Waking Up to Ellen

Son discovers there is more to his mother than he imagined.

Author's Notes

This is a long story about discovery, desire, seduction and love between two consenting adults who happen to be related to one another. If that does not suit your tastes, or if you prefer a quick story where everyone is out of their clothes by the second paragraph, you likely won't appreciate this one. I'd love for you to read it just the same.

I am considering writing additional chapters to this story so constructive criticism is most welcome, but please don't waste my time or yours with unhelpful comments.

***

"Hey dad." Michael jogged down the last few steps and into the rec room and dropped his backpack to the floor.

"Hey Mike, you're just in time! The Packers are in Minnesota tonight. Grab a seat!" his father said, hopping into his recliner and nearly losing the handful of remotes he carried.

"Where's mom?"

"She's got dance class tonight, so it's just us."

"Dance class?"

"Yeah, she talked about it all last week, remember?" Michael's dad looked over his shoulder at him with a raised eyebrow and a smirk.

"Oh yeah, I thought it was on Tuesdays," Michael lied.

"Nope! Mondays and Wednesdays, so we've got at least one uninterrupted game a week for the next eight weeks." Michael wouldn't have been surprised if his dad had burst into song, he looked so gleeful.

"Nice," he replied half-heartedly. Sports had never been his thing, despite his dad's best efforts. "I'm going to grab some dinner, you want anything?"

"Don't bother, I've ordered pizza, it should be here in...," he studied his watch, "...twenty-two minutes!" He was practically bouncing with excitement. Michael just winced. Football and pizza were not his idea of a great evening, but it was nice to see his dad this animated. A more typical evening would have had him falling asleep in his recliner while Law & Order played out in the background.

Michael walked past his dad to the couch, kicked off his shoes and stretched out. His dad was scrolling through channels. "Isn't Monday Night Football on ESPN?" Michael suggested.

"Is it? I thought it was ABC."

"Not since like Favre was QB," Michael laughed. Sports weren't his thing, but some details had stuck with him.

"Wow, it has been a while," his dad said quietly, then, loudly, "Here it is!" With a flourish he clicked the remote and, on cue, the opening theme started. "Perfect!" Michael's dad flipped the leg rest up on his chair, leaned back, and sank deeper into his seat, ready for his perfect night in.

***

By the start of the third quarter, Michael was done with football. Looking around the room he noted the leftover pizza sitting neglected on the coffee table. It wasn't often he could get out of something he didn't want to do and score points at the same time. "I'm going to take the pizza up to the fridge in case mom wants some when she gets home. You want any more before I go?"

Eyes fixed to the game, his dad waved one arm in a general way. "I'm good, thanks Mike."

Michael grabbed the pizza boxes, and his shoes and backpack for good measure, and made his way upstairs to the kitchen. With the pizza safely stowed away, he hefted his backpack onto his shoulder and considered his options: Another hour and a half of football would melt his brain but classes didn't start until 10:30 tomorrow, so he could stay up late. A couple papers were due Friday, but Friday was still four days away, so, yeah, that wasn't happening tonight. His friends would probably be online...

Michael had tentatively decided on video gaming when he heard the rumble of the garage door opening. His mom was home. She would want to talk about her class with someone, and his dad wouldn't listen if there was a game to watch, so she would seek out Michael. It was no use getting into a game with his friends now. He pulled a book at random from his backpack and sat at the kitchen table.

The jingle of keys and a stilted tapping of high heels on the mudroom floor announced his mom's arrival. She must have shut the door to the garage softly, Michael noted; given the freedom to do so, it normally slammed with a vengeance and caused the whole house to shudder. A moment later, she had crossed to the kitchen counter and began pulling items from her purse when he greeted her.

"Hey mom."

"Oh, god!" Ellen grabbed at the counter with one hand to keep herself from falling, while her other hand clutched at her chest. Keys and lipstick skittered off the counter and across the floor in opposite directions. "Michael! Give me some warning!"

Laughing, Michael jumped up from his chair and put his arms out to steady his mom. Ellen swatted him away. "Don't laugh at your poor old mother!"

"I didn't do it on purpose!" he pleaded, still laughing as he dodged her perfunctory blows.

"Humph!" she grumped, biting her lower lip and giving one last swing which landed with a satisfactory 'smack' on his forearm, causing her to grin.

"Ow, that one hurt!" Michael said, dancing back and shaking his arm.

"Serves you right!" Ellen tried to hold him in what she thought was her most stern gaze, but she quickly softened. "Oh, bring it here," she said smiling and shaking her head. Michael approached cautiously with his arm held out before him. Ellen gently took it in her hands and studied the reddening, palm-sized spot before bringing it to her lips and briefly kissing it. "Better?" she asked.

"Always," Michael replied happily.

Ellen beamed.

"So, how were your classes today?" she asked as he stooped to retrieve her keys. "Let's see, you had Written Communication, Introduction to American Politics..."

"Mom, you don't need to recite my schedule." Michael lay on the floor to find her lipstick under the plant stand.

"Come on, Michael, details."

"Classes were fine, and, no, you aren't going to get anything more from me until you tell me about your class!"

"My class? You really want to hear about that?"

'More than I want to talk about PoliSci,' thought Michael. "Sure!" he said aloud.

"Really?" she asked brightening, "Oh, it was wonderful! The music just makes you want to move, and being out with everyone, and just having a good time on a work night; I loved it!"

"C'mon mom, details."

Ellen smiled. "Well, let me get something to eat first, I'm starving."

"Dad ordered pizza, I put the leftovers in the fridge if you want."

"Pizza?" Ellen wrinkled her nose, then sighed. "I guess it's better than nothing." Keeping one hand on the counter to steady herself, she delicately walked towards the refrigerator, wincing with every step.

"What'd you do to your foot?"

"I'm fine, it's just been a while since I've danced so my feet are a little tender."

Michael looked at his mom's feet. They were clad in bright red pumps with high heels and dramatically pointed toes. "Those look painful to wear just sitting around the house, how could you possibly dance in them?"

"It's Salsa dance, Michael, this is what women wear," she replied emphatically.

"Well, you're not dancing now, why are you still wearing them?" he asked, still staring at her feet.

Michael was shocked to hear his mom choke back a sob. Her head and shoulders drooped, and she lifted her free hand to cover her eyes.

"Mom?"

He stepped closer, reaching out to her. Her arms went around his neck, her face against his shoulder, while he held her steady. After a few ragged breaths, he heard her quietly say, "Don't tell your father."

***

"He'll just say, 'I told you so!'"

It had taken some time and patience on Michael's part to get her to the kitchen table and off her feet. The tears had stopped for now but were clearly on the verge of resuming.

"Cold, nuked, or oven baked?" Michael asked, pulling the leftovers out. "And why would he say that?"

"Because he did tell me. He told me I was too old and out of shape to start dancing again." She paused. "Cold, please, I can't wait for the oven and microwaved pizza is awful."

"Dad can be oblivious sometimes, but he wouldn't say that!" He grabbed a plate from the cupboard and a couple paper towels for napkins.

"Maybe not in those exact words, but it was strongly implied." Ellen's sadness was giving way to anger.

Michael set the plate and napkins down in front of her then held the pizza boxes open for her to choose from. She took a slice of supreme and dropped it offhandedly onto her plate. Setting the boxes aside he started to sit down across from her.

"Don't get too comfortable, I'm going to need something to drink."

"Right, sorry. What sounds good?"

"Wine sounds great but I'm going to be taking some major pain killers later so better make it water."

"Coming up."

Michael brought two tall glasses of ice water to the table and pulled out his phone as he sat down again.

"Important text?" his mom asked wryly.

"No, I'm Googling 'blistered feet', but I can multitask. So, you loved the music and the people and being out, what else?"

"My instructor is incredible! He actually had a part in a musical in New York. It was off Broadway but still, that takes some talent."

"Is he cute?"

To Michael's surprise, his mom started to blush. "No, he's gorgeous, but he's gay," she said smiling. "And I'm married!" she added belatedly. "Michael, I had more fun this evening than I've had in years. I can't quit, and not just because of what your dad would say. I need this."

Michael set down his phone and looked at his mom. Her eyes were red, and her mascara was smudged from crying, but beneath the pain and anxiety there was a lightness about her that was new and unfamiliar but welcome. She looked younger, more alive if such a change were possible in the fifteen hours it had been since he had last seen her. There was something more as well, he couldn't put his finger on it, but he liked it.

Ellen began to feel self-conscious under his gaze. "What?" she asked glancing to either side.

"Do you have any Epsom salts?" he asked, avoiding her question.

"Epsom salts?"

"Yeah, and tea tree oil, and a basin. And we'll probably need a sewing needle, antibiotic ointment, gauze bandages and moleskin, depending on how bad it is."

"The salts would be in the linen closet in my bathroom, the tea tree oil would be there too if we have any. The bandages and other stuff would be in the hall closet with the Band Aids. I've never even heard of moleskin. And you aren't coming anywhere near my feet with a needle, mister."

"Mom, it's better to drain the blisters than let them tear."

"Nope. Not going to happen. Besides, they feel like they're all shredded anyway."

***

"Ooh, Michael! Gentle!"

"Mom, we've gotta get your shoes off."

Michael had brought everything he could find from his list into the living room and set it up next to the couch where she would be more comfortable. He had even concealed a needle and matches on the side table just in case. The shoes were next. Unbuckling the straps had been the easy part. Sliding them off her swollen and torn feet was proving more difficult.

"Oh! OW! Ow, ow, ow, ow, ow, OW! Michael!" Her fingernails dug into his shoulder.

"That's one," he said grimly and started in on the other. Knowing what to expect somehow made the second shoe even more difficult for them both.

With her shoes off, Michael gingerly lifted her feet one at a time, touching well above where her shoes had been so as not to hurt her further, and inspected them. As she had suspected, none of the blisters appeared to be intact. Her feet were swollen and raw and streaked with blood.

"Do you think you can walk to the couch?" he asked, "You can lean on me."

"Yeah, it's actually much better now without the shoes. But put your arm around me just the same."

Together they hobbled into the next room. Ellen sat down and lifted her feet into the basin to soak in the warm water, salt and oil. "Ah, that feels soooo good. Thank you for helping me, sweetie."

Michael sat down by her feet and watched her wriggle her toes in the water. "You're welcome, mom. Payback for all the times you nursed me back to health."

Sighing contentedly, she leaned back for a moment, then sat upright. "One more favor, Michael, would you go check on your father?"

"Sure." Michael cut back through the kitchen to the stairs and down to the basement, not fully sure why he was being so quiet as he went. He was back at his mom's feet in short order. "He's asleep in his chair. The game's in the fourth quarter with twelve minutes to go. Even if he wakes up, he'll watch the analysis for another half hour or so after the game."

Ellen lay back again and closed her eyes. "So, what else did you read about sore feet?"

"Well, we let them soak for a few more minutes, dry them thoroughly and apply the ointment, then wrap 'em up so they don't get infected." Michael paused for a moment, thinking how best to broach the next subject. "Mom, you know you can't wear those shoes to dance class again, right? I mean, they're sexy and everything, but another class like this and you won't have any feet to soak."

She moaned and covered her face with one arm. "Oh, I know, it's vain but I just really liked how they looked with my dress." Then it registered with her what else her son had said. "Wait," she peeked at Michael from under her arm, "Did you say my shoes were sexy?"

Michael, who had not really paid any attention to his mom's dress until she mentioned it, had been regarding it with fresh eyes. Feeling caught out, he cleared his throat to buy a bit of time, and to clear her form-fitting dress from his mind. "Well, yeah, they're sexy. I mean, what guy doesn't like a pair of red high heels on an attractive woman." Michael began mentally kicking himself for digging the hole deeper.

His mom smiled behind her arm, feeling simultaneously flattered and flustered by the compliment. This was not the man she had hoped would notice her, but it was nice to be noticed just the same. "Well, thank you, sweetie, that's nice of you to say." Then, just as eager to change the subject as he was, she added, "Sooo, is it time to dry off?"

Michael glanced at the clock, glad to be let off the hook so easily. "Not yet, let's give them a couple more minutes."

Two minutes later, she lifted her right foot from the basin and let Michael gently wrap it in a towel and begin patting it dry. Her leg was also partly wet, and, since there were no blisters beyond her feet, he could be more vigorous in his drying efforts there. Without intention, the careful patting became a firm massage of her calf, drawing a low, contented moan from Ellen.

Looking up from his work, Michael noted that, with one of her feet still in the basin and the other resting on his knee, his mother's form-fitting, knee-length dress was riding up and parting in the middle to reveal a tantalizing bit of inner thigh. Suddenly he was very self-conscious.

Glancing up, he confirmed her arm was still draped across her eyes. Satisfied she couldn't see where he was looking, his gaze went back to her thighs, and higher. He would have needed a miner's lamp to have any hope of seeing through the darkness beyond the hem of her dress, but he couldn't keep from staring just the same. Michael knew what he was doing was wrong, and his heart raced from both the anxiety of getting caught, and the excitement of being so close to that which he had thus far only seen on salacious websites. His desire to see more overwhelmed his sensibility and the little shred of morality that plaintively whispered, 'This is your mom!'

Michael slid the towel up his mom's leg, closer to her knee, being careful not to drag the fabric across her blisters, then resumed his massage, now on her upper calf. This part of her leg hadn't been in the saltwater soak, so the towel wasn't necessary, but even in his current state he couldn't justify putting his hands directly on her bare skin. As he massaged, he noticed that when he pressed into her calf muscle with his right hand, her knee would reflexively move to the left, parting her legs a bit and ever so slightly pulling the hem of her dress higher. The hem would fall back again when he pressed with his left, but maybe, he thought, he could surreptitiously get her knees to part further by favoring his right hand as he massaged.

Michael began manipulating her calf in earnest, seeking out knots in the muscle and using the heel of his hand to work them out. His hands moved gently but firmly from just above her ankle to the back of her knee as he genuinely tried to give her a decent massage. And with each pass, her legs parted just a little further, letting his gaze delve deeper between her inviting thighs. He lost track of time as he stared, wondering what color her panties might be. Surely, they must be a dark color or he would have seen a hint of them by now. He leaned a little closer. Was that a bit of lace?

"Mmmm, I could let you do that all night," his mother cooed, causing Michael to jump, "but my other foot has become a prune."

"Crap, sorry mom!" Michael hastily released his mother's calf and moved to take her left foot from the basin. He couldn't help noting as he did so that her knees fell together, hiding her treasures from his prying eyes, much to his disappointment.

"Don't be! I loved it. I can't remember the last time someone gave my legs so much attention."

Her unwitting double entendre left Michael feeling twice as guilty about his leering. He resolved to give her left leg an even better massage without the lechery.

***

"I really don't think you needed to use the whole roll of gauze," Ellen said lifting her feet to look at them.

Michael had been proud of his handiwork, but now, sitting back on his heels, he could see her point. "Yeah, I might have overdone it. Want me to do it again?"

"No, the game has to be over by now, your father could come up any minute and I want to have my mummified feet under the covers before he can see them."

"You could tell him we're working on your Halloween costume," Michael offered.

Ellen rolled her eyes and smiled, then made to stand up.

"Wait!" said Michael, holding his hand up to stop her from rising.

"What now?" she asked, settling back into the couch.

Michael lifted both her feet from the floor and leaned in close as if to examine them one more time. Then, gently, he kissed each one just above the bandages. "Better?" he asked looking up at his mom with a smile.

"Always," she replied, beaming.

***

Tuesday evening found Michael sneaking through his parents' bedroom and into the master bath where his mom perched on the edge of the tub. He seldom came into their room, the prior night's excursion to access the linen closet being an odd exception, and he felt awkward being there with her, 'hiding' their activities from his dad.

She had changed from her work attire into a voluminous, white terrycloth robe that started at her chin and went to well below her knees, and oversized pink slippers shaped like kittens. Michael recognized this as her 'I'm-not-feeling-well' outfit. Under normal circumstances, he would give her plenty of space whenever he saw her dressed like this, as one would a lightly napping tiger. If there were an exact opposite to her cleavage-accentuating, hip-hugging, leg-exposing, come-hither dress from the night before, this was it. He hoped his guilty flush of disappointment didn't show.

"Where's your father?"

Michael's feeling of awkwardness deepened. "He's watching an old World War II movie on Netflix. Something about a bridge."

"Well, that should give us some time. Do you think I should soak my feet again?"

"I don't know, the website didn't say how often to do it, but I got the impression it was a one-time, immediately after, kind of thing. The salts are supposed to dry the blisters out, so I worry about them drying out your feet if we use them too much."
"Oh, okay, I guess that makes sense." There was a hint of disappointment in her voice.

"Why don't I look at your feet and we can go from there."

"That sounds good," she replied and lifted one kitten clad foot into the air.

Michael laughed and, kneeling on the bathmat, carefully pulled the slipper from her foot. "Well, that was a lot easier than last night," he said smiling. "And the wrapping is still mostly in place."

"I wore my most comfortable shoes to work and tried not to get up from my desk. Caroline asked if someone had put superglue on my chair."

Michael grinned and started unwrapping the gauze encasing his mother's foot. "Wow," he said after a minute of tender work, "Your foot looks so much better, mom! I mean, you aren't going to be modeling nail polish anytime soon, but compared to last night?" He gave a low whistle.

"Let me see," she said, grabbing her ankle and pulling her foot up. Michael's eyes went wide as her robe began to fall open, exposing nearly all her leg, and beyond. At the last moment, her free hand clasped the opening of the robe, preventing her from being fully on display. Michael quickly looked up to her face, worried he had been caught, but she seemed engrossed in examining her foot. He chalked her reaction up to reflexes and started breathing again before stealing more glances at her now mostly exposed leg. He instantly had a new appreciation for her robe.

"I didn't have the stomach to look too closely last night, but if this is 'much better', my feet must have looked like roadkill yesterday." She looked back at Michael. "So, no foot bath?" she said with a definite pout.

"I think we should just put on some of the ointment and re-wrap them." Noting her look, and selfishly eager to get another look at her thighs, Michael added, "But, if you're up for it, I could massage your calves a little."

His mother smiled and nodded, then held out her other foot to be unwrapped.

Ten minutes later, Michael appraised his work. "I'm getting better at this." He looked up at his mother. "Are you ready for your massage?" To his confusion, she looked conflicted and cautiously got to her feet.

"Ugh," she intoned, arching her back, "Doing this on the couch last night was sooo much better. I keep worrying I'm going to fall into the tub and crack my skull! And that hard edge isn't doing my backside any favors." Ellen took a few ginger steps and rubbed her butt, then settled into a slow, back-and-forth pace beside the tub. "I really want you to massage my legs again, it felt wonderful, but I can't do it sitting on the tub."

Michael could see the wheels grinding in her head as she looked at him. "So, what do you have in mind?"

She held his gaze for what felt like a long time, clearly trying to come to a decision. Then, "Would it be too weird for you if we did it on my bed?" she asked, looking determined.

The phrase, 'looking like a deer in headlights', was coined specifically for Michael's wide-eyed reaction.

"Or we could go to your room, if that would make you more comfortable," she said quickly.

"No!" he barked a bit too sharply. Considering what he had done in his bed the prior night after his mother had gone to her room, and who he had been thinking of as he did it, having his mother lying in his bed tonight was panic inducing. "I mean, I'm fine with massaging your calves in your bedroom, mom."

"Are you sure? I'll understand if you don't want to."

The problem, as Michael saw it, was that he wanted to too much. If his mom knew where his mind had jumped when she suggested they 'do it' in her bed, she would probably kick him out of the house. "I don't mind at all, mom. I mean, it makes sense and everything."

"Great!" she said, sounding relieved, and headed to the bedroom, walking a bit oddly as she tried to avoid putting pressure on any of her wounds. He watched her for a moment, worried she might break an ankle with that gait, then grabbed her slippers and stood up from the bathmat. As he passed the big mirror over the vanity, he paused and examined his face for any traces of guilt over the increasingly scandalous thoughts he had been having since he first noticed his mother's dress the night before. There were red blotches on his cheeks and neck. In a moment of fear, he glanced around looking for that stuff his mom put on her face to hide imperfections, but he quickly realized he had neither the time nor the expertise to apply it without her noticing. Having no better plan at the moment, he ran his fingers through his hair a couple times, took a deep breath and stepped into his mom's bedroom.

She was laying on her back, crossways, such that her legs were hanging off the side of the bed. Her robe was bunched up under her knees and tucked it tightly between her legs, giving Michael full access to her calves but no view of her thighs. He felt a mixture of relief and disappointment. As she had done the previous evening, one arm was thrown across her eyes, and, with the thick terrycloth sleeve draped over most her face, he wondered how she could breathe. She seemed to know he was standing there just the same.

"Would you mind using the lotion on my nightstand?" Her voice was muffled under the robe.

"Sure," he replied, looking where she had gestured. He quickly found the lotion and brought the bottle back to where she lay before kneeling and squirting a generous dollop onto his hand. A new panic rushed over him: He was going to put his hands on her bare legs! He took his time coating both hands thoroughly and staring nervously at her calves.

"Did you find it?"

"Yeah, I've got it. I'm just worried my hands might be a bit rough," he lied, "Are you sure you don't want me to get a towel like yesterday?"

Ellen sat up on her elbows and looked at her son between her knees. "Aw, aren't you sweet," she said, smiling, "I'm sure your hands will be just fine." She let herself fall back onto the bed with a little bounce and placed her arm back over her face.

Michael tried not to notice that her brief motions had allowed her robe to fall open at her neckline. It was clear, from the expanse of skin that was now exposed, that she was not wearing a bra. He was certain his ragged breathing was audible across the county as he took her right calf tentatively into his well-oiled hands.

He worked her muscles from her ankle to behind her knee as he had done the night before, softly at first, then more firmly as his confidence grew. He learned where the knots were hiding and reveled in the 'ohs' and 'ahs' he was eliciting from her as he massaged. He also learned, quite by accident, that she was a bit ticklish behind her knee, causing her leg to jump to avoid his touch. He apologized and concentrated on keeping his touches near her knee more deliberate. Guiltily, however, he noted the quick jump had untucked her robe from between her legs. Whereas the tight dress had revealed more of her thighs as he massaged last night, the floppy robe rode easily on each back-and-forth motion tonight, but at least now he had a full view of her knees and slightly above.

Ten minutes later he switched to her other leg, duplicating the motions he had used previously, hoping to elicit the same moans of pleasure from her, having found the sounds supremely gratifying. Then, emboldened by his success (and reckless in his desire to see more of her legs), he brushed his fingers lightly behind her left knee, causing her to jump again. Expecting it this time, however, Michael, while apologizing profusely, took a firm hold of her leg before it could come down and subtly guided it further to her left, spreading her legs wider than they had ever been during his massage the previous night.

Heart threatening to jump from his chest, Michael took stock of his efforts. The robe had parted in a narrow gap revealing her creamy thighs to just an inch or two below where her panties must be. Michael looked up fleetingly, relieved to see his mom's face was still buried under her arm, then renewed his massage with vigor, certain she would at any moment ask him why his hands were trembling. He lost track of time as he stared into the gap, willing, unsuccessfully, her robe to disappear. He even switched back to her right leg, briefly wondering if he could get away with his trick a second time, before he was saved from his folly by the sound of heavy feet in the kitchen below.

Michael softly patted his mother's leg and stood. "Mom?" he whispered.

No answer.

He looked at her sleeping form, appreciating her simple beauty. She wasn't a runway model, but, having taken the time to notice her, he realized she was prettier than any of his friends' mothers or his professors or any of the other women he knew who were about her age. And she was real, unlike most of the women he had seen on the internet. And that thick terrycloth robe that had been his nemesis at the start of the evening had turned out to be sexy in its own way. Parted down her front, from her neck to nearly her belly button and again from below her panties to her knees, it offered him glimpses of forbidden terrain that he committed to memory. He could barely contain the urge to kiss his way along the trail of bare skin that held him so entranced.

