"Stories 18+" My Long Weekend With Mom

Stories 18+ My Long Weekend With Mom
Growing up, it had always been just Me and my Mom. She had me really young, when she was in the middle of doing school. From what I know, she was in a relationship with my father at the time, but it had always been unstable and she left him shortly after finding out she was pregnant. She has always been Superwoman in my eyes, but looking back; I don't know how she managed it all. With raising a k**, finishing her Master's degree and being a working Mom being just the biggest of her concerns; she always seemed to find a way to make things work. I can remember the handful of relationships she had. I also remember that none of them ever lasted. They were all her age, which meant that they just weren't "dad" material. She hadn't been in a relationship since I was about 10 and, other than occasionally dating, I was the only consistent male in her life. 

Holly and I have always been extremely close and as I started getting older, that only intensified. Now I'm in college and living a couple hours away; but between school and life, I manage to make it home at least every couple of weeks. When I am home, I take care of Mom in all the ways a boyfriend or husband would I guess: if she had either. I don't typically think of it in those terms, simply b/c I adore my Mom and want to take every opportunity I can to give back to her. I know that she appreciates everything I do for her, and that she loves the attention. I cook for her when I am home, clean a fair amount, and I'll even give her the occasional foot massage because that's one of her favorite things in the world. We're really great friends, mostly because of there only being 19 years between us. We hang out a lot, doing normal things; and every once in a while, I'll even take her out to dinner and to go dancing or to a movie. I love seeing her happy and I really enjoy being able to take care of her. It just makes me happy to do things for her, so I'll often go an extra mile to give her a night or two to make her feel really special.

It's not that I do things like this for her out of pity either. She has an active social life and I know that she has been seeing a guy named James for a couple of weeks now. They met at work, have been on a number of dates, and don't sound very serious. I'm currently in a relationship as well; a girl from school named Melissa, whom I've been with for almost a year. I adore her too, and am much the same with her as i am with my mother. Mom and I have always talked about anything and everything. Even about her boyfriends and love life, as well as my own love life too. We just didn't have anything to keep from the other, and feel that comfortable with each other.

On this occasion, She and I were preparing to leave for our yearly vacation together. It was going to be just the two of us in a cabin near the California coast, for four days and three nights. We've made this trip every year together for as long as I can remember.

"Hey Mom!" I call out as I breeze through the front door, dropping my keys loudly onto the table in the entry way without even looking. 

Her face peeks out at me from around a corner before breaking into a huge smile. "There you are!" she cries and she launches herself into my arms, smiling playfully up at me. "You took forever getting your ass here, Ben. I was starting to think I might just have to leave without you" 

Chuckling, I pull her closer and kiss her forehead. "I'm sorry Mom, traffic was a nightmare."

"Well lucky for you, I think you're worth waiting for." She smiles and hugs me like it's been years rather than weeks since I've been here. 

"Can I get you something to eat, sweetie?" 

"Nah, thanks Mom. I'd rather finish loading the car and get the hell out of here."

"Oh, I was hoping you'd say that!" 

We quickly finish packing my stuff into her already half loaded Subaru Forrester, lock up the house, and take off.

"Are you sure that Melissa is ok with you taking most of the week?" She asks, almost uncertainly, as we back out of the driveway. 

"You might have to stop asking me that, Mom." I chuckle. "I think that's like the tenth time in two days."

"It's just a long time and I know you have other things to do."

"Whoa, there's NOTHING I'd rather be doing Mom, and you know that." I smile at her. "Besides, Melissa thinks it's sweet; the ways I make time for you."

"Okay then!" she says, instantly brightening up. 

I know better though and I smile at her: "That was almost convincing Mom." I can't resist laughing. "I think it's sweet of you to pretend that you care about whether you're hogging me all to yourself." She smiles back and laughs with me. 

We continue to chit-chat for the next couple of hours, eventually lapsing into a comfortable silence. I find myself staring at her, as I often do when I am around her. I tell her all the time how beautiful she looks; knowing that it makes her feel good to have another man tell her that, even If he is her son. 

"What do you see?" her typical response when I stare. 

Grinning slyly, I reply. "You know, I didn't think it was possible, but I think you actually managed to get even more Beautiful while I was gone." 

She blushes and giggles; "You're sweet hon, but you're crazy." Mom never thinks that she's as good looking as I tell her; and she doesn't really think she's anything special. Something which has always really bothered me. I see the way she gets noticed by men whenever we go somewhere. Even I've always noticed Mom; aware of how very sexy she is. I couldn't help noticing sometimes. Particularly her perky 36a breasts, whom she loved to leave braless just about all the time. But especially under her skimpy, strappy tank tops and sundresses. I mostly just shrug it off though. I've never really given it much thought and just attributed it to being a "guy-thing"; noticing something like that, regardless of who the Woman it might be. 

"That's ok Mom, that doesn't make me any less right about you." I pause for a moment. "Besides, you deserve to hear how good you look."

"You always know just what to say. And with lines like that, it's no wonder you landed Melissa." she turns to look at me. "You look really handsome, by the way. I like how you look when you don't shave for a few days."

At that, I just laugh and continue to watch her as she drives. I'm nothing special to look at. I'm average looking, in my own opinion. I'm 21 and six feet tall with broad shoulders. I have short brown hair and the same brown eyes as Mom. I'm in pretty good shape, being a runner myself as well. I do alright with Women, but I'm not the type who just looks to score, I'm more of a relationship guy. Probably the real reason I won Melissa over. 

Holly on the other hand, has always been incredibly beautiful, as I've often used to describe her. She just turned 40, but doesn't look a day over 32. She just continues to get even more attractive as she gets older. Part of her appeal, is that experienced and sensual confidence that only comes with age in a Woman; while the other part is her bright, sparkly and outgoing personality, coupled with an energy that makes her seem only half her age. A fact that causes most people to often mistake her for my older sister when we're together. She has a way of being subtly flirty and charming without trying, and she has these big brown eyes that just sparkle; all framed in dirty-blond hair. At 5'5, she is a solid size 10, but running 14 miles a week has given her a slimmed and toned figure with some really sensual curves...... 

At some point, I seamlessly transitioned from my thoughts of Mom, to drifting off. The the next thing I know, I'm being awoken by a soft hand running across my face.

"Wake up honey, we're here." she whispers

"Wha...? We are?" I groggily try to sit up. "Shit, how long was I out? I can't believe you let me sleep Mom, I should have been keeping you company." 

"Don't be ridiculous, Ben. You already drove all morning to come see me, so I thought you could use the sleep." 

"All right, thank you" I get out of the car, pecking Mom on the cheek as I exit. "How about you go get settled and I'll unpack."

"You're my hero, babe!" She grins at me for a moment, then snaps her fingers. "Make it snappy Mister! Get moving!"

I glance at my watch, seeing that it's just after 9:30pm. I hurry up an unload the car in three short trips; as we both each have a bag and a few other odds and ends that we brought with us. 

As expected, I walk in the door and there's Mom, smiling up at me from her reclined pose on the couch. I lock the door behind me and drop down next to her. 

"So..." I sigh. "What should we do first?"

"Hmm, you know what? I think I know just the thing." She starts to get up off the couch. "I'll be right back."

My eyes follow her as she walks around the corner and down the hall. I'm assuming she's heading to the master bedroom further back, where she always sleeps. After a few moments, I get up to go use the bathroom, heading in the same direction. As I pass the first bedroom in the hall (mine usually), I see Mom standing there, completely naked... pulling an orange bikini out of her bag on the floor. I drink in the sigh of her perfect, sensual figure. Her perky breasts and her large, pink areolas staring back at me. Her toned tummy leading all the way down to a small, manicured triangle of soft brown hair sitting above what appears to be her shaved pussy. 

I'm frozen. I've never seen her naked like that before, and my back is to her in an instant. "Shit! I'm so sorry Mom, I had no idea you had gotten up to change!" 

"Fuck! Jesus you scared me Ben!" She's short of breath and from the sound of it, moving to cover up. "No, Ben, it's my fault! Jesus, I can't believe I was so careless. I... I only meant to be a second. I didn't even think to close the door."

I move back into the living room, still stunned by the sight of my naked Mother.... and excited by it too. I already feel my hard-on straining against my pants. I can't get that picture out of my head. "My god, she's even more gorgeous naked that I imagined!" I think to myself. I manage to at least divert my attention long enough to feel myself softening, just as Mom comes walking into the room dressed in a small orange bikini. 

"Mom, I am so sorry, I..." but she cuts me off. 

"No, it's ok Ben. I should have closed the door. I don't know what I expected to happen, I thought I would be in and out before you got up." she moves forward and wraps her arms around me. "I'm sorry you had to see me like that Hon..."

"Hey, it's ok Mom. That kind of thing just happens sometimes." I hug her back, trying not to think about her soft breasts brushing up against me. I change the subject. "So, what was your big idea Mom?"

She's blushing when I look down at her and she looks up at me uncertainly. "Are you sure you're ok Sweetie?" 

"Of course I am Mom." Now I pause hesitantly. "...Are you ok?"

She smiles, seeming relieved. "Definitely. Now come on, the owners added something since the last time we were here." She takes my hand and leads me through the kitchen. Pausing only to grab a bottle of chardonnay from the fridge and two glasses. "It's out in the back. I think you'll really enjoy this." She hands me the bottle. "But first, would you open this for me please?"

Taking the bottle from her, I smile at her. "Wine? What's the occasion Mom? You seem awfully excited about this."

"Why wouldn't I be excited to be sharing the better part of a week with my Son?"

With that, she turns and exits the cabin, leading me by the hand out into the back yard.

As I follow Mom out into the yard, I see that the owners have added a hot tub. She's already at the tub, placing the glasses on the edge. I can't help but stare at her perfect ass and even between her thighs, as she raises a leg over the edge of the tub and slides in. 

