice that never failed to stir my loins."

I cleaned up and did the dishes after dinner, not wanting Mom to be delayed by anything. Dad went into the living room to watch the news and read. Mom went upstairs, telling me she'd be down soon and to wait for her downstairs, blowing me a kiss with her fingers. I rushed down to my room, feverishly clearing my bed and putting fresh sheets on. I didn't want anything to put my mother off.

I waited. And waited. And waited.

Just as I was about to go upstairs, Mom appeared through the door at the far end of my room, slowly walking into the brighter light. She was dressed in a floor to length robe and the only thing I could see were her bare feet.

"I decided to have a bath," she explained, stopping just behind the computer on its little table. She looked approvingly at the obviously freshly changed bed and then just stood there looking at me.

Finally, she asked if I'd started the movie. I shook my head. "Start it," she said.

When I looked up again, she kept looking back at me, smiling when a confused expression surfaced on my face.

"Aren't you going to help me with my robe?" she asked, seeming to be quite amused.

I scrambled off the end of the bed, stumbling around to get behind her. The smile became more amused. "Eager to get the movie started, are we?"

"Ummm, yeah," I replied, flustered. I didn't feel as much in control as I thought I'd be. Why was I so stupidly nervous?

Mom undid the belt on the robe and the three large buttons keeping it closed, then grasped the lapels and lifted so I could lift it from her shoulders. I gasped when I took the robe and let it drape onto the chair. She was stark naked.

One leg was bent at the knee again in that characteristic stance she favored, crossing her legs and emphasizing that triangular area under her bum that had attracted me so much this afternoon. Not only did that stance cock her hip to emphasize her narrow waist, it also made her right buttock jut out. My cock grew so quickly I had to free it from my shorts.

"I put powder on," Mom said, looking over her shoulder. "Doesn't it smell nice?"

I leaned forward to smell her neck.

"Feel it," she said. "Doesn't it feel soft?"

She looked over her shoulder and I dutifully put my hand on her powdered buttock, slipping my hand in a small circle over her cheek, gently squeezing its weight.

"Let's get started," she said and abruptly walked away, circling around the computer to crawl up onto the bed. Mom was already stretched out on her tummy watching the movie when I scrambled onto the mattress. I paused, thinking about spreading her legs and nestling between them, then changed my mind and lay down beside her. As she watched the movie, I let my hands roam over her body, from head to toe, gently stroking and trying to stoke her fire.

Not until the start of the second scene did I part her legs just enough to dip my fingers in for a quick rub over the outside of her pussy. I was thrilled by her prompt push against my fingers, showing how eager she was for their caress.

Not yet, I thought, not yet. Throughout that scene I continued to caress my mother, sneaking back for a quick dip between her legs only half a dozen times. Her breathing was deep and audible by the time that scene ended, and I began the next with a full minute of fingering, dragging my slick long finger slowly over her puckered hole when I drew it out of her pussy.

I let her hear me dripping lube into my hand and rubbing it between my palms. I pressed her thighs slightly and she readily moved them apart, her anticipation evident. Her breathing noticeably quickened as she waited for my first probe but I reveled in making her wait, watching her throbbing pussy beg for my approach.

I slipped my hand between her legs, deliberately moving off target to scrape along the inside of her thighs, moving as slowly as I could toward my target. I let my fingers brush against her waiting lips with the faintest touch, sliding up and down several times before entering her slit, my heart pounding at the first sight of moist, pink flesh. I contented myself with brushing my fingers from side to side, pushing her lips farther and farther apart until they didn't close when I withdrew.

I pushed back to tease the seam of her pussy again but this time I pushed two fingers right inside, forcing a gasping moan from Mom. I pulled back, circled my fingers around the inside of her lips, then pushed back in, slowly, but shoving way in until her ass rocked forward on the bed. Quickly, I fingered her fast for almost a full minute then suddenly pulled my fingers out. Mom was gasping, her ass moving up and down with her rapid breathing. I noisily applied more lube and then inserted myself again, this time moving in slowly with all my fingers.

I teased her until the end of the scene, working inside her until I could easily twist all of my fingers in and the top part of my hand inside her. She was moaning constantly when the movie ended. I had difficulty holding the mouse to select and start the next movie. Mom watched in silence as I worked, waiting patiently, her hips constantly pressing into the mattress.

I continued to work slowly throughout the new first scene but when the sex action heated up I started to really hand fuck Mom. Her gasps were really hoarse and I worried that Dad might have gone to bed early to read but there wasn't much I could do so I threw caution to the wind and concentrated on making Mom as horny as I possibly could, reaching under her tummy to manipulate her clit with my free hand. Resting my head on Mom's ass, I stopped pushing in and out of her pussy and just shook my hand, trying to turn it into a natural vibrator with my thumb planted between her cheeks, directly over her crinkly brown kiss, rubbing it in our first exploratory caress.

I was thankful for the silence when Mom finally came. She turned her head into the bed again and though her cries were louder, they were muffled by the pillow. I was amazed again by how her thighs quivered, her cheeks shaking as her pussy kept clutching at my fingers. It was several minutes before she was still.

I rose to my knees and kneeled between her open legs, grabbed the lube and held it about a foot above her. It dripped onto her ass and I enjoyed the way it either drooled between her cheeks or dribbled off the side depending on where it struck her cheek. Mom kept her face hidden in the pillow. Tossing the tube to the bed, I lifted one knee and pulled Mom's legs closed on my other leg, set my knee down on the outside of her leg and shifted my weight so I could move it outside her other leg, pushing it tight against the other.

Straddling her hips like that, I lowered myself until my cock lined up with the crack of Mom's ass, pushed it between her cheeks, and began sawing my cock back and forth, fucking her bottom, pushing her cheeks tightly against my shaft. Changing up, I forced my cock down between Mom's closed legs and starting fucking along the bottom of her cunt. I didn't try to angle myself to get inside her but I kept it pushed against her pussy as firmly as I could. I kept switching back and forth like that until I couldn't hold it back any more and I loosed by first blast of the evening all over her ass, some spilling onto the backs of her thighs and some onto her back.

I got up and walked quickly to the downstairs bathroom and back, carrying two towels, one small one damp with hot water. Mom was still lying the way I had left her, my spunk in droplets except for a few rivulets that had run between her legs. Gently, I wiped her clean and dried her with the soft towel. When I finished, I lay beside her, between her and the edge of the bed on the computer side, stroking her shoulder and neck, and then up to caress her hair and the side of her face with my fingers.

I leaned down to kiss her cheek, moving slowly down until my lips were nibbling at the corner of her mouth, a thrill shooting through me when she turned her head ever so slightly so my mouth could fully cover her. A moment later, my tongue slid inside her mouth. We kissed and hugged for a long time and were face to face, lying on our sides, when we finally stopped, our legs tensely entwined.