Hearing his father's footsteps in the living room as he went through his nightly ritual of checking all the doors broke Michael's reverie. "Mom?" he said a little louder.

"Hmmm?" was all she could muster.

"Mom, dad's on his way up, we need to get you under the covers so he doesn't see your feet." 'Or anything else I'm seeing,' he mentally added.

"Ugh, already?" She lifted her arms out towards him. "M'kay, help me up."

Michael pulled her upright and onto her feet, then, noting how unsteady she was, placed one hand on her back and held her close while flipping the covers back with his other. She leaned into him and rested her head on his chest. "Mmmm, when did my baby get so big?"

Michael did a quick mental check and decided she must be talking about his height. Despite the eyeful he had received earlier, the prospect of getting caught by his dad had deflated his prior excitement. "When I was twelve, mom. Remember how excited I'd been when I could see eye-to-eye with you?"

"Ugh, worst day of my life. I knew I'd never be able to hold my little boy in my lap again."

"Mom, I'll sit in your lap any time you want except right now. Right now, I need to get you into bed." Michael felt the heat emanating from his face as it turned crimson. His mother, however, didn't seem to notice anything in what he had said.

"Oh, okay," she said huffily. She reluctantly let go of Michael, dropped back to the bed, rolled onto her side and scooched towards the middle of the mattress, pulling a pillow under her head as she went. Simultaneously, Michael reached over her to grab the blankets and cover her but, as he straightened, he stopped dead. As she had scooched, her robe chose to stay behind and display to him the most perfect ass he had ever seen. Round and firm it flared out from her narrow waist just enough to be supremely feminine, but not so much as to be obscene. Michael didn't know much about art, but this ass, elegantly clad in satiny white panties with lace trim, was truly a work of art.

The creak of the stairs down the hall brought Michael back to earth with a stomach-churning thud. What possible explanation could he have for standing over his sleeping mother, holding up the covers and staring at her exquisite, delectable and utterly worship-able ass? He dropped the covers and turned towards the master bath, then thought better of it and dashed over to his mother's clothes closet, slipped inside and pulled the door nearly all the way closed. Peering out through the narrow gap, he saw the door open, and his dad enter the bedroom. As the lights were still on, Michael could clearly see his dad's face as he looked at Ellen lying in their bed. He wasn't sure what to think of the look his dad was giving her, but it seemed clear enough that it wasn't love or affection.

His dad reached over and snapped off the lights and closed the bedroom door, then shuffled through the dark out of Michael's view. Michael felt like an idiot standing in the closet, but that feeling soon gave way to panic when he heard his dad unbuckling his belt and dropping his pants, and the creak of the mattress. 'Is he not going to use the bathroom before he gets into bed? Doesn't he brush his teeth? Am I going to be standing here until he goes to sleep? How will I know he's asleep? Shit. Shit. Shit. Shit. SHIT!'

Michael was wondering how much a one-way ticket to Mexico cost when he heard the bed creak again and, shortly thereafter, the bathroom door close. Not wanting to miss his opportunity, he bolted from the closet, pulled open the bedroom door and dashed into the hallway. It had taken all of two seconds, but his heart was racing as if he had run a marathon. Feeling relatively safe in the hall, he took his time closing the door behind him, not wanting to alert his dad with an overly loud squeak of a hinge or click of the latch. The door was nearly there when he heard his mom's muffled whisper: "Goodnight, sweetie."

***

Wednesday's tortuous schedule of classes meant Michael wouldn't see his mom until she was home from her dance lesson. He briefly considered skipping a class or two to see her off, and to make sure she wasn't wearing those ridiculous-but-sexy red shoes again but thought better of it. She would be angry with him not only for skipping school but also for telling her how to dress. So, he found himself dutifully sitting through multiple lectures, all the while his mind drifting to his mom and her tempting thighs, shapely ass and silky white panties. He wondered what she was wearing, and what he might glimpse as he massaged her legs.

He also thought about the implications of the 'goodnight, sweetie' he'd heard as he shut her door the prior night. Clearly, she hadn't been asleep as he had assumed, or she wouldn't have known he was hiding in her closet or sprinting to make his getaway five minutes later. What did she think he had been doing when he had held the covers above her body for what now seemed interminably long? Did she know her tantalizing ass had been on display? Was she okay with him looking? Or was she unaware until she woke this morning to find her robe in disarray and put two and two together to discover her son was a pervert?

Needless to say, the lectures were pretty much white noise in the background while all these questions rattled around in his head.

When he got home that evening, the house was dark, and his dad's truck was not in the driveway. Checking his texts, he found one telling him he was on his own for dinner because his dad was going out after work. The text struck Michael as a bit odd, but he was relieved he wouldn't have to make an excuse to not watch sports or a cop show with his dad. He went inside, flipped on a few lights and made his way to the kitchen.

He found he was too worked up to have an appetite. Every time he thought of his mom, his heart did a backflip, but whether it was from excitement or dread he had no idea. He paced around the kitchen, keeping one eye on the clock while trying to remember exactly what time she had gotten home on Monday, and stopping every third lap or so to open the refrigerator, look inside, and walk away empty handed.

At 9:05 the garage door rumbled to life and Michael stopped pacing. He felt panicky, his palms were sweaty, and his legs were shaking. For the first time in his life, he didn't know how to say hello to his own mother. Unable to come up with anything better, he decided to do exactly what he had done on Monday. He ran to the living room to grab a book from his backpack and dashed back to the kitchen table. Flipping the book open at random, he found himself staring at a chapter on Freudian Analysis when his mother walked in.

"Hey mom." He tried his best to sound casual, but his voice cracked like he was thirteen.

"Hey Michael," she answered, dropping her purse onto the counter. "You okay?"

"Yeah, just thirsty," he responded half truthfully. "How about you, how are your feet?"

"Better than last time, but even with these," she lifted a tennis shoe clad foot, "I still think I've got a couple blisters."

"Well, we know what to do about that. Did you want to eat first?"

"I'll warm something up while you get everything together. I can eat while my feet soak."

It took half the time for Michael to set up in the living room, now that he knew where everything was, and removing his mother's shoes and socks was a breeze compared to last time. He inspected her bare feet carefully before letting her soak.

"Yeah, you've got two or three new blisters, mainly on your heels, and some hot spots that we should keep an eye on," he said, lowering her feet into the basin. Absentmindedly, he stroked her leg above the water as he watched her eat.

Ellen paused, a fork full of pasta halfway to her mouth, and looked at him with a furrowed brow. "Michael," she said quietly but sternly, pointedly looking at the hand that was drifting beneath her skirt and towards her knee.

Michael snatched his hand back as if he had been shocked and began to stammer out an apology. "Mom, I'm sorry! I wasn't thinking..." He didn't bother finishing because there was no way she could hear him over her own laughter.

"Oh, Michael," she said when she had finally caught her breath, "You always were a leg man."

"Mom!"

"Don't you remember? Whenever I read to you, you would lay your head in my lap, and if I was wearing shorts or a skirt, you would brush your cheek against my thigh until you fell asleep." She looked at him with adoring eyes.

He thought about it for a while recollecting bits and pieces: His mom stroking his hair, the smooth skin beneath his cheek, the peace that came with being loved. "Your legs always smelled like tanning lotion. I still love that smell."

Ellen fell asleep again as he massaged her calves. Not wanting to risk another day of worrying about how she would react to his peeking at her panties, he focused on the massage and tried not to let his dick do the thinking. When he saw that she had fallen asleep, he put a pillow at the end of the couch, swung her feet up and onto the cushions, and gently guided her into a more comfortable position. She murmured a thank you and instantly went to sleep again.

Michael had no idea when his dad would be home, so he immediately set about hiding the evidence of the blister treatments and loading the dirty dishes into the dishwasher. Satisfied everything was in order, he went to check on his mom. At some point in the last twenty minutes, she had rolled over such that she was facing the back of the couch. Her legs were tucked up close to her, accentuating the form of her perfect ass. He stared at her for a while, drinking in her unintentional sensuality, then sat down on the floor next to the couch. He had an overwhelming desire to lay his head on her legs, but he thought better of it - he had a good bit more stubble on his cheeks now than he had when he was six. Instead, he began another massage of her calf. This time, however, he was not trying to work out the knots; he was reveling in the feel of her skin, the tone of her muscles, the beauty of her shapely legs. Ellen moaned in her sleep.

Emboldened by the sound, Michael's hand moved higher. Unlike the form-fitting dress of Monday, this dress cascaded down in loose folds below his mother's waist. It yielded easily as his hand slipped above her knee to caress her thigh. He heard his mother sigh with contentment, and his hand drifted higher, memorizing every curve as it went. He moved further up her leg, continuing the soft massage, until his thumb stroked across the bottom of her buttock. Suddenly every fiber of his being was laser focused on that thumb as it explored the very edge of perfection. So enthralled was Michael that, for a moment, he was literally unable to see or hear anything around him. It was as if he had walked into an interminably long tunnel, with just a pinprick of light at the end. Outside the tunnel, someone was calling his name, but it just echoed past him and faded into the distance. Then, just as suddenly as he had been enveloped in the darkness, he was wrenched from it, pulled by his wrist through stone walls and into the blinding light of his living room.
"Michael! What are you doing!" yelled his mom, extracting his hand from under her dress.

***

The rest of the week felt almost normal, under the circumstances. Michael went to school, his parents went to work, they all came together for an evening meal, and then they went their separate ways, sitting in their respective rooms doing whatever they chose to do. He had never noticed that this was their routine until his mom's blistered feet shook things up. But this was how every day had been for years. He was beginning to have an inkling about the nature of the look his father had given his mother when they both thought she was asleep.

Dinner was where the change in the family dynamic was most noticeable. Ellen and Michael had always carried the conversations at the dinner table. Whether the topic was work or school, world events or family happenings, talking with his mom had always been a highlight of his day. Now, a palpable silence had settled at the table, like an unwanted and repugnant guest, reminding him of his monumental failure.

Michael struggled out of bed Saturday morning, groggy but resolved. Three sleepless nights and two tortuous days had led him to a single conclusion: He would have to own up to everything that he had done and had been feeling since Monday night. In retrospect, it seemed obvious. He should have done this Wednesday night, but, in the face of her fury, he had only blurted out nonsensical excuses and empty apologies. Now he just needed to create a moment alone with his mother to confess his sins.

It was a mixed blessing when his father announced that he was going to work on the yard after breakfast. Michael knew he was expected to join his dad in raking, mowing, trimming, weeding and the other necessary maintenance before the decent fall weather ended, and he despised yardwork, but if he could lag behind for a few minutes it might give him the opening he needed to begin the healing process with his mom. So, when his dad threw on his jacket and boots and made for the door, Michael gave him a quick, "Right behind you dad," and headed towards the kitchen where his mom was cleaning up the remnants of breakfast.

He stood in the doorway watching his mom and mustered his courage. He found himself marveling at how pretty she was and how gracefully she moved, even in her unmistakable sadness. He shook his head to chase away that chain of thoughts and braced himself for whatever would come next.

"Mom, can we talk?"

She didn't stop in her work. "What do you want to talk about?"

"I just want to say that I'm sorry."

The bowl she had been rinsing crashed into the sink causing them both to jump. "You're sorry?" Her tone was stinging.

"Yeah." He had thought through everything he wanted to say, memorizing all the salient points but, facing her now, all of it had evaporated. His speech became a stream of consciousness babble. "I mean, when you came home Monday night, you looked so beautiful and alive, and I'd never seen you like that before, and I wanted to be a part of that. But then, your feet, and I wanted to take care of you like you've always done for me. And when I dried your legs, I mean, mom, your legs are great and I couldn't stop looking at them. So, when I had the opportunity to see them again on Tuesday, and you were lying in bed, well, for a while you weren't my mom, you were this sexy and desirable woman, and I'm a guy and I wanted to be your guy. I couldn't stop thinking about you all day on Wednesday, I wanted to see you so badly. Then I remembered how great it was to be little and have my head on your lap and I wanted to be that close again but when I touched your legs I lost control and, well, I took advantage of you, and I'm sorry."

Ellen stared at her son for a moment, mouth agape. "I'm not sure I heard all of that right, but I think I got the gist, and, Michael," she took a deep breath, "you aren't the one who needs to apologize. I saw the looks you were giving me, and it made me feel desired, and maybe a little bit sexy too, and I should have put a stop to it then. But I liked the way you made me feel, and I let it go too far. I'm sorry if I hurt you, sweetie." She was crying now but smiling brightly through the tears.

"I just needed to know you didn't hate me," he said looking at the floor.

"Oh, Michael, I could never hate you," she said grabbing him by the ears and gently pulling his head up to kiss his forehead. Then, looking bemused, she turned his head side to side and quietly said, "Oops."

"What?"

"You've got pancake batter in your ears."

"Mom!"

Laughing she marked his cheeks and chin as he tried to duck her sticky hands.

"Mom! Dad's expecting me in the yard!"

"Oh, fine, get out there and do the yardwork," she said shooing him away.

He was nearly to the door when she called out, "Michael?"

"Yeah mom?"

"I love you."

"I love you too."

***

Sunday morning Michael was greeted by the unusual sound of his dad whistling. He paused and looked up from his phone when Michael came into the room, gave a quick, "Hey Mike!" and then jogged down the basement stairs.

"Why's dad in such a good mood?"

"I told him as a reward for his hard work in the yard yesterday, he could watch as many games as he wants today, so long as he stays in the rec room and out of my way."

"Why, what are you going to be doing today?" Michael had an uneasy feeling.

"Not me, we," she replied with a smirk.

"Okay, what are we going to be doing today?" he asked slowly.

"Today is Fall Day!" she said, twirling with her arms raised to show off her outfit which consisted of a red flannel shirt, baggy jeans and sheepskin boots. "So, go get dressed and start pulling the bins down from the shelves in the garage, but don't bring them in until you've wiped them down!"

Groaning, Michael lurched back upstairs to throw on his work clothes. "Where's my reward?" he muttered to no one.

"You'll get that later," his mom replied, batting her eyelashes and smiling sweetly when he turned to look at her.

Suddenly there was much more pep in his step.

'Fall Day' was the day his mother redecorated the main parts of the house for the season. Throw pillows, rugs, blankets, drapes, knick-knacks, candles, and more all changed to feel more fall-like. She said it made the house feel cozier through the winter and had been doing it since before Michael had been born. As the fall items came out of the garage, the spring collection, as Michael called it, was boxed and put back into the garage. And in between there was a lot of cleaning that had to be done to both 'collections' and the house in general. Michael was in charge of moving the full bins in and out of the garage, unpacking the heavy items and moving furniture; while his mom cleaned, packed away the spring items, and found a place for everything he brought in. He was soon dusty and sweaty but was able to keep his spirits up mainly because it seemed that every time he brought something in for his mom, she was bending over a bin or on her hands and knees cleaning. Purposeful or not, the views of his mom's lovely posterior kept him moving.

By lunchtime both he and his mom were ready for a break. He brought in the last of the bins, and announced, "This is it!"

"Oh, thank goodness," she replied. "I made us some sandwiches, would you take a couple down to your dad, and maybe a beer or two, while I clean up a bit?"

"Sure mom." He watched her walk towards the stairs, certain there was a little more sway to her hips than usual, then grabbed the sandwiches, four beers, a small cooler and some ice, and headed downstairs. His dad was in his recliner, but sat up to take the plate when Michael came in.

"Thanks Mike!" then, looking at the cooler, "Are those all for me?"

"Mom thought you might like a couple, I brought some extras just in case," Michael said smiling.

"I hope she's not working you too hard."

"It's been okay so far but there's a lot left to do," he replied, feigning exasperation, and hoping his ruse would keep his dad downstairs a little longer.

"Well, you can always hide down here with me." he said with a wink.

"I'll keep that in mind," Michael said and headed back to the stairs. "See you later, dad."

Michael had just finished setting out lunch for himself and his mom when he heard her voice from around the corner. "Did you bring your dad the sandwiches?"

"Yeah, and the beers," he answered, turning.

Ellen's head peeked around the corner, then, looking equal parts anxious and shy, she stepped into the doorway.

Michael nearly began to hyperventilate. "Wow, mom, just...wow!" he managed between ragged breaths.

Ellen smiled broadly, glad to have such an appreciative audience, then raised her arms and spun around for the second time that day, stopping with her back to Michael and looking at him over her shoulder. She was still wearing the flannel shirt but the buttons had been undone and the loose ends tied tightly just below her breasts, exposing her tummy and a very cute belly button. She had traded the jeans for a pair of low-rise khaki shorts that hugged her hips and accentuated her ass. Michael was in awe. "I've been feeling your eyes burning into my backside all morning so I thought you might like a different view." She gave her ass a wiggle, reinforcing that it was okay to look, then turned and walked to the table and sat down, watching his face as she went.

After a couple minutes, when he still hadn't reattached his jaw from where it had landed on the floor or made any move to sit down himself, she chided him, "Oh, c'mon Michael, you're embarrassing me. I can't be all that!"

Her voice seemed to break the spell long enough for him to sit across from her. "Mom, you're all that and more. I mean, I've always known you were pretty, but I think most guys think their moms are pretty at some level. But how could I have possibly been so blind as to not see just how incredibly beautiful and sexy you are? I don't have the words, mom, I just don't. I could learn a dozen different languages and still not express what I'm feeling properly."

Blushing deeply, Ellen took his hand across the table. "You don't need words, Michael, I can see it in your eyes, and feel it in your touch... Wait a minute, are you shaking?"

"Yeah, I guess I am." It was his turn to blush. "Mom," he said taking a deep breath, "you have no idea how much I want to kiss you right now."

Ellen brushed some stray hair behind her ear with her free hand and looked at her plate. "Maybe that can be your reward for today," she said quietly.

He sat up straighter in his chair. "You mean this outfit wasn't it?"

She laughed. "No, I did this because I wanted to feel sexy."

Michael wanted to shout, 'Fuck yeah!', but instead dove into the sandwiches in front of him.

"Michael, what are you doing!"

Around a mouthful of bread and cheese he managed to say, "Let's eat so we can finish Fall Day!"

Together they made quick work of the remaining tasks, and Michael began to question his desire to finish early. His mom, it seemed, enjoyed finding reason to bend over whenever he was near, giving him glimpses down her shirt or letting him ogle her well-formed ass. When the last of the tchotchkes were placed on the shelf, he found himself momentarily disappointed. His mom, on the other hand, was ecstatic.

"I think that was record time!" she said surveying the room with her hands on her hips. Michael, as usual, was standing behind her enjoying the view. She smiled back at him and rocked her hips slowly. "I should have dressed like this years ago, think of all the things we could have accomplished."

Feeling strangely bold, he took a couple steps forward and put his hands on top of hers. "Well, you can make up for it and dress like this every day going forward."

"You wouldn't get tired of it?"

"Never."

She pulled one hand from under his and reached up to stroke his jaw. "I think you mean that." She then twisted around so they were facing each other, shivering slightly as his hand drifted across her bare stomach as she did so. Her own hand drifted further up and began playing with the hair behind his ear.

Michael started to lean in when she abruptly pulled back and put her hand on his chest. "How many girls have you kissed?" she asked looking serious.

Taken by surprise, it took him a moment to answer. "Three. Well, four, but the first one doesn't count."

"Why wouldn't she count?"

"Because it was Carrie," he answered sheepishly.

"Carrie?! Your sister?!" The mood had definitely been broken. "Why would you kiss Carrie?"

"It was before either of us really started dating, and neither of us wanted to feel awkward about kissing once we did."

"And here I thought you guys did nothing but fight." Ellen reached up again and pulled his head down so that his forehead rested lightly against hers. "Sooo, if you've only kissed four girls, then there are still some things I can teach you?" she whispered.

"Most definitely."

With that she tilted her head back from his, opened her mouth a tiny bit, and pulled him in for the kiss. It started gentle, almost playful, as they brushed their lips lightly together. Then Michael took her lower lip between his, tugged softly and briefly ran his tongue across it before letting it go. Ellen reciprocated, alternating between nibbling and wetting his lips with her tongue. Then their tongues met and began to dance, and the kiss became more urgent. Ellen melted into the strong arms that now enveloped her. One hand was between her shoulders, holding her firmly to his chest. The other was tenderly exploring the bare expanse of skin just above her waistband. She knew it must be difficult for him not to push things further and explore a little lower, given how much he clearly adored her ass, and she appreciated his restraint. Just the same, she reluctantly broke the kiss and rested her head on his shoulder.

"Mmmm, I thought you said there were still things I could teach you?" she said breathlessly.

"Maybe all the time I've spent reading up on it is paying off," he teased.

She laughed and lightly slapped his chest. "Will you do something for me?" she asked looking up at him.

"Anything," he said earnestly.

"Sit on the couch. I'll be right back," and she padded off quietly towards the basement.

A few moments later she returned looking pleased. "He's still engrossed in the game." Grabbing a blanket, she came around to where Michael was sitting. "The other night, you said you'd sit in my lap any time I wanted, right?"

"Well, yeah, I mean I'd probably crush you but if it's what you want..."

"No, you'd definitely crush me, but I still want to cuddle with you like that, sooo, can I sit in your lap?" she asked smiling broadly.

"Yeah, of course." He wasn't sure where she was going with this, but he liked the idea of snuggling up with her, so he held out his arms and spread his legs a little to give her room to sit.

Lifting the blanket, she turned around and gave her ass a wiggle before scooching it all the way back into his lap. Then, deftly, she swung her legs up and to the side and pulled the blanket up high around them both as he brought his arms down to secure her. This resulted in her head resting against his shoulder, her ass planted firmly in his lap and her feet up on the couch, while one of his arms cradled her back and the other draped over her legs. She wriggled momentarily, seemingly wanting to be even closer to him than she already was, then stopped and said, "Something's not right." Michael worried as her hand went digging under the blankets and found his free hand dangling respectfully away from her side. She grabbed hold of his hand and pulled it in until it was resting firmly on her thigh, just below the hem of her shorts. "Mmmm, that's better," she intoned and gave one last contented wriggle before closing her eyes and settling in.

Michael had, at first, been unhappy about seeing her with the blanket. If she were going to be sitting on his lap, he had hoped to sneak a few glances at her cleavage. Now, snuggled up as they were, he realized this was infinitely better. He relished the intimacy of their cuddle: Her body was warm and soft, her hair smelled of lavender and vanilla, and her thigh was like silk beneath his hand. He lost track of time as he held her, alternating between gently kissing the top of her head and just listening to her breathe. After a while she seemed to fall asleep as her head slipped forward to rest against his jaw and her breathing slowed and deepened.

It hit then, the degree of trust she had placed in him by being so vulnerable and open. He was still a teenager, even if he was possibly the most mature of his friends. It was, in some ways, acceptable for him to be head over heels for an attractive older woman, even if she was his mom. She, on the other hand, was expected to behave as an adult, sensibly and responsibly rebuffing his improperly placed affections, regardless of her own needs and feelings. She stood to lose much more than he in this relationship. Michael was still mulling over the implications of this, when he heard her snort and start awake.

"Did I fall asleep?" she asked into his chest.

"Yeah, I think so."

"What time is it?"

He craned his neck to see the clock across the room. "Three twenty."

"Mmmm. I'm really comfy but I need to get changed and start dinner before your dad comes upstairs."

She didn't make any move to get up, and Michael didn't lessen his grip on her.

She lifted her head and looked into his eyes. "Kiss me again."

