URL: http://web.archive.org/web/20130901204429/http://www.literotica.com/s/the-mom-memories-franks-story
Author: alwayswantedto
Title: The Mom Memories: Frank's Story
Tags: The Mom Memories: Frank's Story, alwayswantedto, mom, son, reluctance, seduction, mature, older woman, young male, mother/son

Summary: Secret group exchanges maternal memories.

Secret group exchanges maternal memories.

This is Frank's story compiled from Chapters 2, 5 and 7. Other extracts are forthcoming.


All characters are 18 years or older.

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

Part 1 from Chapter 2.

Hi everyone. My name is Frank. I won't say my mother's name, I'll just call her Mom.
My story isn't that long and maybe not that exciting, but it is what happened. My
Mom and Dad always seemed to get on well and were about the same age. I was close
to Mom because I was sickly as a small child. There was something wrong with my heart
so I couldn't be active in sports. So I'd always been closer to Mom than Dad and she
always doted on me. We spent a lot of time together.

But that all changed when I discovered girls. Or, should I say, one particular girl.
I became interested in girls late, not until final year in school. I went on a few
awkward dates and Mother tried to be helpful to make sure I did OK. So she would ask
me about the girls and give me advice on how to deal with them. She just hated for
me to be disappointed.

Then I met this girl in first year college. Mom knew something was different because
I didn't want to discuss her. This really piqued her curiosity and she was relentless
in trying to find out more about Donna. Now, I really did like this girl but I think
the reason I wasn't so eager to discuss her with Mom was because she'd already taught
me a lot and I didn't need to ask her much anymore. Things were going well; I didn't
need help. And this seemed to be exactly what seemed to bother Mom. She wanted to
be involved, to be in the know, for us to be confidants again.

Mom queried me when I got home. She'd corner me in the kitchen when Dad was watching
TV, in the living room if he was working in the garage, or even come to my room to
grill me. Somewhere along the line, I changed from avoiding Mom to feeding her a line,
about how Donna was different from the other girls, more mature, sexier. I even mentioned
that her figure was more womanly than the girls I'd gone out with before, how she
was more confident and more casual about her dress. "Not sloppy," I assured her, just
that she didn't get flustered if part of her blouse opens a bit, or her skirt rides
up when we're laying around studying. And there was that one time when she was just
wearing a long nightdress, because she'd forgotten I was coming over and had gotten
ready for bed early.

"Well," she said, "you want to be careful, Frank. You don't want to have to get married
and not finish college."

"Oh, Mother," I replied, "we're not going to go that far." And then I added, impishly,
"It's just that she looks so good, Mom. It's a great feeling to be around a woman
who's comfortable with you, who doesn't mind letting you enjoy seeing her."

"Oh, I see," Mom's voice trailed off and she looked away, up toward the ceiling. "I
see," she said again, and wandered off.

Now, I had led Mom on a bit. Donna had been in her nightdress but she'd covered herself
up with a housecoat before we started studying, and the glimpses of her legs and bosom
were not intentionally provided. I just thought I'd put Mom off her questioning by
providing answers that might embarrass her. But it didn't. In fact, it seemed to intrigue
her even more, and something else: It made her jealous that another woman was garnering
her son's attention.

I twigged to this the next day when Mom asked me again about how 'comfortable' Donna
was with me, and how she showed it. This is where something evil in me sprang forth,
something that made me lead Mom further down the garden path rather than admitting
that I'd stretched the truth a bit.

"Well," I answered, "she shows her legs at lot. I mean, she doesn't dress in really
short, slutty skirts or anything like that. But she wears night clothes when we're
at her place, you know, slips and stuff that she only wears around the house. But
she's not fussed about me seeing her like that. It's nice."

"Nice," Mom repeated. "And is that it, she let's you look at her legs?"

"Well, if she's wearing button up pajamas," I pushed a little further," she doesn't
seem to mind if a button or two comes loose. It's nice to look at a woman, especially
when she lets you. It doesn't do any harm. It's just looking."

"I see," Mom responded, "I see."

After dinner, I was sitting in the living room reading over my notes for an upcoming
exam while Dad was watching a baseball game. Mom had gone upstairs after finishing
the dinner dishes instead of joining us in the living room as she usually did. When
she came downstairs, she had already changed for bed. She was covered in a floor length
robe and wore her fluffy pink slippers. She sat down in the chair next to the couch
to read a magazine.

The movement of her foot, bouncing in time to some music heard only by her, distracted
me from my studying. The robe had fallen from her dancing leg, baring it to her knees
but was held from parting further by the magazine Mom held in her lap. Her foot was
tapping to the silent melody as well, and twisting around in a small circle.

Now, I had seen my Mom's legs before, up to her knees in any of the dresses she normally
wore, and all the way up in the summer when we went swimming. But I began to pay more
attention to her legs and her swirling foot than I did to my notes. I sensed that
there was something strange in the air, given our conversation earlier that day and
the one before. Something was very different. I could feel it, and there was something
odd about the pleased smile on her face.

Suddenly, I noticed her looking at me, watching my eyes following her legs. Flustered,
I went red in the face but I couldn't help looking back down at her legs, which never
stopped moving.

"Studying for a big exam?"

"Uh, yeah," I managed to squawk.

"Would you like some help? I could ask you questions." She tossed her magazine aside
and leaned forward, reaching out for my notebook, which I numbly handed to her. She
asked me a question, to which I didn't respond.

"Come on, Frank," she urged me, stretching her leg out, scrunching her foot until
her slipper fell off, poking me in the knee with her bare, pink-nailed toe.

I stumbled out an answer which I'm sure was wrong, but she went on to ask me more
questions without saying anything. After each question, she poked the side of my knee
with her toe, curling her foot as she drew it back a bit. The strange smile never
left her face.

After a few more questions, my Dad burst in, "Come on you guys, take it upstairs.
I can't hear the game."

Mom stood, "Come on then Frank," and walked off with my notes. I followed her upstairs
to my room, watching her hips sway from side to side all the way up the stairs. In
my room, she motioned for me to sit on my bed. She closed the door and latched it.
"We don't want to be disturbed while we're studying, now do we?" she said as she walked
over to the chair by my desk.

She dragged the chair closer to the bed and then sat in it, facing me, crossing her
legs as she laid my notes on her knees. "Now, where were we?"