"Aaaahhhh....." She sighs; "God, it's the perfect temperature. Hurry up Ben."

I chuckle. "Hang on, let me go grab my suit." Setting the bottle of wine down on the deck by the tub and turning towards the house.

"Oh, just wear your boxers Babe. It's practically the same thing. Besides, you're already out here. Right?" 

"Are you sure Mom? You wouldn't mind?" 

"Of course not, Ben! Don't be ridiculous; just get in here!" She declares happily. 

I slide off my pants and my shirt, leaving them on the ground before making my way over to the hot tub. I pause to reach down and activate the jets before climbing in. 

"Oh, shiiiiit! Those feel amazing on my back." Purrs Mom, who's already sunk in up to her chin.

As soon as I settle, she moves over to curl up next to me; putting my arm around her and laying her head happily on my shoulder. "Would you pour me a glass please Ben?" offering me her empty glass. I happily fill both and return hers. 

With the jets pounding on my back and Mom nestled in next to me, I'm completely comfortable. The water does feel good. 

"So, tell me how you are Mom. You haven't said much about what's going on with you since I got here. You're still seeing that James guy, right?" 

"Ugh, I'm ok I guess." she sighs unhappily. I can read her well and I notice that she's already nearly finished with her wine. "Oh! Well I'm convinced Mom" I tease. "Seriously though, talk to me Mom."

"Well, James is nice enough I guess... but he's rather tame. He's just so... button-down. Not my usual type at all. We're up to our seventh date, and..." She hesitates; and when I look down, I see that she's blushing again. "Oh, I can't believe I'm saying this; but he hasn't even tried to make a move yet!!" I can instantly hear that there's more in her voice than annoyance. I can hear the hurt there too. 

"What? Um... Well, did you ever think that maybe he's just trying to be a... gentleman? I guess?" I offer her a refill and she accepts. I fill mine again as well. 

She doesn't respond, but just leans against me in silence; drinking her wine and sulking. After another few minutes, she holds her glass up for a third refill. "She must really be upset about something." I wonder to myself as I fill both glasses for a third time. 

By this time, both Mom and myself are beginning to feel the effects of the wine. I shift my weight and turn so I'm facing her. I wrap my arm around her waist and pull her to me. "Ok, you're going to have to talk to me now Mom. Something is bothering you and we both know it. Out with is sister." I tell her softly, kissing the side of her head.

My words break her reverie and she turns to look at me. "I really can't hide anything from you can I Ben?" she sighs, "Ok. It's just that, after all this time, I would have expected SOMETHING from James. I mean even an actual kiss for Christlike! More than just a kiss on the cheek goodnight. I... I guess that I'm just worried that... that I'm losing my touch." She blurts out; and at this, I hear her voice break. 

"Sshhh.... That's not true Mom. You are absolutely gorgeous. In fact, I think you are even prettier and..." I hesitate before taking a deep breath. "...and more sexy now. Even more so as you get older." 

She looks up at me quickly and I can't read the look in her eyes.

"I'm sorry Mom... I... I hope that doesn't sound weird to say to you. I... Shit, I'm sorry Mom." I turn away from her.

"No, don't be.... Look at me Hon." Mom says quietly, turning my face back to her. "I think that's unbelievably sweet of you. It means a lot to hear you comfort me like that. You know, you're really the only man who I hear things like that from... I mean, James says nice things occasionally, but he doesn't have your way with words. The way you always make me feel so special Sweetie." She gives me a long kiss on my cheek. 

Taking a deep breath, she continues: "I... I just feel so lonely sometimes. I've been on several other dates with men other than James, but I just feel like I keep striking out." She's a little pouty at this point, as she scoots back from me to fill both of our wine glasses again. Returning to her spot, she breathes. "I just need someone to touch me again! You know... intimately. I'm sorry sweetie, I know how it must sound to hear your Mother talk like this but..." 

She pauses again to take another long drink from her glass; actually draining half of it at once. I am already feeling a strong buzz, so I know that she certainly is too. 

Setting her glass down, Mom does something that I never saw coming. She takes my face in her hands and kisses me. Not just a peck on the lips, but a long, passionate kiss. Her tongue eagerly exploring my mouth and meeting my own tongue. All 7-inches of me is instantly rock hard; straining to free itself from it's cotton prison. All too soon, she pulls away. 

Mom looks in my eyes; nervous and uncertain, she whispers so only I can hear. "Ben... I... Did you like what you saw earlier? You know... When you walked in on me?" She won't look at my eyes now, afraid of the answer.

I know I should hesitate here... She's my Mom for fuck's sake! "God, yes Mom! I know how that must sound, but... I haven't been able to stop thinking about it." I blurt out. She looks up at me now, but her eyes are different. There's a subtle, smoldering fire in there. I't a look I've never seen in her before. 

"...Do you want me Ben?" She asks in a tone that manages to sound both seductive and uncertain at the same time. I feel shivers run down my spine, listening to her.

"I... I... Oh god, I do Mom! I want you. I want to be the one to take care of you." I finally manage to stutter, my thoughts a blur.

"I want you to call me Holly, ok baby?" She breathes into my ear; and with that, I'm kissing her. Our tongues once again dancing together, frantically exploring the other's mouth. With my left hand, I begin to slide it slowly up her tummy, finally caressing lightly over her breast. My hand lingers there, gently squeezing and massaging it before moving on to her neck; eventually resuming it's course around her body once more. 

Holly is moaning quietly in her throat now as I continue to kiss her. I eagerly explore the rest of her incredible body, never breaking that connection. My cock is so fucking hard.... I can't take it. I finally pull back from her, breathing like I just ran a marathon. She's flushed and breathing equally hard. I shift my weight and slide my boxers off, tossing them I don't know where. 

Holly gasps a little when she sees my towering erection. "Oh my god Ben, you're so big! I don't think I've ever had one like that." My Mom can't take her eyes off of me now. 

As I move closer, I whisper in her ear. "You know I love you, Holly?" I feel her shiver all over as I run my fingertips up her back and untie her top; then moving to the neck and pulling on that too. It falls away and I immediately drop my face to her breasts, gently sucking her now firm nipples, alternating and lightly pinching them. 

Holly is moaning louder now, more continuously. She's so turned on right now. "God, Ben. Jesus! Don't fucking stop Baby. Oohhh...." Her body shudders again as she digs her nails into the back of my neck.

My hand now roams lower and lower. I feel her waistband and my fingers slip inside; where I'm welcomed by the patch of hair. I run my fingers gently over her smooth pussy, which rewards me a sharp gasp and another huge shudder from Holly. Even in the water I can tell that she's wet. I continue to tease her dripping pussy, running my fingers up and down her slit and gently rubbing her clit. I pull my hand back out, dragging the tips of my nails lightly down and around her inner thighs. 
Suddenly, Holly puts her hands on my shoulders and pushes me back against the side of the tub. She immediately flips over to straddle me. My still rock hard cock begging for attention. All I can do is stare up at her magnificent body into her eyes. I've never seen this woman before, so completely consumed by her carnal needs. There are no words, only urgency and lust. I want her so fucking bad right now! Holly pulls the side ties of her bottoms and they drift away on the current of the jets. She's breathing hard as she takes my massive hard-on in a small trembling hand, lining up my head with her dripping pussy. 

I put my hands on her hips and as I look into her fiery eyes, I pull her down swiftly; driving my thick cock deep inside her in one stroke. She's so wet it happens easily, but Holly gives a small grunt of pain from the sudden intrusion. I have never been in a pussy this fucking tight and it's the most amazing sensation I've felt. I watch as Holly begins pumping herself up and down in full strokes, impaling herself on my full length each time as I try to match her with my own upward strokes. 

"Uhhn! Uhhn! Uhhn! Yeah Baby, just like that! Fuck me Ben!" Holly's groaning at me. Her head is thrown backwards, writhing around in pleasure. I grunt and thrust deep, before I flip her around so that I'm behind her. 

"OH GOD! YESSS!" She cries loudly. She gasps again as I pull back to the head and drive my throbbing cock deep inside her again. I'm grunting loudly now as I fuck Holly from behind. I realize I can tell she's getting close, which comes as a relief, as I'm rapidly approaching too. 

"Fuck me harder, Baby! I'm almost there! Don't fucking stop!" She's continually shouting as my thrusts become shorter and faster. "AAHHH!" She cries out as the waves of her first orgasm hit her. Her body shakes and she tightens her grip on my cock, which almost sends me over the edge. I manage to hold off as her orgasm passes. After a moment's pause, I continue my thrusts as I feel the end approach. She's still breathing harder.... grunting and bucking her hips. 

"Oh, SHIT. I'm gonna cum baby, I can't hold it off!!" I yell out. 

She turns to look back at me, still frantically grinding against me. "Do it Baby, fucking cum in my Pussy. Fill me up!!" 

"AH, AH, AH.... SHIT!" I'm screaming as I give one final thrust into her and begin pumping her full of my hot cum. FUCK! I've never come this much in my life! As I'm filling my Mom up; I feel her again tighten around me, only much harder this time. 

Suddenly Holly is yelling too. "Oh, Jesus! I'm cumming again!!!" As she keeps on grinding her pussy against my spent cock until finally.... it passes.

She collapses against the side of the tub and I on top of her. Neither one of us can catch our breath. Panting and dripping with sweat, I lean down and kiss the back of her neck gently; feeling her shiver slightly at my touch. 

"You... That... WOW..." Is all I can manage between breaths, still collapsed against her back.

"I... know..." She replies and turns to smile up at me. 

I pull out of her and immediately, all of my cum begins pouring out of her and spilling into the water. I turn Holly around and pull her close; kissing her passionately. I then start to clean her up there in the hot tub. As soon as I'm finished, I help her out. 