It was said as a statement, but Michael could hear the question behind it. She wanted to know that he wanted to kiss her too, that it wasn't a one-sided desire. In answer, he leaned down and kissed her with a passion that made her toes curl. The kiss went on and on but neither tired as they explored different techniques, discovering along the way each other's preferences. Almost without knowing they were doing it, their free hands started to explore as well - her hand roaming his chest and shoulder and sometimes running through his hair to pull his mouth tighter against hers. Simultaneously, his hand stroked and massaged her thigh from her knee to her shorts but always respectfully stopping at the hem. Then there was a moment when her hand pulled away from his chest and disappeared under the blanket. He felt it land on his leg and she pushed up, rolling her hips so that her stomach was nearly against his. Her hand then left his leg, only to grab his hand from her thigh and pull it higher, slipping it under the hem that had stopped him before and onto her panty-clad ass. Then her hand was back on his neck as she slipped her tongue deep into his mouth.

Michael could feel his mother's legs rhythmically pressing together as his hand explored beneath her shorts, his pinky occasionally dipping lasciviously into the valley between her cheeks. On a whim, he gave her ass a playful squeeze, marveling at how it felt in his palm, and she responded by urgently rubbing her hip against his engorged penis. His senses already in overload, her motion nearly made him cum, and he ground harder against her and kneaded her ass again.

She had been feeling his manhood growing against her hip since the kiss had started and now, with his hand stroking and squeezing her ass, she felt it jump beneath her. Knowing he was hard for her, that he wanted her, pushed her over the edge. She broke the kiss, pulling him tightly to her chest, quivering all over and moaning in his ear. "Oh, god! Michael! Oh, oh, oh! Oh my god! Ohhhhhhhh!"

After a few more spasms of pleasure, she went limp in his arms, then started to laugh softly. "Mmmm," she said, cuddling against him again, "Oh, Michael, thank you!"

"Thank you?" he asked.
She looked into his eyes and stroked his cheek, "Thank you for making me feel desirable, and cherished, and loved again."

He studied his mom's face for a moment. She was positively radiant. He smiled back at her, saying, "You forgot tantalizing, exciting and sexy."

She laughed. "How about appreciated?!"

"Hot?"

She smacked him playfully on the chest. "Respected!"

Michael laughed and leaned down to kiss her lovingly. "Mom, you are all of those things and more."

She kissed him in turn and then, removing the blanket, shifted about preparing to get up. As she did, she felt his hardness again, now against her buttock. She stood and turned to face him, leaned over deeply, wrapping her arms around his neck and looked him in the eyes before glancing down at his groin. "I'm sorry, I can't take care of that for you," she said grinning, "I feel like it's partly my fault. But maybe I can help you work things out on your own?" Still grinning, she straightened up and slowly undid the knot holding her shirt closed. She teased him for a minute, holding the front of her shirt closed while she let it fall off her shoulders. When at last she sensed she'd pushed him far enough, she dropped her arms and he watched as the shirt slid slowly to the floor. She stood before him, clad in her shorts and a lacy white bra through which her nipples were clearly visible, standing out sharply from her shapely bosom and surrounded by dark pink areolae. Michael had thought nothing could top her ass for sheer desirability, but now he was unsure which part of her anatomy took top billing. Ellen let him openly stare for a while, then, without saying anything, she turned her back on him, bent over to pick up her shirt and walked out of the room with a sway to her hips.

Michael gave her time to reach her room before he bounded up the stairs and into his own room, where he dropped his jeans, jumped into bed, and relieved the pressure that had been building since Fall Day had started.

Ellen, standing in her bedroom, heard Michael race into his room and shut his door. Knowing what he was doing, and who he was thinking of as he did it, made her shiver. She thought briefly about lying down in her own bed and matching his activities but decided it wouldn't be prudent with her husband in the house. Instead, she touched herself briefly through her panties and bra, then changed into more appropriate attire for a family dinner.

***

Monday afternoon, Michael raced home immediately after his last class. If he timed it right, he thought he might have ten or fifteen precious minutes alone with his mother before his dad got home from work. As he parked on the street a short while later, he was grateful to see his mom's car in the garage, and no sign of his dad. He leapt up the front steps and into the house, dropping his backpack by the door. He was just about to call for her when she came around the corner, slipping on a pair of earrings.

"Hi sweetie, what are you doing home so early?"

"I wanted to see you off to your dance class, so I came straight here instead of hanging out with the guys."

"Oh, Michael, you didn't need to do that. I don't want to mess up your social life." She looked concerned.

"Mom, missing one afternoon a week of hanging out with the guys is not going to mess with my social life. Besides, once you're safely out the door, I'll be getting online to play some MMO with them until ten minutes before you get back," he teased.

"Ugh, I'm going to pretend I didn't hear that." After several tries, she was able to twist the backing onto her second earring and went to the mudroom to retrieve her shoes. Michael was sitting at the kitchen table when she returned and, sitting down across from him, slipped them on.

She stood and did a twirl, reminding Michael of the day before. He decided he liked to watch her twirl.

"What do you think?" she asked.

She was wearing a little black dress with thin straps holding up a sequined bodice and a loose skirt with some kind of a fringe around the hem that danced about as she walked. Her lovely legs were bare and on her feet were a pair of simple black flats.

"Simply beautiful, mom," he said admiringly. "You're going to be the most popular girl on the dance floor," he added, feeling a twinge of jealousy as he said it.

She beamed at his compliment, then looked at her feet. "Are you sure I shouldn't wear heels? They'll look so much better with the dress."

"No! You are not wearing heels to your class! In fact, I may just bury all your high-heeled shoes in the back yard tonight," he said standing, as if he were going to start digging now.

"Oh, but sweetie, my red heels brought us so much closer together," she said, stepping close to him, batting her eyes and tracing circles on his stomach with her finger.

He grabbed her hand and brought it to his mouth, lightly kissing each finger. "And for that, I will be eternally grateful. But you don't need the right shoes or outfit to be beautiful, mom. You just need to be you."

Her eyes grew bright. "Stop, you're going to make me cry and mess up my mascara," she said brightly.

"Sorry mom," he smiled, then, putting his arms around her, drew her in for a kiss.

"Nope! Not that either, you'll mess up my lipstick," she said holding her hand between them and turning her head.

"Well, what can I do?" he asked, exasperated.

She made a show of thinking about it and then pointed to her cheek, well away from her lips. "You can kiss me here."

He gently placed his lips to her cheek and held them there, savoring the touch of her skin.

When he backed his lips away, she pointed to her earlobe. "And you can kiss me here," she said softly.

Michael kissed and gently nibbled on her ear and was struck once again by the intoxicating scent of her hair.

This time as he backed away, he took her hips in his hands. She looked deeply into his eyes and pointed at her neck, just above her collarbone. "And you can kiss me here," she said, her voice barely a whisper.

He pulled her against him, sliding his hands behind her and down until they rested on the swell of her ass. He felt the waistband of her panties through the thin material of her dress as his mouth caressed the length of her neck from her ear to her collarbone. She moaned in his ear and twisted such that her hip pressed gently but firmly into his groin. She could feel him growing and her heart began to flutter.

She was beginning to think about skipping her class and spending the evening wrapped in his loving arms instead when she heard her husband's truck pull into the drive.

"Michael!"

"Yeah, I heard." It took all his willpower to finally release her. When he did, he shoved his hands into his pockets and rearranged his manhood so it wouldn't show quite so much. Ellen couldn't help but watch his machinations and laugh. Michael blushed, and, under his breath, mumbled, "Your fault."

His dad walked into the kitchen a moment later, glanced at Ellen and then at his watch. "Aren't you going to be late?"

Michael wanted to call his attention to just how beautiful his wife was and ask him why he couldn't treat her like the wonderful, loving, and joyful woman that she was, but his mom caught his eye and, almost imperceptibly, shook her head. He held his tongue.

"It's okay," Ellen said, as much to Michael as her husband, "The first five minutes everyone just stands around talking anyway." Then, turning to Michael she said lightly, "Love you, sweetie."

"Love you, mom. Have fun!"

As soon as the door closed behind her, Michael's dad turned to him. "So, up for some football and pizza tonight?" he asked, rubbing his hands together.

"I'd love to, dad, but I have mid-terms coming up in a couple weeks. I need to start organizing my notes and catch up on some reading. I might steal a slice from you later though."

"Suit yourself! I'll be downstairs."

Michael made his way upstairs, dragging his backpack behind him. He really did need to study, but when he sat down at his desk, he found he couldn't concentrate. He couldn't get her out of his mind - the way she looked, the way she smelled, her eyes, her smile, the touch of her skin and the taste of her lips all conspired to distract him. When it was clear he wasn't going to make any progress in his studies, he went downstairs in search of nourishment. He was still angry with his dad so he chose not to get a slice of pizza from the rec room, worried he might say something regrettable. Instead, he stared into the refrigerator until it complained about the open door. He then stared at the closed door, thinking about what he had seen inside. Finally, he looked at the clock, did some mental calculations, and began pulling things out and placing them on the counter.

Half an hour later, his dad came up from the basement looking for a beer. "What's all this?" he asked, surveying the kitchen.

"I decided I wasn't in the mood for pizza so I'm making myself some dinner."

His dad looked around again. "All this?"

"I thought mom might be hungry when she got home so I'm making enough for her too."

"Hmmm, just make sure you've cleaned this up before she gets here, or she'll chew your ear off."

"Okay, I will." Not wanting to discuss his dinner plans any further, he asked, "How's the game?"

"It's half-time. Broncos are up by 10."

'If it's half-time, mom'll be home in twenty minutes,' he thought. He'd have to hurry. "Cool," he said distractedly to his dad.

His dad looked at him sideways, then, shaking his head, took his beer downstairs. Michael made a mental note to bring a couple more down in the cooler as soon as the kitchen was clean.

Thirty minutes later, Michael was just putting the final touches to the table when he heard the garage door rumble open. He looked around the kitchen nervously, hoping he hadn't missed anything, and, for the umpteenth time, wished he had flowers. 'Next time,' he thought.

He met his mother at the door to the mudroom, taking her purse and setting it down.

"What's all this?" she asked.

"First things first," he replied, "Are you done going out for the evening?"

She looked at him quizzically, then nodded.

"Good," he said, and put his hands on her waist and pulled her in for a lingering, gentle kiss. "Then you won't mind if I mess up your lipstick a little."

"Nope!" she replied and returned his kiss with a little more vigor.

Reluctantly, he stopped her after a third kiss and took her hand, leading her into the kitchen.

"Oh my god, Michael!"

Candles flickered on every counter, shelf and windowsill. A bottle of wine chilled in one of her mixing bowls, and a fresh salad with grilled chicken dominated the middle of the table which he had set with the good plates and silverware.

"Oh, sweetie, you shouldn't have," she said smiling and pulling him in for their longest kiss of the evening.

An hour later the alarm on his phone chimed, interrupting their conversation. The salad was mostly gone, as was the wine, and the room had gotten progressively darker as the candles had burned down. Their conversation had covered a myriad of subjects, big and small, but what struck Michael the most was just how much he learned about his mother, from her aspirations (she had wanted to be a pilot before she got pregnant with Carrie) to her favorite color (red, of course). He wondered why he had never asked about these things before. He'd known her for nearly twenty years, but did he really know her?

Ellen had been startled by the alarm. "What's that for?"

"I'm sorry, mom, but the game's going to end, and I need to get this all cleaned up before dad comes upstairs."

"Well, let me help you," she said, moving her chair back to stand.

"Nope!" he said, gently but firmly pushing her back down, and giving her a quick peck on the lips to emphasize it. "I figure you've been cooking for me and cleaning up afterwards for about eighteen years, so if I start tonight, I'll have made it up to you by the time I'm thirty-eight."

"Your math is off by about eighteen months," she replied, wagging a finger.

"Unh-uh, you nursed me for the first eighteen months. That's hardly cooking."

"Maybe not, but it was still work. You were a biter!"

Michael looked up from loading the dishwasher and waggled an eyebrow, "Maybe I still am."

"Oooh, that's intriguing. Am I going to find out?"

"If you play your cards right, babe," he leered, drawing a laugh from his mother.

The cleaning was done in relatively short order since he had done the bulk of it prior to her coming home. Extinguishing and disposing of the candles took the longest, and, fearing the lingering smoke would raise questions, they opened a couple windows. When everything was as back-to-normal as could be, they sat in the dark, not wanting to come back to reality just yet, with their hands intertwined across the table.

"You know," she said softly, her thumb tracing light circles on his palm, "things were just getting interesting when we were interrupted by your dad tonight. You really know how to make a girl weak in the knees. I loved dinner, and I loved talking with you even more, but a part of me wishes we had made time to pick up where we left off."

"Yeah, me too." He instantly felt his response was inadequate as he said it, so he stumbled on, "Whenever I see you, I want to be next to you; and whenever I'm next to you, I want to put my arms around you; and when I have my arms around you, I want time to stop so I can hold you forever. It's weird."

"Weird?!"

"Not weird weird," he clarified hastily, "Unusual, unexpected..."

"Because I'm your mom?" she asked quietly.

"Well, yeah, partly." He felt her hand pulling away from his, but he held tight and spoke more quickly. "But mostly because, with the girls I've dated so far, it's been fun and exciting and all, but at the end of the day, if they were busy and couldn't go out with me or something, I was just as happy hanging out with the guys. With you, I've seen you nearly every day of my life, so why is it that all of the sudden I only want to be with you? When we're apart, heck, even when we're together, all I can think about is you. It's..." His voice trailed off as he searched for a better word.

"Weird," his mom finished for him with a quiet laugh.

"Yeah," he said, discouraged that he couldn't express himself better.

She pulled his hand across the table and kissed his fingers with the softest of lips, then held his hand to her cheek, letting him know his words were good enough.

The kitchen was quiet.

They both jumped at the sound of footsteps on the basement stairs. Michael felt an overwhelming urge to hide, but his mom made no effort to move so he sat tight, mentally forcing his heart back down from his throat where it had become lodged. He heard his dad sigh as he reached the top of the stairs, then the sound of a hand searching the wall, followed by an unexpectedly loud, 'CLICK!'

"Jesus Christ!"

Michael started again at his father's exclamation, and squinted his eyes against the harsh light that flooded the room.

"You trying to give me a heart attack? What the hell are you doing sitting in the dark?"

"Michael and I started talking while I ate my dinner, I guess we lost track of time," his mom answered calmly.

'Never mind that it was already dark when you got home from dance class and the plates are all cleared,' thought Michael. 'We are going to have to work on this if we don't want to get caught.'

"Well, I'm going to bed. Lock up before you come upstairs." He turned, then briefly paused, sniffing the air. "Smells like someone burned down a vanilla factory."

Michael watched his father leave and didn't breathe until he was certain he was fully upstairs. Then his mother was standing before him. She took his hands in hers. "I need to go to bed too, sweetie." She smiled sadly. "Will you check the doors for me?"

He stood and gave her a long hug. "Sure, mom," he said as he kissed her hair.

Michael lay in bed, a pillow over his head, his mind jumping aimlessly from thought to thought. He'd tried reading, playing solitaire on his phone, and watching drivel on YouTube. When those didn't work, he had grabbed his laptop and skimmed through several of his favorite porn sites. He found himself feeling as if he were cheating on his mom, so he closed the computer and set it aside. For the last half hour, he had just let the thoughts wash over him, hoping they would play out and let him get a few hours of sleep before morning. But each thought was a rabbit hole, opening into a myriad of new tunnels to explore.

Finally, resigned to the fact that he would not get any sleep that night, he rolled out of bed, pulled on a tee shirt and sweats, and tread quietly down to the rec room to watch a movie. He was flipping through his options when one caught his eye. It was one of his mom's favorites. She had forced him to watch it with her years ago, but he didn't remember much other than her holding him tight throughout. He clicked on it.

Duckie was dancing to Otis Redding when Michael heard his mother's voice beside him, "This is the best part! God, I love that song!" she said wistfully.

"Mom?" he said, pausing the movie and blearily looking up.

"Don't pause it!" she exclaimed, then, "Here, give me the remote." She motioned for him to make room on the couch and restarted the scene. Michael lay his head down on her lap and she ran her fingers idly through his hair until the last notes of the song faded and she paused the movie again.

"She made the wrong choice, you know." Ellen rested her hand on Michael's chest.

"Who?"

"Andie. Molly Ringwald. She went for the cute guy with the cash and the car who was obsessed with her but didn't really know her. She should've gone with Duckie. He loved her, or he wouldn't have let her go in the end." She looked sad. "Always go for love, Michael."

He sat up, and scooted close, his hip against her knee and one hand braced against the arm of the couch so they could be face to face. His other hand stroked her cheek, her ear, the back of her neck. He leaned in, intending to give her the most gentle of kisses, but she wasn't having it. She pulled him in, urgently mashing her lips against his. He matched her passion, intertwining his tongue with hers, nipping at her lips with his teeth, pulling her chest against his. She moaned into his mouth, grabbing handfuls of hair and holding him tightly. At last, breathless and satiated for the moment, they parted, smiling at one another, then softly laughing together.

"Mom?"

"Yes, sweetie?"

"As much as I love holding you and kissing like this, something's got to change."

Her face dropped, concern written in every feature. "Why? What?"

"My position. My arm is about to break and I'm falling off the couch."

She looked at him incredulously, then looked at his arm and how precariously he was perched. Brow furrowing, she gave him a shove, just hard enough for his balance to be thrown, and he landed on the floor with an, "Oof!"

"Asshole! You scared me!"

Michael scrambled to his feet as she stood and walked towards the stairs. "Mom, wait!" He grabbed at her wrist, but she twisted her arm away.

"Mom, c'mon, I was just teasing you!"

She pulled away again, walking faster. She was on the second step when he caught her, grabbing her around her waist and lifting her bodily from the stairs. Michael was no athlete, but his emotions were high, flooding adrenaline into his system. He carried her back to the couch as she kicked and cussed and dropped her down on her back. She made to get back up again, so he grabbed her wrists and clambered on top of her, pinning her with his weight.

"Let me up!"

"I will as soon as you let me apologize."

"No! Get off me, now!"
"Mom, if I let you go to bed now, we'll both just be angry and miserable and wide awake all night. Let me apologize and then you can go."

She struggled once more then spat, "Fine! But this doesn't mean you're forgiven!"

"Thank you." Michael took a breath and wondered what he could possibly say. "Mom, I'm sorry I scared you; I was trying to be funny and, obviously, I screwed up."

"Yes, you did, you dick! Now let me up."

He continued to hold her down. "I know this last week has been difficult for you. You have to be as confused as I am about all of this, and I'm sure you're scared about where we are heading. I am. You're my mom. I've loved you from the moment I was born, and I never want to lose that, I never want to do anything that would jeopardize that love."

She stopped struggling.

"But over the past week, I've learned so much about you. So many things that I had been blind to or just never had reason to ask. And I've fallen in love with this incredible woman I've discovered." He took another breath. "I don't know. I guess trying to be funny is how I deal with feeling emotionally overwhelmed, so I can't promise it won't happen again, but I will try to be more mindful of your feelings. Anyway, I am sorry, mom."

He let go of her wrists and leaned back until he was sitting on his heels, kneeling between her legs, dreading her response. For a long while she didn't move or speak, she just stared. Her arms were still above her head where he had pinned them, her hair was disheveled and splayed about her, and her face was expressionless.

"Did I break you?" he asked when he couldn't bear the silence anymore.

To his relief, she smiled, though there was a grimness to the edges. "No, you didn't break me." She put her fists to her hips and looked proud. "No man ever has," she said with a quick laugh before turning serious, "But you've given me a lot to think about. I didn't like your joke, but I think I understand where it was coming from."

She lifted her leg over Michael and rolled off the couch. "I'm going to bed; I've got work in a few hours. And you have classes."

"Are you mad at me?"

She looked pensive. "No, but I'm not exactly happy either. Let me sleep on it and we'll talk tomorrow."

***

Michael slept through most of his first two classes on Tuesday, both times waking with a start when the students around him abruptly gathered their things and headed for the doors. He only hoped he hadn't been snoring. He was the first one home that afternoon and buried himself in schoolwork to take his mind off the pending conversation with his mom.

She came home a little earlier than usual, explaining she had hoped they would have time to talk before his father got there. She sat down at the table across from him, with a lightness of being that only comes after having achieved clarity. It felt hopeful to Michael.

Taking a deep breath, she started, "The way I see it is that we have two choices: We can treat this as a fling, a love affair between two consenting adults who are attracted to one another but recognize that their circumstances wouldn't ever allow the relationship to be anything more than a fling. Or we can break this off now, go back to having a traditional and healthy mom and son relationship, and chalk this past week up to hormones and pent-up needs. I know which I would prefer, but I want to hear how you feel."

"I don't like either option, mom!" he protested, feeling his hopes had been dashed.

"Well, how do you see this going?" she asked pointedly, crossing her arms across her chest.

Michael leaned back and put his hands over his face. "I don't know," he said to the ceiling. He had given it some thought after his mom left him alone in the rec room. He was in love with her, he knew that. He also knew that, legally and socially, it couldn't end in 'happily ever after'. Last night, he had only come up with one solution: break it off now. He appreciated his mother's creativity in thinking of it as a fling; a whirlwind romance kept secret from the world until they moved on with other partners. But his heart wanted more. "Ugh! Can't we just move to Kentucky or something, tell everyone we're married. We've already got the same last name!"

Behind his hands, he heard his mom chuckle. "Oh, Michael, I wish it were that easy, I truly do. But what would we tell your sister, your grandparents?" Then softer, "And what if you want to have kids someday?"

"We could adopt!" he said, dropping his hands and looking into his mother's eyes. She looked sad. He held his hand out to her. "I'm sorry, mom. I know you're right, but I wish you weren't."

She dabbed at her watery eyes with the back of her hand, "You haven't answered me. How do you see this going?"

Michael stood and held out both his hands. She paused, nervous about what was coming, then took his hands and allowed herself to be pulled to her feet. His arms wrapped around her and pulled her into a firm but tender embrace. He held her tight until he felt her relax against his body, then he let his hands stroke her back. She matched his movements and lay a cheek on his shoulder, feeling truly content in the moment. Whatever his decision, she knew he loved her.

"Mom?"

"Hmmm?"

"I want to know you." He paused, then added, "In every sense of the word."

She lifted her cheek from his shoulder and leaned back, still in his arms. "Are you sure?"

He nodded, smiling.

She fell back against him and squeezed tight. "I was hoping that was what you would choose!" Then, tilting her head back, she said breathlessly, "Kiss me!"

A minute later they heard a truck pull into the driveway.

"If we are going to have a proper fling," he whispered between nibbles on her ear, "we are going to have to find a way to get dad out of the house."

She laughed and pulled away from his roving mouth, straightening her blouse and fluffing her hair hurriedly. "I have to start dinner. You... go look innocent somewhere," she said waving her arms at him.

After dinner and once his dad was safely ensconced in his recliner and watching TV, Michael began helping with the clean-up, finding excuses to be close to her as they went about the work: As she was rinsing dishes in the sink, he came up from behind, leaned against her gently and put his arms around her as he added to the pile. When she bent to get containers from a cabinet, he walked slowly by, trailing his fingers across her buttocks. After a half-dozen 'accidental' contacts, he dropped all pretense of helping, and, as she stood on her tiptoes to put a load of plates into the cupboard, he wrapped her in his arms and began kissing her shoulders and the back of her neck.

"That tickles!" she admonished him, pulling away from his kisses and turning to face him. She tried her stern face. "I'm trying to work here!"

"And I'm helping," he said trying his best to look wide-eyed and innocent while his hands betrayed him by roving over her ass. "You know, a spoonful of sugar and all that? I'm the sugar!"

"You," she replied sternly, "are artificial sweetener! You act all sweet, but you just want to get your hands on my butt!"

"It's not my fault!" he protested. "Look, when I put my hands here," he said, putting his hands on her sides, "my hands get drawn back here." His hands slid along her body and around to her buttocks. "It doesn't matter where I put them," he continued, demonstrating a few more times by placing his hands on her back, her stomach and her thighs, only to have them trace her contours and back to her ass. "It's like your ass is magnetic or something." He was speaking quietly now, inches from her face as his hands stroked and caressed her.