"You're a very sweet man to be with William," Mom whispered, stroking my hair back on the side of my head, her eyes searching mine. I gave her lips a quick kiss in response.

Mom pulled back. "I should go. It's getting late."

I didn't argue, but I leaned forward for a slightly longer kiss, my lips just brushing hers.

"Really," Mom said. "Your Dad will be waiting to see if you have stolen movies on your computer. He sent me down to find out." Mom laughed quietly.

"Are you going to tell him about my movie preferences?" I asked, looking very serious.

I caught Mom by surprise and she laughed out loud.

"If I did," she said, "he would never leave home."

"That would never do," I laughed back, leaning in to kiss her again, a longer one this time, slipping my tongue inside her near the end.

"But I better go," she repeated. "We don't want him coming downstairs to find us like this, now do we?"

"Dad never comes down here," I answered, stretching forward to kiss her again.

Mom allowed the kiss, but I spoke before she could when it ended.

"You told Dad you might watch two movies, and these are shorter than regular movies."

While Mom pondered what I'd said, I leaned back and used the mouse to start the next movie in the list. Turning back, I slipped my hand around Mom's waist, kissing her again, my hand drawing back to slide down the front of her tummy and up to her breasts, taking hold of the upper one and gently squeezing it as we finished our kiss.

"I really shouldn't stay," Mom whispered, looking past my head at the movie, now playing the opening scene, relating the first tentative gambits between mother and son that she seemed to love so much.

"I know," I whispered, putting up no argument but lifting her knee and pulling her thigh over the outside of mine, opening her legs.

Mom pulled her eyes from the screen and looked into mine. "You're being bratty."

"I know," I whispered, inserting my hand between our bodies, poising my hand in front of her open legs.

"You really are a sweet man, my little William," Mom whispered, stroking the side of my head again. "I wish I could."

"Wish you could what?" I asked, lifting my hand so my fingertips barely brushed Mom's pussy lips.

Mom quickly sucked in her breath, then replied, "You know what."

I stroked my finger up and down her slit. "What?" I asked, pushing it.

She was still very slick and wet, and the first sloppy sound from my finger work struck my ears when Mom whispered hoarsely in my face, "Let you fuck me," she said.

I poked my single, long finger into her hole and wiggled it inside. I shifted my head close until I was under her ear. "I wish you would let me fuck you, Mom. I really want to fffuck you," I stretched the 'f' out, then slipped my tongue out to flick her ear, knowing how much she liked that.


Mom hugged me to her ear. "Shhhhhh, now," she whispered. "You know I can't."

She groaned as I pushed my wet tongue into her ear, flicking and swirling it around. I let her watch the movie in peace then, slowly fingering her pussy, inserting more and more fingers until they were all inside her again. Eventually, her legs were stretched wide open so her oily, slick cunt could envelop my hand. I didn't have to shove it inside her, I just held it while she fucked herself with it. She became frenetic, frantically humping my hand, almost taking the whole thing inside her. Afraid she would, I clasped my thumb tightly under my other fingers so she wouldn't hurt herself if she suddenly thrust herself down so hard she slipped down to my wrist.

Her breathing was harsh and she was grunting primeval sounds into my ear as she ground herself on my hand. When it was finally over, she collapsed onto her back, tits heaving as she gulped in air, her hands stretching down to cover her pussy, hips bucking against her own hands.

I rose up to look down at Mom's sweaty, heaving body, her tits still rising and falling with her ragged breath, nipples extremely hard and sticking up like little gun barrels. Though her eyes were closed, she closed her legs, her hand still cupped over her pussy. A little lost at first on how I was going to relieve my raging cock, now that she was lying on her coveted ass, I moved to straddle her stomach, moving up until I was poised above her tits. Reaching around, I finally found the lube and squirted a liberal quantity onto Mom's solar plexus. Her eyes opened, understanding filling them as she saw my cock wavering above her tits. She smiled and nodded, closing her eyes.

I spread the lube over her tits, massaging it in well on the inner swells but taking lots of time to squeeze and tug on her fantastic nipples until I couldn't tug them anymore because they were so slippery. I leaned forward, laid my cock on her chest, pushed her tits tightly around my shaft, and started fucking them.

Mom kept her eyes closed as I fucked her chest, even when my breathing became more uncontrolled and raspier. She knew I was getting close. I hadn't thought things out when I had started on this tack but I now found myself wondering what to do when I came, which I knew was coming soon, no pun intended. I couldn't splash cum all over my own mom's face. I mean, she would get really pissed off and I wasn't sure I wanted to do that anyway. But I couldn't pull away, it felt too good. I'll grab it, I thought, and shoot off to the side as soon as it starts to come. Satisfied, I began fucking her tits faster.

But Mom did something that amazed me. She lifted her head off the pillow and tilted her face toward me. Just a bit, but enough that on the next forward thrust, her open mouth accepted the tip of my cock, her warm, wet tongue pushing against the tender underside. What an incredible feeling! I soon shifted forward so I could reach higher, the entire head of my cock now slipping in and out of her mouth.

I was humping desperately now. Trying to get back into her warm mouth as quickly as I could after each retreat, I lost all sense of anything else. All that mattered was getting my cock in Mom's mouth. That was it, that was my entire universe. Thrusting into her mouth. I was surprised when my cum throttled up my cock and spewed into her mouth, filling it with my thick goo, then feeling shocked as I pulled back ready for another thrust but it burst out of my tip before I could get back inside, spraying a long rope of stringy white fluid across her cheek and closed eyelid and onto her forehead.

Into her mouth which closed as I withdrew so she could swallow, watching as my cock quickly rammed back, outside my control, bursting forth with another shot of white spunk streaming across Mom's face on the other side, dripping along her nose as my cock entered her mouth which opened just in time for its arrival, her lips closing over it. Mom's mouth made a loud, sucking pop as I withdrew and immediately pushed back inside, loving the feel of her lips closing around me again, and the now predictable pop as I pulled back. Almost sated now, I pushed back more slowly and Mom grabbed my shaft in my hand, steering my cock away from her mouth, directing it to the side and squeezing it so that last driblets of my cum oozed onto her face.

I kneeled there, gasping back to normal breathing, my cock now hanging on its own over Mom's face, her hand having dropped away. Her eyes were still closed which was good because my cum was all over her face. I moved my softening cock over Mom's face, bouncing it back and forth over her nose and lightly rubbing my sperm into her cheeks.

"Did you like that," Mom asked, her eyes still closed.

"Yes," I rasped, barely able to recognize my voice. "Fuck, yes," I added with emphasis.

"Don't swear, William."

"Sorry Mom."

"Does it make up for it? A little?"

"Make up for it?" I asked, my brain still not quite functioning as normal.

