Mom at the Roxy

I let him lead me down the hall, our feet treading lightly on the cheap carpeting, toward the back of the building. We passed several closed doors, each with a number drawn on with a black marker. Past rooms one, two and three we walked, until we halted in front of room four.

"Hey dude, what's your name anyway?" he asked.

"Uh, Tro...Trent." I picked the first name I could think of.

"Well, good to meet you Trent. I'm Carl." He laughed again. Since I'd first laid eyes on him in the theater, the grin hadn't left his face. "Let's go get some pussy."

I nervously licked my dry lips as Carl gently rapped on the door. Almost immediately, the door cracked open about an inch, and Hank peered out at us. A broad grin spread across his face and he motioned Carl and me into the room.

I stepped in behind Carl and stopped to get my bearings. The first thing I noticed was the smell - a combination of cigarette smoke, sweat, and something else - cum maybe? Nothing unusual about the funky aroma really - the place was used for sex and nothing more. The room was dark, except for the glow from a 27-inch television resting on a cheap end table in the corner. A porn video was playing, and cries of passion were emanating from the tinny speaker.

In addition to the television, the place was furnished with a non-matching tattered couch and a love seat, set along two adjacent walls. My eyes further adjusted to the semi-darkness and I saw that sitting on the couch was a completely nude woman - my Mother.

Hank was saying something - his voice registered in my brain in mid-sentence - "...no rough stuff gentlemen. We're here to have fun, same as you. Respect the lady's limits and we'll get along just fine."

I looked at Hank, his muscular body silhouetted in the glow from the television. He too was naked, his cock semi-erect as he continued. "So take off your clothes and have fun."

He locked the door, then walked over to the love seat and sat down, watching us. "Maybe to begin, you could join her on the couch," he said.

I became aware of Carl rapidly stripping his clothes off. I watched, fascinated, as his huge black dick (nine inches long according to my mental measurement) sprang free. In a daze, I followed suit, and tossed my shoes, pants, and shirt in a pile at the end of the couch.

My Mom patted the couch on each side of her. "C'mon boys," she said seductively.

Carl sat to her left, and I joined them on her right. She immediately grabbed an erect cock in each hand and began stroking us.

I was in a daze as I leaned back into the soft cushions of the tattered sofa. For the second time that night, my Mother was masturbating me.

I could see her much more clearly than I could in the gloom of the theater. Her body had a slight, uniform tan, and was just as firm and shapely as I had fantasized. Her breasts were full, not overly large. The pointy nipples jutted out proudly. Her legs were spread ever so slightly, and her naked thigh was pressed against mine. Her pubic hair was shaved into a square that disappeared into the dark mysterious place between her legs.

Her body had not totally escaped the inevitable march of middle age. She was certainly no hardbody, like Angie. The breasts sagged slightly, and her thighs and stomach revealed the slightest hint of infirmity. But the total package was one of well-maintained maturity.

I gazed again at her pretty tits, swaying slightly as she massaged our cocks. I looked past them to Carl's big cock, standing long and proud, half hidden in Mom's pumping fist.

Hank was splayed in the love seat along the far wall, beyond Carl. His own cock, also larger than mine I noted ruefully, was hugely erect, and he stroked it idly as he watched my Mother administer to her two consorts. He occasionally looked at me, which made my heart race nervously, and I self-consciously touched the hairpiece and moustache to make sure everything was still in adjustment. Despite the harsh glow from the television, I knew there was no way he could recognize me. Nevertheless, I vowed to try to keep my face averted as much as possible.

"You two have such hard, lovely pricks," murmured my Mother. "Looks like I got lucky tonight. But maybe I can make them even bigger." And with that, she bent toward my lap and touched the tip of her tongue, ever so lightly, to the velvety head of my swollen cock. My whole body twitched involuntarily and she giggled devilishly.

"Hey, hey, what about me?" protested Carl good-naturedly.

"Don't worry, I'll be back," she assured him. "In the meantime, maybe you can occupy your hands."

Carl needed no further invitation, and he began caressing her flared hips and slim legs, watching enviously as my Mother licked up and down my swollen prick.

Her tongue danced up and down my shaft, occasionally dipping down to lick my hairy balls, which trembled at her touch. She teased me like this for several minutes, my cock twitching helplessly against her tickling tongue. Then, without warning, she took half of my cock into her warm mouth in one smooth motion. I nearly came on the spot, but she seemed to sense this - she reduced the pressure of her red lips on my aching cock, and the moment passed.