Her breathing was ragged, and her heart raced from the touch of his hands. He had been, to some degree, respectful as he had stroked her midriff and thighs by avoiding her most intimate areas. But now she ached for his touch. She wanted him to lift her breasts, pinch her painfully erect nipples, feel the dampness between her thighs. She kissed him urgently, pushing her body against his, one hand clasping his neck ensuring he couldn't break the kiss, the other wandering down his chest, along his hip and onto his thigh.

Michael had no intention of breaking the kiss and found the insistent hand on his neck sexy and exciting. And when he felt her fingernails raking his thigh, he tightened his grip on her ass and pulled her hard against his groin, rolling his hips slightly.

Ellen felt his manhood growing as he pressed into her tummy. She moaned into his mouth and snaked her hand between them, grasping him firmly through his jeans. Breaking the kiss herself, she pulled back far enough for him to see her lust-filled eyes. "I see what you mean about magnets," she said, rubbing the heel of her hand against his dick and then rejoining their lips.

It was Michael's turn to moan as he felt her hand travel slowly up and down the length of his rock-hard cock, pausing occasionally to cup and caress his balls. Emboldened by her touch, he let one hand roam from her ass and slowly up her torso. He was gentle and cautious, giving her time to deflect his hand if she wanted. Instead, she paused her stroking of his dick for the briefest of moments and yanked his hand fully onto her breast before plunging her hand between them again. He felt the weight of her breast in his palm, her nipple stiff and inviting. Twisting his hand, he caught her nipple between his thumb and forefinger while the rest of his hand lifted, caressed and squeezed her tit. He could feel the texture of her bra through the thin fabric of her blouse and had a sudden desire to rip open her shirt so he could see her breasts straining against the lacey cups. He thought of their Fall Day together, and the show she had given him at the end, and pinched her nipple harder.

She broke their kiss again, whimpering softly, trying to catch her breath but never slowing the stroking motion of her hand. He moaned again, quietly, close to her ear. "Oh, mom!" She shivered, amazed at just how turned on she was. Whether it was despite or because of the illicit nature of their actions, she wasn't sure. Either way, she knew she didn't want to stop until they were both satisfied. Unbidden, her husband sitting in his chair one floor below them came into her mind. She dreaded another interruption.

"Michael," she whispered.

"Hmmm?" he managed between moans.

"Follow me," she said, releasing his dick and taking his hand.

At this point, he would have followed her into a blast furnace, so he offered no resistance as she led him upstairs. She paused and kissed him when they got to his door. "Go get some sweats and a tee shirt on and meet me in my bedroom," she said giving his dick a playful squeeze, "And don't take too long."

In record time, he was standing at her door where she met him wearing her thick terrycloth robe and ushered him inside. He looked at her quizzically when she left the door open.

"We'll have a better chance of hearing your dad coming upstairs. Besides, it'll look suspicious if the door is shut and you're in here with me." Her logic impressed him, but it still made him nervous.

She lay down on the bed and motioned for him to join her. "I wish we had more time and privacy, but this is what we have." Then, looking determined and rolling on top of him she added, "And I'll be damned if I'm going to let you get away tonight without us both cumming."

Before exactly what she had said registered with Michael, she was kissing him hard, her tongue diving into his mouth, and her hand was rubbing his dick through his sweats. Then, as quickly as it started, she broke the kiss and sat up straight. Straddling one of his legs, she began rolling and sliding her hips, driving her pussy against his thigh in time with her groping hand. Her mouth opened and her eyes closed as she gave herself over to the sensation between her legs.

Michael was in awe of her beauty and raw sexuality.

"Grab me, Michael," she panted, "grab my ass."

Obediently he reached behind her.

"No, inside my robe," she said, briefly opening her eyes, smiling and looking unbelievably sultry.

His hand found the edge of her robe and slid up her leg until it found her satin clad ass and began kneading.

"These are the panties I was wearing the night you tucked me into bed," she taunted. "Do they feel as good as you thought they would?"

His middle finger began tracing the crevice between her cheeks. "Better," he breathed.

Her breathing became sharp and erratic as she rode his thigh and immersed herself in the sensation of his hand squeezing and exploring every curve of her ass.

"Did you notice I wasn't wearing a bra that night?" she breathed.

"Yes," he whispered.

"Do you think I'm wearing one now?" She was getting close.

"I don't know."

"Find out, sweetie! Put your hand in my robe and find out!" she gasped.

Michael's free hand pulled the top half of her robe open roughly, exposing one naked breast, then latched onto her nipple, pulling and twisting. His dick lurched beneath her hand as she leaned into him, burying her face in his neck as she moaned and writhed uncontrollably, grinding herself against him as she rode out her long and satiating orgasm. "Ooooh, Michael! Oh, don't stop touching me! Never stop touching me! Oh, god!"

Michael let his hand freely roam her shapely ass, committing it to memory, and doing what he could to assist his mother through her tumultuous orgasm. He even tested the limits of the permissions he had been given thus far and dipped his hand below her waistband, feeling the bare skin of her ass against his palm for the first time. Apparently, it was the right thing to do as she moaned appreciatively and rolled her hips harder against his thigh. Slowly, her moans became less frequent, and her hips moved with less urgency.

After a brief recovery, she lifted her weight off him, smiled in a loving and gratified manner and rolled until she was resting on one elbow, with one leg casually draped over his. Her robe had dropped open, exposing both her breasts, but she made no move to conceal them. Her free hand found its way along his thigh and onto his still throbbing dick.

"You know, I never used to get turned on by guys grabbing my ass," she said, stroking him slowly, "but something about the way you look at me, and my ass, makes me feel sexy."

"You are," he interjected.

"And I want you to touch my ass because I know it turns you on."

"It does."

"And when you're turned on, I get all hot and bothered," she whispered, leaning in to kiss him and rubbing her thumb over the head of his dick, eliciting a moan.

She kissed him a few more times, stroking him all the while, then she sat up and positioned herself next to his hips.

"You've seen quite a bit of me over the past week, but I haven't seen anything of you." She put her hands on his waistband and smiled at him. "May I?"

He nodded and raised his hips, giving her room to slide his sweats down. She took her time, seeming to marvel at every inch of bare skin she exposed. Then she looked him in the eye with a raised eyebrow and a broad grin. "No undies? Were you thinking you'd get lucky tonight?"

He blushed.

She continued pulling the sweats down, exposing more and more of his cock until at last the head appeared and his dick, finally released, flipped upwards, slapping loudly against his stomach. She laughed, then gently ran her fingernails across his scrotum and up his shaft, then, adjusting her hand, brought her thumb around to rub the head. "Oh, Michael, it's beautiful," she cooed.

He was in heaven as she explored every inch of his manhood with her soft hands. Just as he had memorized the shape and feel of her ass, she seemed to be doing the same with him: Lifting his shaft so she could see it from all angles, watching the skin stretch and pull as she stroked him, cupping his balls and running her fingers through his pubic hair. When she seemed satisfied that she had committed him to memory, she let go of him, leaning over him to reach the lotion on her nightstand, and letting him have a long look inside her robe as she did so.

"I'd love to touch you for hours, but we need to get down to business so we're not interrupted," she said kissing him.

She started slow, making sure she thoroughly coated his cock with lotion before increasing the tempo. She used both hands, stroking the shaft with one while the other rubbed circles over and around his cock head, or gently squeezed his balls. Michael had had a few handjobs, but none had been as skilled as this. And the fact that it was this wonderful, intoxicatingly erotic and beautiful woman that he loved with every ounce of his being that was stroking him only added to the sensation. His breathing hastened and his hips churned beneath her loving ministrations.

"Mom!" he warned.

She surprised him by letting go and falling onto the bed beside him, pulling the top half of her robe wide open. "Straddle me, sweetie!"

Michael sat up, and pulled his sweats off one leg so he could get his knees on either side of her, then straddled her stomach as she started her stroking motions again. He reached down and tenderly caressed her breasts, causing her nipples to darken and stand erect. He began to pull and twist the rigid tips, and she stroked him faster in response. She watched as his face began to contort with pleasure.

"It's okay! Cum for me, sweetie, cum on me!" she exhorted.

Michael ground his teeth together to stifle a yell as he came. He felt as if his entire body was melting and jetting across the room. For a long while, all he could do was grunt and pump his hips in a primal motion. Finally, too sensitive for her to touch any longer, he fell forward, catching himself with his hands before he crushed his mother under his spent body. "Oh, mom!" was all he could say.

As he recovered, he noticed the bed shaking beneath him. He looked down between his arms, first noticing his cock was slowly softening and still dripping cum which was puddling between his mother's breasts. Then he noticed that her chest was heaving with silent laughter. She was biting her knuckle to keep from waking the neighbors in her amusement. He watched bewildered until she was able to speak again.

"Oh, sweetie," she said, gasping for air, "It's been a while since I've been with a nineteen-year-old guy. I forgot what it could be like." Her laughter renewed as she shook her hands on either side of her face.

Michael noticed now that his cum coated her chin and nose and forehead. Streaks of it went through her hair and onto the pillows beyond. Her hands were dripping too, as were her tits and torso.

"Oh god, mom, I'm sorry!" He jumped from bed, pulled up his sweats and grabbed a hand towel from the bathroom. She was still laughing as he handed it to her, apologizing profusely.

"Oh, Michael, sweetie, it's okay!" she smiled, "I brought it on myself. Next time, though, I'm wearing goggles."

Michael watched her toweling herself off. She seemed to pay extra attention to her tits, making them jiggle in a pleasing way, and dragging the towel across her nipples. She saw him watching and smiled. "I'm glad you like them. I was worried they might be too saggy compared to the girls you've dated."

He looked her in the eye, then kissed her. "Mom, none of them can hold a candle to you," he said sincerely.

She returned his kiss and they soon found themselves wrapped together, passionately caressing, kissing, nibbling and nipping. She felt his manhood rising against her thigh and broke the kiss to look down. "Already?" Her hand found his cock and squeezed it. "This is going to be fun!" she said grinning at him.

She glanced at the clock on the nightstand.

"I think we've pushed our luck for tonight, though," she sighed. "I need to take a quick shower and change the pillowcases. And you, mister, need to go to your own room."
Michael frowned and leaned in to renew the kiss.

"Nope!" she said, turning her head, "Go on!"

Realizing she wouldn't relent, Michael kissed her ear softly, then whispered, "I love you!"

She looked at him with tears of happiness welling in her eyes. "Go on!" she said again, but more gently this time.

***

Michael had no idea what time his father had come up from the basement, he had fallen asleep as soon as his head hit his pillow. But he hadn't heard any yelling or accusations, and no one had thrown him into the street in the middle of the night, so he assumed his dad had no idea what had transpired between him and his mom.

It was Wednesday again, which meant he wouldn't see her until after her class. And, since there weren't any football games to keep his dad occupied, he wasn't sure he would have any alone time with her. Last week his dad had a few beers before coming home, but there was no guarantee that would be a regular thing. Reluctantly, Michael resolved himself to the idea that a stolen kiss or two might be all they would be able to manage. Feeling grumpy, despite the incredible evening, he pulled himself from bed and got ready.

When he pulled up in front of the house later that evening, his dad's truck sat in the driveway. Michael went inside hoping to find his dad engrossed in a movie. It wasn't to be. His dad was sitting at the kitchen table with his laptop and, based on the stack of papers spread out around him, it looked like he was there for the night.

"Hey dad." His normal greeting sounded flat in his ears, and he worried his dad would hear the disappointment.

"Hey Mike." His dad was just as sullen as he.

Michael's mind jumped to the worst: 'He knows!'

"You good?" he asked hesitantly.

"Yeah, they just threw a bunch of crap on my plate this afternoon. Somebody screwed up an estimate and now I have to sort it out," his dad scowled.

His panic subsided. "Sorry to hear it, dad. Anything I can help with?"

His dad looked up from his computer. "Seriously?"

"Sure!" Michael said, hoping it might work off some of the guilt he felt for wanting to sleep with his wife.

"Would you pick up your mom after her class tonight? She caught a ride with somebody but now they're saying they can't get her home again. I'll forward her text to you with the time and address."

"No problem, dad, I'll take care of it." The evening was looking up.

"I was hoping he would send you!" his mom said grinning and climbing into the passenger seat, "That's why I took an Uber to class tonight," she added with a wink.

Michael laughed, "I'm going to have to keep in mind just how devious you can be. I'm impressed!" He leaned in for a kiss but was quickly rebuffed.

"Sorry, sweetie, but some of the women in my class know I'm married," Ellen said, glancing around, "I don't think they'd believe it if I told them I was married to a nineteen-year-old hunk." Then, seeing the disappointment in his eyes, she squeezed his thigh, "I'll make it up to you later."

With that assurance, Michael perked up and put the car in drive. "You must be hungry, mom, do you want to stop for dinner?"

"Are you asking me on a date?" she asked, now running her fingers lightly along his leg.

"Sort of," he said, indifferently.

"'Sort of?'" she repeated questioningly.

"It's just, this isn't how I imagined our first date to be. I wanted it to be special: A candlelight dinner, catch a show downtown, holding hands as we walk along the Riverwalk, that kind of thing. Not stopping for a sandwich and rushing to get home because dad'll be suspicious otherwise."

Ellen was quiet as she mulled over Michael's words.

"Did I upset you, mom?" he finally asked.

"No, not in the least," she said quickly, "I guess I never thought about the possibility of us going on a real date. I thought you'd want to keep 'us' behind closed doors. And I love the idea of going to the theater and holding hands in public."

Michael heard her sniffle softly.

"Mom, if I could, I'd shout from the rooftops that I've met the most incredible, beautiful, wonderful woman in the world," he replied, taking her hand in his.

Her sniffling became more frequent and louder and she stole her hand back to dig in her purse for a tissue. She dabbed her eyes and wiped her nose and took a few calming breaths before smacking him sharply on his arm. "Dammit, Michael!" she exclaimed, half laughing, half crying.

"What?! What did I do?"

"You're always ruining my make up!"

Ultimately, they decided on Thai for dinner. Ellen had been wanting to try the restaurant for a while, but her husband wasn't big on Asian food. It wasn't candlelit, but they could sit instead of ordering at a counter, and it was far enough from home that they could hold hands without worrying about being recognized. Michael refused to allow her to call this their first date, however, insisting that he was going to do their first date right.

When they finally got home, Michael's dad was still at the kitchen table digging through the spreadsheets. Ellen gave him the burger and fries he'd requested after they offered to bring something home and kissed him on the cheek. Michael felt a twinge of jealousy, then anger with himself for being unreasonable.

"How late are you going to be working, honey?" Ellen asked.

"Not long," his dad replied sighing and looking at his watch, "Forty-five minutes tops."

"Okay," Ellen said, rubbing his shoulders, "I'm going to take a shower and go to bed. Come up when you can."

She caught Michael's eye as she turned to go. Michael nodded subtly.

"I really should get to bed too, dad. I have an early class tomorrow."

"Mm-hmm."

Michael followed his mom upstairs and into her bedroom.

"Half an hour isn't long enough to do anything, Michael," she said quietly but firmly, and before he could reach for her. "And believe me, I want it just as badly as you do."

"So, what are we going to do?"

"Will you behave yourself?" she asked, studying him carefully.

"Honestly? I don't want to, but I can."

She smiled. "Then I'm going to get undressed so I can jump in the shower as soon as we're done, and you, mister, are going to massage my calves. You've been shirking in your duties lately."

She leaned in to quickly kiss him, and his hands moved to pull her tight.

"Nope!" she said, wriggling out of his arms and stepping back. "I told you to behave."

Michael began to protest but withered under her gaze.

"That's better." She turned her back to him and, lifting her hair, said, "Undo me."

He found the zipper to her dress and slowly pulled it down her back until the top of her panties showed. Shrugging her dress off her shoulders, she let it puddle at her feet, then, still facing away from him, bent at the waist to pick it up, relishing in his amorous moan of, "Oh, mom!"

She had worn the black lace thong specifically for him. Her only wish was that they both could have enjoyed the moment longer.

Straightening up, she walked to the bed, draped her dress over the footboard, then undid her bra and placed it with her dress. She lay down crossways on the bed, as she had the first time he had touched her bare legs, and casually pointed to the nightstand. "The lotion is over there."

Michael tried to maintain his dignity by not running to the nightstand. From his mother's smile when he returned with the lotion, he wasn't sure he had been as dignified as he had intended. Regardless, he kneeled beside her feet and brought his now slippery hands to her right calf. She sighed softly as he started working the muscle and let her legs relax. Her knees parted wide, and she was rewarded by another moan from her son.

"You make me feel beautiful, Michael," she said in a soft voice, her fingers lightly tracing figure eights on her tummy.

"You are beautiful, mom," he responded hoarsely. His mouth had gone dry.

Ellen blushed, unsure whether it was his heartfelt compliment or her scandalous exposure to him that caused it. Her fingers dipped lower on her stomach, finding the elastic of her thong and slipping under the delicate fabric ever so slightly.

From his vantage point, Michael could clearly see her pubic hair through the fine mesh of her panties. The sides were shaved, or maybe she never had hair there, but she had a triangular patch above her labia that looked natural. The gusset of her panties hid her most intimate places, but he could see the outline of her lips against the fabric. He thought he could also see a damp spot growing in the vee.

"We don't have much time, sweetie. Why don't you do my other leg now."

Her voice broke his reverie. She was sounding a little hoarse herself.

As he switched calves, he watched her hand dip lower into her panties, running through the thatch of hair then moving further down and making tiny circles. While he couldn't see it directly, he knew she had found her clit. He moaned again, eliciting a smile and sigh from her. Her fingers circled faster, while her other hand found a nipple and pulled. He felt and incredible urge to help her over the edge, to make her scream his name in pleasure, to feel her cum over and over again. Had she not admonished him to behave, Michael would have torn the thong from her hips and shoved his tongue deep inside her. Unable to do that, he leaned forward and kissed the insides of her knees.

Ellen could feel his hot breath on her legs, the brush of his tongue on her skin. She wanted him. She wanted to feel his weight pressing down on her as his hips moved between her legs. She wanted to feel his cock sliding deep inside her, filling her up until his pelvis mashed against her clit. She had thought that their intimate touching, pleasuring each other without fully crossing the line, would be enough. But at this moment, she knew it was inevitable. They were going to make love. Because they were in love. Because that was what lovers did. And because she wanted him.

Without warning, she sat up, pulled her fingers from her panties and grabbed his head with both hands. Michael was startled by her sudden change and leaned back. She slid off the bed and got on her knees, straddling his legs. She kissed him hard, with a passion that seemed equal parts desirous and angry. He found himself riding out the kiss rather than fully returning it. He didn't have the well to draw from to match her intensity.

Then it ended as suddenly as it had begun. His mom pulled back from him, tears rolling down her cheeks. She cradled his face in her hands briefly, managed a smile and sighed. "I love you, sweetie, but you have to go. Your dad could come in at any moment." She stood. "I'm sorry I'm such a mess tonight. I hope I didn't ruin your evening."

She held out her arms invitingly, so he stood and drew her tightly to his chest. She coaxed his hands down her back until they were firmly cupping her bare ass. "Just know," she whispered in his ear, "that I will be thinking of you when I use the shower head to make myself cum." She nibbled on his neck, slipped from his arms and sauntered to the bathroom with a sway in her hips.

Michael was in the hall headed to his room when he heard the water flowing to her shower. He quickened his pace.

***

The fates conspired against them over the next few days. Between work, school, and Michael's dad, they were unable to find time alone to do more than flirt. Michael was surprised and delighted, however, that the flirting was not nearly as lopsided as it had been. His mom had taken to flashing her lingerie at him, running her hands over his butt, and even grabbing his cock through his jeans when the opportunity presented itself. And when Michael snuck in a kiss, or cupped her ass, she no longer admonished him. She would fall into his arms instead, matching and encouraging his kisses, and leaning into his caresses.

As exhilarating as it was, they were both on edge by Saturday. Hands and shower heads could only go so far to relieve the tension that had built between them. That evening, Michael had Ellen pinned to the wall in the upstairs hallway, having 'accidentally' bumped into her as she was leaving her bedroom, and was kissing her neck and pinching a hardening nipple through her blouse, when she asked about his plans for Sunday.

"Doing more of this," he said, without pausing and wondering why she would bother asking.

"Well, what if I told your dad I was going shopping then parked around the block, walked home and snuck into your room?" she asked breathlessly, grinding her hips against him.

As intent as he was in his activities, her suggestion made him stop for a moment, caught up in the possibilities, before attacking her with renewed vigor. "If you 'leave'," he said, emphasizing the quotation marks with two quick tweaks of her nipple, "just as the game is starting, we'd have at least two or three hours together."

"Mm-hmm," she whispered between nibbles on his earlobe, "and think of all we could do in in two hours."

His mouth left her neck and found her lips. He kissed her intensely, causing her heart to flutter. No man had ever made her feel so desired, so needed, so craved, or so loved. All too soon, he broke the kiss, leaving her leaning against the wall in confusion: He had seldom been the one to break a kiss. "Where are you going?" she asked, feeling somewhat abandoned.

He turned, looking as if he might do cartwheels down the hall. "I have to straighten my room, and wash my sheets, and vacuum my floor, and find some air freshener, and..." he said, ticking each item off on his fingers as his list of chores lengthened. When at last he came to the end of his list, he shrugged, smiling, and started towards his room. He had gone all of two steps when he came dashing back, lifting her off her feet and spinning her around, nearly causing her to squeal. He kissed her one more time, adoringly, before setting her down again and running to his room.

His giddiness was contagious, and Ellen found herself dancing down the hallway.

Sunday morning after breakfast, she caught him alone for a minute and whispered in his ear. "White satin or black thong?"

He took no time in deciding. She was stunning in a thong, but her white satin panties would always have a special place in his heart. He told her as much. She was a bit surprised, but very, very pleased.

His dad was settled in his recliner, snacks on the coffee table, a cooler of beer on the floor beside him and the game turned up loud, when Ellen kissed him on the cheek and said she would be back in a while.

"Sounds good," he replied, not looking up from the game.

Fifteen minutes later, Michael got her text: 'Watching the game?'

'Yep'

They had established a cardinal rule early on that nothing romantic was to be put in writing: No notes, no texts, no emails, no journal entries, and absolutely no love letters. When he had agreed to this rule, Michael had thought it would be a cinch. As their relationship grew, however, and he couldn't shout from the rooftops what a wonderful woman his mother was, it became harder and harder to adhere to. He felt like a balloon about to pop, his only release being those moments when he caught her alone and could whisper in her ear how beautiful she was, how he dreamed about her, how he adored her.

Ellen had at first brushed off his comments as the ramblings of a perpetually turned-on nineteen-year-old boy trying to get his hands on her assets. Then she noticed that he was most effusive when he was simply sitting close to her, or holding her hand, or looking into her eyes; and she realized he was expressing himself honestly, baring his unfiltered feelings for her to see. There were moments, if she was being wholly honest with herself, when she was frightened by his adulation. So many things could go wrong in so many ways. How many people would abandon them if they found out? What scars would they both have when this affair had run its course? Would he be better off in the long run thinking this was just a fling to her, or should she bare her heart to him as well?

When she received his text, however, she was not thinking of anything beyond her pounding heart. In keeping with their cardinal rule, her response was innocuous:

':)'

He met her at the door and quietly ushered her up to his room.

She was impressed with the job he had done cleaning. The bed was neatly done, the floor was clean, his shelves and desk were uncluttered, and there was a pleasant smell - like fresh linen - neither too floral nor too 'chemical-y'. Then she noticed he had hidden away the things that had made this a boy's room. His Lego sets, model cars and action figures had all disappeared. She was sure other things were missing too, but she couldn't remember everything that had adorned his walls and shelves just the day before. Deep inside she felt a sense of loss. He was young once more, staring at her eye-to-eye with his goofy grin, so proud of his recently acquired height, and she knew he would never be her little boy again. She heard the door softly shut behind her and was wrenched back to the present.