"Yes, she said. "For not letting you fuck me."

"Oh," I said, understanding now. "Yeah, it does. Almost," I added.

Man, if she was going to let me do stuff like this, then I was almost glad she wouldn't let me fuck her. I had thought I would never be able to do something like that to any girl, thinking it only happened in porn movies, but here was my own mother, offering to do it because she felt bad about not fucking me. What else would she let me do? Mom interrupted my reverie.

"Ok, you've played around long enough. Clean me up now."

"Sure, Mom. Where's that towel?" I looked frantically around my room. Not for the towel, I knew where that was. There it was, my little digital camera. I leaned over to pick it up from my bedside table, turning it on and focusing on Mom's face.

"Come on," Mom urged, "it's getting sticky."

I took the picture. Mom was surprised by the click, then flailed her arms at me.

"Hey," she yelled.

"Mom. Shhhhhhh. You'll bring Dad."

She flailed at me silently but I managed two more photos, tossing the camera over the edge of the bed before grabbing the wet towel to clean Mom. She was quiet as soon as she felt the towel and didn't say anything until her face was clean and dry. Only then did she open her eyes.

"Give me your camera," she said. "I want to delete those pictures."

"Come on, Mom. You don't now how awesome it looked. It was incredible."

Uncertainty crossed Mom's face but she could see the truth in my eyes. There was no question that I truly believed she looked incredible with her face covered in my cum. Her expression softened.

"Ok, but you never show them to anyone. Understand?"

I nodded my affirmation.

"And you make sure no one can ever find them. Right?"

I nodded again.

"Ok," she said. "Now let me up before you get ready again."

Mom put her robe on and left, turning to blow me a kiss before passing through my door.

I had Mom regularly after that. Several nights a week, even when Dad wasn't away, she would sneak downstairs after he had fallen asleep. If Dad was gone for the day on a weekend, we would spend both morning and afternoon together. I had rubbed my cock everywhere on Mom's body and had become expert in getting her outrageously horny, finding that I could slip my well oiled fingers or thumb into her ass when she was lost in her ecstasy. It became a regular feature when she and I both realized that it intensified her orgasm, though we never spoke about it and I never tried to finger her butt until that climatic moment. For some reason, she didn't like the idea of things in her ass, but she definitely loved the feel of it.

Several times, I managed to get Mom to give me a blowjob when Dad was nearby. Once, in the stairwell outside my room, just below our living room where Dad was watching the news on TV. I had run after her and caught her arm as she passed through my door. I was still naked and she tried to escape my hold, looking upstairs with a frightened look on her face. When she couldn't pull away, she sat down on the steps and braced her feet widely to stop me from tugging her back into my room, which is what she thought I wanted. Quickly, I moved between her legs, still holding her hands, and as she looked up at my face, I pushed my cock into her surprised mouth.

She could have turned away and spit me out, but she didn't. She held her head up as I thrust, fucking her face and gazing up where my father must be sitting as I unloaded in her mouth. I knew she would keep my cock firmly inside to swallow it all and not make a mess since I had already unleashed my first sperm of the day and wouldn't overflow her.

She wasn't angry and that reminded me how excited she got when the movie sons molested their mothers with the fathers close by, and of that fantastic morning when I had first fingered her with Dad right there in her bedroom. She was excited by the danger of it, I could see it in her face. I made a promise to myself to surprise her more often.

One of my favorite surprises was the one when I rushed into her room as soon as I heard Dad begin his morning shower. Mom was propped up against the pillows, reading the morning paper, quite shocked to see me burst into her room stark naked. She was more surprised when I pulled her down to the end of the bed, on her back, tipping her head over the edge and pushing my fat cock into her mouth. I had a quick, gurgling throat fuck and though she stood up and angrily whirled around to slap my face hard, she found a way just after lunch for us to get away to my room where she kneeled on my bed for a fist fuck.

The second favorite surprise was when we were out on the boat sitting on the fly bridge and sent Dad below to fix an especially complicated drink that required slicing and squeezing various fruits. As soon as Dad disappeared down the ladder, she stood in front of me, lifting her skirt to show me that her panties had been removed and pulled my head to her pussy. Boats passed all around us while she maneuvered my head exactly where she wanted it under her skirt. She lifted one foot on the bench to open her legs wide and ground her pussy in my face. After she came and released my head, she said, "What's good for the gander is good for the goose, too." She laughed uproariously at her own joke.

We had a good personal relationship and a good sexual relationship too. I had given up trying to fuck Mom but I was trying hard to get my cock into her ass, and she knew it. I had come close several times when she was still in the throes of a major orgasm, almost poking the head into her little hole before she shied away. She let me finger her ass almost every time now, and I could start earlier rather than just at the end when she was coming. She was acclimatized to my finger inside her forbidden hole and I knew she liked it because she allowed me to get two fingers in to play for awhile, fucking her backside with a double-sized finger. At first I thought she was just letting me do it to make up for not letting me fuck her but we were way past that now and the way her ass moved as I manipulated her butt, I was positive she really did like it.

Anyway, I had given up on ever getting to fuck her for real but was reasonably pleased with my progress toward possessing her ass when Mom announced the bombshell. My sister was arriving home the next day for a couple of weeks and wanted to stay in her old room.

Over my dead body!

That night at dinner, Mom raised my sister's return again. Why couldn't I just sleep in my old room for a couple of weeks? It wasn't a big deal.

Well it was to me. That was my space now. I had made it mine. I pointed out to Mom that Lynn would hate what I'd done and wouldn't want to stay there anyway.

"Well, then that will solve the problem, then," she replied.

"I'm not moving," I insisted but quit trying to argue with Mom. She was smarter than me and I would just lose. I fell back on irrationality.

"Why don't you just give it a try, son," Dad interjected. It was only a suggestion, but Dad's suggestions weren't to be taken lightly no matter how gently they were introduced.

I sensed imminent defeat and tried to see the bright side to lighten the inevitable blow. For one thing, Mom certainly wouldn't come downstairs when Lynn was in the house, but I might be able to get her to slip down the hall for a quickie, especially with the dangerous presence of her husband sleeping in the next room as a catalyst. Maybe it wouldn't be so bad. After all, it was just for two weeks. But my sister always won, and that stuck in my craw. I ended up saying I would think about it and that settled it for my Dad. Mom looked relieved, but not convinced.

After supper Mom made a special treat to get us in the mood for Lynn's return: three large mugs of Ovaltine. We sat around and drank it like we did in the old days. Strangely, Dad began to get very tired shortly after finishing his mug and Mom convinced him to go to bed early. She accompanied him upstairs but returned a short time later wearing a satin nightie that clung to her figure, emphasizing her narrow waist, flared hips, and sexy legs. Stopping in the middle of the living room, she raised her arms over her head and stretched, knowing she had my full attention, and thanked me for being so understanding about my sister's visit home.