I watched her legs as she wiggled her foot while looking over my notes, until her
slipper fell off. She continued twisting her foot around, drawing my attention to
her feet. "Oh, yes, here we are," she said, lifting the notebook and letting her robe
part a little above her knee, exposing the side of her thigh just a little. She began
to ask me questions.

Every once in a while, she would lift her leg and poke at the side of the bed beside
me where I sat with my back against the headboard. She would hold her leg there, the
muscles tensing as she pushed at the bed and relaxing as she released the pressure
on the mattress. When she pulled her leg away to cross it on the other, her robe would
slip a little higher up her thigh. She would then pull her robe together to cover
her legs, but not every time. I could see more and more of the side of her thigh,
the curve of her leg at the bottom drawing my eyes as it dropped down in a gradual
swell out to the fullness of her thighs.

The first time she left her robe open was after she'd left her foot on the bed, continuing
to ask me questions, her leg on full display the whole time. When she pulled her leg
back, she didn't cross it over the other one right away. Instead, she held the notebook
up high, hiding her face, while her legs were openly displayed right up to the top
of her thighs. She examined my notes like this for several minutes, allowing me to
freely gaze at her open legs before saying, "Oh yes, here we are," and casually crossed
her legs again.

I had long since raised my knees to rest my head on them, partly to improve my view
of her legs and partly to hide my raging boner. When Mom heard Dad come up the stairs
and enter the bathroom to get ready for bed, she stood and leaned down to give me
a kiss.

"Would you like me to help you study tomorrow night too, honey?"

I tried to look into her eyes but I couldn't tear my own eyes away from the vista
yielded by her parted robe as she bent over, a clear horizontal view inside her lacy,
yellow nightgown revealing unencumbered, dangling breasts, nipples barely covered
by the flimsy material. Mistaking my lack of response, she went on, "Well, you think
about it and let me know."

She stood and, hips swaying, walked to the door where she turned and smiled sweetly
before she went out.

The next day, Mom wore a white blouse and heavily pleated skirt that fell to her knees.
Although conservative, I couldn't help but keep my eyes on her legs while she prepared
dinner. I don't think this was lost on her and she seemed pleased. As dinner ended,
just as Dad was getting up to retire to the living room, Mom asked, "Are you going
over to Donna's to study tonight, dear?" As she finished her question, she brought
her hand up to toy with the top button on her blouse, threading it loose after Dad
left the kitchen and pushing her blouse apart a little. She gave me a funny little
smile.

Although I had made arrangements to study with Donna, I changed my mind on the spot.
"Uh, no. I thought ... maybe, you could help me out again, Mom."

"Oh, I'd be happy to. I like helping you, Frank."

When I started to help clear up the dishes, Mom shooed me away. "You go get ready
to study," she insisted, "and I'll be right up."

I went to my room and changed into my pajamas. I couldn't sit there for another hour
in my jeans like the night before, bending the hell out of my dick. I dragged the
desk chair closer to the bed so her feet would stretch right onto the bed against
my leg or, if she pushed her feet on the edge of the mattress, her she'd have to lift
and bend her knees, which would make her skirt slide up her thighs. Then I waited.
I couldn't help touching my dick and rubbing it, congratulating myself on my cleverness,
while erotic images of my mother played in my head.

When she came, she was wearing the same floor length robe. I wasn't disappointed because
I was looking forward to it parting over her gorgeous legs as she stretched them from
the chair to my bed. But Mom ignored the chair. She came directly over to the foot
of the bed, kicked off her slippers, and sat on the end of the bed, crossing her legs
yoga style. Her legs were completely covered by her robe, and there was no way it
could open to show her legs while she was sitting like that.

"Hand me your notes," she commanded, stretching her hand out. I passed them over,
disappointment turning to embarrassment as I shamefully realized that, in this new
seating configuration, I was left with nothing to hide my still hard cock tenting
my pajamas. I closed my legs together, trying to hide it. Mother didn't seem to notice
as she immediately launched into a series of questions.

As our interaction turned into a real study session, quite like my real visits with
Donna, my hardon subsided. Just as I was really thinking about my exam, Mom stretched,
arching her back as her arms reached up toward the ceiling. "Oh, I need a break,"
she said, standing up. She walked in a little circle and stopped again at the end
of the bed. Without saying anything, she toyed with the belt on her robe, loosening
it slowly, and then pulled it completely undone. Opening the robe with her hands,
she pulled it wide, holding it open for a moment, and then slipped it off her shoulders,
wriggling her hips to help it fall to the floor. She stood there for another moment,
clad only in her nightdress, before saying, "Are you comfortable studying with me,
sweetheart?"

"Yeah, Mom. You're great to study with," I blurted out, closely examining her figure,
her body hardly hidden by the thin material of her nightgown which fell short of her
knees. The thin silky material clung to the side of her breasts despite the plunging,
lace-lined neckline in the front, the holes in the lacy part providing tantalizing
peeks at the skin underneath. She stretched again, her breasts bulging and almost
parting her bodice.

"Good," she said, "because I'm very comfortable studying with you, you know."

She resumed her position on the bed, again crossing her legs, but this time they were
bare, and her openness lifted the hem way up, so high I could see her panties. Instead
of holding my notes in front of her, she laid them on the bed between us, leaning
over to read, opening a gap in her bodice which allowed me a clear view of her bare
breasts as they dangled slightly from her chest.

She asked questions slowly from then on. It was as if we both understood that studying
was now peripheral to something else we were doing. As my cock hardened and bulged
against my pajamas, I realized she could see it, just as I could see her panties from
my similar vantage point. I didn't care. I didn't want to move lest I break the spell
surrounding my bed. I kept my eyes steadily on her jiggling breasts, straining to
peer down the gap in her nightgown as she leaned over, absurdly far, to read my notes.


Mom nudged the notes closer to me until the top edge pressed against the bottom of
my legs. She grasped my ankles, pressing down on them to lift herself, and dragged
herself forward closer to me, bringing her bent knees to rest under my legs that were
stretched over hers so that my feet were planted on either side of her thighs. Her
gaze fell to my tented pajamas.

"Is this how you study with Donna?"

"Yes," I lied.

"Is this how she lets you look at her?"

"Yes," I lied again, "almost."

"Almost?" Mom asked.