Michael stood beside her, watching her survey the room quietly. He wished he could read her mind. "Is it okay, mom?" he asked, seeking reassurance, "Did I miss anything?"

She looked at him, smiling. "No, it's perfect," she said, leaning in for a kiss. And it was because he was her man.

Neither of them was certain what to expect in those first few minutes. The sexual tension that had built between them over the past few days was palpable. Ellen wouldn't have been terribly surprised, or terribly disappointed for that matter, had he torn open her blouse, ripped away her jeans, thrown her on his bed and had his way with her. For his part, Michael didn't know whether to expect the fiery, I-want-you-now lover he had seen on several occasions, or the tender, cuddly and sensitive woman that felt more like the mother he had known all his life. The kiss felt more like the latter and he took her lead.

Although their lips and tongues were familiar now, having long ago learned what each other liked, there was a sense of anticipation that permeated this kiss, making it new and exciting. It had started slowly, a tender brushing of their lips against one another, a brief meeting of their tongues, a gentle nibble. It quickly became impassioned and breathless.

Their hands mimicked their mouths, their touches, almost chaste at first, became urgent and bold. Michael's hands found her ass, as they were wont to do, pulling her tight against him while simultaneously cupping, caressing, and massaging her most erotic feature. Ellen whimpered at his touch, and at the sensation of his cock pressing against her stomach, growing and stiffening.

"Do you want to sit on the bed?" she asked, breathlessly.

He nodded and released her from his grip. She took his hand and led him across the room. They sat hip to hip, shoulder to shoulder, and gazed into each other's eyes blissfully. Michael put one arm around her, a hand resting on her waist. His other hand caressed her cheek. She took his hand, kissed his palm and each finger in turn, then returned her mouth to his. As they kissed his hand drifted down, tracing the line of her neck, over her clavicle and onto her breast. She broke the kiss just long enough to tell him she was wearing the same bra as she had on Fall Day, eliciting a moan from him. She felt warm all over knowing that she could cause such a visceral reaction in him with only a memory. He pinched her nipple and felt it stiffen between his fingers.

Ellen's hand went to his knee, then, moving slowly, she traced her fingers along the inside of his thigh and over his groin. Using only her fingernails, she teased his cock through his jeans, marveling at how hard he was for her. She smiled through their kiss when she touched the head of his cock and felt it jump. "Do you like that?" she whispered in a husky voice, running her fingertips over his most sensitive spot.
"Mmmm," was all he could manage, his mouth now occupied with nibbling and sucking on her earlobe and neck. She shivered.

He leaned into her, intimating that she should lie back. His body followed hers as she did so. Ever being thoughtful of her, he took most of his weight on his arms, but he let his hips and chest settle against hers. She put her arms around his back and pulled him tighter as his kisses continued. He seemed enamored with her throat and cleavage, taking his time to explore every inch of her exposed skin with his lips. He kissed down until he reached the top button of her blouse, then slowly made his way up to her neck again. This repeated several times before she realized his dilemma.

"Oh, sweetie, it's okay. You can unbutton me."

Until this moment, she had always undressed for him. Whether it was from shyness, which seemed unlikely how often he had grabbed her ass without hesitation, or out of respect, he had wanted her permission to take things further.

Permission granted, he resumed his trek downward and shifted his weight to free a hand. He took his time undoing her blouse, continuing to caress her with his lips as he went. When her belly button was exposed, he nuzzled it, ran his tongue around and into it, and proclaimed it the cutest belly button he'd ever seen. She chuckled appreciatively.

When the last button had been undone, her blouse fell open around her midriff. With a little effort from his hand and teeth, Michael spread it open the rest of the way, exposing her breasts cupped in the lacey white bra that had been seared into his memory, and an expanse of soft skin from her stomach to her shoulders. Ellen felt as though she was being worshipped as his mouth and hand continued their exploration of her torso.

When his kisses reached her bra, he paused. She understood immediately this time. He was in new territory again. He had touched her through her shirts and caressed her bare breasts when she had asked him to, but he'd never removed her bra or kissed her nipples. She was about to speak up when she felt his hand following the strap of her bra to her back. She rolled to her side giving him better access. After a brief struggle, he unsnapped it and helped her wriggle out of both her blouse and bra, then resumed teasing her nipples with his fingers, mouth and tongue.

It had been eighteen years since he had last latched his mouth onto her breast, and then it had been for an entirely different purpose. Nonetheless, she found herself cradling his head and relishing their intimate connection just as she would have then. When she felt his teeth being drawn along her nipple, she trembled and pulled his head tighter to her.

It may have been five minutes, or it may have been five hours, so lost was she in the sensation of his loving attention but, eventually, she felt his hand drift down over her ribs, past her belly button and begin tracing the waist of her jeans. His pinkie was being so bold as to occasionally dip below the denim in search of the satin panties she had promised to wear for him. She wondered at her body's reaction to his touch: Her heart pounded, her breathing was ragged, her nipples ached, and her panties were soaked. She felt as if she was a teenager again and about to lose her virginity.

Michael's mouth left her breast, and he sat up on his knees, placing his hands on the top button of her jeans. "May I?" he asked, sounding cheeky as he used her words from the week before.

"Michael," she said in her most sultry voice, "You have my permission to undress me, kiss me and touch me anywhere you please. I want this every bit as much as you do."

She felt a tremor pass through his hands, and then he was undoing her pants and drawing them down her legs.

Michael ran his hands down each of his mother's legs to free her from her jeans. He savored the touch of her the silken skin and cherished the legs that had been the genesis of all that had transpired up to this moment. She lay in his bed wearing only her satin panties, the grandest artwork ever created. His heart welled in his chest, and he was overwhelmed with emotions. Love, lust, elation, panic, bliss and worry all fought for domination, until he fell onto the bed beside her and pulled her close and kissed her deeply. He wanted to tell her everything he was feeling but his mind wasn't up to the task and all that came out was, "You have no idea what you do to me."

Her fingers combed through his hair. "Good things, I hope," she smiled.

"The best," he said returning her smile.

She ran a hand down his back until it rested on his buttock, then she pulled back. "Things are a little lopsided here don't you think?"

He looked at her, confused.

"I'm practically naked, and you have everything but your shoes on!" She tugged at his shirt and looked stern. "No more playtime for you, mister, until you lose some clothing!"

Ever the good son, he immediately set to getting undressed, going one better than her and dropping his underwear over the side of the bed too.

"Better?" he asked.

"Mm-hmm," she responded, bringing her lips to his and wrapping his cock in her tender hand.

They lay face-to-face for a long while, allowing their hands to roam and their legs to intertwine, while their lips remained locked together. Then Michael nudged her onto her back, slipped between her legs and began kissing down her body again, paying special attention to her breasts and her tummy before stopping short of her panties. Ellen's hips were rolling gently upward, eager to feel his touch between her thighs. This was wholly uncharted territory for them both. He had neither seen nor touched her most intimate places, not even through her clothing, at least not with his hands. He kneeled between her legs and took hold of her panties. She lifted her succulent ass from the mattress, allowing him to pull her panties over her hips, then lifted her legs together, resting them on his shoulder, allowing him to slide them the rest of the way off. He dropped them with his underwear, and she spread her legs wide, fully exposing herself to him.

To her surprise, he scooted away from her, further down the bed, so that his face was near her ankles. She had thought the foreplay was over, that he would lay on top of her, and drive his cock deep inside her, but Michael had other ideas. He began kissing his way up her legs, taking his time as he had done before on his way down her torso. He started with her feet, moved slowly over her ankles, calves and knees. When his mouth reached her thighs, his kisses became more passionate, lingering long moments before moving closer and closer to her pussy, until he was kissing just to either side of her labia. She could feel his warm breath on her lips as he teased her mercilessly. He nuzzled the thatch of hair above her clit. He brushed his lips across her with the lightest of touches. He ran his tongue in small circles on either side of her opening. Then he slowly let his hands drift upwards until they cupped her breasts.

Ellen's hips rose and fell, desperately searching for his lips or tongue, or his chin, or his cheek or nose. Her desire for his touch burned fiercely. Her hands clutched at the sheets. He could see and smell her arousal, and it made his cock throb. When neither of them could hold back any longer, he took her nipples between his fingers and thrust his tongue between her lips. He was immediately enamored with her taste and set about seeking out more of her wherever his tongue could reach. She let go of the sheets and grabbed his hair, pulling his tongue deeper into her pussy as her hips bucked hard. She held him tight against her, feeling his tongue alternately lapping at her opening and pushing into her.

As incredible as it felt, she needed more. She coaxed him up to her clit pleading him to lick her there. Michael ran his tongue around and over her clit, delighting in the sighs he was able to elicit from her. Then, feeling her tensing as her climax approached, he took her clit into his mouth and gently sucked while his tongue flicked rapidly across it. Her legs suddenly stiffened as she pushed up against him one more time. Michael grabbed her hips and held on tight. Her ass was hovering above the bed and her legs were trembling as a long, guttural moan issued from her throat. "Oh god, yes! Don't stop! Ohhh! YES!"

At last, fully spent, her hands dropped from his head, and she collapsed onto the bed, pressing her thighs tightly together to protect her now sensitive clit from any more stimulation.

"Mom?" he said softly when she seemed to be coming back from the alternate dimension to which her orgasm had transported her.

"Mmmm," she replied, her eyes fluttering open as she mentally drifted down to his bed, her face glowing.

"Was that okay? I mean, you seemed to enjoy it..."

"Mm-hmm!" she interjected eagerly.

"...but I want it to be perfect. I'm not fishing for compliments or anything, I just want you to love being with me, the way I love being with you. And you're just so incredible, and the way you make me feel..."

Laughing quietly, she placed a hand over his mouth. She had come to recognize his stream of consciousness speech that accompanied his attempts to express his innermost feelings and desires.

"Sweetie, you were fabulous. I don't know whether it was the anticipation or your sheer enthusiasm but whatever it was more than made up for any lack in technique." She shivered and pulled him close as she recalled the tremendous orgasm he had just given her.

"Enthusiasm?"

"Oh, Michael, it's been years since your father has had any passion for going down on me. And when he does, he seems to think it's just something he has to do to warm me up for the 'main event'."

"Mom, I loved it! I didn't know what to expect but I love the way you taste, and the way your hips moved, the intimacy of it! I'd love to do it again!" He waggled an eyebrow and his voice deepened seductively, "How about now, babe, can I go down on you again?"

She laughed loudly, her delight overwhelming her fear of discovery, as he started kissing between her breasts and down her stomach.

"Nope, nope, nope!" she admonished him, grabbing his head and pulling him back up until she was able to give him a ferocious kiss. She stroked his jaw tenderly as the kiss ended. "Besides, I need time to recover."

Michael smiled and lay down next to her, letting his hand wander as he kissed her shoulder. She luxuriated in his touch. It wasn't overtly sexual, he seemed to be consciously and considerately avoiding her most sensitive places. Instead, he was treasuring their closeness. He was expressing his happiness in the moment and his love for her through his caress. She rolled on her side so they could be face-to-face. He pulled her close, wrapping his leg over hers.

"A moment ago, you said you didn't know what to expect when you went down on me. Is that because you know women are different in the way they taste and smell, and in the way they like to be touched? Or," she gazed into his eyes and cradled his face in her hands, "was this your first time kissing a woman down there?"

"Both," he said quietly.

She brought her mouth to his, letting her tongue brush his lips and dance with his tongue as he responded.

"So, does that mean," she continued tenderly, "if we were to make love now, I would be your first?"

Ellen was unsure what she wanted his answer to be. A large part of her cherished the idea of being his first, teaching him to be a kind and thoughtful lover, loving him unconditionally as only a mother could, knowing that his first partner would never break his heart, never leave him for another. But there was a voice in the back of her mind telling her this was wrong. His first time should be with someone he could take on dates, hold hands with without drawing scandalized looks, kiss whenever he liked; someone he could be with for the rest of his life should he choose.

Michael nodded almost imperceptibly. Her heart did a backflip.

"Oh, Michael, are you sure you want your first time to be with me? There are so many girls out there who would love to be with you..."

"And none of them are you, mom," he interjected, "You are the one I love. You are the one I want to be with."

Her heart did a full floor routine and stuck the landing, squarely in her throat. She nodded vigorously, unable to speak, and bit her bottom lip, her face a mixture of concern and desire.

He rolled her onto her back and lifted himself up to move between her legs, but she put a hand on his chest. "Wait," she said huskily, "I want you to touch me first."

He moved to her side, placed his hand on her tummy and kissed her. "Where?" he asked in a whisper.

"Anywhere you like, but eventually I want to feel your fingers inside me. It'll help get me ready to have something much bigger inside me," she answered tugging on his cock and smiling, "Be gentle to start with, I'm still sensitive."

Rejoining their lips, he moaned as her hand started stroking him. Once more following her lead, he let his hand drift from her tummy and through the enticing patch of hair until he was gently cupping her pussy. He could feel the heat emanating from between her legs as he began to move his fingers in small circles, being careful to not tease her clit or dip his fingers inside her. It was her turn to moan.

Michael continued his ministrations until he felt her hips beginning to thrust upwards to meet his hand, and her moans became more frequent. Feeling bolder, he dipped his middle finger between her folds and was rewarded with a squeeze on his cock head. He felt his finger becoming slippery with her juices and carefully pushed it further inside. Her hips bucked. After a dozen strokes, he withdrew his finger until it was just within her lips. He then placed his ring finger between her lips and drew small circles around her opening until it too was well lubricated. He slid them both into her as deep as they could go. She whimpered and gently bit his lip. He began pumping his fingers into her rhythmically, resting the heel of his hand above her clit. Her hips rolled in time with his fingers.

After a minute or two his curiosity got the better of him and he moved to add his forefinger to the other two thrusting into her now soaking pussy. She felt his fingers spreading her lips wider and reluctantly took hold of his wrist, pulling his hand up.

"I'll let you do that another time, sweetie, but if you do it now, I'll cum again and I want you inside me when I cum," she said breathlessly and spreading her legs in invitation.

Michael lifted his body over hers, and lowered himself, taking the weight of his upper body on his elbows, until he felt his cock pressing against her. Feeling him moving his hips up and down and side to side, trying to align his cock with her opening, Ellen reached between them, took hold of his cock and rubbed it between her lips, lubricating the tip, before lining him up properly.

"Go slow at first, let me get used to you," she said removing her hand and wrapping her arms around him.

He leaned forward, pressing against her until the head of his cock slipped inside. They both gasped at the sensation and at the realization of what they had both been longing for. He held still for a moment, savoring the tightness and warmth that was gripping him, then pushed further inside. He dipped another inch or two inside her, then slowly withdrew before pushing forward again. A half dozen strokes later, some deeper some shallower, he was fully inside her. He kissed her fervently as she held him tight against her.

When at last the kiss ended, he pushed himself up so that he could look into her eyes. She looked blissful, her eyes were bright, and her smile shone. She nodded her head and pulled on his hips slightly forward before releasing them. He started pumping into her, letting her set the tempo with her hands, and marveling at the feeling. She kept that pace slow at first, hoping to make their first time last a little longer, but she soon gave in to her desires and pulled him in hard and fast. Then, abandoning all pretense of controlling the pace, she let go of his hips and wrapped her arms around his neck, pulling him down until she felt his weight pressing her into the mattress.

"Michael," she said in a moment of clarity, her mouth against his ear, "When you cum, don't yell 'mom'. If your dad hears us, I want him to think you're with a girlfriend. Understand?"

He grunted in agreement and picked up the tempo, causing her to let out a loud, "Oh, fuck yes!" She bucked her hips hard against his, her head thrashed in the pillows and her toes curled. "Fuck me! Oh my god, yes! Don't stop! Oh, fuck, don't stop! Cum inside me! Oh, fuck, fuck, fuck, FUCK!"

He had only ever heard his mom swear in anger before, and even then, never had she uttered 'fuck' in his presence. Rather than being taken aback, he found it only turned him on more. He felt powerful knowing he could give her so much pleasure. Hearing her lose control and feeling her writhe beneath him pushed him over the edge. He slammed his full length into her as his entire body stiffened. Load after load pumped deep into her as he grabbed her shoulders and held her tight, roaring into the pillows. His toes dug into the mattress as he vainly tried to push himself even further into her pussy. The feeling was incomprehensible, uncontainable. Had she not warned him against it, he was sure he would have shouted, 'MOM!', and proclaimed his love for her at the top of his lungs. Wave after wave crashed over him, until he was beaten and bedraggled, gasping for breath and nearly too weak to move. Not wanting to crush her, he used the last ounce of his strength to roll to one side before collapsing.

She curled up next to him, her head on his shoulder, one leg draped over him, her hand on his chest, and they both fell into a heavenly sleep.

Michael woke twenty minutes later, carefully extricated himself from under her limbs and covered her with a blanket before quietly slipping to the bathroom. When he returned, he marveled at the beautiful woman in his bed. 'Age cannot whither her, nor custom stale her variety.' The words came unbidden into his head as he studied his sleeping mother. Shakespeare had always seemed beyond his comprehension, but he felt now that he understood at least this masterful sentiment.

He glanced at the clock and, as carefully as he had left it, climbed back into bed and snuggled tight against her. He heard her sigh and felt her press closer to him as he wrapped her in his arms. He didn't know when they would next have time to be together, but she was his for the next hour. And he was hers forever.

Waking Up to Ellen Ch. 02

Mother and son discover more about one another.

Author's Notes

I want to offer a sincere thank you to all of you who provided me with the encouragement to continue this story. Your comments made all the difference.

This is the second of three (anticipated) chapters. If you haven't read the first chapter, I hope you will. In brief, the story is about Michael who discovers his mother is everything he wants in a woman, and Ellen who discovers her son's love, and is torn between her love for him and what the world would tell her to do. (Spoiler Alert) After a few trials and tribulations, Chapter One ends with Michael losing his virginity to Ellen.

Chapter Two starts the day after.

As before, constructive criticism is welcome.

***

***

Monday evening Michael studied on campus with a few of his classmates before heading home. Midterms were coming up and, with his lack of focus over the past couple weeks, he was feeling uneasy about the pending exams. If he was being honest with himself, he was also a bit uneasy about being home alone with his dad, given the events of the prior afternoon. He was hoping his dad would be engrossed in football by the time he got there. Parking in his usual spot in front of the house, he noted his dad's truck in the driveway, grabbed his backpack, and headed inside. There was a light on in the kitchen, but the rest of the house was dark. Michael could hear the play-by-play coming from the television in the basement and, realizing he had been holding his breath, he let out a sigh of relief.

Threading his way through the unlit living room to the kitchen, he sat down at the table, pulled his books and laptop from his bag and settled in. As much as he wanted to avoid seeing his dad, his desire to be with his mom was irresistible. Studying in the kitchen ensured he would see her, and maybe they would have a little time alone before the game was over. For that, he was willing to risk an encounter with his dad.

He glanced at the clock on the microwave. She would be home in thirty minutes or so. He pulled up the syllabus for his Economics in Action course and tried to focus, but his mind kept drifting to the prior afternoon when he lost his virginity to one of the relatively few women on the planet to whom he truly shouldn't have. All the same, the few hours they had together were the best hours of his life. Michael was head-over-heels in love with his mother and, although she hadn't said as much, he was reasonably certain the feeling was mutual.

After a while of staring blankly at the words in front of him, it became clear he wouldn't be getting any studying done so, stashing his books away, he examined the contents of the fridge. His mom would be hungry when she got home, and he felt an overwhelming desire to make her happy.

***

Thirty minutes later, he was pacing the kitchen, his mind racing: 'How should I greet her? How do you say hi to someone you just made love to for the first time? Is she okay with what we did yesterday? Does she regret it? If she regrets it, can I change her mind? Should I try? What if she wants to make love again? Is my room ready? Am I ready? I should take a shower and shave. But I don't want to look desperate, especially if she wants to put a stop to things. Do I have any mints? Maybe I should offer to massage her legs. Maybe she'll want me to take the lead. But what if I come on too strong? I don't want her to think this is just about sex! What if... What if... What if...'

The garage door rumbled open. Still unclear just what he was going to say, he moved to the mudroom fidgeting uncontrollably. And then he saw her.

In that moment, his anxieties were quelled and, right or wrong, he had no choice but to follow his heart. He wrapped her in his arms and lifted her, spinning her around twice before gently setting her down. Beaming, he looked into her eyes. She was radiant. He leaned in to kiss her and she returned his kiss with a fervor. There was no pretense of caution in their embrace, it was ardent, joyful, loving. Michael held his mom tight, thrilling to her soft curves pressing against him. Ellen reveled in his passion. No man had ever been so amorous, so emotionally open, so clearly ecstatic to see her.

When at last the kiss ended, she leaned back in his arms. "Wow! What did I do to deserve that?" she asked, smiling broadly.

"Everything," he answered, "and nothing at all. You should be greeted like that every day just for being you, mom."

Ellen kissed him again, hard, then extricated herself from his arms. He glimpsed tears welling in her eyes before she turned and led him into the kitchen, still glowing from his welcome. Her voice cracked slightly as she asked, "How much longer will your dad be?"

Michael quietly went downstairs. When he came back from the rec room, his mother was looking composed and digging through the cabinets. "It's the beginning of the third quarter. With all the time outs and first downs he'll probably be down there for another hour or so. Longer if he watches the post-game. And don't bother looking for something to eat, there wasn't much here so I ordered from our Thai place."

"Oh, sweetie, thank you!" She cupped his face in her hands and gave him a peck on the lips. "Our place? I like that!"

***

The conversation over dinner was lively. When he was younger, he hadn't appreciated how knowledgeable his mother was. Now, he felt he could listen to her all night. After the last of the sticky rice had been eaten and all take-out boxes had been cleared, Michael took her hand and gently kissed her fingers one by one. Kissing her pinkie, he paused and stepped back, looking her over. "Mom, I totally forgot! How are your feet?"

"Honestly? They feel pretty good. I think I'm finally developing some callouses." She proudly lifted a foot to show him.

"Well, what about your calves? If I can't pamper your feet, can I at least massage your calves?"

"Mmmm, that would be nice," she answered, smiling and nodding.

Grabbing a bottle of lotion from beside the kitchen sink, he led her into the living room. Ellen settled on the couch with Michael kneeling at her feet. He rubbed his hands together to warm them up and coat them thoroughly with lotion, and then began working on her leg. He started at her ankle and moved slowly over her calf and up to her knee, being careful to avoid her ticklish spot, then worked his way slowly down again. After three or four passes, he added more lotion to his hands and switched legs, repeating his motions.

Ellen quickly relaxed under his ministrations, laying her head back and sinking deeper into the couch. She knew he enjoyed touching and looking at her legs, and she did nothing to discourage him. Unlike the first massage he had given her, she let her legs relax, unworried about what he might see. And when his hands wandered above her knees and below her dress, she didn't protest, delighting in his attention instead.

Michael was in heaven as he worked her thighs. He truly wanted to give her a real massage, working out the knots and relaxing her muscles, but he couldn't help but get turned on as his hands moved higher with each pass. He could feel the heat emanating from between her legs as his hands came within an inch or two of her panties. His mom's legs spread wider, and she moaned as the side of his hand lightly brushed against the satiny gusset covering her womanhood. He worked her upper thigh for ages, rhythmically pressing into her pussy over and over until her hips started to roll in time with his hands. Not wanting her to cum just yet, he stopped and moved to her other leg, massaging slowly up from her knee. He heard her whimper softly. By the time his hands were brushing against her panties again, she was soaked, and her hips were bucking uncontrollably, desperate for contact.

Michael was on a mission now, and it didn't involve letting his mother rub one off against the side of his hand. With his hands still beneath her skirt, he let go of her thigh and grabbed onto her hips.