"I think you deserve a special treat," she said. "Why don't we watch a movie together up here," she added, walking over to the shelf holding our collection of DVDs. Mom leaned forward to read the titles, resting her hands on her knees and pushing her bottom out to let it sway gently as if in a breeze. My eyes were riveted on the shimmering matching panties just visible below the raised hem of Mom's nightie. Suddenly, she straightened up and whirled around to face me, catching me by surprise, and smiled as she confirmed her suspicion about the focus of my attention.

"I know," she exclaimed. "Let's watch one of your special movies."

I was surprised because we had long ago dispensed with the need to watch movies. I had managed to download another dozen movies but they weren't as good as the ones Jeremy had given me and I hadn't been able to catch up to him for more. Mom kind of skipped over to me, coming to a bouncing, girlish stop and stooped to pick up my hand, pulling it as she straightened up.

"Come on, it'll be fun."

I certainly wasn't adverse to getting Mom downstairs before my sister arrived but I was still miffed about the whole thing, so I feigned a false disinterest.

"Shouldn't I finish my special drink in honor of Lynn's visit?" I asked sarcastically.

Mom laughed, ignoring my negativity. "That was just to get Dad to sleep," she confessed. She put her pretty, bare foot on the couch between my legs and tugged my arm again. "Come on," she said, sliding her foot forward until her sole covered my bulging crotch. She pulled again, pressing her foot along the length of my stiffening cock.

I could resist no longer. I got up and followed Mom downstairs to my room, loving the sight of her, relishing her legs and ass as if it was the first time I'd seen them. Obviously, she had something in mind but I had no idea what.

In my room, she instructed me to start a specific movie. While I searched for it and opened the file, she stood in front of me by the bed, turned to face away and bent over to slip her panties down, allowing her bare ass to sway in front of me until she stood up and the nightie fell down to cover her mostly supple yet slightly sagging cheeks.

Mom crawled onto the bed and kneeled behind me until the movie started, waving me back so she could lie down. She dropped her hands and crossed them in front of her. I expected her to lift the nightie over her head, as she usually did before lying down, but she surprised me by lifting it to just under her breasts, gathering it tightly there and falling onto her tummy, her bare ass jutting into the air. Then, she turned her head to watch the movie.

I began stroking and caressing Mom's back, legs and bottom. For ten minutes I slowly trailed my fingers over her skin, along the back of her legs right down to her feet, scratching my nails along the length of her sole, back up the inside of her legs and coming teasingly close to her pussy but not touching it, then up and over her buttocks to scratch through the crack of her ass. Two more minutes and the fucking really got started in the movie. I spread lube over Mom's buttocks and between her thighs, even brushing my oily hands over her pussy.

The scene ended and when the next one started, recognition memory washed through my mind. This video was the one that had fascinated Mom so much that we watched it several times. In the next two scenes, the young sons fucked their mothers in the ass. My cocked lurched in my pants, reminding me that I hadn't taken them off. Quickly, I pulled my t-shirt over my head and shucked my pants, including my shorts, and returned to kneel behind Mom with my hard cock waving over her butt.

Normally, I would wait until I had fingered Mom for quite a while before approaching her asshole but this time I squirted some lube along her crack and pushed my finger between her cheeks to let the slippery liquid ooze directly onto her little brownie. Quickly, I withdrew my finger, afraid of triggering a ruinous response. I squeezed more lube into my palm and lathered it around the inside of Mom's thighs and onto her pussy. Since there had been no objection, I couldn't help repeating my anal probe, dripping more lube on her crack and pushing it between her cheeks before rubbing it in near her dark hole.

I was surprised by how much time had passed when Mom moaned and I looked at the computer screen to see the son nudging his cockhead against his mother's ass, her cheeks spread wide by her own hands. I reached down and inserted my fingers into Mom's pussy. I needed to get her going or the movie would be over too soon.

At first, Mom fucked back on my fingers but then her hands suddenly appeared and pushed my hand out of her cunt. Grabbing my wrist with one hand, she dragged it up onto her ass, released me and pulled her cheeks apart, exposing her crinkly bud which opened into a small oval as her hands stretched her ass apart. Understanding about my special treat seared through my brain. She was going to let me finger her ass, directly, right from the beginning.

I grabbed the lube and squeezed some directly onto Mom's asshole, quickly putting my finger just underneath to block it from dripping away. My finger easily sipped inside to the first knuckle and Mom moaned in appreciation. My cock was rock hard. By the time the scene ended, I was easily sipping my whole finger in and out of her ass and in the first few minutes of the next one, I pushed two inside her, my excitement boiling over at the resistance I encountered, loving the way Mom struggled with the new girth.

I was amazed by how quickly her ass accommodated to the thicker invasion and the way she switched from toiling to appease me to excitedly thrusting her ass up to meet the invader. My sense had been correct. Mom loved the feel of something in her ass. She had struggled to come to grips with the soily idea of it but she now seemed to have come to some kind of reconciliation. Her hands slipped away from holding her cheeks open for me and her elbows bent at her sides as she used her flat palms to push her hips up higher. She was really loving my two fingers in her ass.

The second scene ended with the son pulling his cock out of his mother's ass and spraying his spunk all over her backside and the back of her thighs. Mom was really moaning now and she groaned when the screen went blank as the movie ended. She was moaning steadily. Suddenly, she stopped with her ass up in the air, struggling to shove it higher as she moved her knees closer to herself until they were perpendicular to the bed, ass high and open.


"Do it," she cried.

I stared but she wasn't looking at me. Her eyes were closed tight but her voice was urgent.

"Do it," she repeated. "Put it in!"

I struggled to my feet and crouched over her, pointing my cock down at her ass, bending my knees to bring it close.

"Do it," Mom cried.

I pushed, surprised when my cock slipped right in, surprised again when it suddenly stopped feeling her ring tighten around me, hearing her moan, or rather groan, very loudly. I was thinking about pulling out when Mom, no doubt sensing my relaxing pressure, yelled.

"Don't stop! Push. Push."

I increased the pressure, struggling to push my cock further into her ass.

"Ohhhhhhahhhhhhh," she groaned. "Ohhhhhhaaaahhhhhh."

I didn't know what to do. Was I hurting her? I looked down and was surprised to see my cock almost all the way inside her.

"Ohhhhhhhaahhhhh... Unnnnghhhhhhh."

I was in, balls dangling against her pussy and hips pressed tight to her butt.

"Move, move," Mom cried.

I pulled out.

"Slow, go slow," she implored.

Mom groaned loudly as I pushed back in, the road easier now. Slowly, I increased my pace and it kept getting easier and easier but Mom's moans and groans grew louder. Soon, I was moving in and out of her as if it was a regular fuck, like the few I'd had with other girls, except I could tell by Mom's groans and grunts that this was on a totally different level.