"She lets me touch her legs." Truth had now been left far behind.

"Like this?" Mom took my hands and laid them on the upside of her knees where they
were bent, her calves tightly squeezing against the bottom of her thighs. When she
drew her hands away, I started to stroke her legs along the crease between her calves
and the inside of her thighs.

"Yes," I croaked out.

"Do my legs feel as nice as hers?"

"Better," I croaked again.

"Better?" she smiled.

"Yes."

She seemed pleased. "What else does she let you do?"

"She lets me look at her, up here," I nodded at her chest. Pinocchio must be turning
over in his grave. Mom looked skeptical.

"She does. Honest, Mom," I lied shamelessly, holding the most innocent look I could
muster on my face. I stared at her breasts intently. I let my palms fall flat against
her leg, near the juncture of her thigh and her hip, my thumbs trailing down between
her legs. I gently pinched her legs as I stared, as if to emphasize how important
it was to see her breasts.

"You're sure she lets you do that?"

"Yes, Mom. She really does." I slid my hands deeper between her legs.

"Alright, then. But just a peek for now." She reached down, grabbed the hem of her
nightie and pulled it up, slowly. It seemed to take forever to bare her belly. It
took even longer to clear the bottom of her breasts, but then there they were, her
hands held up in front of her face, holding her nightgown, her tits springing out
toward me.

Gorgeous. Simply fantastic, beautiful tits. Her arching back stripped any sag that
might be there and jutted her nipples into the air. Just as I was losing all restraint,
about to plunge my mouth down onto one of those incredible globes, she yanked her
nightie down.

"That's all for tonight," she gasped, her breathing rapid for some reason, matching
my own. We sat facing each other, in collusion. She smiled, then laughed softly. "Maybe
we're getting too comfortable with each other," she sighed, leaning her head forward.


I moved ahead myself, until we were cheek to cheek. I looked down at my hands on her
thighs. My cock was very, very hard. I could tell that it had poked through the open
fly in my pajamas and was bare to her sight.

"I don't think so, Mom. I think we're just right, perfectly comfortable."

Reaching up I tilted her head forward tight against my cheek so that she was facing
straight down at my cock, its head straining up toward her. Neither of us spoke and
there was no other acknowledgement that my bare cock was pointing up to her face.
I pushed my left hand even deeper between her thighs and let my thumb slide out across
the front of her panties.

To distract her from this action I immediately prompted, "Could I look one more time
before I go to bed, Mom?" as if I was asking for yet another bedtime story like I
always did when I was little, and she always complied. I held her head against me
as once more she lifted her nightgown up and over her breasts.

"Let me look for a while, Mom," I pleaded, continuing to brush my thumb across her
panties.

After a minute, I dropped my right hand down from her head, and slowly moved it toward
her hanging breast. We both watched, heads together, as my hand moved closer until
it cupped her right tit. Gently, I brought pressure to bear until I was squeezing
her tit, massaging it. She didn't pull away. I pulled down on it, squeezing as my
palm and fingers slid off, pinching her nipple and tugging it down toward the bed.


"Thanks, Mom. This is more than Donna ever let me do," I finally spoke the truth.
"I want to study with you all the time."

"I'd like that, son."

"You'll always do more for me, won't you Mom?" It was a rhetorical question, the answer
understood.

"Yes, baby. I'll always do the most for you, more than any girl," Mom answered anyway.


Just then we heard Dad coming down the hall. We hadn't heard him climbing the stairs.
He paused outside my door, which this time Mom hadn't latched. We froze, like deer
caught in headlights.

"I'm going to bed," Dad called out.

"OK dear. I'll be right there. We're almost finished," Mom answered, managing to speak
in a normal voice.

I reached up to pull Mom's head further forward. I kept pulling, increasing the pressure,
slowly pulling her head down toward my quivering cock.

"More, Mom, more," I pleaded, almost whining.

Dad's footsteps retreated toward the bathroom.

I pulled my other hand away from her panties to place it against the back of her head
too.

"Please, Mom. More," I repeated. I heard the bathroom door close.

"More," I gasped as I felt her dry lips squeeze over the head of my cock.

"More," I said again as I my cock pushed into her mouth.

"More," I gasped louder as I pulled her head down and thrust my hips forward, my cock
tasting the wet feel of her tongue as it slid under my shaft.

"More ... more ... more, " I rasped as I hunched my hips erratically, again and again,
fucking my cock into her mouth.

"Mommy ..." I cried out loud a minute later, spurting my come into her mouth, holding
her tighter with each spasm, each release of my spunk into her throat.

I fell back against the pillows, my hands loosely holding Mom's head on my softening
cock.

She didn't look up. She kept her face down on my cock, bathing it with her tongue
until it lay limp in her mouth.

"Tomorrow, I need to start studying for my history exam," I announced.

She nodded her head, springing new life into my young cock. She squeezed it in her
mouth.

"Dad's already gone to bed," I stated for good measure, trying to keep her there as
my cock swelled and hardened in her mouth.

She nodded again, the action sliding her mouth over my cock. I grasped her head more
tightly, thrusting gently, fucking her sweet mouth for the second time in ten minutes,
for the second time in my life.

Well friends, that's it for now. I'll tell you more about me and Mom in my next letter.
In the meantime, I look forward to reading your stories.

Part 2 from Chapter 5.

Hi everyone. Frank here. First, thanks for all the letters. I can't tell you how much
I look forward to receiving your letters. They were so interesting that I doubt you
remember my story. My mom had offered to help me study for exams, something she'd
never done before. I think she really did it to keep me away from Donna, a girl a
little older than me who I had deceived my mother into thinking was interested in
me sexually. This led to Mom flirting with me, teasing me with her legs, allowing
me to look down her blouse and even touch her breasts and her panties, culminating
in her taking my cock into her mouth in my room while we were supposedly studying.


I'm not sure whether Mom had got carried away with the taboo excitement of being sexual
with her son, especially when my father was so close by, or if she was willing to
do whatever to keep me away from a woman she thought would lead me astray before finishing
college. It didn't matter to me, as long as she let me touch her and put my cock in
her mouth again. I wanted her all the time now. I couldn't look at her without getting
a hard on.