I look her in the eyes. "I love you Mom" I whisper to her. I pick her up and carry her back into the house, where we climb into bed together and are immediately asleep. 
I open my eyes slowly. At first, I don't remember where I am. There's light pouring into the room and I'm vaguely aware that it is not my room, nor is this my bed. Still half asleep, I roll over towards the center of the bed and find myself face to face with the naked back of a woman. In my haze, I tell myself that it must be Melissa. Groggily, I carefully move myself against her to snuggle, so as not to wake her. After doing so, I realize that it is in fact, not my girlfriend. Instantly, I'm awake and sitting up in bed. 

"FUCK! I'm waking up in bed naked, next to a fucking stranger?!" I scream in my head. My heart's racing now, as i panic slightly and run my hand through my hair. Then, looking back at the Woman; last night all comes back to me....

As if on cue, she rolls over. Just waking up, she peeks up at me from under covers; trying to decide if she's ready to be awake. Seeing that I'm awake, she smiles at me and yawns. "Mmm... M-Morning love" She says, stifling another massive yawn. 

My response is automatic, "Morning Mom." 

Mom moves over to me, displacing the covers in the process. I see that she's completely naked and I feel my cock stir slightly. I'm propped up against the headboard, watching as Mom scoots over and nestles her warm naked body against me. She starts slithering her small left hand up and down my chest, making my heart hammer harder still. 

"What the fuck did I DO?!" Seems to be the only coherent thought I'm capable of at the moment. My Mom is perfectly content with her head on my shoulder, almost purring slightly. She doesn't seem bothered in the slightest by our nudity.

"Uh, Mom...." I begin. "Um.... I... Did... last night really happen?"

Her hand stops tracing my chest as she looks up at me, "Yeah Baby... It really did."

I reach up and begin massaging my temples with one hand, putting the other over hers to stop it's movement. "But.... You're my Mom! I'm your boy.... What does this mean? What the fuck did I do?!" 

Sitting up now, she places her finger on my lips. "Ssshhh, listen to me Baby. You didn't "do" anything last night. I wanted you.... Son, I needed you." She takes a deep breath and continues. "I've been conflicted about this for a while now Ben. I realized that I started to have feelings for you that aren't typical for a Mother to have regarding her own son. I've struggled for a while about what to do.... until last night happened." 

Now facing Mom; my mouth is bone dry and I'm watching her eyes intently as she speaks to me. 

"I never mean for it to happen like that Ben.... but the way that you held me; the way that you comforted me, just reminded me of all those feelings and... and I just gave in." she smiles at me. "But I'm so glad it did happen, because I've come to realize that there's no one else in the world who makes me feel as special as you do, Love. The ways that you see me and tell me how beautiful I am. Well, you complete me in ways that other men just can't. You've been the only man in my life for so long now Ben; you've been MY man for so long... I don't want to let go of that."

"But... but what about Melissa Mom?" I finally manage, looking at her.

Holly takes a deep breath and looks at me for a moment before answering. "*sigh*... Ben, I know that you and Melissa are happy together, that you're still seeing where it might go with her. I'm not going to make you choose, Son. I can accept you being with someone else, but when you are with me.... when we do things like this trip... You can have me, anytime you want. I can live with an arrangement like that."

"Really Mom? You honestly feel that way about me?"

"Hon, I think last night speaks for itself, don't you?" She replies softly, stroking my face with her free hand.

Thinking back, I know that she's right. It was the best sex I've EVER had in my life... but it was with my Mom. Intellectually, I know that I should be repulsed by the thought of this... but if I was being honest with myself, hadn't I always really felt more like a husband or boyfriend to her? Wasn't that always the way I had taken care of her?

Breaking my train of thought, she continues. "And, Ben? If... If I'm being perfectly honest with you; I..." She blushes and looks away nervously. "I'm more than a little turned on by knowing that other people would say this is wrong and knowing that as your mother, I shouldn't feel this way about you. It just makes me tingle, knowing what I'm begging my own Son to do to me."

"I... I think I want this too Mom." I finally whisper after what feels like an eternity. "I feel the same ways about you. I think I always have, but never understood it until last night. Whatever this is, I don't care what anyone else thinks. I love you Mom... and I always will. I want to be here for you and take care of all your needs, whatever they are. I want to be your Man."

Hearing that, Mom breaks into a huge smile and leans closer to kiss me passionately. Wrapping my arms around her and pulling her naked figure into me, I continue to kiss her for a moment before breaking away. 

"So... what do you want to do today Mom? ...or should I still call you Holly?" I add, remembering more of last night. 

"Mmm, I like it when you call me Holly, Babe. Hearing you say it gives me chills." She grins playfully at me.

"All right then Holly. What's on your mind for today?"

Her eyes light up at my question. "Oh, I think I've got a pretty busy day planned for us, Ben." She whispers as she leans into me, kissing me yet again. It starts off as a simple kiss on the mouth and builds from there. Soon, she's running her hands through my hair as she slips her tongue into my mouth. When I gently bite her bottom lip, she starts moaning and reaches under the covers, gripping my rock hard cock. I gasp as she starts to slowly work it back and forth. 

After what feels like a lifetime, I pull away from her. Leaning away from her, trying to take her in. Her beauty is staggering. Seeing her lying there in the morning sun spilling through the windows, with her sexy disheveled hair; naked and only covered from the waist down... ignites my need for her. 

She's confused at first by me pulling away, but the smile I give her says it all. She sees the need in my eyes. I wink at her and the naughty smile she returns to me makes me harden even more. I roll her on her back and roll on top of her. I let my weight settle partially on her, with my right leg in between her thighs and my hot manhood pressing against her. Running my right hand up her thigh and side of her ass, I whisper in her ear.

"I want you Holly." ...she only whimpers in response.

We kiss passionately again, but soon I'm softly brushing my lips down her neck and across her collar bone. I stop at her soft and inviting breasts, cupping them firmly. Loving the way that they fit perfectly into my hands... as though they were made for each other. Gently, I begin to roll her nipples in between my thumb and forefingers, making them hard. 

After a few moments, I bury my face into her waiting breasts. Inhaling deeply, I take in her familiar scent; the vanilla-honey body lotion, mingled with the lingering traces of her faintly flowery deoderant. Two scents that I've known all my life, but now find irresistibly arousing. I run my tongue over her sensitive peaks once before sucking them into my mouth, causing Mom to moan loudly. 

"Ooohhhh, god Ben. I love it when you do that." She breathes

After sucking on her firm nipples for a few moments, I resume my progress towards my true goal. Though the need and lust is there for both of us, this is different from last night. The desperate urgency that made last night so a****listic is gone. I take my time, wanting this to last as long as possible. I kiss my way down her tummy, pausing to swirl my tongue in her belly button briefly and ever so slightly, tug on her belly button ring with my teeth. The latter rewarding me with a small gasp of joy somewhere further up the bed. I can hear her breathing harder now, her skin is flushed and I know that she's as turned on by this as I am. 

In between her breaths, I faintly hear. "Jesus Babe, you're so good at this..." She interrupts herself with another moan of pleasure, "Ooohh, shit... you're such a tease!" 

I chuckle softly as i finally approach the soft patch of hair that crowns her smooth opening. Suddenly, I'm hit with her intoxicating scent; her real, natural scent. The arousal that I experience sends my mind reeling. I gently spread her thighs apart and, as expected; I see the evidence of her arousal dripping from her open slit into a tiny pool. 

I immediately run my tongue up the length of her dripping crease, tasting my mother for the very first time. As soon as I taste her, my mind explodes as my raging member flexes. It's all I can do to keep from blowing my load right here. I run my tongue up her length once more; this time swirling it around the fleshy hood hiding her sensitive bud, teasing it out into the open. 

Holly and I are both moaning loudly now as I lick her. Without warning, I slip my entire writhing muscle into her moist hole; eliciting a huge "OH!!" from Holly as I begin to fuck her with my tongue. From there, I withdraw and move up to gently lap at her sensitive little bud. When I suck in into my mouth, I feel her buck as her whole body tenses while she continues to moan. Her hands have a vice grip on my hair, digging into my scalp and pulling me into her. She's frantically grinding against my face, smearing me with her juices. I am in heaven, my moans muffled by her pussy. 

"Ooohhh, god baby! I... i... don't know how much more I can take!" Holly's panting, trying to catch her breath; her face and breasts both flushed with color. "I... I need you inside me! I need you to make me cum... so... bad..." She barely manages between breaths. "Mommy needs it bad.... Put it in me, Baby!" Her body's shuddering beneath my fingers and she's pleading with me to fuck her. 

I slide up her body and plant a gentle kiss on her soft lips; slipping my tongue inside her mouth. She moans in ecstasy, writhing under me as she tastes herself on my mouth and breath. Her soft hands are running over my body; caressing my balls with a feather-like touch, running her fingers over the length of my shaft. 

I'm breathing hard too as I look down at her. I lean forward and my lips brush her ear. "Tell me what you want, Baby. I want you to say my name and beg for it...." I growl in a low and rough-sounding voice.

Hearing that makes Holly squeal and giggle. "Ooh, you ARE a bad Boy! Alrighty..." My Mom grins lustfully up at me, as both hands grip my ass. "I want you to fuck me Ben... Fuck your Mommy, please Baby! I need it so badly.... I have to cum.... You've teased me for so long!!" 

I know that I can't hold onto my load much longer. Pleasing a Woman and making her moan just makes me fucking rock hard. I spread her legs and grip my throbbing 7-inches. I start by sliding my bulb around her velvety folds, lubing myself with her own juices; before lining it up with her sopping hole. 

"Uhhn! Do it Ben, I want you inside me!" She's grunting and panting, desperately trying to get me inside. My weight keeps her pinned though; our eyes lock and we hold our gaze. I want this to be the best of her life.... 