At some point, I pushed her flat to the bed but she cocked her ass up to receive me better. Holding her narrow waist, I threw her a real mix of hard thrusting and slow grinding digs in her ass, all of which she seemed to loved. Man, the sounds she was making. It was a good thing she had drugged Dad. I was raising myself up and dropping onto her fleshy cheeks, really rooting into her butt. Fuck this was awesome. This was the best fuck ever. This was even better than coming on Mom's face. The way she was trying to fuck me back with her ass. She was beyond excitement. She was wildly abandoned, humping desperately back at me, almost as desperately as I was fucking her.

Suddenly I was spurting hot semen into her ass and she moaned like she was experiencing the Second Coming. My thrusts grew even wilder, but eventually they slowed and finally stopped. I lay on her, my cock still in her ass, recovering. My cock slipped out after a while and though I was still lying heavily on her, she didn't complain.

"Wow," she said, finally.

"Wow," I answered.

"That was awesome," Mom said, using my lingo.

"Too right," I replied. "I can't believe you made me wait so long to do that."

"Neither can I," Mom replied.

"You mean, you liked it?" I asked.

"What do you think?" Mom shot back.

"Well, I loved it. Can we do it again after Lynn's gone?"

"Yes," Mom agreed. "But you have to be nice to her while she's home.

Elated, I nevertheless became practical. "I will, but we can't do this when Dad's home. I thought you were going to wake the neighbors."

"You too," Mom laughed, her body shaking underneath me. "Didn't you hear yourself?"

I laughed back. "No." Then I sobered up. "Dad doesn't go away much anymore, Mom."

Mom became serious for a moment then started to laugh, her body shaking. I laughed along but as it went on without explanation, I became a bit annoyed. What was so funny about having to go without my new joy until Dad went away? Mom finally stopped laughing.

"I guess Dad will be drinking a lot of Ovaltine, then."

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

My sister arrived home and immediately took over the household. She and Mom had a lot to catch up on but had to find time when Dad wasn't around because he monopolized her time for the first few days. Of course, I was relegated to my old room and had to put up with my sister's harping about how I'd ruined 'her' room and that she was going to fix it when she came home for the summer. Now, this was patently unfair, to expect me to give the big room up whenever she came home, but I didn't make a single sound of protest, not a peep. I wasn't going to jeopardize my new activity with Mom no matter what and thankfully, my compliance didn't go unnoticed by Mom. Or my sister.

My response, or lack of one, clearly perplexed Lynn and I knew she suspected a trap, but there was none. I just wanted to her to visit and get lost. I just needed to masturbate for two weeks and not get drawn into anything with my sister that would ruin things with Mom. But Lynn didn't make it easy. She kept prodding me to see if she could bring me out but I kept my cool and stayed nice. Not too sweet, that wouldn't go over, but just pleasant no matter what she threw at me, and that really confused her. This was probably the first time in her life that she couldn't easily figure me out.

So one night about a week into Lynn's visit I was on my way to the kitchen to get some snacks. Dad was alone in the living room and, in response to my question about where everyone was, answered that Mom and Lynn were downstairs having another girl's night.

"Three nights in a row," I asked.

"Yep," he said. "You know how women like to talk."

When I started into the kitchen, Dad added, "Better not disturb them," thinking, perhaps that I was going to continue on down to my sister's room.

I assured him I had no intention of doing that, that I was just getting something to eat and heading back upstairs to study for the night. While I was making myself a sandwich, Lynn appeared.

Like me, she was dressed for bed but not in a housecoat like me. She was simply wearing a plain, white cotton nightdress that fell to mid-thigh level. It wasn't a sexy affair but it left no illusions about the fertile young body subtly moving underneath its contours. I had never before thought about or looked at my sister in a sexual way and it came as a bit of a shock. But then, Mom had once occupied that same platonic zone and Lynn, it now came as almost a revelation, was very much a younger version of her mother. Maybe her being gone for a few months made it easier to see her as someone else other than my dreaded sister, or maybe the lack of poison in the air between us allowed a different a perception to filter through to my mind.

Whatever, this young woman flitting around the kitchen making tea and assembling snacks on a tray was definitely a powerful source of erotic stimuli, especially, for some reason, the tensed muscles in the backs of her thighs and calf muscles when she was bending over to fetch stuff out of the vegetable crisper in the fridge. Not that I didn't pay attention to her chest when it wasn't turned away, especially since it was obvious there couldn't be anything encumbering its contents.

I was startled out of my reverie by the entrance of our father, who announced that he was off to bed. After a hug from his daughter, he nodded at the response to his question about whether or not Mom would be talking for much longer.

"Alright," he sighed, "tell her I said good night."

Lynn and I were alone. I felt awkward in her presence, a first for me. Usually I was simply disinterested or ticked off, but attracted? Aroused? Why? Because she looks so much like Mom, you idiot, I thought to myself, and everything is tighter and firmer. Just wait until she opens her mouth, I thought, and that tingling in your balls will disappear. Shit! I couldn't help looking down at myself. I had half a boner going. I grabbed my sandwiches and jug of root beer and headed for my room.

"William?"

I stopped by the doorway, glancing back but keeping myself facing mostly forward to hide whatever might show even with my housecoat on.

"Don't tell Mom or Dad, but I'm getting engaged."

Now why did she drop that on me? I didn't care and I didn't want to be holding the secret. But then, it amazed me that she had confided in me. Before I could say anything, she spoke again.

"By the way, Mom wanted me to ask you to come downstairs."

"Uh. I can't. I've got to study." I started for my room again.

"Wait." The patter bare feet running up behind me, a hand on my shoulder.

"Come on, William. Mom wants us to spend some time together. Just don't spill the beans."

Lynn's voice was different, definitely more feminine than I'd ever heard before. And she was calling me William, which made me realize that she hadn't once called me 'Billy', a typically annoying habit of hers, since she'd been home.

Please come down," Lynn pleaded, lightly shaking my shoulder which now seemed almost sexual in nature. "For her. She wants to watch a movie, so bring your laptop."

"I'll see," I said.

I pulled away, letting her hand drag off my shoulder.

"She said for you to come down after Dad went to bed," Lynn called out, whispering so only I could hear.

I was torn. I really wanted to be downstairs in my old bed with Mom but not with anyone else around. I didn't know if I could take that. A movie? She'd said they wanted to watch a movie. It had to be one of the new chick flicks I had downloaded for her. They probably just wanted me to leave my computer down there so they could watch it together, but I couldn't leave it down there in case Lynn found the other movies. My sister was computer savvy.