Like the very next day at breakfast. Dad read the newspaper, as usual, while Mom bustled
around the kitchen. That left me free to constantly follow Mom's every move. She wasn't
dressed any differently than normal but I could still see her legs, her slender bare
arms, and the hints of her breast moving under her dress. Mom did seem to pay more
attention to me. She smiled at me every time she brought something to the table and
would glance my way when she stretched up to get something from a cupboard, pulling
her dress tightly against her body, knelt down to retrieve an item from a lower cupboard,
allowing her house dress to ride up on her thigh, or bent over to reach into a bottom
drawer. Or was it just my imagination?

She finally joined us at the table. Dad, having long finished eating, had buried his
nose in the paper. Mom noticed that I had waited to eat with her, something I hadn't
done before. She seemed very pleased, rewarding me with an extra sparkly-eyed smile
and a pat on my knee.

"Thank you, dear. That's so nice of you."

"What?" father asked, without lowering his paper.

"Nothing dear. I was talking to Frank," Mom answered, trying to speak and swallow
her cereal at the same time, some milk spilling out and dribbling down her chin. She
pushed her chin out so the milk wouldn't drip on her dress.

Instinctively, I reached out and caught the little rivulet of milk before it fell,
dragging it back up my mother's chin with my finger and returning it to my her lips.
Mom gave me an appreciative look. And then I did it ... I pushed my luck. Looking
into her eyes, I deliberately poked my finger through her lips into her mouth. She
didn't do anything except glance at my father, without turning her face away or moving
her head. When her eyes returned to mine, I pushed my finger right in, feeling it
slide along her tongue. She let me do it and didn't glance away again. When she started
to gag a bit I quickly pulled my finger back. Mom closed her mouth around it, her
cheeks caving in as she sucked it briefly, before releasing it to form a smile. As
I pulled my hand away, Mom spoke again, "Thank you, dear. That was nice of you too."


"What?" my father asked again, not really paying attention. No one answered him.

When we were leaving, Mom asked if I wanted her to help me study again, because if
I did, she would skip her girls night out. I protested that she shouldn't do that
but she insisted, saying that she and Dad thought my school work had always been a
high priority for them. As we walked away, Mom called me back, "Come here, Frank.
You've got some breakfast on your mouth, dear."

Mom wiped the corner of my mouth as Dad continued on to the car, then slipped her
finger into my mouth, a curious smile on her pouting lips, then stretched up on her
toes and replaced her finger with a quick kiss on my own lips.

"Don't go to Donna's, I'll help you study tonight."

She watched us as we backed down the driveway and waved as we drove away. On the way
to school, Dad offered to speak to Mom if I would be better studying on my own or
with other students, but I assured him that studying with Mom was actually way better
than with other students because she didn't assume anything and asked all sorts of
things that other student's wouldn't, so I really had to know my stuff.

"Ok, well that's great, son."

I couldn't concentrate at all that day. I thought about Mom all day long and couldn't
wait to get home. I really wanted to skip my evening class but couldn't think of a
way to justify it, and was afraid to jeopardize anything with Mom because I knew she
actually meant it when she said my schooling was a high priority for her.

When I finally got home, Mom had waited to eat with me. We sat together in the kitchen,
kitty corner rather than at each end of the table, while Dad watched a game on TV.
A couple of times during our meal, we each made a production of wiping some allegedly
spied food from the other's mouth, followed by almost secretive smiles. Mom asked
me about the course I was studying for. After my monologue that lasted to the end
of our meal, interrupted by only a few leading questions from Mom, she leaned toward
me across the corner of the table and thanked me for my exposition, remarking how
interesting the course was and how infective my enthusiasm was, all emphasized by
the brush of her knee against mine which was what I really noticed.

Mom got up, placed her hand on my shoulder, and said, "You go up and get ready to
study. I'll be up in a few minutes." She walked into the living to speak to Dad. When
I passed through on my way upstairs, she was saying, "... so let me know if you want
anything because I'm going to help Frank study for his history exam, and we can't
have any interruptions once we start." I couldn't hear Dad's response but as I topped
the stairs I heard Mom reply, "Ok. Is that all, because I'm not coming back down."
I carried on to my room, my boner already starting.

In my room I stripped down to my boxer shorts and slipped into my housecoat, leaving
the belt undone, spread my notes around on the bed, and waited for Mom. I tried not
to rub my cock while I waited but couldn't help doing it a few times. It was at least
fifteen minutes before Mom came in. She was wearing a silky, three quarter length
kimono that covered nearly all of her but also clung to her figure, hinting at the
delights underneath. To my disappointment, she didn't climb up on the bed as I had
expected, as she'd done the last time. Instead, she pulled the chair near the bed
and sat down, just as she'd done the first time we had studied. "Hand me your notes,"
she said in a firm, authoritative voice.

She glanced through my notes for several minutes and then started asking me questions.
Half an hour later my dick was soft. Mom was actually serious about helping me study.
After an hour, I complained that I needed a break. She seemed reluctant until I remarked
that Donna wasn't such a hard task master. I thought that would make her angry, but
it didn't. She just smiled and shifted her feet on the edge of the mattress, allowing
her kimono to slip off her legs below her knees. I looked at her legs appreciatively,
and didn't try to hide it.

"Speaking of Donna," she said, "I found a package of condoms in your drawer here today."
She indicated my bedside table with a nod of her head. "Is she offering you something
new to study with her?"

I was stunned. As far as I knew, Mom had never looked through my things. And since
that package of rubbers had been there for almost a year, this must be a new thing
for her if she'd just found them. Cagily, I replied, "I don't think it would be right
for me to talk about that. You shouldn't be going through my drawers, anyway."

Mom ignored that. "I just want you to be aware of what you're doing. You should be
careful, you don't want to make that girl pregnant. Those things aren't foolproof,
you know."

"Mom, we talked about that before."

"Well anyway, I thought you liked studying with me. Don't you like studying with me?"


"Yeah Mom. At least I did before you started working me so hard."

"Just be patient, honey. I'll only quiz you for a little while longer." She stretched
her right foot out to press it against my leg, twisting her foot to rub her sole on
my thigh. "There's usually a reason for everything you know."

Mom had just started asking me questions again when we heard Dad coming up the stairs.
Mom casually withdrew both feet from the bed, set them on the floor, and adjusted
her kimono to cover her legs. There was a brief knock at my door and my father's head
popped in.