With that last thought, I cock my hips. In one quick movement, I'm in Holly up to my balls. Her eyes go as big as plates as I ram it home, up into the place I came from so long ago...

"OOOHHHH! G-A-W-D yesssssss!!!!!!!!" She screams, squeezing her eyes shut. I stay like that a moment, reveling in her tightness. Her pussy feels like a fucking glove when she clenches her muscles around my shaft like this. Then slowly, I draw back and begin to fuck her. 

The next thing I know, Mom has her legs wrapped around me and she's raking her nails down my back. I know I'm close, so I start thrusting harder and faster. 

"YES! ...YES! ...YES! ....YES! She's yelling as she matches my rhythm, frantically writhing beneath me. "Fuck me Ben! I'm almost there.... I... OH GOD!!!" Her muscles clench my cock in a death-grip as her orgasm hits. "AAAAAHHHHHH!!!!!! Oh! Oh! Oh! Oh! YESSSSSSS!!!!!" Holly screams at the top of her lungs as her already dripping pussy literally explodes all over me. I feel her juices soaking my balls and thighs and some of the bed as I fuck her through her orgasm. 

All of this is too much and I immediately begin emptying my load deep into her pussy. Firing spurt after spurt after spurt into her until I'm spent. But I'm not finished yet, I've got another surprise for my beautiful Girl...

Holly is quivering beneath me, slick with our sweat. Unable to catch her breath, she closes her eyes and lies there whimpering as the shocks of her orgasm move through her body. I can barely move myself, but I have a mission. I smile at her and quickly pull my half hard cock out of my Mom. Moving down to her sensitive pussy, I begin to carefully clean her up with my tongue. 

"Fucking JESUS!!" Holly yells in shock, as I lick her through the passing waves of her massive orgasm. "God... Baby.... wait... I... I can't..." She can't string the words together between the sensation of me licking my own seed out of her already overstimulated crease; and being unable to catch her breath. I'm undeterred and smile to myself as I continue.

"Mmm... Mmm, yeah... Right there Baby..." Holly's lying back with her eyes closed now, one hand on her breasts with the other aimlessly stroking my hair as I continue to clean her. She's clearly enjoying this as I prolong the electricity of her release.

I keep running my tongue in and out of her stretched and slightly gaping hole; lapping up my own cum mixed with hers and the juices all slowly oozing out of her. I'm absolutely loving this and the taste is incredible. I've never tasted my own cum before, but it's turning me on. Something about the new sensation of the sweet and salty taste of it. After a few minutes, I finish my task. Having even cleaned up everything that spilled out of Mom onto the bed. With a fair amount still in my mouth, I slid up her body and plant my lips on hers; when I feel her lips part, I deposit my surprise. 

She happily accepts it and pushes her tongue into my mouth as she searches for more. I pull back and collapse on my back beside her, closing my eyes. Mom manages to roll over to lay her head on my chest, dr****g her arm across me. Her breathing is beginning to ease now, even though mine hasn't. 

"Ben... Where on EARTH did you learn to fuck like that?!" Running her nails across my chest. "I've never cum like that before... that was incredible! Oohh, and when you started talking dirty to me?! Fuck! That really got me going Babe!" She plants a delicate kiss on one of my nipples. "And what you did to me at the end!!! I've never had a man do that to me before. Where did you learn that?!" 

Panting, I manage to raise my head to look at her. "Honestly Mom? I've never fucked like that before. I've never been as hard as you make me.... Unnggghh." With a huge groan and effort, I manage to roll to my side. Holly immediately snuggles up to me, pressing up against me. 

"I don't even know what came over me when I cleaned you up. I've never done that to another Woman. I... I guess I just wanted to make sure you did feel like I was... you know... Using you." I finish my sentence quietly, not looking at her. I feel a little embarrassed for some reason. 

"You are so sweet Hon," Kissing my neck lightly, as I turn back to her. "I'm so lucky to have a man like you to take care of me." And with that she buries her face into my neck. Looking over her shoulder, I see that it's only 11am; making me smile at how much time we still have left together. 

"So... Is there anything special you want to do today? I ask after a few minutes.

"Hmm.... What if I said that all I wanted was to spend the day here with you?" 

"Yeah? I think that sounds like a great idea." 

"What did you have in mind for today, Love?" She asks as she nuzzles my neck. 

"Oh, I don't know. I can't really argue with your idea though." I gently rest my head on hers as I close my eyes and relax.


I open my eyes a few hours later, not even remembering falling asleep. As I lie in bed, the sun begins to fade as clouds roll in. I realize that even though I'm absolutely exhausted from what Mom and I just did, I just can't sleep. My mind is reeling from how fast all of this happened. "Fuck. This just started as our annual trip together..." I think to myself, watching my gorgeous Mom sleeping against me with her face still buried in my neck. "... All of a sudden I find out that Mom has feelings for me and that I apparently feel the same about her." I don't really care what this is, all I know is that I love her more than anything and that I want this too. My thoughts are interrupted by a gentle snort from Holly. 

Suddenly she rolls over in her sleep, rolling off of my chest. I sit up, looking down at her for a moment. She really is adorable when she sleeps. Deciding to seize the opportunity to take a shower, I carefully edge myself off the king-sized bed; realizing that Mom won't be moving anytime soon. I make my way into the bathroom on the other side of the master bedroom and shut the door with a soft click. 

I begin to run the water and crank it to hot before stepping in. Closing the shower door behind me, I feel an instant release of the tightness in my muscles as the water washes over me. I don't even try to do anything else. I just place my arms above my head on the wall in front of me and lean into the steaming jet of water. Letting it roll down my 6 foot tall frame, taking my tension with it. I think about what this could mean for Mom and I... "We aren't staying here forever and what would we do when we left? Could we possibly just go back to our lives? Go back to Melissa and James, pretending that this never happened?" The more I think about these things, I realize that I don't want this to end... I don't know that I want to end things with Melissa either, but then Holly did say that I wouldn't have too...

I'm so wrapped up in my thoughts that I don't even hear the shower door open as Mom slips in behind me. She presses her body fully up against my back and wraps her arms around me; sliding her hands up and down, from my chest to just above my cock. She's slippery and wet now and she feels amazing moving against me. I'm already starting to get hard again.

"Mmmm.... You know it's never polite to let a Woman wake up alone, right Babe? She might get the wrong idea." I can hear the smile in her voice, which makes me smile too.

Straightening up, I turn around. "Sorry Mom. I didn't want to wake you and I thought I could be back before you woke up." I lean down and gently plant my lips on hers, bitting her lip as I pull away. She looks up at me with a look of longing in her big brown eyes.

"Jesus, are you ready for another round already, Love?" 

"Mmm, not quite yet Hon." She purrs softly, while running the nail of her index finger down my chest. "I think I'm going to need a little time after what you just did to me. I'm not used to getting it like that.... Not that I'm complaining!" She adds with a laugh. 

Mom gives me that look again and I feel my penis stir against her matted pubic hair. She gives me a slight smile and softly says: "You know, I realized when I woke up that between last night in the hot tub and what you did to me this morning.... You've been getting a little neglected Sweetie." Her lips push out in the sexiest pout I've ever seen. "And we just can't have that, now can we?"

"Oh, believe me! I'm not complaining! This has been incredible, Holly." I pull her close to me and slide me hands down her back, to her soft, pliable ass cheeks. "I just love that I finally get to complete ALL of you; to fully take care of all your needs. I love you so much Mom. You know that, don't you?" 
"Ah, but don't forget." Holly starts seductively. "I AM still your mother and Moms take care of their babies." 

With that, she pushes me back against the wall of the shower and presses her body against mine. I can't believe my eyes as my own Mom, slowly slides down my front until she's kneeling in front of me. 

Placing her hands on my knees, Holly looks up into my eyes. "Go ahead Ben." Her hands moving up and down the sides of my thighs. "Tell Mommy what you want me to do to you. Tell me what my Man needs" 

I shudder hard. "Fuuuuuck..... This girl could make me cum just by reading the phone book to me." I think to myself as I stare into those huge brown eyes.

"I... I want you to suck my cock Mommy. I want you to put my balls in your mouth and then play with them!" Did I really just say that to my MOM?! "I want my dick in your mouth and I want to watch as you take it all down.... and then?" I lean down to her, and stroke her cheek with my finger. "I want to cum all over your fucking pretty little face!" 

She closes her eyes and I see her shudder. When she opens them, her eyes are ablaze and wild with lust again. She's completely insatiable!

"Mmmm. Don't you worry Ben, Mommy's going to take care of you Baby. You'll get to have my face. In fact, you can have whatever you want from me." 

With that, her hands work up the insides of my thighs. I'm already fully hard again and my throbbing cock stands straight out. Standing at attention and swaying slightly in the stream of water. I brace myself against the wall, just watching her in awe. 

I gasp out loud as I feel her tongue make contact with my testicles, running all around their circumference. I can't even stop my self from moaning as she gently tugs at my scrotum with her teeth. That's a new one for me. I can't even remember the last time I had a real blow job! I grin down at my Mom and the look she returns to me is all I need, to know that I'm in for a hell of a ride. 

I watch as Holly opens her mouth wide and carefully wraps her juicy, full lips around most of my balls. They're not huge, but still just a little to big for her perfect mouth. I lean my head back against the wall and close my eyes as I'm taken over by the sensation of her tongue writhing all around it. Moments later, she releases me.

As I look down, she winks at me and wraps her small hand around the base of my erection. Her tongue slides out from between her lips and I shudder as she drags it along the underside, from base to tip. When she reaches my dark purple mushroom, she runs her tongue around that as well; then down the little slit in it. The whole time, never breaking eye contact with me. She's fucking phenomenal at this!

Then It happens. I watch as my beautiful Mom opens her mouth and swallows my throbbing cock. My brain stops working. My lungs stop working. I gasp out loud for air as I watch her take me deeper; her tongue doing incredible things on my veiny shaft. She sucks hard and pushes further until I can feel the back of her throat.