I tentatively stroked her soft brown hair, pulling the long strands away from her pretty face as she continued applying a gentle suction. Her eyes had a dreamy, far-away look, and a slight smile danced on her lips, even as she sucked my hard cock. Her expression was unmistakable - she was enjoying this. It was obvious to me that this was nothing new to her.

I smiled to myself. Like mother like son, I thought. It was her from whom I inherited my sexual drive - that was evident. As I gazed down at her face, deep feelings of love and lust warred in my conflicted mind.

I knew that I would not, could not, think any less of her for doing this, and I vowed that my love for her would not lessen because of it. Yes, I felt guilty for the deception, but she never needed to know. I continued to tenderly stroke her hair and her forehead as she licked and sucked my aching cock.

Soon she released me from her wet mouth, and smiled up at me. "I need to take care of your friend for awhile," she said. "I'll come back to you later." She gave my wet cockhead one last juicy kiss, then leaned away from me and began to lick Carl's big black dick.

My cock throbbed painfully in protest, but I knew I wouldn't have to wait long. I glanced over toward Hank, still sitting in the loveseat. He was raptly watching the hot scene on the couch.

Carl was squeezing my Mom's breast while she sucked him. I hadn't touched her since we arrived in the room. I had one last vestige of restraint left in me, but that was disappearing fast as I gazed with ever-growing lust at my hot Mother, sucking off this black man's big cock beside me. She was lying on her side between the two of us, her smooth ass touching my hairy thigh.

I marveled again at her shapely body - it was everything I had imagined in my recent wicked fantasies. My lusty eyes meandered from the smooth curves of her breasts, with nipples long and swollen, down her side to her slim waist, past the gentle curve of her hips. There were no tan lines - apparently my Mother sunbathed in the nude.

She shifted position slightly, and pressed her ass into my leg. It flexed ever so seductively, and I could see the crack of her ass open and close with the motion. I masturbated with my right hand, and with my left, I tentatively reached out and lightly stroked her soft ass cheeks.

They were so smooth and yielding to my fingertips, very different from Angie's muscular ass cheeks. I squeezed them for awhile, then trailed the tip of my index finger lightly up and down the crack of her ass. I wriggled it against her, wedging it into the warm moist gap.

I was rewarded with a soft moan from her, and she shifted position to allow me better access. But the position was awkward - I just couldn't maneuver very well.

She sensed this. "Let's get on the floor - there's more room to spread out," she said with a soft, husky voice.

Carl quickly complied. He slid down to the floor and lay on his back on the matted carpeting, his head resting against the base of the couch. My Mother quickly followed, and got down on her hands and knees next to him. She lowered her head, and once again took his black prick, now glossy from her saliva, between her sucking lips.

I crawled off the couch as well, and knelt behind my Mother where I could once again admire the form of her smooth, soft ass. It was pointed at me so invitingly - the harsh light from the television clearly revealed the crack between her butt cheeks, her asshole, and lower, her wrinkled pink cunt lips peeking through her shaved pussy hair. In the television's glare, I discerned the reflected glint of shiny wetness there.

She swayed her hips in clear invitation to touch her. I gulped with lust at the beautiful sight. A flash went through my brain that here was the place where I came into the world 21 years ago. But in my horny state, I quickly put the thought aside. To my eager, lust-crazed mind, this wasn't my Mother so much as a beautiful horny woman who was eagerly anticipating my touch.

I stroked and caressed her round ass cheeks, delighting in the tactile sensation. I took a cheek in each hand and spread them slightly, and watched with delight as her pretty pink asshole stretched open. Holding a cheek open with one hand, I took the index finger of the other hand and trailed it up and down the crack of her ass. I scooted it lower, and lightly rubbed against her butthole - it was surrounded with fine hair, and was tacky to the touch from perspiration.

"Mmmm," hummed my Mother in encouragement. Once again, she wriggled her butt seductively, further encouraging me to explore.

I brought my fingertip to my nose, and was rewarded with a sweaty, musky fragrance. My aching cock throbbed with lust.

But smelling her delightful aroma was not nearly enough to satisfy my lusty curiosity. I lowered my face to her, and touched the tip of my wet tongue to her puckered asshole.