"How's it going?" Dad asked, his eyes flitting between us, taking in our studious
scene.

Mom finished asking her question then pointedly turned to Dad, "I said we shouldn't
be interrupted. We're in the swing of things here."

"Oh, sorry." Dad mumbled apologetically. "I'm off to bed and I couldn't remember if
Frank needed a ride tomorrow morning."

"Uh, no Dad," I replied, "I don't have any classes until 1:30 tomorrow."

"Oh, Ok son. Then I'll see you tomorrow night." Turning to Mom, he said, "See you
in the morning, honey."

Mom nodded as Dad shut the door, repeating the question she had just asked me. As
the sound of Dad's footsteps dwindled away, Mom replaced her feet on the bed, one
reaching forward to rub my leg again. The kimono, seemingly of its own volition, fell
away from her legs, but this time to well above her knee. Several more questions were
directed my way, but the sight of Mom's legs robbed me of my concentration and my
answers were faltering at best.

"Ok, mister. You need to buck up." Mom stood and crawled up onto the bed, straddling
my legs and squatting on my knees. Her kimono was pulled apart, exposing her legs
high on her thighs. My eyes stuck there.

"I guess I'll have to treat you like a little kid. If you answer correct three times
in a row, you get a treat. One." And she asked the first question. After answering
the third question correctly, Mom smiled, lifted herself and walked forward a few
inches on her knees, settling her bum down on my thighs. "Ok, sweetie," she smiled,
"Undo my belt for me."

Excitement coursed through me. I reached for her kimono belt and tugged on it. I didn't
rip it open. I pulled slowly, wringing every bit I could out of the moment, like I
was enjoying opening my present just as much as the present itself. Almost.

Mom smiled knowingly at me as I worked on her belt. "So, you've learned to savor what
you work so hard for, have you?" She rocked her hips side to side, twisting her waist.
I just kept at my task. Finally, the belt was undone. I started to pull her robe apart
but she stopped me.

"Uh uh, three more questions, buddy."

Three more questions and I was reaching for her kimono again.

"Just one side," she said, blocking one hand.

I pulled her kimono to the side, revealing her torso, her almost flat belly, and her
left breast covered by a pink, lacy bra.

The questions started again. I urged her to ask faster but she just smile and kept
to the same pace. Once more my hand reached for her kimono, pulling the other half
to the side. Now her bra-clad breasts were open to my eyes, as was all of her tummy,
but the kimono was still closed over her pelvis.

Three more questions, not one wrong answer. My attention was certainly focused now.
I used both hands to pull her kimono apart, revealing a matching set of pink panties.
They were just a hammock held up by two strings reaching around her waist, the hammock
itself covering her pussy and disappearing into the juncture of her thighs. No hair
spilled out the sides despite its tiny size. The material was so thin, I could make
out the lines of her pussy lips underneath.

"Do you like them?" she whispered.

I nodded, intensely. She asked three more questions, more quickly now. I reached up
to undo her bra but she shook her head, and pulled my hands to her breasts outside
the bra. I cupped her breasts, squeezed and kneaded them in my palms. When she started
to ask me questions again, I shook my head. She relented, allowing me to fondle her
breast for a few minutes more. Then came the questions. Again the perfect score.

I slid my hands down and deftly undid the bra. She didn't try to stop me. Her tits
sprang out. As I grasped them in my hands, she shrugged her kimono off her shoulders
and took her bra completely off. She arched her back as I fondled her tits, my thumb
circling her nipples and squeezing them into the crook of my hands. She shifted forward,
her crotch now almost touching mine. The questions came even faster now. I blew the
third one.

Mom started over. I complained, "Mom, forget the questions."

"No. You have to answer," she insisted.

I blew the second question. Mom hadn't stopped me from touching her, my hands still
held her tits.

"Frank!" Mom panted, "Is this all you want. Don't you want more?"

"Yes, yes," I cried.

"Then concentrate," she whispered harshly.

I mustered all my cognitive strength to answer three more.

"Finally," Mom smiled, her breathing quickened.

I continued squeezing her tits, manipulating her nipples, stretching them out, pushing
them in, twisting them. I wasn't sure what my next reward would be. I wasn't sure
what to do but Mom answered for me. She reached down to pull my housecoat apart, spreading
it until my chest was bare all the way to my boxers and beyond. Looking down at my
obvious erection, barely contained by my shorts, she laughed, a soft guttural sound.


"Oh. Someone's been studying very hard indeed."

Was she going to take it in her mouth again? She was. I could tell she was excited
too. She was going to do it! Mom suddenly shifted forward, sitting right on top of
my shorts, covering my hard dick. It was so warm and soft. She was rocking slightly
to and fro.

"Does she do this for you? Hmmm? Does she?" Her hips were rocking.

I was just about to say, 'No, You're the best' when she looked over at the night table.


"She's going to let you fuck her, isn't she?" Her tempo increased

I didn't say anything. I didn't nod, but I didn't say no either, despite the truth
of it. All I could think about was her pussy rubbing on my cock.

"But only through a piece of rubber." She reached over and pulled the drawer open,
fumbling around inside. I thought she was going to take the rubbers away but her hand
held my scissors instead. She swept my arms away from her tits and thrust the scissors
in my hand. "Take them."

Dropping her hands to her side, she grasped the panty strings running over her hips.
"Cut them," she commanded.

Shocked, I nevertheless cut the string on each side of her panties, confused, uncertain
of what this was all about. She started rocking again. Looking into my eyes, she whispered,
"You can pull my panties out if you want."

I reached down to grasp the patch of pink material she was calling panties.

She grasped my hand, stopping dead still. "But only if you leave those rubbers in
your drawer and promise me you won't do anything with her."

There it was. She thought she was putting me in a real quandary. Without hesitation,
I gasped, "I promise Mom." I tugged on her panties, trying to pull them out. "I promise,
Mom."

I pulled harder. I could feel her lift her weight just before they broke free. I was
holding her panties in one hand, looking down at her bare pussy, a tuft of hair atop
her mound and a bare cleft below.

Mom reached down to manipulate my boxer shorts. My cock soon poked its head through
the fly. Mom slid forward, directing her pussy onto my cock, pushing it flat on my
stomach. She let her weight fall against it. She leaned into kiss me, a long soft
kiss on my lips. Pulling back, she whispered, "Bareback is best, baby." She kissed
me again, slipping her tongue inside before pulling away again. "And no girl out there
is going to let you do that." She kissed me again, this time flooding my mouth with
her swirling tongue. "You have to come home for bare pussy. Remember that."