Ok. I'd take the laptop down and stay to watch it to be safe, to make sure it came back upstairs with me. If I didn't, Mom might think that I wasn't being nice to Lynn and cut me off. I gulped my sandwich down and drained my root beer, burping as I gathered up my laptop and power supply. Mom looked surprised when I walked into 'my' room but Lynn looked pleased with herself.

"William said he downloaded a chick flick for you to watch and I asked if I could watch it too. Do you mind, Mom?"

Sisters! Manipulated again. What was she up to? No matter, I was pretty much stuck now.

"Oh, that's nice sweetie. You're so nice to your sister. See Lynn? Here, move that stuff off the table."

Mom indicated the little table we had used to watch movies on the laptop which was still set up beside the bed. Lynn was lying closest to that edge of the bed and after she cleared the table, I set the laptop down and opened it. While it was recovering from standby mode, an apprehensive expression appeared on Mom's face. She must have thought that the list of movies we'd been watching would appear on the screen. I tried to calm her with a reassuring expression but her eyes were focused on the laptop. Mom's face relaxed when the computer displayed the directory with normal movies in it.

"Which one do you want to watch?" I asked.

"Come up behind me," Mom's voice sounded relieved as she patted the bed behind her. "Let Lynn choose."

The sheet covering Lynn and Mom had slid from Mom's shoulders when she had first sat up to nervously watch the computer fire up. She was wearing a satin nightie that dipped deep between her breasts, conjuring up memories about how nice they were to touch. It also made me think of how much I wished Lynn's simple cotton nightie was styled the same way so I could see hers too. I walked around the bed and crawled up behind Mom, partly because she asked but also to hide the rising bump in my crotch. Another whole week. I wasn't sure I could stand it.

Lynn had highlighted a movie and was conferring with Mom when I lay on my side behind Mom, gathering some pillows together so I could watch the movie over their heads. Lynn started the movie.

I was good for probably almost half an hour but then the proximity of Mom's backside to my front began to chip away at my resolve. First it was just the heat emanating from her body, and it didn't help that the sheet had been pushed down to rest over her waist before the rising swell of her hip, offering tantalizing glimpses of her loosely covered cleavage. But the worst was the tickling feel of something akin to static electricity impinging on my crotch, almost like an invisible presence was making itself known. My cock and balls tingled and warmth spread through my pelvis, pouring down my thighs and rising past my stomach to my chest.

My hand was on her waist, dangling down onto her tummy before I even realized it had moved, and the only reason I was aware of it was Mom's head momentarily lifting from the pillow and partially turning to look back. Her head settled back into the pillow before her eyes could make contact and her hand moved down toward mine, surprising me when it passed over to grab the sheet and pull it up to cover mine. I guess Mom recognized my need to touch her or, maybe, could it be that she yearned for it as much as I?

I didn't do more than stroke Mom's tummy within the range my fingers could reach but eventually I did allow my hand to move too. Soon after that, I was traversing a small circle from her breasts to her lower pelvis but that was soon curtailed. I guess Mom wasn't comfortable with my hand brushing and rubbing over her breasts since that was outside the sheet's coverage. My hand was soon blocked, restricting its path to her tummy under the protection of the sheet. That was fine by me. I simply extended my lower range to retain the original radius of my exploration.

Mom seemed happy as long as my forays were hidden. For the first time in more than a week, I enjoyed the scrape of my hand over Mom's tummy and upper thighs, even though they were covered with the shiny satin material of her nightie. Inevitably, my fingers craved the touch of her soft skin and began tugging the slippery nightie higher with each upward pass. I cuddled closer until my front was pressing against Mom's still covered bottom.

All the while, there was no sound or movement from Lynn. She seemed truly captivated by the movie and, uncharacteristically, didn't even sustain a continual dialogue with Mom about what she was watching. I don't believe it was long after the nightie was dragged above Mom's panties that my hand simply slipped between her legs and cupped her pussy. I moved my crotch forward to block the anticipated retreat but she fooled me by pressing her warm muff into my palm. I nibbled the inside of her neck in appreciation and to block the loving expletive that otherwise would have burst forth. Mom turned her face into the pillow just as I felt the dampness through her panties.

I was really aroused by Mom's obvious arousal. I remembered how excited she became when I touched her when Dad was nearby. Clearly, letting me put my hand on her pussy while she was lying behind her daughter was something she couldn't resist. I wished I could have been inside her mind to witness the struggle between the good and the bad mother. My boner extended and I pushed my shorts down with my free hand, freeing it to spring out, nudging between her legs just below her bum, until last week, it's favorite spot.

I froze when Mom let out a moan when she felt me poke between her legs, barely audible but still a moan. I don't think Mom realized, or if she did she may have thought the sound was muffled by the pillow. Fearfully, I stared at the back of Lynn's head, my eyes frantically searching for any sign that she had registered Mom's joy. Encouraged by her inert body, I rubbed Mom's pussy and thrust my cock between her legs until I was pushing into her behind. Unable to resist, I pressed my mouth against her head and threaded my tongue through her hair into her ear, wiggling it to signal my gratitude in case she didn't already know. Mom's legs clamped harder on my dick and I wondered if it was possible for us to get each other off without my sister knowing.

I froze as Lynn shifted to get into a more comfortable position and Mom's legs tensed so tightly I though her powerful thighs would snap my boner in half. Lynn's bottom briefly brushed against the back of my wrist before she settled in again to watch the movie. Both Mom and I lie inert but our muscles relaxed as minutes passed and it appeared we hadn't been caught. My cock, shriveled as if doused in water, resurrected itself between Mom's thighs and in celebration I bulged my scrotum into her soft ass, once more pressing her pussy into my welcoming palm.

Excited anew, I squeezed Mom's pussy and sucked her earlobe into my mouth. How much longer would this movie go? Could I get Mom out of the room, or Lynn, so we could have a go? Fuck I was hard. Get hold of yourself, my head screamed. You're going to shake the bed. If we get caught, it will all be over because Lynn will freak out. Even through her panties, Mom was soaking my hand and my cock. If the movie didn't end soon, I'd either come or try to fuck her.

Fuck her? Would Mom try to stop me if I tried to get my cock in her, or would she allow it rather than risk Lynn's attention? No. Lynn would know. What if she fell asleep or dozed off? Come on, this movie is so boring, how could anyone stay awake through it? In my mind, I begged Lynn to go to sleep so I could fuck Mom. Unable to help myself, I began rubbing Mom's pussy again, and got the shock of my life ... or at least of the evening.

The back of my hand brushed against my sister's ass, and it wasn't covered by a cotton nightie. No sir. This was prime female butt except for a narrow band of silky material that was definitely sexy panty, not cotton nightdress. Quickly, I pulled my hand back against Mom's pussy and braced myself for my sister's rage, eyes tuned for her head to whirl around in anger.