I felt her body tremble, and she moaned hoarsely around Carl's cock. She scooted her hips backward, pushing her ass against my face, imploring me to continue my oral exploration.

I circled my tongue around the crinkled asshole as she pressed with urgency against me. I felt the sticky wetness of her pussy lips against my chin, and moved my face in small circular motions to give her added stimulation there.

I was lost in rapture - I could have lapped at that beautiful, fragrant asshole all night. But my Mom had a growing sense of urgency. I was surprised when I felt her fingers wriggling against my chin. I pulled back briefly to watch - she had extended an arm beneath her, and she was dancing her fingers across her wet pussy lips to provide herself with added stimulation. I watched in fascination as her nimble fingers played up and down the juicy lips, then slid lower to rub her now erect clitoris. I wondered, briefly, why she wanted to do this herself - she could have asked me to lick her pussy.

But my question was soon answered. She interrupted her blowjob and looked over her shoulder at me with shiny, lust-filled eyes. "I want you to fuck my cunt!" she demanded. "I need it bad honey." Her voice was raspy with lust.

My heart leapt into my throat. This was almost too much. My Mother wanted me, was begging me, to fuck her. A wave of guilt washed over me. But there was no going back. She and I both needed it desperately.

I knelt behind her and guided my erect cock against her swollen cunt lips. I rubbed the head up and down her slit, bathing it with her juicy wetness. Her breathing quickened, and she wriggled against me in anticipation. Her fingers were now furiously stroking her clit.

"Oh, God, please!" she implored. "Fuck me now!"

I wedged my cockhead against her warm, slimy cunthole and pushed against her. My prick slipped in easily, but I paused about halfway in, almost mad with lust as her cunt muscles gripped me tightly.

"Oh yes!" she begged. "All the way in!"

But before I could continue to slide into her, she pushed sharply against me, and my prick sank all the way into her pussy.

"Ohhh, God!" she softly screamed with desire and lust. "Fuck me!"

I began to thrust in and out of her warm, silky pussy, as she moaned with pleasure. Her voice was muffled - her mouth was filled with Carl's big dick.

The sensation was indescribable. Her pussy wasn't all that tight, but she had the ability to squeeze my cock in a sensual rhythm with her cunt muscles. I moaned with lust at the sensation, and beads of perspiration erupted on my forehead.

I picked up the pace, ramming my hard dick savagely into my Mother's pussy. I grasped her hips and pulled her violently against me in matching rhythm. "That's it!" encouraged Hank from his sofa. "Keep it up - she loves it!"

I could feel her fingers brushing against my hairy balls as she frantically stroked her clit. Her breathing was hoarse and raspy, and I could tell that she was about to have an orgasm. I glanced at poor Carl. The unfortunate fellow's cock was throbbing and standing straight up, but my Mother in her lust was no longer sucking him off. Her face was buried in his thigh, as I fucked her furiously. He seemed content, for the moment, to watch us.

I wanted this to go on forever, but Mom had other ideas. With a loud squeal, her body went rigid, then she began frantically bucking her hips, as her orgasm began to wash over her trembling body.

"Oh God I'm coming!" she shouted hoarsely. "Fuck me, fuck me, fuck me...!"

Her vaginal muscles squeezed my thrusting cock, and I couldn't hold out any longer. With a series of deep moans, my cock spasmed inside her wet, clenching pussy. A euphoric wave of love for my Mother washed over me, and I squirted my warm cum deep inside her. I continued thrusting against her with a liquid slapping sound as I deposited my semen in powerful jets.

My moans died away and my Mother's heavy, hoarse breathing gradually began to lessen as we decreased the intensity of our thrusting. Soon, we came to a stop, but we remained in position in the warm afterglow of our mutual orgasm.

After a minute or two, I gently slid my semi-hard, slimy prick from her warm cunt and collapsed backwards on the floor, achy and tired from my exertion. My Mother still had her face buried in Carl's thigh, trying to catch her breath, but she was now beginning once again to stroke his swollen prick with her hand.

But if I was spent, at least for the moment, the other men were not. Hank, who had been continuing to watch from the love seat, rose and moved toward us, his big dick swinging in the air. I watched in amazement as he knelt behind my Mother, grabbed her hips, and pulled her sweaty crotch toward his face. I realized that here was something else I didn't know about Hank. He must be bisexual - I was certain he was getting a faceful of my cum as it dribbled out of her cunt. I could actually hear the liquid sounds as he drank from her sopping pussy.