Mom started fucking her wet pussy back and forth along my hard cock, bathing it in
her juice. Mom didn't know it, but my cock had never been christened with cunt juice.
This was its first bath. A moan escaped my lips.

"Oh yeah, baby likes that, doesn't he?" She rubbed harder. I nodded, my face red,
panting, moaning.

"That's it. Fuck up against me." She was panting just as hard as me now. "Rub my wet
pussy." She was gasping, we were gasping. "With your hard cock!"

On that, she suddenly burst into really rapid fuck movements, her hips churning. I
matched her pace, trying to thrust my cock into her cunt but she kept it flat on my
stomach, not letting me dip it down far enough to gain entrance. Her head fell back
as she arched her back. "Oh, God!" she cried, not whispering, as her pussy began clenching
my cock. That did it. I began spilling my spunk all over my stomach. I could feel
myself getting even wetter as she came.

Mom collapsed forward against my chest. I held her for quite a while until she raised
her head and latched her mouth on mine, her tongue instantly invading my mouth, digging
around, retreating and attacking, a very long, hot kiss.

"Remember your promise," she reminded me when the kiss broke. "Remember yours," I
fired back. She pulled her kimono back on, picked up her torn panties, and climbed
off the bed. Smiling at me, she dropped the panties into my open drawer, "I will,"
she said calmly, then turned and walked out of my room to join my father in her bed.


Part 3 from Chapter 7.

I won't bore you with all the details, but Frank's idea of bareback, actually fucking
her without a condom, didn't match his mother's. Bareback to her meant a repeat of
their last tryst with her rubbing her soaking pussy on his uncovered cock. Not that
this was bad. His mom made a habit of visiting his room and bringing both of them
off. She sometimes allowed him to fondle her tits as she mashed her pussy around on
his stiff rod until he shot his wad onto his own stomach.

But she wouldn't relinquish control. She always remained on top. His efforts to convince
her to switch failed, as did his attempts to wrestle her onto her back. She invariably
freed herself or blocked his goal with crossed legs, and she always punished him by
leaving and not returning for the rest of that week. Frank fell into line despite
his craving to lodge his pole inside his mom, something he couldn't do with her firmly
in control on top of him.

When his mother last walked out on him, Frank decided to return to his original strategy,
holding out the threat of Donna. He waited out his mother's absence for the rest of
the week and then followed that by coming home late every night the following week,
insisting he was 'studying' on his own at school, but making it clear he wasn't being
entirely honest.

Finally, he stayed home one night but he avoided his mom, choosing instead to watch
a game with his Dad. He declined his mom's offer for help studying, saying he was
studied out. His mother left in a huff for the kitchen to start baking, something
she often did when she was angry or needed to think about things. Frank still wasn't
sure how to get her to let him be on top so he was simply delaying until he could
figure out how to do it. He didn't want to blow it after going without for two weeks
and he was sure if they were alone in his room, he wouldn't be able to resist her
damp charms.

But his father, of all people, forced his hand. Knowing all too well about his wife's
habit of baking at night when she was angry, he prodded Frank to go into the kitchen
to right whatever was wrong. When Frank insisted he didn't know what was wrong, his
father said that was beside the point and told him to go hang out with her until she
'softened', which he said was inevitable.

In Frank's words:

So I joined my mother in the kitchen. She was preparing dough and placing it on cookie
sheets on the counter, ready to put into the oven which was warming. My anger dissipated
as I gazed at her figure from her shoulder length red hair, down her slight shoulders
to the ass I had held so familiarly so often, down her knee length skirt to her bare,
tanned legs and feet inserted into pink slippers.

God, I wanted to feel her on me. I walked slowly, quietly toward her. I'll apologize,
I thought, let her take control, if she'll just start rubbing herself on me again.
She heard me a step away. She didn't pause but her head turned a fraction of an inch.
I placed my hands on her shoulders and kissed her gently, softly, on her cheek.

"I'm sorry, Mom," I whispered into her ear before kissing that too. She was stiff
in my arms.

"You should be." Her voice was harsh. "Where were you all week?"

"I told you," I defended myself, "I was studying." I pulled her hair aside and kissed
her neck, hoping to distract her.

"With that slut?"

"A couple of times," I lied, "but we didn't do anything, we just studied."

"Oh, sure," Mom replied sarcastically.

"We didn't," I insisted. Mom looked unconvinced. I shifted gears. "She wanted to,
she promised to go all the way. I was tempted," I pulled myself tighter behind her,
"and we played around but when she opened her legs, I just couldn't." I let my hands
slide down her shoulders and slipped them inside her arms to rest on her waist just
above her hips.

"Oh," Mom prompted disbelievingly, "and why couldn't you?"

I paused for effect, then answered, "Because it wasn't you. I just went soft. It was
embarrassing." I pressed myself into her so she could feel that I didn't have that
problem with her. I pulled her tight against me. "It was awful," I cried, latching
my lips onto her neck, hoping her motherly instincts would make her feel sorry for
me.

I could feel her relax in my arms, the tension flowing out of her. She let me kiss
and suck on the nape of her neck, as if she knew the kitchen was our private domain
for some period of time.

"Poor baby," she said. Her hands had stopped working the dough. She just stood there
letting me press her to the counter, kissing her neck. I couldn't help taking advantage.
I hunched my cock into her skirt. She let me do this too, simply drawing her arms
back so she could grip the edge of the counter with her hands. I humped harder against
her ass, pausing to thrust upward at the depth of each shove.

"I missed you so much, Mom."

"Poor baby," she repeated, pushing her ass out to meet my shoves.

I slipped my hands around and up to cup her breasts. "I need you to study with me."
I thrust hard into her and squeezed her tits, biting her neck, grinding her ass against
the counter.

"Is it so important for you, to be on top?" Her breathing had quickened.

"Not if you really don't want me to, Mom," I answered, lying through my teeth.

"But you want to, don't you?"

"Yes!" My whisper was hoarse and intense. I ground my cock into her for added emphasis,
like I couldn't help it at the thought of being on her.