"Michael!" she breathed plaintively, not wanting him to tease her any further. Then she felt him pulling her forward until her ass was on the edge of the couch and her skirt was bunched around her waist. "Sweetie, what are you... Oh my god!"

Reaching around, Michael had pulled the gusset of her panties aside and latched his mouth onto her drenched pussy. Ravenously, he shoved his tongue as deep inside her as he could, relishing her taste. He wrapped both arms under her thighs, supporting her legs on his shoulders, to give himself better access. She grabbed the back of his head and pulled his tongue tight against her as her hips began to shake. Shifting her weight, she brought his mouth up to her clit, drawing a sharp breath as his tongue flicked it mercilessly. Then he sucked it into his mouth, pushing her over the edge.

Ellen threw an arm over her mouth to muffle her cries of pleasure as he worked her clit relentlessly. Her body jerked as each wave of her orgasm rolled over her until she could take no more and collapsed back onto the couch. Michael had a death grip on her hips and kept his face buried between her thighs, gently nibbling and kissing her labia and the hood of her clit as she slowly came down to Earth. Laughing, she put her hand on his forehead and pushed him back. "No more, sweetie, please! Oh my god, no more!"

With one final kiss, he backed off and smiled up at his mom, "Okay, you've got five minutes to recover, then I'm doing that again!"

"Mmmm, I appreciate the enthusiasm, but I'm going to need five days to recover from that one!" she said, lifting her legs from his shoulders, pulling her skirt down and stretching out on the couch.

"Ten minutes, and that's my final offer!" He put his hand lightly on her stomach and started tracing circles with his fingers towards her pussy.

She rolled onto her stomach, laughing. "Nope, we're closed for business. You'll have to come back another day."

Michael went quiet and let his hand drift over her perfect ass, gently caressing her through the skirt.

A moment later, she lifted her head and looked at him, concerned. "Are you upset?" she asked tentatively.

Michael was jerked out of his reverie. "Huh? No, not at all!"

"You got quiet awfully quick. Are you sure nothing's bothering you?" She looked at the bulge in his pants. "Did you want me to do something for you?"

"Well, yeah, if you don't mind."

"Of course, sweetie!" Ellen started to roll over and get up, but he gently held her in place.

"Mom, you know how beautiful you are to me," he said softly.

She smiled and blushed. "Yes."

"And you know how much I like, um, certain things about you." His hand cupped her buttock suggestively.

She blushed harder. "Yes..."

"Well, it's just that," his voice was hoarse, "I've never really seen it, without clothing or panties that is. I mean, I've gotten glimpses, and when you wore that thong, oh my god, but I was wondering..."

"You want to see my naked butt?" she laughed.

"Yes," he whispered.

"Oh, sweetie, I don't quite understand your fascination, I never thought it was my best feature, but you can look if you want." Ellen relaxed, resting her head on her arms and wiggling her ass against his hand. Her motions drew a long, low moan from him, causing her smile to widen.

Standing up, Michael slid his hands down the back of her legs to the hem of her skirt and carefully pulled it upwards. She lifted herself halfway onto her knees to make it easier, simultaneously accentuating her incredible curves and drawing another moan from him. "You make me feel so sexy, Michael," she said in a sultry voice.

"You are sexy, mom," he growled, lifting her skirt above her hips and immersing himself in the gorgeous sight. Her lacey panties clung to her curves like a second skin. He was almost hesitant to remove them, as sensual as she looked wearing them. His hands trembled as he slipped his fingers under the waistband and peeled them down to her knees. Ellen held her pose for a moment, letting her son take in everything that had been exposed, then slowly dropped her hips down to the couch.

Michael sat on the edge of the couch next to his mom and placed his hands on her ass, squeezing gently. Then he let his hands wander, caressing her silky skin, marveling in her exquisite femininity. He let one hand drift lower, following the crease between her thigh and her buttock and down between her legs. She was wet again.

He dipped a finger inside her, making small circles inside her then withdrew his finger and sucked it into his mouth. "I love the way you taste."

It was her turn to moan.

His hand dipped back between her legs and found her opening again. Her hips started moving of their own volition as a second finger entered her. Leaning over, Michael began to kiss her lower back and over her buttocks. His intention had been to lick her pussy again, but as he kissed lower and lower it became apparent their positions would have to change drastically before he could get his head between her thighs, so he contented himself to leaving a trail of butterfly kisses across her delectable ass as his fingers worked deeper inside her.

He felt her shifting beneath him and then her hand was next to his, making tiny circles over her clit, her hips raising again to accommodate her self-exploration. Excited by her actions, he redoubled his kisses, edging along the valley between her cheeks, wanting to glimpse her fingers working her clit. Instead, he found himself staring at her rosebud, exposed as she lifted her hips off the couch.

As a rule, he didn't use the porn videos he watched as an instruction manual. He knew the moans of pleasure were mostly fake, and not every woman wanted a cock forced down her throat until she gagged. But he had seen this act enough to feel like there might be something to it: He coated his thumb in saliva and rubbed it over her rosebud. Ellen moaned again and her fingers moved faster over her clit.

Encouraged, Michael let more saliva drip from his mouth then slowly worked the tip of his thumb into her ass. The heat and the tightness and the sheer wickedness of penetrating her ass caused his heart to pound and his cock to throb. As she became accustomed to his thumb, he was able to slide it a little deeper, keeping time with his fingers buried in her pussy. Her hand was a blur on her clit and her hips were beginning to buck in what Michael recognized as a building orgasm. Excited beyond reason, he decided to push the boundaries again. He added a third finger to her pussy and buried his thumb as far as it would go into her ass.

Ellen screamed into the cushions, her hips pistoning against his fingers as her hand redoubled its attack on her clit. "OH, MICHAEL! OH, MY GOD! DON'T STOP! PLEASE DON'T STOP!"

Her voice was muffled, her face shoved deep into the couch, but Michael still had a moment of panic. His fingers continued to move inside her, but his ears were perked, listening for the sound of footsteps on the stairs. Her orgasm seemed interminable but slowly her screams became incomprehensible babble and then moans, until at last satiated she pushed him away and rolled onto her side, her hands clasped tightly between her legs.

"Oh my god, where did you learn to do that?" she asked dreamily, then, thinking better of it, she giggled, "No, wait, I don't want to know!"

Michael laughed and kissed her forehead.

"Mmmm, you're too good to me," she said closing her eyes and smiling.

"Impossible!" he replied.

"And don't think for a second that I'm not aware that you haven't cum yet. That's two I owe you."

"Mom, you don't owe me anything. I've enjoyed tonight just as much as you have..."

"Impossible!" she interrupted.

"...besides, you have no idea how many times I've cum just thinking about you. Let me go down on you a couple hundred more times and we might be close to even."

Ellen laughed, covering her face in embarrassment.

Michael leaned in, kissed her ear and put his arms around her. They stayed cuddled together until he heard the sounds of the after-game commentary drifting up from the basement. He rested his cheek softly on his mother's shoulder and whispered, "As much as I love being with you, mom, I think we've pushed our luck for tonight. You'd better jump in the shower; I'll straighten up down here."

Ellen pulled him in for a lingering kiss. Then, sitting up, she slid her panties the rest of the way off before standing and straightening her skirt. He stood next to her, looked at her lovingly and pulled her in for a hug. She kissed his neck and stepped away. A moment later she had taken him in her arms again and put her mouth to his ear, whispering, "Don't masturbate tonight, sweetie."

She smiled sweetly and, with a sway in her hips, made her way upstairs.

***

Michael lay awake watching the ceiling fan spin. If he spun his eyes at just the right speed, the fan appeared to be standing still while the ceiling swirled above it. His record was five full rotations before his timing got out of synch. It wasn't exciting, but it kept his hands away from his groin.

He had also studied, played video games and watched YouTube clips from his favorite shows, trying to distract himself. And always his mind had wandered back to his mom, which led to thoughts of burying his face between her thighs, which led to his hand wrapping around his stiff cock. At least watching the ceiling fan there were no buxom, scantily clad NPCs or sexually charged ads to lead his mind astray. Spinning his eyes was also making him nauseous which, in this moment at least, was a bonus.

The biggest question he was struggling with was, 'WHY???'

'Is this some sort of tantric thing? Does she want to keep me on edge until the next time we're together so that I'll explode at first contact? Or is she going to help me relieve the pressure that's building in my balls? Or does she have a dominatrix alter ego I've never seen, and torturing me somehow excites her?' His eyes lost track of the ceiling fan as he pictured his mom in a latex cat suit and high heels.

He pulled a pillow over his face, and let out a frustrated, "FUUUUCK!"

A few minutes later, as his fist was pounding his forehead through the pillow, he felt a soft hand on his chest and heard his mother's tender voice.

"Did I come at a bad time, sweetie?"

Michael pulled the pillow below his eyes, wanting to make sure this wasn't yet another fantasy dreamed up by his aching balls before he got too excited. "Mom?"

She smiled and the world was suddenly brighter, warmer and more wonderful.

She leaned in to kiss his forehead, but he had other plans. He wrapped one arm around her waist and pulled her tight to him, while his other hand guided her down, bringing her lips to his. His kiss was desperate and heated, almost angry. Ellen had never experienced anything like it and her heart began to flutter, partly with delight that she could inspire such a kiss, and partly with anxiety over its intensity.

Without breaking the kiss, Michael twisted his body, using his weight to roll his mother onto her back on the other side of the bed. He lay fully atop her, face to face, chest to chest, hips to hips. When he finally did break the kiss, she was breathless, and her heart was pounding. He traced his lips across her cheek to her ear and down her neck. She was wearing her terrycloth robe and it was wrapped tight around her body, leaving no more bare skin for him to explore.

Ellen thought she heard him snarl as he sat up on his knees between her legs. He grabbed the sash that held her robe closed and raced to untie it. Then he took hold of the folds of her robe and roughly pulled it open, exposing her completely. She wore nothing underneath. Shocked by the sudden exposure, she gasped and lay there unmoving. She could only watch as he shoved his underwear down to his knees. Then he was on top of her again, his lips and fingers latched onto her nipples. She felt the head of his cock pressing against her mound. She drew sharp breaths as shocks ran through her body with his every touch. She pulled his head up from her breast until they were eye to eye.
"Michael, I want you inside me," she breathed.

He kissed her hard. The anger was gone, but the intensity remained. Again, he left her breathless when he pulled back from her.

"No. I want to taste you again." She was startled by the firmness in his voice.

He moved to kiss down her body again and she stopped him.

"Michael, you don't have to..." Her voice trailed off as she saw the look in his eyes. She didn't have a choice in the matter.

He paused on his way down her torso to maul her nipple for a moment, and then his mouth was latched onto her pussy. She felt his tongue urgently press between her lips and dig deep inside her. There was none of his usual tenderness, none of the gentle teasing, no build-up to the moment. He was consumed by his desire for her, and she was enraptured.

Michael buried his tongue inside his mother, knowing he would never grow tired of her taste or the moans he elicited from her. Tonight, however, he had bigger plans. She had tortured him for hours but now he was taking the lead, and sampling her delectable pussy was just the beginning. Reluctantly, he paused in his oral assault to slide off the end of the bed. She looked at him quizzically, then gasped as he grabbed her hips and pulled her forcibly down to the edge of the mattress. He kneeled on the floor, his face between her legs, and lifted her knees until they were nearly pressed against her breasts.

Ellen's breathing became ragged as she recognized just how indecently exposed she was. Michael relished the view briefly, then renewed his assault on her pussy, furiously tonguing her clit. When her hips started to buck, he moved his mouth downward, pressing into her pussy for a few delightful moments, and then moved further down. His tongue flicked over her rosebud, and she moaned again, louder. Her hand appeared, fingers dipping into her pussy, but Michael stopped her, firmly placing her hand to her side.

"Oh god, Michael!" she whispered.

His thumb found her clit and began making small circles as he worked his tongue over and around her rosebud, up to her pussy and back down again. Her moans became whimpers, and she began pulling at her nipples. This time when her hips began to roll, he stood up, breaking all contact with her. Her eyes flew open, pleading with him to make her cum. Wrapping his arms under her legs, he grabbed her hips again and pushed her up the bed until he had room to climb on top of her. He kept her legs over his arms, spreading her wide as he pushed forward.

Ellen reached down and guided her son's cock to her opening, gasping loudly as he shoved himself deep inside in one motion. Michael grunted through clenched teeth, enthralled with the sensation of her pussy wrapped around his cock - so warm, so tight - there was nothing like it. But the evening's intimacy with his mother without release would not be denied. He pulled back until just the head of his cock was inside her then slammed forward again. He pounded into her knowing he wouldn't last long.

Ellen felt his arms tense against her legs and his hips speed up as his cock plunged deep inside her. His passion pushed her to the edge. She rocked her hips so that his cock dragged against her clit as he drove into her hard and fast. Everything around her disappeared as her whole being focused on the overwhelming sensations coming from that little nub. Her legs began to shake, and her hands clenched at the sheets beneath her. Michael slammed into her hard; one final, deep thrust that rocked her to the core. White hot stars exploded behind her tightly shut eyes. She was beyond words, an unending, "Ooooooohhhhh!" was all that escaped her lips. Her hips reflexively bucked against her son for a while longer, then, exhausted, she collapsed onto his bed.

Michael felt as though he was being turned inside out as his cum poured into his mother. The teasing, the delays, the frustration, all were released in an instant, bringing him ultimate satisfaction. His mother writhed beneath him as he came, overwhelmed by her own orgasm, adding to the intensity of his. His calves burned as he pushed up on his toes to drive deeper into her, draining his cock and the last of his strength. He desperately wanted to shout, 'OH FUCK, MOM!' but he retained just enough brain cells to hold it in, groaning incomprehensibly instead.

When Michael's senses returned, he was still deep inside his mom, holding her legs lewdly against her chest. She seemed to be oblivious to her position and to the world in general. As spent as he was, he worried he might come crumbling down on top of her. He carefully extracted his arms, setting her legs carefully down on his bed as he did, then slid his deflating cock from inside her. His cock was still sensitive, and he winced as it dragged past her soft opening.

They hadn't bothered getting under the sheets before their libidos took over, so Michael quietly climbed out of bed and found an extra comforter in his closet. Then he turned off the lamp atop his nightstand and, in a rare moment of foresight, set the alarm on his phone. Laying down, he covered them both and wrapped his arms around her. She sighed and snuggled closer before gently kissing his cheek.

"I love you, mom," he whispered, unsure if she was awake.

"Mmmm," she intoned.

***

At some point during the night, Ellen woke to find herself tangled in her robe. It took some doing but eventually she managed to extract her arms from the sleeves and pull the robe out from under both her and Michael. She dropped it off the side of the bed and settled back under the comforter. Michael lay on his side facing her and, despite all her moving around, seemed fast asleep. She lay facing him, watching him for a while, then brought her hand up to softly stroke his cheek. She felt the stubble of his day-old beard beneath her fingers and wondered yet again how he had become a man without her noticing.

As she looked at him and thought about all the love he had brought into her life, she couldn't help but wish he could be her man. Didn't she deserve someone who cared for her, adored her, and made her feel special? Someone she could actually have a conversation with? Someone who paid attention to her needs?

Brushing away her tears, Ellen rolled over, facing away from Michael.

A moment later, she felt him move closer, spooning her and wrapping his arm tightly around her, just as she had hoped he would. He kissed her shoulder gently then laid his head back on the pillow and fell immediately back to sleep. Ellen sighed contentedly, soaking in the warmth of his touch and the depth of his love, and drifted off herself.

***

Hours later, they both started to the sound of electronic windchimes from hell.

"Oh my god, what is that?!" Ellen groaned.

"Ugh, it's my alarm," Michael answered as he fumbled for his phone.

Ellen's heart skipped a beat and she bolted upright. "What time is it?"

"It's four. Dad won't be up for a couple hours, but I thought you might want some time to, uh, you know, freshen up before you went back to your bed," Michael explained, rubbing his face and combing his fingers through his hair.

Ellen fell back onto the pillows and draped an arm across her eyes. "Mmmm, that was thoughtful of you, sweetie. I probably should."

She made no move to get up.

Michael propped himself up on one elbow facing her. The room was mostly dark, but enough light came in through the windows that he could make out her form lying beside him. When she sat up, the comforter had fallen to her waist, and she hadn't bothered to pull it back up.

"God, you are beautiful," he said softly.

"You're just horny," she said laughing quietly.

He leaned over and softly nibbled on her lips. "No, you're just beautiful."

Lifting her arm, she looked at him. His face was inches from hers. She couldn't see his eyes in the darkness, but she could feel them studying her. She ran her fingers through his hair and pulled him down for another kiss. "You know," she said as their lips parted, "sometimes I believe you honestly think I'm beautiful."

"I don't think you're beautiful, I know you're beautiful," he said giving her a peck on the lips.

"And you're sure you're not just horny?" she whispered, tracing her hand down his chest.

He kissed her again. "Positive."

"So, if I moved my hand a little further, I wouldn't find anything to suggest you're horny?" Her hand moved over his ribs and onto his stomach.

"Now you're not being fair!"

"Not being fair?" she asked, feigning innocence. She kissed him again and moved her hand lower. "How am I not being fair?"

"Because, if you do that..." Michael jumped as her fingers brushed the head of his cock.

"Do what?" she whispered, taking his hardening shaft into her hand. "What am I doing?"

"You're, oh god, touching me." He closed his eyes and tilted his head back.

Ellen sat up and urged him onto his back, never letting go of his cock. Her lips caressed his chest. "And this... isn't... fair?" she asked softly between kisses.

"Oh, mom!" Her lips moved across his stomach and onto his shaft.

Michael had had exactly one blowjob in his entire life. At the time, he had thought it was incredible, but in hindsight he wasn't so sure. Any blowjob that ends in an orgasm is a good blowjob. But his mom was redefining what an incredible blowjob could be.

Alternating between gentle kisses and luxurious licks, she explored every inch of him with her mouth, while her hand cradled and caressed his balls or slowly stroked his shaft. As she neared the tip of his cock, her tongue darted out and flicked rapidly over the sensitive spot just below the head. She delighted in the spasms her actions caused. Then her mouth traveled down his shaft to his balls as her hand moved up to roll over his glans, using his copious pre-cum as lubricant. When her thumb brushed his frenulum, his cock jumped yet again.

"Mmmm, you like it when I touch you there?" Her voice was sultry.

"Uh-huh," Michael groaned.

"Then I think you'll like this." Her mouth suddenly engulfed the head of his cock, and her tongue found the locus of his most sensitive nerve endings.

Michael was in heaven. He had never imagined his mother giving him a blowjob, let alone her being gifted at it. He groaned louder as her hand began to stroke him in time to the bobbing of her head.

"Don't wake your father!" she admonished him briefly before taking him back into her mouth.

He put a pillow over his face knowing he was incapable of controlling his vocalizations as she sped up.

When her husband had stopped going down on her, she had lost interest in sucking him off, particularly since he would leave her unsatisfied if he came first. But Michael had been so selfless in his quest to make her feel good, she relished the thought of returning the favor. Ellen could feel his body tensing. His hips were beginning to pump up and down, pushing his cock deeper into her mouth. Having seen him cum a few times now, she knew was in for more than a mouthful and it excited her.

Michael frantically pulled the pillow from his face and urgently whispered, "Mom!"

She pulled back just far enough that her tongue could dance over his frenulum while her lips remained locked on his head. Her hand became a blur on his shaft. She nearly laughed when she saw him smash the pillow back onto his face, and then he erupted into her mouth. His entire body lurched with each spurt, and she could hear his muffled grunts through the pillow. As his spasms began to subside, her grip on his cock softened. She continued milking him gently until she felt him pulling away, too sensitive to let her continue.

When her mouth left his cock, a dribble of cum slipped down her chin. "I'm still amazed at how much cum you can produce!" she laughed, chasing the remnants around her lips with her finger.

Michael lifted the pillow from his face, satiated and exhausted. "And I'm amazed at how incredible you make me feel."

Ellen slid up his body, savoring the feel of his softening cock, stomach and chest against her nipples, until she was face to face with her son. "I'm inspired by how wonderful you make me feel," she said softly, smiling.

She felt his hands on her face, pulling her in for a kiss. She pulled back, "Wait, I'm kind of messy."

Without hesitation, he leaned forward and kissed her passionately. She returned the kiss, moaning quietly. His arms wrapped around her, holding her tight against his chest, and pulling her down until she was laying atop him. She relaxed in his embrace, feeling warm and safe.

When the kiss ended, she shifted about until her head rested on his sternum. She felt intensely connected to him, listening to his heart beating and feeling the rhythmic rise and fall of his chest as he breathed. After a long while, she raised herself reluctantly. "I need to get up."

"Just five minutes more," he said, groaning.

"Nope, I'm falling asleep. If I don't get up now, we're going to wake up to your father standing here asking us what the hell we're doing."

"Ugh! There you go again, being sensible," he grumbled, "Okay, but I'm not letting you go until you give me one more kiss."

She felt his arms tighten around her possessively. "You promise you'll let me go if I kiss you?"

"I promise."

Ellen moved up and kissed him passionately. When the kiss ended his arms relaxed but she continued to lay on top of him, tracing her lips over his cheek to his earlobe. She felt his cock stiffening beneath her thigh. "Why can't I resist you?" she breathed, spreading her legs so she could straddle his hips.

Michael could feel the dampness and heat between her thighs as she captured his cock between her nether lips and began grinding against his shaft. He was rock hard in an instant, helpless against her unexpected assault. His hips began to thrust, desperately trying to find her opening and push inside her. She teased him, moving back each time the head of his cock came close to entering her, then moving forward as his hips relaxed, always keeping her clit tight against him.

"Do I excite you?" she asked quietly.

"Yes," he answered, nipping gently at her neck as his hands roamed over her back.

"What about me excites you?"

"Everything," he whispered impatiently.

"Details, Michael," she admonished him, softly biting his ear.

"I love the way you kiss me. I love the way you smell. You have an incredible body; your ass is pure perfection. Every time I see you, I want to hold you against me..."

Ellen interrupted him with a fiery kiss, pleased he hadn't simply gone on about what she was doing in that moment.

"Do you want to be inside me?" she breathed, breaking their kiss and moaning as her clit dragged over the head of his cock.

"Yes," he hissed through clenched teeth and pushing his hips up hard against her.

"Are you sure?" she teased breathlessly as she reached between them and took hold of his cock.

Gasping, Michael could only nod emphatically.

Ellen lined him up and slowly pushed her hips back, whimpering as he penetrated her. When he was halfway in, she raised up again, allowing her juices to lubricate his cock, then pushed down further. She repeated her motions three or four times until he was buried to the hilt inside her, then she rocked her hips while keeping him deep inside, reveling in the sensation of his cock filling her. Her clit was grinding against his groin, sending shockwaves through her body. Her mouth found his and they kissed intensely.

Breaking the kiss and smiling lustfully, she sat upright and pushed her hips down, biting her lip to suppress a cry of delight as he penetrated her even deeper. His hands slid up her body until they were cupping her breasts. He pulled on her nipples, feeling them harden between his fingers. Her hands found his and she encouraged his ministrations, hissing, "Oh, yessss!" as he pinched and tugged the delicate tips fervently.

Unable to stand the slow pace any longer, she began riding his cock in earnest. Bracing her hands against his chest, Ellen picked up her tempo, using her legs to lift herself until just the tip of his cock remained inside her, then dropping back down to fully engulf him. Michael matched her rhythm, thrusting upwards as her hips came down, drawing low moans of pleasure from his mother as their bodies joined. Her eyes were shut tight, and her mouth hung open as she lost herself in the sensations of their lovemaking.

All too soon for Michael, she slammed herself hard against him, drawing him deep inside and barely suppressing a shriek of, "Oh fuck!" as she did so. She rocked her hips frantically back and forth, continually mashing her clit against his groin as her orgasm overwhelmed her. He could do little more than hang on as his mother rode him, her body spasming intensely as she came. At last, she slowed to a stop, her eyes fluttered open, and a broad smile spread across her face. Keeping Michael inside her, she leaned down and kissed him lovingly.