Although I had never had a homosexual experience, I found the sight, and sound, to be incredibly erotic. Hank moaned lustily as he eagerly sucked the pungent liquid from my Mother's slimy cunthole.

My Mother, despite having just experienced a powerful orgasm, was being re-stimulated to a fever pitch. "Oh God, Hank", she panted. "Suck it hard!"

This continued for several minutes. Hank laved my Mother's pussy with his tongue, while she resumed licking Carl's ebony prick.

My Mother was once again ready for a hard fucking, and Carl and Hank were all too eager to oblige. From my vantagepoint on the floor, I watched as Mom pulled away from Hank, and crawled closer toward Carl. She straddled him on hands and knees, and lowered her round ass down toward his eager prick. She reached back and grasped the hard cock with her hand, guiding it toward her sopping pussy. She continued to lower her hips, until his mushroom cockhead was lodged against the entrance to her hot pussy. Her sweaty tits were suspended over him, and he began to squeeze them firmly with his big hands.

Gradually, teasingly, she lowered herself onto Carl. I watched, fascinated, as the big dick slowly disappeared, inch by inch, up her clinging pussy. His cock was so long that there was no way the entire length would fit, but Carl didn't seem to mind. He moaned deeply, and his eyes rolled back as he reveled in the sensation. My Mother paused briefly and then slowly and sensuously began bucking up and down on the erect cock.

Hank wasn't left out though. I watched him crawl on hands and knees toward the love seat, and he began rifling through Mom's purse. He produced a tube of lotion, and squeezed a long bead of gel onto his hard dick, then slathered it all over the head and shaft with his big head. Ah, now I understood. Lubricant! This I had to see.

He crawled back to join Mom's and Carl's writhing, thrusting bodies. He positioned himself on his knees between Carl's splayed legs and behind my Mother. She halted her up and down thrusting, and leaned farther forward, pressing herself against Carl, smashing her soft tits into his sweaty chest. With no hesitation, Hank expertly placed his dick against Mom's asshole, and began to push the engorged cockhead slowly but insistently into her.

Oh fuck, this was wild! My Mother liked it up the ass, with double penetration to boot! This was stuff I had only seen in porn videos, and never imagined I would be able to watch in real life.

I watched as Hank's pulsating cock slowly disappeared into Mom's rectum. First the cockhead, then one inch, then two inches of Hank's cock slid in. I was stunned - his cock wasn't quite as long as Carl's, but it was definitely thicker. I didn't think it could possibly fit, but it slid home with little resistance.

My Mother was obviously used to it. She urged Hank to continue. "Ohhh, God, Hank," she purred. "That's it. Fuck my asshole!"

Hank gasped with pleasure as his entire prick sank in to the hilt, his hairy balls tightly pressed against her anal opening.

My Mother began a back and forth motion, thrusting against the two big cocks, and in unison, the three of them began an erotic dance, writhing their sweaty bodies against one another, sighing and moaning with lust.

My cock, and my horniness, was growing again at the erotic sight. But my orgasm had allowed me to gain some control over my senses. The comprehension of what had just happened was sinking in, and a creeping paranoia was gaining hold. Suddenly, I had less confidence in my disguise. I could not be discovered!

I realized I couldn't dilly-dally around here anymore. What if I found myself getting into a conversation with Hank and my Mom? My paranoia was beginning to make me sick to my stomach. I had to get out!

The three of them were writhing against each other in a sweaty mass, their moans intermingling with the erotic slapping sounds of the two pricks thrusting into her wetness. I sensed that this was my best opportunity for escape.

I got off the floor, and in my low drawling voice said, "It's been great folks, but I've gotta go."

They acknowledged me, but just barely. They were too caught up in the moment. Hank gave a small wave, but he was lost in the throes of ecstasy. His mouth was agape and his eyes were screwed tightly closed as he plowed into my Mother's ass.

I quickly collected my clothes off the floor, got dressed, and left the private room. As calmly as I could, I walked down the hall, past the theater, and left the store.

The fresh air cleared my mind as I half walked, half ran across the dimly lit parking lot toward my car. I was now fully aware of what had just happened, now that my dick no longer controlled my brain.

My God - I had just fucked my own Mother! How could I ever face her again? How could I face myself? In the theater, it had seemed like no big deal. But now, I wasn't so sure. I fumbled for my car keys, opened the door, and tumbled in to the front seat.