Nothing. Lynn lay there watching the movie like nothing had happened.

Like the prisoner who tries to escape days before parole, I lifted my hand away from Mom's pussy and brushed Lynn's ass again. No reaction. Not an eyelid flutter, or even a tensed muscle that I could see. Nothing.

I did it again, but this time I let my fingers linger with my knuckles resting in her crack where the panties began to widen. Nada. Daring more, I pulled my hand away but rubbed it against her lower buttock as I passed, dragging it down and parting her cheeks briefly. Still no reaction. Lynn was intent on the movie.

After a brief rub on Mom's pussy, my hand returned, but this time I let it turn around and cupped my sister's tight butt, stretching my fingers down along her crack, reaching as far as the start of her pussy. Cautiously, I wiggled my fingertip the slightest little bit. No reaction again, except perhaps the faintest perception of Lynn's cheeks relaxing, widening the barest bit to accommodate my touch.

What an incredible thrill. My nerves were zinging with messages flying all over my body at lightning speed. Loathe to leave my new treasure, I struggled to push my other arm under Mom's waist to take possession of her pussy. Amazingly, she shifted her ass back and tilted her pelvis forward to make it easier for me to reach my target. Mom must have thought I needed to change hands for some reason and had pulled back so she didn't bump Lynn when she leaned forward. Man, sometimes things just never go wrong!

Here I was, one hand lying under my Mom's pussy and the other sliding under my sister's ass to poke at the bottom of her pussy. I hoped this movie would never end, but five minutes later, it did.

We lay there as the credits rolled, all seemingly fascinated, and then for several more minutes before something had to happen, someone had to say something, to make a move.

"Well, I guess I better go up to bed," Mom said.

"I should go to sleep too," Lynn kicked in.

Wow. Could I catch Mom before she went into her room and then come back for Lynn? Would Lynn let me, would she acknowledge what she'd let me do? Could anything beat touching up both of them at the same time without the other knowing?

"Let's watch another," I blurted, surprising myself.

"Another chick flick?" both women cried.

"Yeah," I stammered. "It was nice lying here with my sister and my Mom." Too right it was, I thought.

"Are you sure?" Lynn asked, turning to look back at me. I nodded and Lynn pushed herself up on her elbow so she could pick another movie. This time she didn't confer with Mom. She just made a selection and started it.


"You lie up front this time, Mom." Lynn startled me by throwing the sheet back and twisting herself up and over both Mom and I, landing behind me and slipping under the sheet. "Move ahead," she urged us both.

Unperturbed, Mom shuffled ahead but not as near the edge as Lynn had been and I followed with Lynn moving closer to me. As we settled in for the movie, my disappointment settled in too. How could I fondle Mom with Lynn right behind me, and how could I touch her? Is that why she moved, so I couldn't get at her? Had she tolerated me just to avoid a scene in front of Mom?

I thought and did nothing for the next fifteen minutes, much as I'd done for the first half hour of the last movie. I could just make an excuse and leave but I didn't want to leave the laptop with the folders open in case Lynn browsed for other movies after Mom had gone and found all the mom-son porn stuff. I was stuck.

I lay there for some time after that thought, my mind drifting. I was brought out of my fog by a hand pulling at the elbow of the arm I was lying on. Lynn was tugging my arm back. I lifted my weight to accommodate her and she pulled my arm out behind me, her fingers sliding down my forearm to my wrist, holding my hand just behind my ass. What was she up to?

Nothing happened for a couple of minutes and then, when an intense conversation began between two of the main characters in the movie, Lynn shifted closer to me and her hand pulled my wrist back toward her. It took a moment for it to penetrate my brain, but I realized with a shock that my hand was now pressed against Lynn's panties. Lynn's soft hand slid over my waist to press my tummy, pulling me closer to her. In a natural reaction, my fingers curled between her legs, cupping her pussy, my long middle digit finding and settling into the crevice lining the front of her puffy mound.

Lynn hugged me and ground her pelvis onto my hand. Her mouth found my shoulder and slipped down to my biceps, biting my muscle. The pain seared through me to my cock, stiffening it into the rod it had been twenty minutes earlier. Again, she ground herself against me, pushing herself hard enough to bury my finger between her lips, even covered by her panties. Her mouth slid over my shoulder and she bit me on the tendon stretching to my neck.

Lynn's hand slid down along my tummy. She's looking for my cock! She's going to touch it. It lurched in anticipation. But at the last second, her hand slipped sideways, pulling back, onto my other hand lying along my upper side, to grasp it by wrist. Another grind but no bite this time. My arm was pulled, forward from my hip, toward Mom, above her waist, and dropped. Lynn's hand slid back to my elbow and pushed my arm, directing my hand over to caress Mom's tummy, then down, toward her panties.

I resisted, pulling back but Lynn's hand was surprisingly strong, and she bit me again.

"Touch her," she whispered. "You know she wants you to. I know you were doing it."

Her hand urged mine downward until my fingers slid over Mom's panties. Mom made a low sound and moved her hips back toward me as if she'd been waiting for my touch.

"See," Lynn whispered in my ear.

As I tried to accommodate this new understanding of what had been happening during the first movie, Lynn's tongue swirled around my own ear and her hand moved mine, showing me how she wanted me, wanted us, to touch our mother's pussy. Slowly up and down, then a firm press directly on her mound, then the slow stroking again. Over and over.

This went on for a while, and the whole time Lynn worked her pussy on my hand stretched behind me. Then she pulled my hand up, completely away, above Mom's panties but still on her tummy. Before she pushed my hand back down, she whispered, "Dig in under her panties."

My fingers sought out the waistband of Mom's silky, panties and pushed underneath over her sparse pubic hair until I slid through a damp furrow to cup her very moist treasure. Mom's hip's jerked back and she turned her face into the pillow. Although I couldn't see, I sensed Lynn smiling. As my finger slipped between Mom's wet lips I felt Lynn working behind me and my other finger was suddenly slipping between another pair of lips.

"Work our slits," she husked in my ear. "We'll love it."

Following orders, I moved my fingers, wiggling, rolling, moving up and down. Mom's head was still turned into the pillow, making no pretense of watching the movie, and Lynn was tracing her tongue around the edge of my ear, suddenly slipping across with a brief, teasing dip inside.

"Inside," she whispered excitedly. "Put your fingers inside."

Who? Was she directing the hand on Mom or asking for herself?

With timing calibrated to within a heartbeat, I slipped two fingers into two pussies, finding the wet pink hole inside each and plunging home, past the first and second knuckles, as far as I could go. There was a muffled sound from the pillow in front of me and a moan behind me followed by a wet mouth and tongue swallowing my ear. I wiggled my disparate fingers in concert but soon lost my timing and simply concentrated on maintaining their motion.