She drags back off me, panting slightly as I pop out. "Oooh!" she giggles. "Baby, you taste amazing! I love the way you feel inside my mouth. Do you want me to keep going?" She asks coyly, already knowing the answer.

"Oh my god, YES! Please don't stop Mom!" Now I'm pleading with her, just like she was this morning.

She smiles and shifts lower on her knees. She grips me again and she swallows me whole; inching me further and further down. I'm not exactly small and I know it's a tight fit, but she's a fucking pro at this! I feel her teeth bump my base and I know I'm again, balls deep in my Mom. She starts to work me in and out; her head bobbing faster and faster, up and down my shaft.

"Oohhhh, god Mom. Don't fucking stop! Fuck, you're mouth feels incredible. Ohhh, fuck, faster!" She does just what I say and picks up her pace a little more; this time starting to stroke me at the same time.

My eyes are still shut, but I can tell that she's playing with herself. She's clearly enjoying this too. Holly starts to moan as I'm in her mouth and that almost sends me over the edge. I know I can't hold on long now. 

"OH! Ohhhh, shit. I'm going to cum! I can't fucking hold on!" 

I'm losing this fight fast and she doesn't seem to hear me. I grab her wet hair in my right hand, but not enough to hurt her. Pulling her back and holding her so she's looking up at me with those fucking huge eyes. With my left, I quickly grab my straining hard-on and point it at Holly's face. Furiously stroking myself; I hold her like that, our eyes locked together. 

"God Ben, do it! Mommy's face is right here and it's yours. I want your hot load all over me!" She's breathless now and still fiercely rubbing her clit; pushing herself closer to orgasm as well. Suddenly, her other hand is firmly grasping my balls and that's it for me. 

"FUUUUCK!! Oh, god yeah! Shit! Shit! Shit!" I'm yelling as I pump. I vaguely hear Holly cum as well. My first spurt is big and stretches from her nose, up her forehead and I'm not nearly finished. Four! Five! Six! Seven spurts later, I'm panting and my spent cock is softening in my hand, still oozing out the last of my load. 

"Ooohh!!" Holly squeals, opening her eyes and giggling. "Wow! That was so hot Ben! Oh, god I was so turned on by that!" She's out of breath too. I can't help but marvel at the image of my own Mom on her knees in front of me, her face covered in my seed and apparently delighted by it.

"God you're adorable." I reach down to help her to her feet. "Come here, let me clean you up." But she swats my hands away gently. 

"Ah Ah Ah!! Not so fast! I'm not done returning your favor from this morning!" And with that, Mom wipes my cum off her face and into her mouth, swallowing it all. "Ooh, you're really yummy!" She purrs, before leaning in and cleaning me off with her mouth. 

"Here, let me help you." I offer my hand and she takes it. I help her to her feet and embrace her tightly. "Thank you Holly, that was incredible. I loved that." I gently kiss her lips and can taste my own saltiness there. From there, I grab a washcloth and finish cleaning up her face, before grabbing the soap. 

"What are you doing Hon?" 

I chuckle softly. "Well, we were both in here for a reason right? Besides, we're going to need showers for my surprise later tonight." I embrace her softly from behind, so that my temporarily satiated cock is nestled between the soft mounds of her ass cheeks as I plant a string of delicate kisses down the right side of her slender neck. "I thought I could give you some help washing up.... If that's alright with you?" 

"Oh! Of course it is Ben! I'm sorry. I've never had anyone do that for me. You're terribly sweet to me. I'd love some help" She smiles as she cranes her neck back to see me.

I get to work, running the soap and my hands all over her body from behind; making sure that I don't miss a spot. It's erotic for both of us, but not sexual. More like an intimate moment between two lovers. She leans into me as I work and she sighs and moans softly every once in a while. After I'm finished with her body, I pour some shampoo into my hand and begin to gently massage it into her hair.

"Really? A surprise?" She asks me after a few minutes, breaking the silence. "You're going to spoil me Babe. You don't have to do anything special for me." But I can hear the coo in her voice, knowing full well that she's moved by the idea.

I laugh. "Well that's just ridiculous Mom! You're going to really like it I think. I'm going to treat you like a queen tonight. Just like you deserve."

She steps away from me and I watch as she steps into the jet of water to rinse off. She gives me a sultry look and makes a bit of a show of it. A moment later, she takes the soap from me and does the same thing for me. We shut of the now barely warm water and step out. I move forward and toss her a towel before grabbing my own. Still dripping, I poke my head into our room and check the time. It's 4:45pm. I smile to myself, knowing that it's just enough time. 

Turning back to Mom I pause, just taking in the sight of her toweling herself dry. Every movement she makes, every mundane act, I seem to find irresistibly sexy. Shaking my head to clear it, I walk towards her. She stops in the middle of drying her tummy and smiles at me. 

"What's up, Hon?" She asks me brightly.

"How would you feel if I said you should dress up tonight, Mom?"

"Dress up? You mean like something nice and makeup?" 

I smile back at her. "Well, everything you own is nice Mom and you look beautiful regardless of what you wear. But yeah, that's the idea. I know that you've always got some sort of sassy dress for "just in case", whenever you go somewhere. What do you think?" 

Launching herself into my arms, she squeals. "Oooh!! Ben, that sounds fantastic! Where are we going?!" 

"Hey! I can't go ruining the surprise now, can i?" 

"Fine then!" Pretending to pout, she resumes drying herself off. "Off with you then Mister. I've got some work to do. You're going to have to wait in the living room!" Smiling wickedly at me, she shoos me out the door. 

I immediately head to my bag and after rummaging through; I opt for a pair of dark blue denim jeans and a white button down dress shirt (the kind you wear un-tucked); along with my black sports coat and dress shoes. I dress quickly and head out of the room, pausing briefly to examine reflection in the large mirror. Running my hand over the several days of unshaven stubble, I ponder whether I should shave. I decide that I'm happy with my look, pick up my shoes and walk out. Since I have some time to kill, I decide to lay on the couch and close my eyes. 

I doze off and when I come too again, I glance at my watch and see that it's 6:15 now. I feel a slight stirring in my pants, knowing that Mom should be out soon. I can't wait to see what she's wearing this evening. I stand up from the couch and am about to walk back to check on her, when I hear her voice float sensually down the hall.

"Are you ready to see, Love?"

"Absolutely, Mom!" 

I hear the clicking of her heels on the hardwood floor and I can only stand there holding my breath. Moments later, Mom comes strolling down the hall like it's a fashion show catwalk and my jaw drops.

"Mom.... Wow...." I whisper softly as she steps towards me. She's wearing a stunning black strapless dress that hugs her every curve from the bust to about half-way up her thigh; where it flares out subtly, finishing with an extremely sexy Asymmetrical hem. Under the dress is a strapless bra. It's pushing her already perky 36a breasts up even further, giving her some incredible cleavage. Mom's also wearing one of those small, sexy, drop necklaces that draw your eyes to down to her cleavage. Her make up is subtle, mostly b/c she doesn't need it to look gorgeous. She never wears it in her day to day life, only when she dresses up. When she does, it just makes all of her features just pop. She's also teased her shoulder-length dirty blond hair from naturally straight, into a sexy, flowing and slightly wavy style. I look her up and down and notice that she's finished off the whole outfit with a sassy pair of black, strappy 4 inch heels. 

Taking another nervous step forward, she holds out her hands to the side. "...Do you like it, Ben?" Her voice is barely a whisper. 

"You... You look incredible." My own voice is hardly any louder and I can't take my eyes off of her. She looks absolutely incredible. As I talk, I slowly circle all the way around her; my eyes roaming hungrily over her figure. This is far from the first time that Mom's modeled new clothes for me, wanting my input. I've never let her do that whole "spin" thing that Women do. I think it demeaning, like she's being put on display rather than being appreciated or admired. I make my way back to my starting point, gently pulling her into my arms as I do; her uncertain eyes never leaving mine.

"Are you sure?" 

I kiss her passionately, but gently so as not to mess up her lipstick or makeup. "You look utterly stunning Mom. Everyone will be looking at you tonight." 

At this, she lightly kisses me back (the kind that leaves you wanting more) and whispers "I love you Babe."

"Come on, we've got an evening planned." Smiling adoringly, I offer my arm to her and she loops her own through it and I escort her out the door and off to dinner.
It's dark by the time we arrive at the restaurant. It was about a 45 minute drive to the nearest city from our cabin; which is one of the many reasons we loved it so much. I park a few blocks away and exit the car, hurrying around to open Mom's door for her. Smiling down at her as I offer her my hand; Mom beams up at me as she takes it, stepping gracefully from the car. We make our way to the restaurant with my arm around her waist. 

When we get there, I hold the door as Mom passes through. We step up to the hostess; a petite red head, who's kind of cute. Her mouth is open slightly as she stares at Mom.

"Oh! I'm sorry!" she jumps, smiling now. "Good evening; do you have reservations?" 

"Good evening." I smile back. "As a matter of fact, we do. It's under "Harper" for two please."

"Of course Mr. Harper, right this way. I'll show you to your table." As the host turns, she looks at Mom. "I'm so sorry for staring. I hope you'll forgive me, but you look absolutely stunning tonight Miss." 

"Oh! Why thank you, that's very kind of you." Mom says, looking both flattered and surprised.

I place my hand on the small of her back as we follow the host and whisper "See?" Which only makes Holly blush. 

The restaurant's very nice I notice, as we follow the hostess through. It's quiet and subdued atmosphere make it feel very romantic; which, given the circumstances couldn't have been more perfect. We order our food and I have a glass of merlot, while Mom orders a vodka martini. While we're enjoying our drinks and waiting for the food, my arm is d****d across the table, stroking Holly's gently with my fingertips. We laugh and chit chat through our meal. We're sitting close to each other and the whole time I feel Holly's foot rubbing up and down my leg and I love the feeling. By the end of dinner, Holly has worked her way through three martinis and is staring at me with a wild, passionate look in her eyes. I feel my cock stirring in my pants just looking into her eyes. 