I yanked off the wig and, painfully, the moustache. I sat in the car, breathing heavily, and tried to calm down. I decided I needed a beer to ease my nerves, and I drove randomly until I found an open convenience store.

I put a six-pack on the counter, and the clerk, a middle-aged woman with a tired face, asked for my ID. I reached for my wallet, but for some reason it wasn't in my back pocket. In a near panic I felt each of my pockets, but my wallet was nowhere to be found.

I dashed out of the store and checked on and under the seat of my car, but the wallet was missing. My mind raced, as I tried to think where I might have lost it. Obviously, I had the wallet at Roxy Video - I needed money to get into the theater. Then, with a blinding flash, I remembered. I had stripped my clothes off in the private room and had thrown them in a pile on the floor. The wallet must have fallen out of my pants then, and in my haste to leave I didn't see it.

I was horror-stricken. What if my Mother and Hank found the wallet? What if they looked inside and found my driver's license? This was turning into a nightmare. Heart pounding in my chest, I dashed to a pay phone and rifled through the tattered yellow pages. I found the number for Roxy Video and nervously dialed.

"Roxy."

"Uh, yeah, I lost a wallet at your store I think. An hour or two ago. Anyone turn one in?"

"No. Been here all night, and I ain't seen one."

My panic increased. "Um, I was in the theater, and private room four. Maybe someone could check?"

"Can't look now pal. I'm here alone. Anyway, someone's in room four. Can't hardly disturb 'em, you know?"

Fuck! "Please, I've gotta find my wallet!"

"Look Mac, I ain't got time for this right now, and we're closing in half an hour. Call back tomorrow after we open. At ten."

"But..."

The phone went dead. He had hung up on me.

My mind raced. I could drive back to the Roxy to look for the wallet, but what if Mom and Hank were still there? Glumly, I decided to wait until the morning and search for the wallet then.

I spent a sleepless night in near hysteria. I showed up at the Roxy at ten in the morning, and frantically searched the theater and private room four. They let me rifle through the cardboard lost and found box, but the wallet wasn't there either. Dismayed, I went back to my apartment and spent the afternoon canceling my credit cards and arranging to get a new driver's license. I didn't know if my Mom had found the wallet, but I feared the worst.

Several days went by as I tried to return my life to some semblance of normalcy. They were the worst days of my life. The stress of not knowing was unbearable. Many times, I reached for the telephone to call my Mother, but each time I talked myself out of it.

On Wednesday evening, I was laying about my apartment, in a deep funk. The air conditioner wasn't working properly, and the apartment was stuffy. In fact, it was cooler outside than in, but I was too depressed to go out for fresh air. Shortly after nine, the doorbell rang.

I opened the door and stood face to face with my Mother. Instantly, my heart started racing, and for an awkward moment, I scanned her face for an expression, a clue, anything that would tell me whether or not she had found the wallet. Did she know? But I couldn't read anything there.

Something wasn't right though. Her hair was disheveled and looked unwashed. Her mascara was smeared. No longer did she look like the sex-crazed whore from the Roxy. She looked sad, and slightly forlorn. Her eyes were slightly glassy, and she was unsteady on her feet as she gazed at me. She had obviously been drinking.

"Well Troy, I don't come to visit you very often. The least you could do is ask me in." She didn't wait for an invitation though - she brushed past me and entered my apartment. I could smell alcohol on her breath.

"Uh, sorry Mom. Come on in. I, um, just wasn't expecting you."

She stood unsteadily in the living room. She said nothing - she just looked around the room as if she had never seen it before. My heart raced furiously - something wasn't right. She knew!

The silence was awkward. I pointed toward the couch. "Um, would you care to sit down Mom?" I asked with a trembling voice. "Can I get you something to drink? Some coffee?" I added helpfully.

"Oh, no, nothing for me thanks. Anyway, it's too damn hot in here for coffee," she slurred.

"Er, sorry. AC's not working."

She nodded. "Oh, I wanted to return this to you."

I watched with consternation as she reached into her purse and pulled out my wallet. She looked at it uncertainly for a moment, then handed it toward me. She was holding it gingerly between her thumb and index finger, as if it was poisonous.

Our eyes met briefly as I reached hesitantly toward the wallet. Her eyes were narrowed, and I saw something there. Anger?