"Ok," she whispered for the first time, "but only if I'm on my tummy. We can't face
each other. It's too dangerous. We can't have an accident ... you know ... you can't
come inside me. It's wrong."

"Ok, Mom," I agreed, elated. I'd won!

"Promise you won't try to get inside me."

I didn't respond. Instead, groaned in her ear like I was beside myself, "Oh, Mom."


I let my hands fall away from her tits, along her waist and over her hips. Grasping
the sides of her skirt, I slowly pulled it up. I reached her hips before she reacted.


"No, ... not here." She placed her hands on mine, trying to slow them.

"I just want to feel you for a minute," I gasped into her ear, continuing to raise
her skirt.

"You can't," her voice was panicked, "your father is just around the corner." Her
hands tried to push mine down more strenuously but I had reached her waist.

"He won't come in. He sent me in to apologize for whatever I'd done, because you were
baking."

Again, I felt her tension drain away. She actually laughed.

"He'll wait until we come out," I added for assurance, looking down at her butt. The
waist of her panties drew a line around her hips only halfway up her buttocks. The
edges traced the perimeter of a triangular that covered less and less of her cheeks
until they met in an apex that disappeared between the tops of her legs. I slipped
my hands out from under hers but the skirt didn't fall. Her hands kept it up. As quietly
as I could, I undid my belt and unbuttoned my jeans, pushing them down without unzipping
the noisy zipper. I pushed my undershorts down with my jeans.

Mom didn't seem to realize what I was doing. I pressed my knees into the backs of
hers, pinning her to the counter once more. Using my fingers, I traced the outline
of her cheeks from under her legs up the sides to the top of her hips. I let my index
fingers follow the line of her panties down the triangle of her legs and then back
up, this time pulling the panties into her crack. Holding her panties up to keep the
material between her cheeks, I moved forward and dipped my bare, hard cock into her
crease.

"No ... oh no," she cried, trying to pull away to no avail as my cock followed her
ass. "Stop ... don't ... not here!" she hissed.

"Will you come upstairs? Will you let me do this tonight? ... I need you, Mom. I can't
wait." I shoved my cock up and down.

"Yes ... yes," she gasped, "in a few minutes."

"Promise?" I pushed.

"Promise," she answered.

"Ok, but I'm taking these." I pushed her panties down to her knees before she could
do anything to stop me. Her legs moved apart to stop them going any further. "Let
them fall," I whispered. When she didn't, I pushed my cock between her bare cheeks
and rubbed it up and down. She moved her legs together, allowing her panties to drop
to her ankles. I kneeled and gently raised each foot to slide the panties off. When
I stood, her skirt was back in place, covering her charms.

"Don't be long, Mom." I did up my jeans and stuffed her panties my pocket. Leaving
the kitchen, I paused to wave to Dad. To his querying look, I gave a thumbs up. He
smiled and winked. I was only halfway up the stairs when I heard Mom tell Dad she
was going to help me study. I waited, holding the door open until she passed me and
went straight to my bed, laying down on her tummy. I closed the door but didn't latch
it.

Approaching the bed, I dropped my jeans and undershorts before pulling my shirt over
my head and tossing it to the floor. I bent over Mom, unzipping her skirt and tugging
it off. She stayed on her tummy, her face pressed into my pillow. I turned her onto
her side so I could unbutton her blouse. She kept her face turned down but allowed
me to remove first her shirt and then her bra. She was completely naked. I crawled
up on the bed. She turned onto her tummy again and closed her legs.

"You're so beautiful," I whispered, running my hands up the back of her calves and
thighs, and onto her ass. I squeezed her cheeks between the thumb and index finger
of each hand.

I searched in my night table drawer until I found the cream I used for masturbating.
I did this every night and needed the lubricant to stop my cock from chafing. Wiping
a liberal amount on my cock, I leaned forward onto my arms, my cock hanging over her
ass. Slowly, I dipped my hips until my cock made contact with the back of her legs.
Poking it into the furrow between her thighs, I shoved it along, the head skittering
forward until it hit her buttocks. I shoved harder, pushing it between her cheeks.
Aided by the cream, my cock moved easily through her ass crack.

Mom didn't make a sound the whole time I slid back and forth in the crease between
her cheeks but when I pulled back and plunged it between her thighs, just under her
pussy, she moaned out loud. She moistened quickly and after just a few shoves the
inside of her thighs were slick. I could tell she really liked this. Each time I pushed
in she let out a little "ohhhh" as my cock made contact with her pussy lips.

I was able to angle my cock so I could guide the head between her lips. Soon, her
ass was lifting a little as I drew back, trying to keep in contact, and her legs opened
a little to give me better access. Her "ohhh's" were more frequent now. Though she
lifted her ass as I withdrew, she hunched it forward when I thrust back, preventing
me from pushing into her. But she wasn't quick enough every time and I was able to
push the small part of my cock's head into her a little. She interrupted her "ohhh's"
with a "don't" whenever I did this but it didn't sound that convincing since she didn't
do anything to make it harder for me. In fact, she seemed to forget to hunch forward
more often.

Then on one backstroke I pulled back completely out of contact. Mom kept her ass lifted
up, waiting for me to slide my cock back along her pussy. Instead, I grasped my cock
in my hand, pressed its head part way into her slit, and slid it along her length
and back, slowly, three or four times.

"Ohhhuuhhhahhhhh," she repeated each time.

I paused, ecstatic at her wanton sound, knowing she was lost in the feel of my cock
on her pussy. It was very empowering. I dragged my tip through her again.

"D-o-o-o-o-n't," she moaned softly, "don't ... don't ... don't."

She kept pulling her pelvis forward, twisting her pussy away from me, making it hard
for me to renew that contact.

"I won't put it in, Mom," I gasped, "I won't." I was panting. So was she. "Please
... lift up ... please."

She lay under me, breathing raggedly. When I saw her ass lifting again, I almost came.
She cocked it up higher than before and waited for me to drag my slick stick through
her again. Instantly, I obliged. She wasn't moaning anymore but her raspy breathing
was even louder. Without intention, my cockhead poked further and further into her
as I rubbed it back and forth until, finally, it popped completely in. I paused in
shock as I realized that the head of my cock was firmly lodged inside her cunt. There
was a magical moment where I was holding my cock just in her and she was twisting
her ass up to make it easier for me. Then it ended.