"You know, there's a club not too far from here. I was thinking that for the next part of our evening, we could go dancing? What would you say to that?"

Mom leans forward and runs her hand down my thigh, digging her nails gently into my knee. "Actually... I've got something a little different in mind. If that's ok with you? I think I need you to get me home Ben." She flashes me the most seductive smile and winks at me. 

"I'm going to go to the bathroom, Hon. Get the check while I'm gone?" She walks away slowly, knowing that I can't help watching her go. I hurriedly flag the waiter and quickly handle the check. As I stand up to wait for Holly, a wicked thought enters my mind. I grab my coat and suddenly, I'm feeling terribly reckless. I follow Holly's path back to the restrooms. I find the door to the Women's bathroom and just as I reach out to open it, a woman in her late 40's comes walking out. I smile at her, what I hope at least resembles an innocent smile, as she passes me. I slip in the door as it swings shut and thankfully, it's empty. I walk over to the only closed stall and casually lean against the frame as I knock. 

"Just a minute. This one's occupied." Holly's voice calls out.

"Well that's kind of what I was hoping for." 

"Oh! Ben!!! What are you doing here?!" Holly whispers fiercely. "What if you're caught?!" 

"I guess you'll just have to hide me and try to be REALLY quiet." I reply unconcernedly; not even bothering to whisper.

"You can't be serious! We're in a restaurant for godsake!!" In spite of her protests, I can hear the tinge of excitement in her hushed voice now and I can't help but smile. 

I hear the latch release and the door cracks open. "Hurry up, get in here!" She orders.

As soon as I'm in, I pull her into my arms and grin at her. 

"Well, what are you going to do to me now?" She challenges playfully.

"Turn around." 

"Ooh, god! I can't believe we're doing this." she sighs, though she doesn't quite manage to sound like she means it.

She complies, putting her hands against the wall. I press into her and gently cup her breasts, running my hands down her body until I reach the hem of her skirt. I pull it up over her ass and slide her tiny black thong to her ankles. 

I run my hand over her pubic hair and down to her pussy, as I breathe into her ear. "I just couldn't resist making you cum here in the restaurant. Getting you off when we could be caught at ANY moment. I knew you'd love this too."

I start to rub her, teasing her clit and running my middle finger up and down her moist slit. 

"Oooh, fuck. We so shouldn't be doing this." 

"Then tell me to stop." I quietly tease.

"Nnn... ohhh, that feels so good. Keep going!"

I move my hand behind her and slip two of my fingers inside her; causing her to gasp in surprise. I start working my fingers in and out of her, gradually building up speed. 

"Ahhh! Ahhh! Ahhh! Yessss, don't stop......" She's moaning and furiously rubbing her clit with her left hand; while trying to keep herself from getting too loud at the same time. 

"I knew you'd love this." I growl into her ear, knowing what that does for her. "You love getting fingered in a bathroom stall don't you?" I fuck her even faster as I talk dirty to Mom. "Tell me how much you love it!" 

"Yes! Yes! Oh God I love it!! Aahhhhhh!!!!!! ohhh..... ohhh..." Mom gasps loudly as her climax peaks, before it gives way to her her quiet moans as it passes over her. 

I lean forward and kiss her cheek as I reach for some toilet paper to clean her up. I return her thong to it's place and pull her dress back down, making sure it's not askew. 

"Wow, that was hot." Holly sighs as she gently kisses me; "Thank you, Ben."

After cleaning up at the sinks, we make our way to the front of the restaurant; only attracting the stares of those tables closest to the back. I casually take my coat and d**** it around Mom's shoulders and she pulls it tighter around her as we exit. 

"I can't believe we just did that!" she whispers, still riding that special adrenaline high that only comes from the thrill of possibly being caught. "I've never had sex in a public place before... I can't believe the rush I felt, Ben! I... I feel so dirty!!" She's giggling now, making me unable to help grinning with her.

"I don't know... I was kind of hoping to be caught." I sigh, feigning disappointment and causing her to giggle with embarrassment.

Before we know it, we're back in the car and on our way to the cabin. 

"You were in a big hurry to get out of there, what's the rush Mom?" I smile as I glance over to her. "I thought you were all excited about our big night out together?"

"Oh, Baby. I was... I mean I AM!" she says quickly. "I'm sorry, it means the world that you wanted to whisk me off for a night out! It's just that... Well, in the restaurant; you just looked so handsome." She runs her hand lightly across my unshaven face. "I HAD to have you." She whispers to me as she leans across and begins to teasingly stroke my dick through my jeans. Looking over at her, I watch her slide her other hand up her dress. I smile at her as I accelerate the car.


Not long after, we pull back into our driveway. Shutting off the car, I get out and once again move to assist Mom. This time however, as she gets out of the car she presses her firm, warm body up against me and runs her hands over my chest. I kiss her forehead and walk her into the cabin. 

Following Holly through the front door, my eyes never leave her ass. I'm hypnotized by that irresistible slink in her walk and the way that her hips sway. It just makes me want to bury my face in those sweet ass cheeks. I tear my gaze away for a moment as I shut the door and lock it behind me; pausing to hit the lights. When I turn around again, she's standing right there. Mom slides closer, pressing up against me and pinning me to the door. I'm already hard from her rubbing me and watching her touch herself back in the car. My arms move to embrace her as I caress her ass with my hands.

Mom moves to her tip-toes; sliding up my body and pulling me into a tender kiss. Breaking the kiss, I feel her warm lips move to my ear. "I've got my own surprise for you tonight Ben." Her voice is breathy and full of desire as she whispers to me. "I need you so badly... I couldn't take it anymore. I had to get you back here..." She pauses to nibble my earlobe. "I've got a night planned that you're NEVER going to forget Baby."

Just listening to her whisper to me has my cock aching, as it strains against my jeans. It takes ever last ounce of my will to keep from taking her here and now. Instead, I give her a wicked smile. "You're a verrry naughty girl, Holly. But...." I pause just to draw it out. "How badly do you really want me? Show me how much Mommy needs it." 

Holding my gaze the entire time, my Mom takes my hand from her ass cheek and slowly slides it up the inside of her thigh. 

A quiet "Oh my god" escapes my lips. Her pussy was on FIRE! Dripping with desire, it's soaking her thong and my hand as she holds it there. I gently caress her crotch as I withdraw my hand. Bringing it up to my face and licking her sweet nectar off my fingers. 

"You see Ben? I'm soaked Baby. I.... I need you inside me. Mommy needs you to give it to me hard. Show Mommy that you really can take care of me. Show me what my man can do!"

That's all I needed to hear. I step away from the door as though to embrace her again. Instead, catching her off guard by sweeping her up into my arms. 

"Whoooo!!" she squeals in surprise. "God, you're so strong Ben. When did that happen?" she wraps her arms around my neck as I lean down and slip my tongue into her mouth. After a few moments like that, we break the kiss and I carry her back to our bedroom.

I place her back on her feet at the foot of the enormous bed. Holly takes a step back, staring up at me with an innocent smile now. 

"So what's this big surprise Mom? What do you want to do tonight?"

"Ah ah, Sweetie. There's plenty of time for that. Don't you worry, Mommy isn't going to forget about that. I don't want you to be distracted all night. Besides, you'll have your hands full until then." She winks and giggles. "Now then......" And reaching up behind her, she unzips her dress. Holding her arms out to the side, it flutters to the floor; leaving Holly standing there in only her push-up bra and her tiny black thong. She steps out of it and moves closer. Placing her hand on my chest, she pushes me down onto the bed. 

"Now, just lie back honey and Mommy will take care of you. I know how to take care of my Man." As I scoot up the bed and lie down she climbs on top of me, straddling my hips. I can feel my fully erect cock just begging to be unleashed and having her sitting on it with her soaked thong is torture. I can feel her damp crotch beginning to soak through my boxers as well. "Go ahead Baby, tell Mommy what you need." She's already unbuttoned my shirt and I adjust myself to allow her to remove it. 

"I'm just so fucking hard Mom! I need you to stroke my dick. I want to feel your teeth on my balls again. Make me cum! Please!!" 

She slides my jeans and boxers together, down to my ankles. My massive boner springs to attention, as she whispers. "Ooh, that's a good boy. Doing just what his Mommy tells him too. I think we can do something about this big, hard cock Baby." 

Moving down the bed, I feel her hand encircle my manhood. She begins to work up and down the length of it slowly and I feel her teeth tugging at my sensitive ballsack. "Oh god! That feels so good!" I groan and I start to hump upwards into her hand. She's working her tongue all over my balls, alternating with tugging at my sack with her teeth. I'm in ecstasy and the more I moan, the more Holly speeds up. Just as I start to feel my balls tighten, she releases me. Climbing back up my body, she pauses at my chest to gently bite my nipples before making her way up to my lips. Her kiss is passionate but delicate and soft at the same time. I'm already breathing hard after the way she got me going back in the living room and from what she just did to me.

"Wha.... Why'd you stop?"

Holly only giggles and chews on my lip. "Hh, it's going to be a LONG night sweetie. We can't risk you going and ending it too soon, can we? Especially before you get to know what my surprise is!" 

"Oh, fuck! You are such a tease!" I can't help but laugh with her. 

"I am a tease and I've been a verrrry bad girl, Ben. What are you going to do with me?" 

I grin back at her and in one quick movement I've rolled her over, pinning her beneath me, as I hold her arms up by her head. "You know what I'm going to do to you? I'm gonna make you fucking scream, Holly." I growl into her ear. "I'm gonna make you scream and beg me to make you cum, Baby!"