"That was intense!" she breathed excitedly in his ear, "We're going to need to change your sheets!"

Michael laughed quietly and kissed her shoulder.

"Do you want to be on top for a bit," she whispered, nipping at his earlobe and squeezing his cock with her pussy.

He wrapped his arms tight around her and nodded, murmuring, "Oh god, yes!"

Ellen clambered off him and lay in the middle of his bed, holding her arms out to him and spreading her legs wide in invitation. Michael lay on top of her, taking his weight on his elbows and running his steely cock along her pussy until it slipped inside. He felt his mother's hands drift down his back and onto his buttocks as she urged him to go deeper.

"I'm yours, Michael. Do what feels good to you," she sighed as he buried his cock inside her.

A shiver ran through him at her words, and he wondered, not for the first time, what he could have possibly done in his short life to deserve such a woman. His mouth found hers and he poured his soul into the kiss, vainly hoping he could express with his lips what he couldn't with his words. His heart beat faster as she moaned into his mouth and wrapped her legs around his torso.

He became acutely aware of her soft breasts pressing against him, her rock-like nipples digging into his skin. He wished he had a dozen hands so he could touch her everywhere all at once, intensifying her pleasure and allowing him to revel in all her sensuous curves simultaneously. Recognizing that, in this position, he had only one free hand with which to explore, however, he opted to explore his most favorite of her curves. Shifting his weight, he brought his free hand slowly down her side, over her hip, and around to cup her ass, never breaking the rhythm of his thrusts.

Michael let his fingers delve further. His cock throbbed inside her when he discovered her juices had saturated the crevice between her cheeks, thrilling in the knowledge that he could excite her so. Feeling emboldened by her encouragement to 'do what feels good', he moved his hand lower until his middle finger found her rosebud. He ran his finger in tight circles around and over it, his heart pounding. Her hips began to roll rhythmically, pushing back against his probing finger. Taking this as a good sign, he did his best to lubricate his finger in her juices then slipped the tip inside her. She moaned quietly and rolled her hips down, burying his finger deeper.

He could feel the lump that was his finger in her ass against the underside of his cock as he continued to thrust into her powerfully. His orgasm was beginning to build despite having cum only minutes before. His body tensed.

"Cum inside me, sweetie," she whispered urgently, pulling him tighter to her chest and urging him on with her heels.

Unable to control himself any longer, he drove his cock deep inside her as his finger plumbed her nether depths. He plunged his face into the pillow beside his mother's head to muffle a shout as he came over and over again. His body quivered and he struggled to catch his breath as the intensity of his orgasm overwhelmed him. At last, spent, he lifted his weight from her, laughing euphorically.
She put a hand over his mouth and shushed him, smiling broadly as she did, then untangled her legs from around him.

When his laughter subsided, she dropped her hand. He kissed her deeply before whispering, "You are so incredible."

She smiled again and drew him in for a long and loving embrace. Michael heard her sniffle quietly as he buried his face against her neck, nibbling on her silky skin.

He felt he could stay in her arms forever, but soon she sighed and shifted beneath him. "I really have to get up this time, sweetie."

He glanced at the clock and decided they had no choice. He rolled to one side, groaning with disappointment that reality had to rear its ugly head, and allowed her to get up. He watched her wrap herself in her robe, wondering again at his fortune to have such a beautiful and caring woman in his life. As she tied the sash around her waist, he stood and waited for her to finish before taking her into his arms one more time.

"I love you, mom."

"I love you too, Michael."

***

That evening Michael helped his mother clean up the kitchen after dinner, while his father went downstairs to sit in front of the television. When he was reasonably certain they were safe, Michael put his arms around her and kissed her neck. Ellen smiled as she felt his arms wrap across her stomach and pull her tight against him. She set down the pan she had been rinsing and sighed as she felt his lips on her neck. "Are you sure your father isn't going to come upstairs anytime soon?" she asked, looking over her shoulder.

"Mm-hmm," he replied, not breaking his kiss. His hands began to wander, coming dangerously close to her breasts.

Ellen grabbed his wrists with her damp hands, chastising him, "Michael, we have work to do! Besides, despite your 'convincing' assurance otherwise, your father could come up at any moment."

Michael rested his head on her shoulder but didn't loosen his grip on her. "Fine," he answered sullenly, then brightening he asked, "But will you come see me tonight? After dad's asleep?"

She dried her hands on a dishtowel and twisted around in his arms until they were face to face. "Sweetie, you know I would love to do that, but I can't. We were lucky he didn't notice I was gone all last night; we can't push our luck like that again."

"Ever?!"

"Not for a while, anyway. He'll believe that I'm sleeping on the couch from time to time, or staying up to watch movies, but he won't believe that if it's every night. At the very least, he'll want to know why I can't sleep, and I'm not that good of a liar."

"But last night was the best night of my life!"

Ellen laughed softly and pulled him in for a kiss. "Well, I'm glad I could be a part of that!" she said smiling, "How about this: If you behave yourself the rest of the week, maybe I can 'run errands' while your father watches football on Sunday."

Michael perked up. "Promise?"

She leaned in and kissed him again, her tongue playfully caressing his before she responded. "I promise!"

***

Michael spent an inordinate amount of time thinking about his mother's choice of words. He was to "behave" himself. She specifically didn't say he needed to be 'good', or 'helpful'; although he was certain that being helpful would not hurt his cause. Knowing she was usually very discerning with her words, particularly when it came to disciplining him, he understood that he was to stop making any overtly sexual advances. But that didn't prevent him from being affectionate.

Wednesday night, he greeted her at the door when she came home from her dance lesson, taking her in his arms and kissing her before telling her how beautiful she was in her peasant dress. They ate together in the kitchen and talked about her day, her class and everything else that came to mind, as the sounds of 'Run Silent, Run Deep' drifted up from the basement television.

Thursday and Friday, he helped her prepare dinner and clean the kitchen afterwards. When the opportunity presented itself, he would give her a peck on her cheek, or a gentle kiss on her neck, or give her a quick hug, always letting her know how much he adored her, and always keeping his hands from straying over her body.

By Saturday, he was feeling giddy with anticipation. Although she hadn't said anything, he noticed she smiled whenever she saw him and that she had started stealing kisses when they had a moment alone. That evening, when there was a lull in the conversation at dinner, she caught his eye and winked before turning to her husband. "Honey, were you planning on watching football tomorrow?"

Michael's heart leapt and he tried to hide his anxiousness as looked over at his dad.

"I thought I would, why?" his dad answered cautiously.

"Oh, I was just going to run some errands, and a friend from work gave me a free pass to try her gym so I thought I might do that while you're watching your games. Would that be alright with you?" She placed her hand on his arm placatingly.

His dad brightened immediately. "Of course, that'd be fine!"

A grin flashed across Michael's face before he could control himself. He quickly looked down at his plate and began shoveling mashed potatoes into his mouth. When at last he felt under control again, he glanced up at his mom. She seemed to have become intensely interested in her dinner plate as well, and her ears were bright red.

***

Michael tossed and turned Saturday night, his mind chasing all the possibilities for his rendezvous with his mother on Sunday. There were a few things he knew he wanted to repeat with her, he was itching to taste her again, but there were also new things he would love to try, if she were open to them. He didn't know how to go about asking though. He worried he would offend her; he didn't want her to think he saw her as a slut or to feel like he was using her for his own gratification. In the end, he decided he would simply follow her lead. After all, their lovemaking had been incredible up to this point, why push his luck?

Despite not sleeping well, he woke up early on Sunday. The house was quiet as he mentally ran through the chores he wanted to complete before his dad started watching football: Put clean sheets on the bed, vacuum, straighten up his room, shower, shave... He doubted much of this truly mattered to his mom, she hadn't complained about anything yet, but it was what he had done when they made love the first time, and he liked the idea of starting a 'tradition' if they were to have more Sunday afternoons together. He rolled out of bed and began working on the quieter tasks so as not to wake his parents. He had just loaded his sheets in the washer downstairs and was headed back towards his room when his mom appeared in the kitchen, yawning and looking beautifully disheveled in her robe and kitten slippers.

"Is dad still asleep?" Michael asked in a whisper.

Ellen nodded, rubbing her eyes.

He closed the gap between them and wrapped her in his arms, surprising her with a loving kiss. She held his head gently as she returned the kiss and smiled warmly when their lips parted.

"You," he said earnestly, "look like an angel!"

She laughed and tried to extract herself from his embrace. "Michael! I just woke up, I don't have any make up on, I haven't brushed my hair, I can feel my mascara from yesterday caked around my eyes, there is no world in which I look like an angel!"

"In my world you do," he said quietly before leaning in to kiss her again. He felt her relaxing more with each minute he held her, until at last she broke the kiss and laid her head on his shoulder.

"You make me happy," she said quietly.

He kissed her hair and held her tight.

***

His chores done and his breakfast dishes loaded into the dishwasher, Michael grabbed his textbooks and laptop and got set up at the kitchen table. He didn't expect to get much studying done, he was entirely too preoccupied with thoughts of things to come, but he wanted to have a plausible excuse if his dad asked him to watch football. An hour later, his dad joined him in the kitchen, pulling a few snacks from the cupboards and a few beers from the fridge in preparation for the day's games. Michael made small talk with him, asking who would be playing and who his dad thought might win. In his own mind, it was obvious that something was up, and he waited anxiously for his dad to call him out on it. But the axe never fell and, soon enough, his dad was headed to the rec room, happily oblivious.

Ellen appeared a short while later, smiling and twirling about when Michael looked her way. "Do you like my outfit?" she asked quietly with a big grin.

Michael struggled to answer. Her clothes were decidedly un-sexy: a pair of sweatpants with a matching hoodie. Since she was supposedly running errands and heading to the gym afterwards, he understood their utility. Just the same, every other time she had twirled like this for him, she had been wearing something that took his breath away. He tried to hide his lack of enthusiasm. "Yeah, you look nice, mom."

"Nice?!" she pouted playfully, and giving another twirl, "You don't think this is sexy?"

He stood and walked across the kitchen, taking her in his arms. "You," he whispered, "are sexy. Your outfit just doesn't do you justice."

"Well," she said, leaning close to his ear, "maybe you'll change your mind when you see what's underneath it."

She nibbled on his earlobe then turned and went downstairs to tell her husband she was heading out on her errands.

Michael reached into his pocket to adjust his stiffening cock.

***

Holding hands, Michael and Ellen quietly stepped into his bedroom, their hearts beating rapidly. As she had done the first time they made love, Ellen had parked a few blocks away and walked back, meeting her son at the door. There had been a sense of urgency in their embrace that first time. Now, having consummated their love on several occasions, they simply enjoyed their closeness. Safely ensconced in his room, she took him into her arms and held him tightly. Michael buried his face against her neck, tracing gentle kisses over her delicate skin and losing himself in the scent of lavender and vanilla that permeated her hair.

He was the first to end their embrace, stepping back to look in his mother's eyes then wordlessly leading her to his bed. He laid down and looked at her expectantly. She settled in next to him, laying on her back, his arm around her shoulders. He rolled onto his side and wrapped his limbs over her possessively. Their lips met.

They took their time undressing one another, leisurely savoring the kisses and the gentle caresses that accompanied each new exposure of skin. When Michael had at last removed her sweats, exposing her lace thong and matching bra, he moaned, drawing a smile to her lips.

"I told you you'd like what I was wearing," she teased, glowing from his reaction.

"You were right," he croaked, running his hand across her stomach. The time for taking things slow was over as far as he was concerned. He bent to kiss her again, his tongue wending its way into her mouth as his hand cupped her breast. Her nipple was hard and pressed into his palm through the filmy material of her bra. It was her turn to moan.

His hand moved to her other breast, his fingertip tracing the outline of her areola before strumming her nipple lightly. Ellen's hand roamed over his chest, past his stomach and onto his cock, grasping him firmly through his boxers before beginning to stroke him tenderly. As their hands explored, their lips remained fervently locked together.

Unable to wait any longer, Ellen sat up and slipped off her bra and panties, before turning to Michael and removing the last of his clothing. She nudged him onto his back then turned and swung a leg over his head, bringing her pussy to his mouth as she simultaneously engulfed his cock. He dove in, ardently licking and kissing her pussy and taking her sumptuous ass in his hands. She moaned around his cock, her hand and mouth synchronized in their loving manipulation.

Michael found it hard to concentrate on her pussy as the sensation of her actions overwhelmed him. Worried he wasn't going to be able to perform to his normal standards, he decided to focus on her clit, hoping a direct approach would be as pleasurable for her as his usual attentions seemed to be. He pulled on her clit with his lips and flicked his tongue rapidly over it as his finger delved between her labia.

She moaned again, louder, and took his cock deeper into her mouth. She cradled his balls, gently caressing them, and was delighted when she felt them spasm in her hand as he became more aroused. It thrilled her to know she excited him. His visceral reactions made her feel sexier and more desirable than she had in years and increased her desire to excite him further. Her head began to bob faster.

Michael could feel his orgasm welling. His cock was throbbing, and his balls were drawn tight against his groin. He released her clit from his mouth, momentarily pausing to warn her with a quiet but plaintive, "Mom!"

To his frustration, she pulled her mouth from his cock and pressed firmly at its base with her fingertips, stalling his release. When she was sure he wasn't going to erupt, she climbed off him and turned until she was kneeling next to him. Reaching out, she helped him sit up, bringing his lips to hers. She could taste herself as they kissed, and it excited her. She felt she could almost understand his obsession with eating her out.

When at last their lips parted, she held his face close, looking into his eyes. Her voice was tinged with excitement as she said, "I want you inside me." She leaned forward, putting her elbows on the mattress, arching her back, and looking over her shoulder at him expectantly. A broad smile crossed her face as she saw his look of awe.

Michael moved around behind her, kneeling between her legs. His cock was painfully stiff. Unused to this position, he ran his cock along her slit several times, searching for her opening, until she took mercy on him and guided him in. He was amazed at the difference in the sensation as he slowly worked his cock deeper inside her. She felt tighter, and the angle at which she was bent forced the head of his cock firmly against the wall of her vagina. Between the sensations on his cock, and the view of her luscious ass, he quickly decided this was his favorite position. Grabbing her hips for leverage, he pushed his cock fully inside her. They both moaned loudly.

Tentatively, he started moving slowly in and out of her. He was in sensory overload and worried if he moved too fast, he would cum too soon. Recalling the usual technique for stalling an orgasm, he tried to distract himself by thinking about his upcoming exams, his favorite video games, the latest novel he was reading, and other non-sexual things. But nothing could distract him from the sensation of his cock sliding in and out of his enchanting mother, while his hands caressed her exquisite ass and delectable moans and whimpers emanated from her with every thrust of his hips.

Ellen had assumed he would enjoy 'doggie style'. She hadn't been with too many men before she met her husband, and Michael was her only lover outside of her marriage, but every man she had ever been with seemed to get doubly excited when she was on all fours in front of him. And Michael was no exception. For a moment, she thought about what it would be like to be him - to be on her knees behind a woman, grasping her hips, watching her ass shake as she took her hard and fast - and understood the appeal. She had never been interested in women, but the brief vision thrilled her, and she arched her back, pushing harder against Michael's cock.

She heard him moan loudly in response, his hands eagerly squeezing her ass. Then one of his hands disappeared. When it returned a moment later, she felt something firm and wet slipping over and around her back door, causing her body to tingle and her nipples to harden against the mattress. She arched her back even further, inviting his thumb into her ass. They moaned in unison as it slipped in, knuckle deep.

Ellen's vision changed and she imagined what it would be like to take two men inside her at the same time. Four hands roaming her body, squeezing her nipples and caressing her ass simultaneously. Two sets of lips, kissing her shoulders, her neck, her breasts. Being the center of their attention. Using her body to arouse them. Feeling their cocks touch places that had never been touched before. Feeling them cum inside her in unison.

Unable to control herself, she pushed her ass back, taking the rest of Michael's thumb inside her, and let out a guttural yell as an orgasm swept over her. "OH, FUCK YES! DON'T STOP! NEVER STOP! FUCK ME HARDER! FUCK ME, MICHAEL! FUCK ME!"

Michael had been so intent on not cumming, he had no idea his mother was on the brink herself. Gone were his thoughts of politics and video games as he drove into her, allowing his cock and her vocal urgings to set the pace. He felt her pussy contracting around his cock, milking him. His body shuddered uncontrollably as he shot load after load deep inside her, roaring unintelligibly as he did.

His body followed hers as she collapsed onto the bed, his cock firmly connected to her pussy. Carefully extracting his thumb from her ass, he lay on top of her, panting, blissfully exhausted. He gently kissed her shoulders and neck and any other bit of her skin he could reach without moving more than his head. His softening cock slowly retracted from inside her, and they both shivered and laughed as it finally slipped free.

No longer joined to her, Michael rolled to the side and onto his back. Ellen snuggled up tight against him, her head on his chest, her limbs wrapped over him. She let her mind wander as her fingers traced over his nude body. "You're lovely, Michael."

He kissed the top of her head, stroking her back lovingly. "And you're gorgeous, mom."

They lay together for a long while, luxuriating in one another's touches, the room quiet aside from the occasional murmur of contentment. Then, turning her head to look into his eyes, Ellen spoke. "May I ask you something?"

"Anything," he responded sincerely, pulling her closer.

"As enamored as you seem to be with my butt, why haven't you made love to me from behind before now? I thought that would be your favorite position." she asked, stroking his chest sensuously.

Michael coughed, choking on his words. "I... I don't know. I didn't know if you would be okay with that. And I was afraid if I asked, I might offend you."

She raised herself up, leaning on an elbow, to better see his face. "Why would that offend me?"

"I don't know. I guess I thought it might feel like I was using you for sex instead of making love with you," he answered, finding it strangely hard to look her in the eyes. "I'd hate for you to think I'm only interested in your body."

She pulled herself up until they were face to face and kissed him lightly. "Michael, I wouldn't be in bed with you right now if I thought you were only interested in sex. Everything you do when we're not in bed tells me you love me."

"Yeah, but what if I crossed a line in bed? I mean, there's gotta be something you don't want to do, that you feel is degrading or whatever. If you thought I was a pervert, it'd ruin what we have outside of bed too."

"Well, I'm not into leather and whips if that's what you mean, but a couple should feel safe sharing their fantasies. Give and take is all part of being in love. If you can't trust your partner to be non-judgmental in bed, how are you going to trust them to communicate with you in all the other important aspects of your lives?" Ellen laid her head on his chest. "You didn't ask me before you put your thumb in my ass the first time. You just worked your way up to it and gave me plenty of opportunity to ask you to stop. I knew it turned you on, so I let you do it, and I discovered I like it."
Michael was surprised. "You mean that was the first time anyone's, um, you know, 'touched' you like that?"

"Mm-hmm," she murmured nodding before adding softly, "and you're the only one to have kissed me there."

His heart skipped a beat and his cock started to stiffen. He felt an innate sense of pride knowing that he had been her first in something. "Do you have any fantasies or anything you'd like to try with me?" he asked hoarsely.

Looking up, she held his gaze; her voice was husky, and her smile was sultry. "I have a few."

His cock lurched.

"Just because I look like an angel, doesn't mean I want to be treated like one all the time," she added with a grin.

He kissed her voraciously, rolling her onto her back and moving between her knees.

They made love a second time, Michael pounding into her hard and fast, driven by thoughts of fantasies yet to be fulfilled. Ellen moaned loudly, thrilled by his passion, and urged him on. Minutes later, their cries of pleasure reached a mutual crescendo as they both came, and Michael collapsed on the bed beside his mother with a final groan, exhausted. The room went silent again as they cuddled contentedly.

***

Ellen glanced at the clock, sighing. "I need to go, sweetie."

"Why? Dad's going to be watching the second game for at least another hour." He snuggled closer to her.

She kissed his forehead and extracted herself from his arms. Standing, she began to get dressed, feeling her son's eyes on her as she did so. "I told him I was going on some errands. If I don't come home with a few bags from Target, he's going to wonder."

"Thanks to you," she continued, smiling and bending over to kiss him again, "I'm already sweaty and sticky, so at least I don't have to actually go to the gym."

"Well, can I go with you?" he pleaded.

"Michael, you didn't leave with me before, how will we explain it if you come back with me?" She looked exasperated.

"I just want to be with you," he implored, feeling exasperated himself.

She kissed him for a third time, this time on the lips, long and lovingly. "Well, why don't you help me with dinner tonight?"

"Okay," he said, less than enthusiastically.

She slipped out of his room. He lay in bed watching the door, wishing she would change her mind, walk back in and cuddle with him until the world ended. He couldn't stand being without her. Knowing he would see her again soon made it easier, even if it was just to help in the kitchen. When it was painfully obvious that she was gone, he made his way to his shower, immersing himself in the spray and thinking of her until the water ran cold.

***

An hour later the garage door rumbled open. Ellen was home. Michael resisted the urge to run down to greet her knowing it would be more prudent to wait. Soon enough, she would be coming upstairs to freshen up after checking in with his dad, and he could greet her properly then.

Standing from his desk, he walked to the bedroom door and stared down the corridor toward the stairs. Feeling awkward, he walked back into his room and sat on the edge of the bed. That was worse. Trying to find a balance between casual and eager, he moved about his room, sitting here, leaning there. Nothing felt right. He sat down at his desk again and stared at his laptop, half-wondering what he could Google to get advice. 'How to look cool while waiting for the woman of your dreams?'

He was still staring at his laptop when Ellen poked her head into his room. "Hi, sweetie!"

"Hey, mom!" Jumping up, he strode across the room and took her in his arms, holding her tightly. Bringing his mouth to her ear, he softly whispered, "I missed you."

"Michael, I wasn't gone that long!"

"Well, it felt like days." He began to nibble on her neck, causing her to squirm.

"That tickles! Michael, stop!" She broke away from him and tried to look stern, but her smile betrayed her. "I need to get in the shower, put on some clean clothes and start dinner. Why don't you meet me in the kitchen in an hour."

"Sounds good," he said, holding onto her hips, "but can I have a kiss first?"

Her smile widened as she nodded and leaned in.

***

Michael stared at his clock for an hour, restlessly fretting in his chair, then headed downstairs. As he neared the kitchen, he heard his mom quietly laughing. Assuming she was on her phone, he wondered who she would be talking to. Turning the corner, however, he drew up short. His dad was there, standing behind Ellen, his arms wrapped possessively around her, his mouth near her ear. Michael felt a surge of anger buffeting his chest.

Seeing Michael, Ellen extracted herself from her husband's arms and straightened her blouse, smiling brightly. "Hi, sweetie! How was your afternoon? Did you get a lot of studying done?"

His dad guffawed and put a hand on her hip.

Twisting away, she admonished him, nodding her head in Michael's direction, "Bill!"

Michael saw she was still smiling broadly. He felt nauseous. Bill looked at him expectantly and he realized he hadn't answered his mother. "Y-yeah. I got a lot done," he said weakly.

His dad smirked.

"Your dad's offered to help with dinner tonight, do you want me to come get you when it's ready?"

"Sure, yeah, thanks mom." Dejectedly, Michael turned from the doorway and made his way to the stairs, moving faster with each step. A greyhound couldn't have caught him by the time he reached his bedroom. With his last bit of rationality, he controlled his frustration and didn't slam the door.

Once inside, he paced anxiously, a million emotions reverberating throughout his skull. Anger, jealousy, fear, resentment, confusion, anguish, regret, worry...

Worry. He worried about his mother. To his knowledge, his dad had never laid a hand on her in anger, but what if he had found out? What would he do? Was she okay? She must be feeling cornered, alone, fearful.