"Do you know where I found it?" she asked with a trembling voice. Her eyes were now piercing into mine. I looked away, and began rifling through the wallet with trembling hands. Yup, definitely mine. Driver's license, credit card, full of cash. My heart sank.

"Um, no. At your apartment?" I asked weakly.

"Ever heard of the Roxy Theater, Troy?" Her voice was rising in anger.

"Er, I don't think so."

"Troy, I need you to take your shirt off," she commanded.

My shirt? What the hell was she thinking? I hesitated.

"NOW!"

I obediently unbuttoned the shirt, and removed it slowly.

For some reason, she stared for a moment at my upper arm. I glanced down, and saw there, emblazoned on my upper arm, my butterfly tattoo. My heart sank, and I lifted my eyes toward hers. They had widened with shock and recognition, and she took two quick, if unsteady, steps toward me. "You bastard!" she screamed in my face. Her lip quivered, and then she broke into tears, holding her hands to her face.

I was stunned by her anger, and I could feel my face flush with sadness and shame. Yes, she knew. The tattoo had given me away. She knew that I was the stranger at the Roxy that night.

I didn't know what to do. I tried to reach out to her, but she pulled away angrily. Tears welled in my eyes as I watched her. I just stood there, helpless, cursing myself for my lunacy. What had I done? I've ruined my relationship with my Mother, the Mother that I loved, probably irreparably.

Her sobs were slowly subsiding. "Why, Troy? Why did you do it?" she asked with a trembling voice.

"I'm so sorry Mom."

I wanted to explain, but I didn't know what more to say.

Once again, I reached for her. I wanted to hug her to help her understand how sorry I was. But once again, she pulled away. "No Troy. Don't touch me!" she exclaimed. "I'm leaving now."

She walked unsteadily toward the front door. I ran to stop her.

"Mom, please!" I pleaded. "I can't let you drive like this. You've been drinking."

She paused and exhaled deeply. "Troy, I'm exhausted, and I need to go home," she said wearily.

"Then you can sleep on the couch. Please." I looked into her eyes imploringly, and she nodded. I grabbed her lightly by the shoulders. This time she didn't turn me away. Encouraged, I led her to the couch. She lay down and closed her eyes while I removed her shoes. In her drunken immodesty, her legs were splayed open slightly, and despite myself I found myself looking up her skirt. I could see sheer light blue cotton panties tightly covering her private area. With an angry shake of my head, I turned away. Don't ever do that again, I chided myself. You mustn't! This is your Mother!

I sat next to her for a moment, and wiped the tearstains from her cheeks. I bent down to kiss her forehead, but she wouldn't acknowledge me. She turned her head away, her eyes tightly shut.

I needed to leave her alone. That was obvious. I tiptoed to my bedroom, stripped to my underwear and threw myself onto the uncomfortably warm sheets. I lay in bed for a long time, immobile, my head spinning as I tried to sort things out. With my dark thoughts and the uncomfortable heat, I thought sleep would never come. But finally, I drifted off into a restless sleep of evil dreams.

I came awake a short time later at the sensation of the mattress sinking next to me. With a start, I opened my sleepy eyes, and saw the shadow of my Mother sitting next to me in the moonlit semi-darkness.

She tentatively reached out and placed her hand on mine. "Troy, please hold me. I need someone to love me. Hank has left me, and I don't know what to do." She shuddered, and began to cry softly.

I reached my arms out to her, and she lay down on her side next to me, her head resting on my shoulder.

We lay there for a long time, she on her side next to me, my arm encircling her protectively. Her quiet sobs slowly subsided. The body warmth emanating through her skirt and blouse would normally have been uncomfortable given the oppressive heat, but I didn't care. I was overjoyed that she had come to me. Now we could begin the slow process of healing and forgiveness for what I had done.

Finally, I spoke. "Mom, I just want to - I want to apologize. I'm so sorry it happened."

She didn't respond. She nestled her face into my chest, her hair brushing my cheek and chin. Her soft hand was resting on my shoulder.

"Do you forgive me?"

"Hush," she whispered.

We continued to lie comfortably in each other's arms, and I closed my eyes and exhaled a satisfied sigh. I felt I could stay here like this forever, arm in arm with my Mother.

Her hand moved from my shoulder to my flat stomach, and she nestled her head ever more deeply into my chest.