"OOOH! YES! I've been SUCH a bad girl Ben! Make me pay for it!" she squeals delightedly. 

With that, I kiss her hard on the mouth, much harder than I ever have before. I know my Mom now and know that she trusts me. I know what she likes and what she wants. She doesn't want me to be gentle this time. I force my tongue into her mouth, frantically exploring her and winding around hers'. I shift my weight and work my right hand under her back we kiss. I unhook the clasp to her bra and I pull it off. I tear my lips away and slide down to the gorgeous pair of waiting breasts. 

Massaging them gently with my hands, I start by kissing them. Eventually lightly teasing each of her large and puffy, pale pink areolas with the tip of my tongue alternately. I roll the other's nipple between my thumb and forefinger, making them hard and stand up like large diamonds.

"Oh, YESSS! Suck on my titties Ben! Ooh, I love the way your tongue feels on me!!!" Mom's already squirming around beneath me, completely enjoying this; which makes me smile because I'm just getting started on her. 

I take my time, continuing to alternate between her each of her soft breasts. I bury my face in between them, running my tongue up the center of her cleavage as I squeeze them together. I absolutely love the way that her breasts always seem to be the perfect size, regardless of what I'm doing to them. I've never understood men who criticize small boobs; as I personally can't get enough of them. 

After a while of listening to Holly moan and squirm as I play with her tits; I run my tongue down the sensual curve of her tummy, again stopping to swirl my tongue in her belly button. As usual, this elicits a gentle groan from my girl and I flick her belly button ring back and forth with my tongue for a few seconds before tugging it with my teeth.

"Uhhn, Uhhn, Oh god.... yeahhh...!" she mutters as I tug.

I continue to run my tongue down her body until I run into the waist band of her thong. I hook my thumbs into it and drag it... agonizingly slow... down. Feeling the way that it peels out of the cleft of her supple ass cheeks. It's completely soaked and the smell is utterly intoxicating. 

"Holy Shit. You're so fucking wet down here Mom!" So wet in fact, that it's actually gone through the delicate fabric of her thong and begun to pool around her burning crotch. I inhale deeply, drinking in her aroma before I dive in. 

I run my tongue up and down the length of her sopping crease, before returning to the top to swirl my tongue around the protective hood that hides her magic nub. After a moment or to of convincing, it reveals itself and I begin strumming it with the very tip of my velvety muscle. 

"Ohhhh.... Shit. Right there, Ben! That's the spot. lick your Mommy. Uhhhnnn...." Holly moans continuously from higher up on the bed. By this point, my penis is beyond hard. It's straining so hard that it almost hurts. After giving her clit some attention, I decide to lick all around her mound. Running my tongue along it's very edges, then down the inside of her thighs and back up again; making her moan even louder. 

After working my way back to her pussy, I reposition my body more comfortably between her legs. Pulling her hips up in my hands, I slide as much of my tongue as I can inside her hole. 

"AAHHH!!!!" Holly's hips buck into my face, smearing me some of her wetness across it. I continue to brace her hips as I slide my tongue in and out of her; occasionally curling it back on itself every third or fourth thrust. As I tongue-fuck my Mom, I begin to strum her engorged clit with my thumb; causing her to buck and grind herself even more violently against my face. Setting her hips down again, I replace my tongue with a finger and take the opportunity to move back up to kiss her. 

"Oh! Oh! Oh, yes!" She moans as I start to kiss her slowly, before slipping my tongue inside. After a few moments I slip a second finger inside her still soaking hole and start fucking her even faster with my fingers, still toying her clit with my thumb. 

"OH, FUUUUCK! Jesus Ben, that feels so fucking good!!!!" She's getting louder, closer to cumming. I can tell by the gradually increasing grip of her pussy on my fingers. She's so horny that her juices are now flowing steadily out of her slit. I slip a third finger inside her and wait for it.... 

"YESSS!!!! Fuck! Oh GOD! I'm almossssst......" And I quickly pull out of her burning pussy. 

"What the FUCK?! NO!!! Baby, please! I was so closssse, oh GOD, i.... I can't take it! I need to cum. You HAVE to make cum!" 

Still on top of her, I give her a wicked grin as I growl. "I told you I was going to make you beg for it. That's what happens to bad girls. Now tell me, what does Mommy want her Son to do to her?!" 

"Oh, fuuuuuck, Ben! Oh, god.... I.... I... I want you to take my asshole! Mommy wants to feel your big cock in my tight little virgin ass!" Holly's moaning and desperately pleading now; dragging her nails down my back so hard that I'm sure she's drawing blood. 

"But please; oh, Baby please be gentle! I... I've never had anyone in my ass before." she's nervous, but at the same time desperate for release. "In the nightstand, there's some lube! Hurry Ben!"

Leaning over her, I reach out and open a drawer; finding a KY bottle exactly where she said. I set it on the bed and move to her side. I grab Holly's hips and I flip her over, positioning her slightly on her knees, so that her ass is in the air. I slip a pillow under her pelvis and move behind her. Without any warning, I run my tongue down the crack of her ass from the top to her tiny puckered hole. I circle my tongue around her muscle, and she's crying out again.

"OOOOH! Please, don't tease me anymore baby! I need you so fucking baaaaad!!!" 

"Sorry, just trying to loosen you up." I whisper back.

I spread her ass cheeks with my hands as I push the tip of my tongue against her asshole. Straining to push it past her reluctant muscle, while she moans at these new sensations. After several attempts I work the tip inside her, causing her to grunt loudly and push back on me.

I keep pushing it further inside, making slow progress against her unbelievably tight asshole. "I thought her throat was tight. Shit, that was NOTHING compared to this." I'm thinking to myself. I feel her shuddering in my hands as finally, I feel my teeth meet her flesh and I begin to curl my tongue back on itself and slide it in and out. And that's all it takes.......

"AAAAAAAAAHHHHHHHH! SHIT! SHIT! SHIIIIIIiT!!!!!" Mom's screaming at the top of her lungs as her pussy erupts like a fucking geyser! Gushing even more than this morning, it just keeps coming. She drenches my face and chest and the bed. Her already extra-tight asshole has clamped down on my tongue and I stay there, letting her continue to drown me in her cum. 

After a few seconds, the gush stops and she collapses forward on the bed; sliding me out of her as she relaxes and goes limp. 
"ohhhh..... ohhhh..... ohhhhh..... Shiii..." she can only lie there and whimper, just quivering all over as she struggles to catch her breath. I fall down next to her, my hand on her back. 

"Are you... " I begin.

"I... I.. can't believe you made... made me cum like that." Holly's voice is barely above a whisper. "I knew you said you... you'd make me beg you for it, but...." She can't stop quivering. We lie there in silence for what feels like forever; my eyes never leaving her back, wondering if I went to far....

"...but holy SHIT!" She breathes after a few minutes. "The way your... your tongue felt inside my asshole!" She shudders just recalling it. "I never imagined how amazing it would feel!" 

I instantly relax, hearing that she's perfectly ok. Although feeling slightly ridiculous for worrying. I reach out and gently run my hand up and down her sweat covered back. She starts to purr a little as she starts to catch her breath. 

At this point, having nothing else to focus on, I am painfully aware that my 7 inch cock is still throbbing and begging for attention. I can't remember the last time I was this aroused or felt this hard. I'm going to need to do something about it, so I start to edge off the bed so I can finish the job myself in the bathroom. As I do, Holly rolls over. She gazes up at me in wonder, looking slightly dazed. 

"Ben, you were incredible tonight. I've never had someone turn me on that much. Oh my god, I couldn't believe it when you just pulled your fingers out of me like that! I thought I was going to explode from the pressure!" She's playfully scowling at me now. "You really do know how to treat a girl, Sweetie."

"It was so fucking hot when you came on me like that Mom! I've never been with a Woman who came all over ME like that, or one who squirted at all. I love being soaked in your juices, you taste so delicious!"

Winking at me as a devilish smile splits her face. "Ooh, well that's good to know, because the night's still young, Love."

"Wait.. What? You mean you want to keep going?! Are... are you sure?" 

"Of course, Ben!" Holly exclaims, sounding surprised that I would even ask. "I just needed to catch my breath after what you did to me; but I haven't even had you inside me yet! You can't toy with a girl and tease her like that then expect her to be satisfied with only cumming ONCE!!" Giggling now, she places her hand on my chest, which is still wet with her cum. "Besides, you haven't even gotten you're surprise yet! Don't you still want to put your big, hard cock in Mommy's little asshole?" She gently flicks my massive boner with her finger, making sway back and forth as she asks this. 

"Oh, God yes!! Please let me put my dick in you Mom! Tell me what you want me to do to you!"

"Ooh, that's my Boy." Cooing gently, she strokes my face with her hand. "I thought you'd want Mommy's little surprise. I need to feel you inside me Ben. Mommy needs to feel her big strong Man's cock stretching her tiny hole! Ohhh, I want you to make love to my ass, Baby!" 

I take Holly gently in my arms as our lips find each other. It's a slow kiss, but passionate and wild with desire at the same time. We roll over and I end up on top of her, my hard-on pinned between us, scorching against my pelvis. As we continue to kiss, we're both frantically running our hands over the other's body, exploring everything. I'm the one to break contact, reaching for the lube as I do. 

"Are you ready? Do you want me to make love to your ass, Holly?"

"Please!! I want to be stretched by you, Baby! I want you to be the one to be the first one in me!!!" I can feel her thrusting and grinding against me as she talks dirty to me. 

"Then roll over, Holly." 

I immediately fall onto the luscious flesh of her behind, kissing and massaging it gently with my hands. This is so much different from the encounter a few minutes prior. There's nothing wild or rough about this, just tender and passionate. My way of expressing my love for my beautiful Mom. I start by tenderly kissing all over the small of her back as I fondle her cheeks. Then I run my tongue all the way down her crack to her clit, pausing to flick it a few times and making her gasp in pleasure. 