He quietly opened his door and put his head in the hallway, listening. He could hear their voices but not their words. Laughter punctuated the conversation, lessening Michael's concerns, but, all the same, he left the door open as he went back to sit on his bed. With each laugh that drifted up the stairs, his worry warped into jealousy until his stomach was in knots. He flopped back onto his bed, catching the scent of lavender and vanilla as his head hit the pillow. He pulled the pillow over his face and breathed deeply, vainly hoping to calm his nerves.

***

Ultimately it was his father who came to get him for dinner. Bill found him lying on his bed, staring at the ceiling. Michael didn't look over or greet him. Bill stood in the doorway for a while, looking around the room, oblivious to the mental daggers his son was hurling his way. "Hey, Mike, looks good in here, did you do some cleaning?"

Michael glanced at him before answering. The odd smirk was back on his dad's face. "Yeah, this morning."

Bill nodded knowingly until it felt awkward for them both. "Nice! Well, anyway, your mom's got dinner on the table. Wash your hands before you come down."

Michael watched his father walk away until he heard him on the stairs, then placed his hands over his face and groaned. "Fuuuuck!"

***

His parents were already eating by the time he made his way to the kitchen. A nearly empty bottle of wine stood at the center of the table. His dad was leaning close to his mom, talking softly with her. Another pang of jealousy hit Michael in the gut, and he nearly turned and sprinted back to his room, but his mother caught his eye.

"Hi Michael! We just started. You'd better eat before it gets cold." She smiled sweetly at her son and looked meaningfully at the empty chair across from her.

Dutifully, he made his way to the table and sat down; every step, every move of an arm, every glance at his parents, every thing about him feeling awkward and unnatural. He was certain their eyes were boring into him as he grabbed the nearest bowl and started mindlessly spooning its contents onto his plate. But when he looked up, they were deep in quiet conversation, smiling at one another. His dad's hand rested on hers, his thumb stroking her fingers lightly. Michael recognized it as something he had done as well and what little appetite he had was lost.

Dinner was a waste. Michael pushed something green and something beige back and forth across his plate, but ate little, and tasted less. The tables were turned on him, as his father engaged his mom in lively conversation while he contributed nothing. It was only the scraping of the chairs across the tile floor that brought him back to reality. Startled, he looked up to see his parents clearing the table.

Grabbing his plate, still laden with his dinner, he stood and began to help, a glimmer of hope welling inside him. This was when his father would disappear downstairs, turning on the television and losing himself in some ancient movie. Michael would finally be alone with his mom. He would be able to kiss her, hold her, tell her how much she meant to him. Holding his breath and keeping one eye on his father, he took his plate to the sink and set it down.

"Michael! You didn't eat anything! Aren't you hungry, sweetie?" His mother's eyes were filled with concern.

"I'm good, mom. I had a snack while you were gone," he lied.

"Well, put that in some Tupperware, you can have it later."

Michael turned to go to the cabinet where the containers were stored, but his father was already there, pulling a tub and lid from the pile. "I've got it, Mike. Why don't you go watch TV or something. I'll help your mom tonight."

Helplessly, Michael watched as his father filled the Tupperware and snapped the lid into place. Stowing it in the refrigerator, he put his arm around Ellen's waist and pulled her close to kiss her cheek. She smiled at Bill and leaned against him as she stacked the dishes in the sink.

Michael silently made his way upstairs to his bed and watched the ceiling fan spin until his alarm forced him to face another day.

***

School was hell. Anxiety kept Michael awake through his classes but keeping him awake was all it did. With his mind fixated on his mother, he might as well have been in Timbuktu as sitting in a lecture hall. It would have made no difference to his education certainly.

When the last of his classes ended, he dragged himself to his car, driving home with the hard rock station blaring to keep himself from nodding off. Safely at home, he lumbered up the front steps and into the living room. He glanced at the couch and considered taking a quick nap but talked himself out of it. He desperately wanted to see his mother and feared he would sleep until morning if he laid down. Instead, he went to the kitchen in search of caffeine and sugar.

***

"Hey Mike!"

Michael nearly slammed his head in the refrigerator door. He hadn't heard his dad come up from the rec room.

"Hey dad, how's the game." He shoved his hands in his pockets, hoping his dad wouldn't notice them trembling.

"Good, good." Normally, Michael's dad would have rambled on about the players and the stats and the outrageous calls the refs had been making but he clearly had something else on his mind. His smile made Michael even more uneasy. "So, um, you're home earlier than usual. Anything going on?"

"No, no. I'm just a bit tired and stressed out. Midterms and all." The more he tried to act normal, the more abnormal he felt. His dad was going to see right through him.

"So, no big date or anything?" Bill raised an eyebrow.

Michael felt queasy. His dad had never taken an interest in his relationships. "No, not tonight," he said, then, noting his dad's smile transitioning to a frown, he quickly added, "Maybe this weekend though."

"Great!" his dad said, brightening, then lowered his voice conspiratorially. "So, listen, Mike, I don't suppose you remember what time your mom typically comes home from her dance class, do you?"

The question caught him off guard and he answered without thinking. "Yeah, she should be home in about an hour, but sometimes she stays behind and talks to some of her friends."

"Perfect, thanks Mike!" He rocked on his heels for a moment and cleared his throat. "Well, I'm going to get back to the game. You want to come down and watch with me for a while?"

"No thanks, dad, I'm going to grab something to eat and maybe take a nap or something."

"Okay, well come on down if you change your mind."

Michael watched his dad disappear downstairs then leaned against the nearest counter, his head in his hands. "Oh, FUCK!" he muttered.

***

Forty-five minutes later, Michael was startled from his sleep when Bill stepped into the kitchen again. "How are you holding up, Mike?"

"Huh?" Michael lifted his head, a string of drool connecting his face to his poli-sci notes. "Oh, crap."

Bill laughed. "You look like hell! Why don't you go to bed?"

"I can't. I need to see mom." His heart stopped as he realized what he had said.

His dad looked at his watch. "Well, she should be here in ten or fifteen minutes. But you really should go to bed right after. You aren't doing any good studying in this condition."

"Yeah, okay, I will."

Bill opened the fridge and grabbed a beer.

Michael watched him expectantly. 'Okay, you've got your beer, now go downstairs.'

He rummaged through the drawers until he found a bottle opener.

'Okay, you've got your beer and an opener, now go downstairs.'

He pried the cap from his beer.

'You're missing your game, dad, go downstairs!'

Setting down his beer, he put the opener back in the drawer and threw the bottle cap into the trash.

'Just go the fuck downstairs!'

Grabbing his beer from the counter, Bill walked to the table and sat down across from Michael. "So, how's school going?"

The voice in Michael's head screamed but, taking a deep breath, he managed to answer calmly. "Fine, I'm a bit worried about a couple of my exams, but I think I should do okay with most of them."

"Need any help studying?"

"No offence, dad, but what do you know about politics or economics?"

"Not much, but if you have a practice exam, I could quiz you."

"Thanks, but no."

"You sure?"

Michael nodded resolutely. It was clear his dad wouldn't be going anywhere soon.

"Alright, don't say I didn't offer." Bill leaned back and took a long draw from his bottle.

***

"Michael, we need to talk," Ellen whispered sharply as soon as Bill stepped out of the room, "Stay here, I'll be right back."

Michael watched her receding back as she chased after her husband, wondering what the hell was going on. His mom had been home for twenty minutes and, much to Michael's chagrin, his dad had been there since she had arrived. He had been attentive, as a good husband should be: Kissing her when she walked in, helping her with her coat, and asking about her dance class. Michael could barely contain his jealousy and frustration - being there for Ellen was what he did, not his dad! And now she wanted to talk to him. He didn't have time to worry over it before she strode back into the kitchen.

"Come on, grab your coat," she said walking past him and into the mudroom.

She was already in her car by the time he got to the garage. Michael climbed in. "Where are we going?" he asked, his cheek pressed against the glove box as he tried to tie the shoes he had hastily thrown on.

"I didn't want to worry about being interrupted, so I told your dad that you're anxious about something to do with your girlfriend and wanted to talk to me. So, we're going to get something to eat and talk." She looked grim.

"Dad knows I don't have a girlfriend," he protested, more confused than before.

"No, he knows you do. After he heard us on Sunday, I told him you'd been seeing someone for a while, but it must have gotten serious recently." She smiled, but there was a hardness to it that Michael found unsettling.

"Dad heard us?!" His voice cracked.

"He told me last night as I was starting dinner. He seemed proud of you. I think he was beginning to wonder if you would ever have a serious girlfriend." Now it was his mother who was smirking.

"I honestly don't know if that makes it better or worse, mom," he grumbled, "Is that why you wanted to talk?"

"Partly." Ellen said it with a finality that made clear he would have to wait a while longer to get a more complete answer.

***

Dinner was quieter than usual. Ellen was starving and didn't want to talk until she had taken the edge off her hunger. Michael, too anxious to talk or eat, just watched his mother, waiting for her to finish.

When her plate was nearly empty, he broke the silence, quietly asking, "So, what did he say when he told you he heard us?"

"He just asked me if I knew that you had a girlfriend." Ellen fidgeted in her seat, not looking up.

"And what did you say?"

"I said yes, but I didn't know much about her." She pushed a bit of lettuce around her plate.

"And?"

"And he said, 'Based on what I heard this afternoon, they know each other pretty well.'" Blushing furiously, Ellen looked at Michael for a moment before dropping her eyes again.

"So, he doesn't suspect it was you in my room?" asked Michael, feeling as though he might be able to breathe again.

"No, he seems convinced you have a girlfriend."

He wanted to feel better, but the tone of her voice made him uncomfortable. Uneasily he asked, "So, we're good, right?"

"No, we're not 'good', Michael! In what way could we be 'good'?" she said throwing her napkin on the table and glaring at him.

"But if dad doesn't suspect..."

"We got away with it this time, but what if he recognizes my voice, or catches me coming out of your room, or, worse, in your room?" Ellen struggled to keep her voice down and glanced around the nearly empty restaurant before continuing. "Michael, we need to stop. I need to put a stop to this. I didn't mean for it to... I shouldn't have..."

Her words dissolved into tears, and she hung her head, unable to look at him.

Michael sat clenching his jaw, worried he might vomit if he opened his mouth to speak. He reached for her hand, but she pulled back, dropping her hands to her lap, beyond his reach. Desperately he croaked, "Mom?"

She retrieved her napkin and dabbed at her eyes before taking a deep breath and looking at him resolutely. "There's more you should know."

"What?" His voice was barely audible.

"I was in the kitchen when your dad told me he had heard you and your 'girlfriend'. He came up behind me and held me tight. I almost called him sweetie, but I caught myself. He doesn't hold me the way you do. As he was describing what he heard, he started cupping my breasts, running his hands over my thighs, pushing himself against me. Hearing you...us...turned him on. He said it reminded him of when we were younger." She took another deep breath.

"What? What'd he do?" He knew the answer before he asked.

"Michael, I made love with your father last night." The words came out in a tumble, then, more calmly but quietly, she added, "It felt good to be wanted by him again. It felt right being with the man I married."

Michael slumped down and watched the bubbles rising in his soda. They were both silent.

Ellen wondered what was going through his head.

Michael could only think of how far he had fallen in the last twenty-four hours. His voice cracked when he finally spoke. "I don't know what to say."

Her motherly instincts were screaming at her to comfort him, hold him, do what it took to ease his pain, but she held herself back fearing it would only make things worse.

He finally looked up from his glass. "Why are you telling me this?"

She thought carefully about her answer. "I guess I hoped it might bring some clarity to you somehow. Maybe if you could see just how complicated our relationship would be, maybe you could see why I can't let it continue." She dabbed her eyes again. Her words were beginning to catch in her throat. "But I also needed to tell you because I do love you in my own way, not just as your mother, and you have a right to know. I'm already lying to one man in my life, I don't want to lie to you too."
The table fell silent again.

"So, what now?" He dreaded her response.

"I need to see where things are going with your father," she answered softly, "If he is going to be more attentive, more present, I need to give him a chance. We did love each other, and on some level, I still love him. Somewhere along the line we just stopped being in love. We fell into our own deep ruts and didn't make any effort to get out of them. He's been making an effort the last couple days; we've got a chance to reconnect. Meeting him halfway is the least I can do."

"And what about us? Am I supposed to just forget about you?" he asked, his voice rising.

"Michael, please don't tell me you want me to yourself. I'm married. I can't deny him just because things have been rough for a while."

"Fuck, mom, of course I want you to myself!" he said, struggling to contain his frustration, "You know how I feel about you! But that wasn't part of the deal, was it? This is just a fling, right? In the long run, we're going to have to go our separate ways, and I'll marry someone who will never live up to my ideal woman, and she and I will grow apart, and we'll find solace in other things and other people, but she'll still sleep with me once in a while because that's what married people do."

"Michael, you're being unfair!"

"Of course, I'm being unfair! I'm in love with the one person I can't ever be with! How is that fucking fair?"

"You say that like you're the only one suffering here! What do you think will happen if I start pushing your father away whenever he comes close to me? You don't think that will make him wonder what's going on? I have to try and rebuild my relationship with him even though I want to be with you. You don't think that hurts?"

Michael stared at her, wanting to find a weakness in her argument but coming up empty. He put his head in his hands. "No, you're right, mom," he said, before adding quietly, "Why does being in love hurt so much?"

Ellen's features softened and she reached across the table to take his hand. "You just need to find someone who can give you the love you deserve," she said, gently caressing his fingers.

***

The house was quiet by the time they got home. A light had been left on in the kitchen but a quick glance around made clear that Bill had gone to bed. Michael switched off the light and they stood in the darkness at the bottom of the stairs. Leaning forward, he found her cheek with his lips and kissed her lightly.

Ellen pulled him in for a hug, softly saying "I know it's difficult for you. Please just understand that it's difficult for me too."

She brought his face to hers and they kissed tenderly. Michael felt as though his mother was about to board a flight with no idea if she would ever return. Ellen felt overwhelmingly conflicted: Joyful about the love that had possibly been rekindled with her husband and grieving for the love she had found and lost with her son.

***

Midterms were over. Michael was reasonably certain that he had passed all his exams. He was just as certain that his scores would do nothing to help his grades. He told himself he would work harder in the last half of the semester to recover. Without the distraction of his relationship with his mom, it would be easier to concentrate.

Reality, however, had other ideas.

Seeing the woman he loved in the arms of another man every day, even when that other man was his father, was tearing him to pieces. Each laugh, each embrace, each kiss his parents shared cut into him. His mother's avoidances of him were like rubbing alcohol poured into the open wounds.

He found himself lying awake at night, long after his parents had gone to bed, listening to every creak and groan in the house, wondering if they were having sex. He'd never thought about their sex life previously. That they would ever have sex simply never entered his consciousness. Now the thought of it made him ill.

His father, whom he had previously thought of as only uncaring and self-absorbed, became insufferable. Everything he did, from the way he greeted Ellen to the way he chewed his food, was obnoxious and just plain wrong. Every time he greeted Michael with a, 'Hey, Mike!', knowing full well that wasn't his name, made him want to lash out.

Michael's father attributed his sullen and hostile attitude to 'being a teenager', reassuring Ellen that, "He's always been a good kid, he's just finally gotten around to acting out against his parents. He'll grow out of it."

Ellen, of course, knew better but had no way of telling her husband the true nature of Michael's anger. She wanted to console him but feared doing so would only give him false hope that their relationship could continue. Instead, she kept her distance, focusing her attention on her husband, hoping Michael would move on.

Unable to bear being in the house with them, Michael began studying on campus and hanging out with his friends until well into the evening. If he was at home, he was in his room, the door firmly shut to the world outside.

***

"Did you see the text from Mike?" Bill asked, giving Ellen a quick kiss on the cheek and grabbing a beer from the fridge.

She rested her spoon on the edge of the pan and, wiping her hands, reached for her phone. "No, is he skipping dinner again?"

Hearing the distress in her voice, Bill set his bottle on the counter and wrapped an arm around her shoulders. "It's okay, he's growing up. You knew he would have to leave home sometime, right?"

She nodded and pulled him in for a hug, as much to hide the tears welling in her eyes as for the comfort of being in his arms. She took a few deep breaths to calm herself before pulling away and turning to the stove again. "I just wish he'd give me a little more notice," she deflected, "I made one of his favorites."

"I expect he's out with his girlfriend," her husband replied, smiling knowingly as he removed Michael's place setting from the table, "You remember what it was like. We used to sneak off every chance we got."

"I suppose."

He didn't understand why she sounded so hurt. "Have you met her?"

Ellen's heart skipped a beat. This was not a conversation she was prepared to have. "Just briefly, a couple times."

"What do you think of her?"

"She seems nice enough, but I don't think she's right for Michael."

Bill laughed. "Will you ever think any girl is right for Mike?"

"It's not that," she said making a face, "I just don't see things working out for them over the long term, and I don't want to see him get hurt."

"Well, he's too young to be worried about the 'long term' anyway. He should be out having fun, and, based on what I heard of them that Sunday, he's doing that!" he smirked.

Ellen felt faint and desperately wanted to change the subject but couldn't think of a graceful exit. "I don't know, when I saw them together, he seemed head over heels for her. I just think he's setting himself up for disappointment."

"What makes you say that?"

She could sense her face turning red and was glad she was still facing the stove. She hadn't thought this through. "She's older than him, for one thing."

"So?"

"Well, I think she graduates in December, and she'll probably head back home to find a job, and Michael can't go chasing her all over when he's got three and a half years left in school." The lie sounded so obvious she winced as she said it.

"So, he'll get his heart broken, he'll have to make some adult decisions, and he'll grow from the experience," Bill reasoned, "He'll be better for it in the end. And in the meantime, he's learning a bit about women."

Unable to hold back any longer, Ellen began to cry. Through her tears she managed to quietly ask to change the subject.

Bill took her in his arms again, holding her tight as she sobbed against his shoulder. "I'm sorry, Ellie. I didn't realize you were so upset about this girl," he said softly, kissing her hair.

She clung to him, nauseated by the whirlwind of emotions twisting inside her, her body shaking as she cried. The pain and fear and guilt that had been building inside her for weeks poured out in her tears. Everything was her fault - she had betrayed her husband and driven her son away from his family - and she was certain Bill would see it the moment he looked into her eyes. She wanted to run and curl up in some dark corner where no one would find her, but her legs felt as though they might give way at any moment, so she just clung to him tighter, keeping her face buried and out of his sight.

Bill rocked Ellen in his arms, whispering, "It's okay," over and over, and stroking her back as she trembled against him. He was perplexed by his wife's sudden breakdown. Clearly this was something more than Mike missing dinner or dating a girl she didn't approve of, but he hadn't a clue as to what.

***

It was after midnight when Michael pulled up in front of the house. The sleepless nights and long days were taking their toll and he was looking forward to collapsing in his bed. He only hoped he would finally be able to get a decent night's sleep. Dragging his backpack from his car, he made his way onto the porch, unlocked the door and quietly stepped inside.

"Mike, we need to talk."

"Fuck!" Michael yelled reflexively, nearly jumping out of his skin.

"Language, Mike!" Bill tried to contain his laughter and sound stern.

"Jesus, dad, you scared the crap out of me! Why are you still up?" Michael asked angrily.

The hint of a smile on his dad's face disappeared. "Because your mother is as upset as I have ever seen her, and I want to know why."

Michael's stomach plummeted to the floor. He leaned onto his anger like a crutch. "How should I know? Did you ask her?"

"She was too upset to talk, but it started after you texted tonight about missing dinner." His dad crossed his arms. "Were you out with your girlfriend?"

Michael wasn't sure where this was going but decided it would be best to stay as close to the truth as he could. "No, I was at the student union working on a paper. Why?"

"Your mom doesn't seem to like your girlfriend very much. She thinks you're going to get hurt."

"Well, she doesn't need to worry about that anymore. We broke up," he said sullenly.

"Seriously?" his dad asked, surprised, "What happened?"

"She went back to her ex, and, yeah, it fucking hurts."

Bill ignored his son's profanity and studied him in silence. His shoulders were sagging, his face was pale, his eyes were bloodshot, and his clothes hung on him as if they were two sizes too big. 'What the hell is going on with my family?'

"You look exhausted, Mike. Go to bed," he said sympathetically, "We'll continue this later."

"Okay, dad." He bent to take off his shoes.

"One more thing: You are to be here on time for dinner every night your mom cooks unless you have a reasonable excuse. You can write a paper at your desk upstairs just as well as you can on campus. Got it?"

"Got it," he answered grimly, nodding his head without looking up.

Bill watched him a moment longer, then turned and headed upstairs.

Michael lay on his bed until the early hours of the morning, staring at his phone. He had started and erased a dozen texts to his mom, each one worse than the last. Cross-eyed, he gave up, put his phone on the nightstand and shut off his light.

***

Tired of feeling angry and sick all the time, and no longer able to stay out late or hide in his room to avoid his parents, Michael decided his only choice was to move out. He would need a job to cover expenses, and he worried what that might do to his already flagging grades, but the torture of being at home and seeing her every day was far worse. He chose not to tell his parents about his plans. It would be easier to deal with them once everything was in place.

The job turned out to be easier than he had expected. Networking with his friends, he found a position with a big box store that was hiring evening and weekend shifts. The pay wasn't great, but it would cover rent near campus and basic groceries. He would have to forego luxuries, like eating out and Netflix, but that felt like a small price to pay. Telling his parents that he wanted to start working to build his savings, his first shift started only a couple weeks after his search began. His dad had been supportive. Ellen fretted over his grades.

Finding someplace to live was much more difficult. Everything near campus had been leased since the beginning of the semester, and no one was moving out until after the school year. Everything further from campus was priced for people with decent jobs. Eventually he stumbled upon a place that had come on the market unexpectedly, the former tenant having dropped out of school. It wasn't great: It was a small third floor walk-up, the appliances were old, and the walls were thin; but it was better than seeing his mom every day and not being able to hold her. Borrowing his dad's truck and promising to pay his buddies in tacos afterwards, he was able to move everything from his house to the apartment in one day. He even found a second-hand couch they were able to haul up the six flights.

His apartment filled with boxes and a few meager pieces of furniture, Michael returned home to drop off the truck, pick up his car and look for any stray items he may have missed. Having scanned all the other likely places in the house, he was now staring at the last few boxes in his bedroom closet.

Until this moment, the day had been exciting. Plodding up three floors laden with boxes and furniture and trash bags full of clothes was physically exhausting, but with each step his mental load lightened. He was moving into his first apartment, with all the freedoms that would bring. No curfews, friends over whenever he wanted, no yardwork, chores when he chose to do them, his own music as loud and late as he wanted...

Now, he stared at a blatant reminder of his real reason for leaving. The first time he had made love with his mother, he had packed away his Legos and action figures and other things that had been meaningful to his younger self, wanting her to see him as the adult he had become. He had willfully ignored the boxes shoved in the back corner of his closet when loading the truck throughout the day. As the last items in his room, he could no longer ignore them.

He could think of no practical reason for bringing them to his apartment. His place was small. Packed or unpacked, they would only take up valuable space. If...when...he started dating again, he wouldn't want anyone he brought back to his place to see them. And he certainly had no interest in playing with anything in those boxes again.

Just the same, leaving them behind felt disingenuous. He had changed over the last couple of months, but that didn't make these things any less a part of him. Maybe by embracing them, he could feel more like himself once more.

Undecided, he turned from his closet and stopped short. Ellen leaned against the door jamb, arms crossed protectively across her chest, tears silently streaming down her face. He wondered how long she had been there, why she hadn't said anything, what she wanted from him. Her mouth opened but she didn't have the words. Shaking her head and looking at the floor, she walked from his room, down the hall and into her bedroom. The door shut with a quiet click behind her.

Michael wanted to run after her, barge into her room, take her in his arms, tell her he loved her, make the world right again, but his friends were calling from the front porch.

"Hey Michael, you ready? We're starving!"

"Yeah, just a sec," he yelled down. He glanced one last time at his mother's door, then trudged down the stairs and out the door.