"Oh, Frankie, no." Her ass plunged to the mattress. There was a squishy plop as my
cock popped out, instantly experiencing pangs of loss as it separated from the first
cunt it had ever felt. MORE ... it needed more.

Mom was whimpering. Was she crying? I couldn't tell. I whispered to console her.

"Ok Mom. We'll do it a different way. It'll be ok."

I pulled her onto her side. I kneed her thighs until she pulled her legs up, together,
until she was almost in a fetal position. I bumped her top leg, pushing it forward,
opening her legs to provide room for my cock to slide between her legs, holding her
hip until my cock was pressed against the bottom of her pussy. She was very wet.

Immediately, I began to move my cock back and forth. I reached down to grab her tit,
squeezing it until her nipple stiffened and poked out between the circle of my thumb
and index finger. Increasing the speed of my thrusts, I changed hands, using my left
to hold her just released right tit. I moved my free hand down to grasp the front
of her thigh. Within moments, I was brushing her pussy lips side to side with my fingers
as my cock thrust through her legs. Holding it as hard against her as I could, I sawed
it back and forth.

Changing my angle so I could dig between her pussy lips again, I moved my fingers
up to pinch her clit. She was now very, very, wet. She was moaning into the pillow.
Angling more, I dug into her cunt. She started to turn her head up from the pillow
but I moved my hand from her tit to keep it pressed in. I started to push into her.


"No ... Frank ... don't". She tried to turn her face up but I kept it pushed down.
I shoved further in until all but the wide part of my cock head was in her.

"No ... please, Frank ... don't."

I leaned right over her until my lips were close to her ear. "I need to, Mom."

"No," she hissed, "we can't."

An evil feeling welled up in me. I wanted to possess her. "Don't make me go to Donna."


Mom didn't answer. I felt the tension flowing out of her, could sense resignation,
and then, amazingly, her pussy lips softened, loosening.

Slowly, I pushed my cock all the way into her. I pulled out and shoved hard back in.


As if changing her mind, she suddenly cried, "Don't ... don't."

Again I pulled out and shoved in, forcefully, bouncing her whole body forward on the
bed.

"Stop ... Frank ... don't."

I pulled out and shoved in, five or six times, and stopped.

"Don't, Frank, ... please don't."

She didn't say stop this time. I fucked into her a dozen times more.

"don't ... don't .... don't." Her voice was soft now, quiet.

I began a steady fuck. She kept moaning softly, "don't." I kept fucking her, holding
her head, squeezing her tit again, then finally sticking my fingers in her mouth to
stop her constant "don'ts" even though I was enjoying the sound of it. For some reason,
she really started moaning when I put my fingers in her mouth. I started banging her
really hard then, fast and furious, I couldn't hold back anymore. I clutched her head,
desperately, as I emptied myself in her, spasming against her soft backside.

When we had regained our breath, I whispered to her, "Thanks for letting me rub like
that, Mom. It was real special."

She didn't respond at first but finally answered, "You really like it that way?"

"Yes," I responded enthusiastically. "I love it. And you're the only one that can
do it like that," I assured her.

"Ok," she said, "then that's the way we'll do it."

We never acknowledged that I'd actually fucked her. From then on, we always started
with me rubbing my cock through her legs but I was always fucked her in the doggy
position or on her side. I found that I liked the feel of holding her head as I fucked
her. Though we fucked every time, we always called it rubbing.

Only one thing bothered me. The door was open about six inches. I was sure I had closed
it.

About a week later, Mom started a silly argument with me about nothing and then stomped
her into the kitchen. Moments later, she started banging cookie sheets around. Dad
nodded at me to go 'make up' with my Mom. When I entered the kitchen, Mom hadn't even
got any baking stuff out. She only had a couple of cookie sheets out, one warming
in the oven and the other laying on top of the burners on the stove.

She was just standing there. She smiled when she heard me come into the kitchen and
then turned to face the stove again. Realizing that the 'argument' had been fake,
and that Dad would not bother us until we had 'made up', I strode directly to her.
Standing behind her, I opened my pants and pushed on her back until her head came
to rest on the cookie sheet. I grasped her head with my left hand and slipped two
fingers from my right into her mouth as I brought my cock to bear against her skirt.
Mom raised her skirt until my cock flopped down and poked at her ass. She wasn't wearing
any panties.

Reaching behind to grasp my cock in her hand, she guided it to her pussy. I gave her
a bloody good rubbing that time, her head sliding around on the cookie sheet despite
my tight grip. At one point, I felt a sudden dread as I sensed someone watching. Panicked,
I jerked my head to the kitchen doorway, but it was empty. Desire overwhelming my
fear, soon renewed my slow thrusts, lifting Mom up onto her toes as I shoved my cock
in as deep as I could. It was so erotic, I squirted into her a lot. When I pulled
out, she stayed bent over with her head on the cookie sheet while I pulled up and
fastened my pants. Her skirt fell back into place but a dribble of come ran down the
inside of her left leg.

She followed me upstairs, telling Dad we were going to study again. She lay on her
tummy but I crawled around to her head and turned her over. As soon as she was on
her back, I straddled her face, tilted her head back toward me, and pushed my cock
into her mouth. That's when I really found out how much she liked to have her mouth
filled. I got so carried away holding her head while I slid my cock into her throat,
I didn't realize I had forgotten to close the door.

Again, I felt that creepy feeling that I was being watched. I looked up, my cock fully
plugged in Mom's mouth, to find Dad standing in the doorway. I froze. He smiled and
nodded. I was too scared to react. Nodding, as if pointing, he made a ring of the
thumb and index finger of his left hand and poked the index finger of his right back
and forth through it. He kept nodding, looking at Mom's open legs.

Slowly, I leaned forward and pulled Mom's skirt up, exposing her bare cunt. Holding
her legs open, looking at Dad still thrusting his finger in and out of the circle
he'd mad with the index finger and thumb of his other hand, I plunged two fingers
into Mom's pussy. She moaned loudly around the cock still stuffed in her mouth and
began sucking it hard as I started to really work my fingers in her. Dad smiled, turned,
and sauntered out of sight toward his bedroom. Mom's hips were lunging up on my fingers,
her mouth gripping my cock with incredible suction. As my seed began to pour into
my mother's throat, I realized that my father knew his wife very well.