Surely Mom must now realize that her daughter was aware of what was happening but she made no effort to quiet her trembling hips and was instead pushing herself back onto my invigorating hand. Lynn's hand had pulled away and she was now pushing me forward and pulling my hand away from her pussy. I didn't want to lose that touch but she was pulling hard. She was whispering again, in my ear.

"Pull her panties down," she panted. She was pushing my elbow forward, back underneath my chest, urging it toward Mom.

Again, I obliged my sister, finding the waistband of Mom's panties and tugging them down, working them over her hip and buttocks.

"Push them right off," Lynn's whisper was intense and broken, over-excited.

I switched hands, pushing my bottom hand underneath Mom and reaching up to find and insert that finger into her pussy as soon as I pulled the other away to drag her panties over her upper hip and down to her thighs.

"Right off," Lynn's whisper was frantic as she rubbed her pussy against my ass, pushing my shorts down.

With my finger still inside Mom, I slipped my other hand under her bum and grabbed her soaked panties, yanking on them until they grudgingly slipped down her thighs. I dragged the panties under Mom's knees and pulled upward, forcing her feet off the bed until the panties slipped up her calves and over her feet. By this time, Mom had twisted until she was lying flat on her stomach. When the panties snapped over Mom's toes, her legs fell back to the bed. My eyes ran up her lovely legs to her bum, her cheeks tightening and releasing as she pushed herself onto my finger, still embedded inside her.

Lynn's voice was feverish, "Spread her legs... get on her."

I pulled one leg toward me and pushed the other away, surprised that Mom offered no resistance. Dutifully, I climbed between Mom's legs, finding it difficult because Lynn hung onto me and I had to pull her up with me, clinging to my back, her pussy still scrunching into my ass.

"Get on her," Lynn rasped into my ear again.

"She won't," I cried, speaking for the first time.

"She will," Lynn insisted, her pelvis forcing me down toward Mom, her hand slipping around my waist to take hold of my cock, directing it to Mom's precious 'Y'.

I was down, flat on Mom's ass, my cock between her legs, nudging at her entrance, this time blocked by my own hand. I struggled to keep my weight off Mom.

"Mom's a one man guy," Lynn's voice was finally calm, no longer whispering. "But Dad hasn't done anything with her for almost two years."

That explained a lot, I thought. Lynn went on but I got the feeling she was speaking to Mom more than me.

"She's been faithful all her life, but she deserves to have joy too."

Lynn paused, as if for effect.

"There's only one man in this house now, and that's where her loyalty lies."

Her breath was quickening again.

"He deserves it, and he owes it to her too."

The raspy voice returned.

"Give it to her."

Lynn's pussy suddenly shoved down hard on my ass, nudging me into Mom's slit and against the two fingers I had in her cunt. Thinking Mom was resisting, the raspy voice urged her to comply.

"Let him Mom. He wants you so bad. He needs you."

Her hips were thrusting against my ass, making it very hard for me to keep my weight off of Mom.

And then, Mom's hips lifted, pulling off my fingers, her ass twisting up toward me and pushing onto my cock. Sensing it, Lynn cried out.

"Yessss."

Mom moaned.

"Ohhhhhhhhhh."

And my cock slid home, not stopping until my pubic hair was pressed tightly against Mom's ass. Pausing only briefly, my ass quickly rose and slammed down again, then again and again, and then I was steadily humping Mom, at a loss at how this had happened but not caring. I was fucking her, really fucking her.

I lost control, and it didn't help that my sister was hanging on to my wildly pounding ass whispering hoarsely in my ear.

"Fuck her, fuck her."

I finished with a raging blast of seed that soon lapsed into a trickle, and I fell away to Mom's side, dumping my sister off to mine. Panting, I wondered what would come next.

With surprising normality, Mom's face turned up from the pillow, facing away from her children. "I really must be getting to bed."

I was shocked by her lack of acknowledgement of what had just transpired but Lynn took it in stride, calmly answering Mom's statement with an equally calm one of her own.

"But you have to come back down tomorrow morning, Mom. You remember what it's like in the beginning. He's going to need you in the morning, first thing."

Amazingly, Mom nodded, still looking away.

"I'll keep Dad busy while you slip down to take care of your new man."

Mom nodded again and slipped out of the bed, slowly walking away, a little shocked I suppose, like me.

As soon as she was gone, Lynn twisted up to straddle me. Her hand immediately grabbed my cock and started massaging it, then stroking as it began to stiffen. When I was fully hard, she let go and used both hands to pull her nightie over her head, tossing it aside and laughing when she saw my eyes on her wonderfully pert tits.

"Do you like these young ones?" she laughed.

I nodded as she grabbed my cock again, lifted one knee to spread herself and inserted me into her slit, slamming me home with a quick thrust of her hips. My sister leaned forward, taking my hands and holding them above my head as her mouth closed on my ear.

"I'm not a one man woman," she breathed. "You owe me big time, and its going to take you years to pay it off."

Her hips were already slamming down on me, her knees gripping my sides like she was riding a bronco. She fucked me like she didn't want to leave anything for Mom in the morning.

I woke the next morning to see Lynn disappear through the doorway. Moments later, Mom appeared wearing a full length kimono, smiling and undoing it as she walked toward me. She didn't open it until she stood at the bottom of the bed. She was stark naked underneath. Laughing at my surprised face, she yanked the covers off and climbed onto the bed, taking my stiffening cock into her mouth. She didn't stay there long, soon straddling me and sinking her own pussy over my raging cock. She wormed her self down until she couldn't get any more of me inside, then leaned down and pushed her mature, slightly sagging tit to my mouth, threading her long nipple between my lips.

"Suck my tits," she whispered.

Mom humped my cock but she was much gentler than my sister and treated my body like it had to last. From that day forward, where sex was concerned, I was the man of the house. Both of us refrained from any activity that would make Dad suspicious let alone chance getting caught.

I fucked my sister when she came home and continued fucking her even after she got married and had kids, through her divorce and courtship with her second husband and I'm still fucking her now. But my sister never was as good a fuck as Mom, or as satisfying a woman to be around. She never let me have her ass but that's ok because she obviously didn't like it or even want to try it. And she never let me come in her mouth let alone spew on her face, not realizing the joy and power of giving such a gift to that one special man, but then, maybe it was because I wasn't her special man.

No, it wasn't anything physically obvious. There was just something lacking that was always there whenever I was with Mom. Despite her older body, she was always the sexier woman. Oh, and by the way, we're still making love. We just finished our fifteenth anniversary fuck with the longest anal session ever. We had to do it with Dad at home. We just couldn't get him out of the house, but he can hardly hear now anyway.

Mom's lips just closed over my cock and her tongue is sliding back and forth underneath it. I'm so glad I called my wife and told her I was staying overnight to visit with Mom and Dad, again.

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