But her soft hand did not rest idly on my stomach - it began caressing me in slow, circular motions. I became conscious of my near nudity.

"Uh, Mom?" I asked uncertainly.

But she shushed me, and continued the gentle stroking. The sensation was part ticklish, part erotic. Despite myself, I felt my prick stirring in my underwear. Did she realize what she was doing?

Any doubt I had left my mind when I felt her begin to softly kiss my chest, next to my right nipple. I felt my cock stirring. NO! This couldn't happen!

"Mom we shouldn't do this..." I protested weakly.

But she just shook her head and continued to kiss my chest. Her lips danced across to my nipple. She kissed me lightly there, as her hand caressed my stomach, and I shuddered in response. She slid from my navel area, lower, then lower still. Her fingertips brushed against the waistband of my underwear.

Her tongue circled around my nipple until it was wet with her saliva. Her fingers dipped beneath the waistband, and brushed against my wiry pubic hair. My cock grew rapidly, tenting my underwear. This left a gap between the waistband and my bare skin, through which her fingers could now gain clear access to my private parts. She brushed through the hair at the base of my cock, then dipped lower, lightly stroking my balls. They contracted in response, pulling tightly against my sweaty groin.

She lifted her head from my chest and looked deeply into my eyes. I could discern her bright eyes shining in the moonlight.

"I need you Troy - we need each other. I don't care what happened the other night. Maybe it was meant to be."

And she kissed me on the lips, softly at first, but then she pressed her mouth against mine with urgency. I felt her wet tongue pressing against my dry lips, trying to force it's way into my mouth.

I opened my mouth to her insistent tongue. Immediately, it darted into my willing mouth. Simultaneously, her hand grasped my now throbbing cock and squeezed it gently. I gasped, and pulled her head to mine. We kissed with passion, our tongues intertwining. I could fight my feelings no longer.

She climbed on top of me and we stretched our bodies together, urgently grinding against each other in our passion, as we sucked each other tongues. I was keenly aware of the feel of my Mother against every part of my body, her warm moist breath as she panted into my mouth, her soft breasts mashed against my chest. I felt her warm crotch through her panties as she rubbed against my pelvis. I slipped my hands up under her blouse and stroked her warm back as she ground against me. Then I worked my hands down over her ass, and pulled her skirt up. I tugged at her panties and pulled them into the crack of her ass, thong-style, then began to greedily grope her bare ass cheeks.

I pulled her into my crotch as she bucked against me. I dipped the tip of my finger inside her panties, and tentatively probed against her puckered asshole, just at the limit of my reach. I applied a bit of pressure and waited for a sign from her to continue my probing.

"Mmm hmm," she purred into my ear. I slipped the finger into her sweaty asshole up to the first knuckle, then began to slide it slowly in and out as she writhed against me.

Mom groaned into my mouth at the sensation. I began to thrust my cock, still tented in my underwear, against her wet panties. She returned my eager thrusts, and her breathing quickened with desire.

Suddenly, she pulled away and got off of the bed. I whimpered slightly with frustration, but I had nothing to fear. She quickly stripped off her clothes. I watched as she then reached down to peel off my underwear, sliding them down my legs and over my feet. Her body glowed in the darkness like an erotic goddess.

I expected her to lie back down on top of me - in fact, I lusted for the feel of her bare skin against mine. But she had other ideas. She carefully placed her knees on either side of my head, and knelt there for a moment, looking down at me. Her pussy was suspended about a foot above my face, and the scent of her womanhood was strong in my nostrils.

I couldn't stand it. "Let me lick you Mom." I implored.

She smiled down at me - I could see the flash of white teeth in the semi-darkness, and she slowly, enticingly, began to lower her hairy pussy toward my eager, waiting mouth.

My tongue lapped at her swollen, juicy cunt. "Oh God!" She gasped with the sensation and I felt a tremor run through her body. She ground her pussy hard against my mouth. Her sweaty thighs squeezed against the side of my face in a vice-like grip.

Her smell was indescribable, a mixture of musky sweat and her aromatic cunt juices. I licked from her puckered asshole, up her swollen pussy lips, and finally circled around her erect clit, then worked my way back down again.

I looked up, past her stomach and watched as her tits swayed seductively above me. She was plucking at the erect nipples with her fingertips, further adding to her stimulation.