I sit up. Grabbing the bottle of lube, I drip some onto her puckered hole and then squirt it onto my right hand. Making sure it's slick I start to rub the lube into her ass crack before slipping the tip of my middle finger up her ass. 

"Unngghh..." Holly grunts at the intrusion and I watch to see if she's changed her mind.

I carefully push my finger further into her tight hole until I'm just past the first knuckle. Holly's grunting continuously while I penetrate her ass, but trying to remain relaxed enough to let me in. I carry on and I watch in awe as my second knuckle slides in; and finally the rest of my finger disappears into my own Mom's ass. 

"Oh jesus, even your finger feels enormous!" She groans in pain, while screwing up her face a little.

I begin to work it gently in and out of her ass, trying to be as careful as I can. All this does is make her moan and grunt. I can tell she's starting to enjoy it. After a couple of minutes I pull my finger out, resulting in a tiny "pop" as I do. Then I push two of my fingers back inside of her.

"Oh fuuuuuuck! Oh, I feel so stretched!" Holly begins to writhe beneath me, unable to contain herself. I work my fingers in and out slowly, before carefully scissoring them apart and rotating them; trying to warm up her ass for my entry. 

"Yessssss! Ohh... shit, that feels good!" 

In the middle of her sentence, I withdraw my hand. Picking up the lube and liberally apply it to my throbbing member, before I squeeze some into her waiting hole. Slicking up my cock, I position myself behind her and line myself up. 

As I press my swollen, purple mushroom to her hole, she shudders violently and I hear her moan into the sheets. "Ohhh.... Shit."

I press in to her, trying to make her asshole yield to me. It takes a few moments, but eventually, my head pops through her tense sphincter. 

"AAHHH!!!!" Holly cries out in pain, gripping the sheets in her hands like vices, as I carefully enter her from behind. 

I continue my push forward at an agonizingly slow pace, so as not to hurt her. The sensation is indescribable. Mom's ass is tighter than I imagined! It feels like someone gripping my cock as hard as they possibly can. I dribble more lube onto my shaft, working it further into her bum. 

"Unngghh.... How much more Ben?! Fuck, you're so huge!" She's gripping the sheets harder than ever and from the sound of it, I know her face is screwed up in pain. 

"I'm only in maybe an inch and a half Mom.... You want me to stop? All you have to do is say the word." I'm grunting too from the effort of entering her. 

"Fuck! No! I want you to fill me up Baby!" She grunts back at me. 

"Just try to relax Baby." I encourage soothingly. "I know it's hard, but you've got to try." I begin to steadily increase the pressure until I'm at 4 inches.... then 5..... Fighting the entire time against the natural clenching against my assault. All of this is causing her to grunt and strain beneath me as her body presses down into the bed. I see that her knuckles are almost as white as the sheets as she tries to accept my entry, fighting through the pain of being stretched like this. 

"Oh fuck Ben." 

"Try to relax Mom, I'm almost in."

I try applying yet another liberal about of lube and attempt to finish my journey. Grunting myself, I slide the last two inches of me up her ass; feeling every single bump and rib inside her. At long last..... I feel my balls bump her dripping pussy. 

"I'm in Mommy. That's all of me." I sigh as I relax from pushing into her.

"AAHHH!! Fuck! You feel so huge Baby!" I can feel as she tries to relax herself so as to ease the pain she's feeling at being stretched this way. I pause, giving her time to adjust to my intrusion. As much as I love this, it HAS to be enjoyable for Mom and that's my primary concern. 

"Oh, shit. Just... just give me a minute Ben. You're just so big."

After a moment or two, I feel the change as her muscles finally cooperate; accepting my presence at last. As soon as this happens, she's begging me!

"Go ahead Ben, take Mommy's asshole! Make me yours' and fuck me!"

Not losing a moment, I pull out until only my head remains inside. I pour another enormous amount of lube onto my cock and I thrust my way back to the hilt. It's turning me on just listening to her groan at every change. I repeat this move several more times before she releases her hold on the sheets with one hand, so that it's free to stroke her clit as I fuck her ass.

Every thrust I make is met with gasps and grunts from under me. My eyes are shut and I focus only on the sounds and sensations. Gripping her hips, I gradually increase my speed and strength, pausing only once more to apply more lube. 

"Uhhhnnn!! Fuck me Baby. Fuck your Mommy! Faster! Faster!"

My strokes are short and furious now. I hear the dull, wet smacking of my balls slapping her dripping pussy as I fuck her ever harder. 

"YES!... YES!... YES!.... YES!" Mom's cries get louder and louder and I can tell that she's close, by the way she's gripping my cock. 

"Fuck! I'm gonna cum! I.... I can't stop it Mommy! I'm..... AAAAAHHHHHHHHHHH!!!!!!" I can't control myself as I bury myself in her to my balls; pumping her full of every last drop of cum in me. 

"Oh SHIIIIIIIT!!!!!!" Holly's screaming as my semen splashes against her tight walls, filling her up until it starts to spill out around my cock. Her orgasm contracts her asshole against me, milking me for all I'm worth. 

"Oh.... Ohhhhh, fuuuuuck!!" Unable to do anything, my arms give out and I collapse against Holly; feeling the slickness of our mingling sweat. We lie there still connected, for what seems like eternity before I finally manage to roll off. I lay next to Mom, panting hard as i try to catch my breath.

We both lay there exhausted, silent except for the panting from both of us as we struggle to slow our breathing. Eventually, Holly moves so she can rest her head on my chest. 

"Mmmm, that was great Babe. I love you so much."

"Really? Are... are you sure you enjoyed it Mom? I didn't hurt you or go too rough on you?"

Chuckling softly, she pats my chest. "Relax, Ben. It was good. I mean.... It did hurt. You were so big in there, but it hurt in a good way. You were so gentle and careful with me, Love. I did enjoy it, thank you."

As I lift my head to kiss her hair, I whisper back to her. "I love you Mom, thank you."

"I'm the one who should be thanking you, Ben." She rolls over to face me, giggling. "After all, you're the one who made my fantasy come true." 

"You mean you've thought about it before this trip?" 

"Of course I have Sweetie. I told you that I've had these feelings for a while now." She's lying on her stomach now, running her fingers around my chest. "It started before you left for college. I... I was really lonely. It had been a while since I'd been with someone... and I just started noticing you. When you'd go for your runs and you'd be shirtless; or... or walking from the bathroom to your room in just... your... towel..." Holly's voice trails off to nothing as she catches my eye. 

Staring up at her, I can see that she's blushing now. Admitting one of her deepest, most personal fantasies out loud; to the object of them no less, has her all flustered. Pushing myself onto my left elbow, I pull her face towards me with my right. My lips find hers and I kiss my blushing Girl tenderly. 

"Hey, it's ok." I tell her softly, holding her face in my hand. "You don't have anything to be ashamed of."

"But Ben... I'd think of you in just your towel and... I'd touch myself Baby. I'd make myself cum, thinking about you. What kind of a Mom does something like that?!" Her voice is starting to rise now.

I quietly lay my finger on her soft lips. "Shhhhh..... It's ok Mom. You don't have to be embarrassed about it. I understand. In fact..." I start to chuckle. "If I'm being perfectly honest with you... I'm a little flattered. I've never been someone's fantasy before. Besides, we've always been incredibly close. Sometimes... I guess it's easy for things to get... confusing."

"Ben?" she gazes back at me nervously.

"Yeah? What's up?"

"Have... have you ever fantasized about me, Ben?"

"Well... I've never jerked off thinking about you, but I've always noticed you. You know, I've always thought you were sexy and beautiful." Now I'm blushing, telling my Mom about noticing her body. "I've always loved it when you wear tank tops, because you never wear a bra. I... I can't help staring when you bend over or when your nipples get hard." I take a deep breath before I continue. "But if last night hadn't happened... I would have jerked off thinking about walking in on you. I wouldn't have been able to help myself."

"You're so sweet Love. I can't believe it, I'm nearly twice your age, but the way you talk to me makes me feel like I'm 22 again." She beams at me. "I just can't get over how beautiful you've always made me feel, even when you were little. You've always treated me like I was the most important Woman alive." 

"Well." I sigh as I lay back down. "To me Mom, you always have been. Growing up, I always seemed to know how hard you worked all the time. I've always felt like it was my job to help take care of you, so that you didn't always have to be responsible for taking care of you on top of everything else you did." 

"God I love you, Ben." She sighs as she leans in to kiss me before laying back on my chest and closing her eyes. 

"I love you too Mom. Hey, can I ask you something?" 

"Hmm... Of course you can, Love."

"Tell me your biggest fantasy, Mom." 

I start absentmindedly stroking her hair with my right hand. 

She laughs softly, not opening her eyes. "You've already managed to fulfill both my mine in the last 24 hours, Ben. The first one was having you and the other was trying anal. I always wondered what it would be like to have somebody in my ass, but I never found anyone I trusted enough. Until I met you that is." She finishes by letting out a huge yawn. 

"Tell me yours Ben." she murmurs.

"Oh, I don't know. I guess I've always wanted to find out what it would be like to be blindfolded and tied to a bed by my arms and legs. You know, being completely under the control of the woman I'm with. That she can do whatever she wants to me."

"Ooh, that sounds hot, Ben. You've never tried that with Melissa?"

"What? Oh, no. I've never told her about my fantasies. I don't know, I guess I don't feel like we have that kind of connection, you know? The kind that makes you want to tell the other person all of your secrets like that?"

"Mmmm.... yeah...." 

The next think I hear is a gentle snore and I realize that Holly's fallen asleep. I laugh to myself and reach up to flick off the lamp sitting next to me. Settling back down; I nestle my face in her hair, taking in her scent as I fall asleep.