My Mother cried out with passion. "Oh, God Troy. You suck me so good! You're gonna make me come!" She clutched at my hair, pulling my mouth up into her cunt, while at the same time applying her full weight to my face. I was nearly suffocating in the erotic grip.

Her sensuous grinding increased in tempo. "Suck my clit!" she commanded.

I happily obliged. I pulled at her erect clitoris with my lips, and applied a gentle suction. "Ahhh, fuck!" she screamed in pleasure. Instantly, I felt her legs clench tightly against my sweaty face as her body began spasming with her orgasm.

She furiously bucked against my face as she screamed in her passion. She began to cry from the depth of her physical and emotional release.

Gradually, her breathing decreased in tempo, as I softly licked the remnants of her juices from her pussy lips.

She collapsed in a sweaty heap on to the sheets next to me, lying on her stomach. I held her in my loving arms as she cried into the pillow. The intensity of her climax had seized her female emotions. Gradually though, her tears subsided, and she sighed contently. "My god, that was fantastic," she purred into the sheet. I caressed her sweaty ass cheeks as she relaxed in the warm afterglow of her orgasm.

But my own desires were building. My cock was engorged with passion, and I needed my own release. I humped against her thigh.

"I can think of a better place for that," she murmured.

I got on top of her, doggy style, and guided my prick toward her swollen pussy. I began to press my velvety cockhead into her warm, sloppy cunt.

"I can think of an even better place," she whispered back to me.

I paused. I didn't understand what she meant. "Mom, I have to make love to you. I can't stand it anymore."

She giggled like a schoolgirl. "I know silly. I mean a better place to fuck me. Up my ass."

"Ah, I get it. But, um, I don't have any lubrication."

"My pussy has all the lubrication you need. Just stick your dick in there for a sec, and it'll be fine."

And so I did. I entered her inviting pussy, and felt her hot juices coat my throbbing prick. I pulled back out, and, holding it in my hand, guided the greasy cockhead between her slippery butt cheeks. I probed in the darkness for a few seconds, searching for the tightness of her puckered asshole. At last, I found my goal, and I wedged the tip against her anal opening. I gently pushed, feeling the slightest resistance as I slid my throbbing hardon past her spincter, then into her warm, inviting ass.

The first two or three inches of my prick were embedded in her warm rectum.
It felt much looser than Angie's. I understood why Hank had been able to fuck her ass so easily, despite the impressive girth of his prick.

I paused and focused on the wonderful sensation for a moment. "Am I hurting you at all?" I whispered in her ear.

"No, it feels good..." she cooed. "Push it in." She wriggled her ass enticingly against me, almost sucking me in with no effort from me. At last, all 7 inches of my prick were lodged in her bumhole.

"I want to make you feel good Mom." I whispered. "Tell me what you want me to do."

She whimpered. "Just fuck me hard," she sighed. "I love it!"

What my Mom lacked in tightness, she more than made up for in experience. I marveled at the sensation of her spincter alternately tightening and loosening against my prick as I began thrusting my prick in and out of her ass. I knew that I wouldn't be able to hold out for very long. I was past caring, and I picked up the pace.

"Yeah, that's it! Fuck it, fuck it fuck it!" implored my Mother.

My thrusts became more furious, as I savagely fucked her asshole. She groaned with pleasure into the mattress, and tightly gripped the sheet with clenched hands. Her ass was like a vice around my prick, and with one last furious thrust and a sharp gasp, I plunged my cock as far as I could up her rectum, and began coming in massive spasms.

"I love you Mom!" I cried in my passion and ecstasy, as my cum spurted deep inside her ass, coating her clenching anal walls. All of my muscles strained against her as the orgasm wracked my body. The orgasm seemed endless, as spurt after spurt left my throbbing prick.

Panting and heaving, we rolled together onto our sides, my cock still buried up her rectum. We lay pressed together on the sweat-soaked sheets of the bed, nestled like spoons. My hand softly stroked her shapely hip. I noticed with surprise that the soft light of dawn was beginning to fill the room.

She was crying softly again in the passion of the moment. "I love you too Troy," she said. I nuzzled her ear lobe with happiness.

We said nothing more. I didn't know what to say. My emotions, and hers too I imagine, were churning. I tried to sort out what had happened over the last week. I had now had sex, not once but twice, with my Mother, the same Mother that I was learning how to love all over again.

We whispered our love for each other once again, and fell asleep in exhaustion, my shriveled prick still nestled in her warm, loving ass.