It was 2 days after I had first cum while wearing my step-mom’s (Ruth) panties. I had taken them out of her laundry to masturbate with, and had completely soaked them with my cum. I hoped she would not notice when she did the laundry, but wondered what she would think if she did discover it.

I was lying on my bed, just in my jockeys again looking at Playboy. My cock was in it’s usual hard condition when there was a knock on the door. I quickly hid the magazine pulled on a pair of shorts and sat at my desk, my legs under it. Ruth came in and said “sorry to bother you, but I have a question.” “Sure, anything I can do to help.” Ruth is short, about 5’4”, 45 and very cute. I kept my legs under the desk as my hard cock was not subsiding. “When I did the laundry I noticed that a pair of my panties had a substantial deposit of something on them. Do you have any idea what that might be?” “Uh no no” I stammered my head down. “Are you sure?” “Uh yes, yes I’m very sure” I managed to get out.

“OK, I understand you didn’t take my panties, but I just want you to know I’m not angry or upset. I know at your age you have certain desires, needs and just wanted to be sure you knew I was ok with it.” “I’m not sure what you mean” I mumbled. “That’s fine. I just wanted to make sure you knew something like that was alright…even though it wasn’t you.”

“I’m going to shower and then head out with Jane. I should be back in 3 hours or so.” She left and closed the door. I didn’t know what to do. Obviously she knew what I had done, as there was nobody else in the house who could have used her panties, but she seemed OK with it. They felt so wonderful when I wore them, that I wanted to do it more, and now, I think, it was ok. Only one way to find out!

I could hear the shower going and crept down the hall opening the door into my folks bedroom. I slid along the wall until I could see the shower in the bathroom mirror. I could just make out Ruth through the opaque glass of the door. Her back was turned and I could see her ass in a hazy mist. She turned and although I could not make out her breasts, I could clearly see the dark triangle between her legs. The water shut off and I knew I should leave, but wanted to see her more clearly.

Ruth had been my step-mother for 10 years and we were very close. She was always there for me and was very easy to talk with. And as I had noticed a couple of years ago, very easy to look at. Even though she wasn’t my birth mother, I knew the feelings I had for her weren’t completely right. I had seen her a couple of times half dressed, and in her 2 piece bathing suit, but never naked. I hid next to her bed and crouched down hoping to see her as she came out of the shower, but she had a towel around her, and I scooted out before she could see me. As soon as I got back to my room I realized I hadn’t fully closed their bedroom door, the way I found it. I hoped she wouldn’t notice but also knew there was nothing I could do. Ten minutes later Ruth called up, “I’m leaving, bye.”

This seemed like the perfect time to find out if Ruth meant what she said and I went to her laundry basket and found a pair of black lacy panties. I smelled them and the aroma seemed even stronger and muskier. I went back to my room fingering the soft material. Quickly the well used Playboy came out and my shorts came off. I took off my jockeys and just lay on the bed staring at those unobtainable and unreal women. But my mind was on my step-mom. I thought she was just as unobtainable, but much more real than the women in Playboy. I was gently stroking my cock through the panties and enjoying that wonderful sensation, with my eyes closed thinking of what I had seen in the shower. I must have been doing that for 10 minutes or so, completely oblivious to everything but my fantasies. All of a sudden I looked up and there was Ruth looking at me. I was so startled I yelled.

My cock deflated instantly and I put the Playboy over my groin. “I think we need to talk” Ruth said. “Please get dressed and meet me downstairs.” She walked out closing the door. I couldn’t believe it. She said she would be gone for several hours and here she was not 20 minutes later. At least I wasn’t wearing her panties. Maybe she hadn’t seen what I was doing with them. Dad was away on one of his long business trips, but would kill me when he heard. I stalled for a few minutes and then figured other than suicide there was no getting out of this so went downstairs.

Ruth was sitting on the sofa and I took the chair as far away from her as I could. I kept my head down and never looked at her. “Jeff, first let me say that everything we talk about here will just be between the two of us. Nothing will be repeated to anyone. I’m sure that some of what we say may embarrass you, and likely me also, but we have to be open with each other. I am not mad at you nor am I making any judgments, and I hope you feel the same. All I want is that we both be truthful with each other. And that we ensure that you are comfortable with yourself. Can we talk under those guidelines?” I just nodded.

“Were you masturbating when I saw you?” Keeping my head lowered I shook it no. “Jeff, although I have never seen a man masturbate, I know that’s what you were doing. And it’s perfectly normal and healthy for a man, and also a woman who have needs to find ways to satisfy those needs. Now we agreed to be truthful, please tell me what you were doing.” “Masturbating” I whispered. “Why did you come home so soon?”

“I can barely hear you. Please sit over here.” I moved to the far end of the sofa keeping my head down. “Jane wasn’t feeling well. Did you have your door open because you thought you were alone?” Yes I nodded. “OK, you’ll just have to keep it closed in the future, unless you want me to see you.”

I thought about that; “unless you want me to see you.” What did she mean by that? Should I ask? Not yet I decided.

“After I got out of the shower this morning I noticed the bedroom door was open. I’m pretty sure I closed it before I took the shower as I was naked. I won’t be upset, but I need to hear the truth from you. Did you come in while I was in the shower?” I was silent for 30 seconds, while Ruth just sat there. Finally I whispered “yes.”

“Fine..now telling me the truth wasn’t so hard was it.” “No I guess not” I replied.

“Now I want you to tell me why you came in my bedroom while I was showering.” I kept my head down for probably 15 seconds and finally looked at Ruth. She was sitting at the other end of the sofa, with one cushion separating us. I realized I wasn’t hiding anything from her, that she knew what I had been doing and just telling the truth was best. “I wanted to see you in the shower” I said.

“Well since we’re being honest with each other, Jane wasn’t sick today. I wanted to come back because I thought you came in my room to take another pair of panties and I wanted to see how you used them. I guess you did that after I left. And I’m very glad I did get to see how much you were enjoying them. I know this is strange, unusual, and possibly wrong as I’m your step-mother, but I’ve seen you grow up to be a handsome young man and I wanted to be part of that development. Did you notice any difference in those panties versus the ones you used a few days ago? And I know you said you didn’t use those earlier ones, but for arguments sake, let’s assume you did.”

This was a very weird conversation. I looked at Ruth who had on a sheer blouse which showed her nice firm breasts and form fitting slacks. Did she have thoughts about me as I did her? Part of my thinking was about why an older sexy woman like my mom would think of me, a 16 year old boy, like that. I wondered if she knew I liked to smell her aroma on her panties. Normally I would never say I did, but the way this was going I figured that was what she was talking about. “Yes, I smelled you more clearly in these panties.”

She smiled at me and said “I wondered whether you found the aroma erotic. I hoped you would, as I wore this pair after I discovered you had used the other pair for some fun. Thinking about you using them to masturbate aroused me, and I got wet.” She blushed as she said this, but continued to stare at me.

“Mom, are you sure we should be talking like this?” I called her Mom when we were alone and Ruth when we were with other people. I’m sure a shrink would make something of this, but after so many years it was just natural for me.

“Yes I do! We need to help each other understand our feelings, and learn to live and enjoy them.

When you noticed me at the door to your room, I had been there almost a minute watching you. As I said I had never seen a man masturbate before and I was fascinated by how much you were enjoying yourself. And by how much it aroused me. I realize this is somewhat of a taboo subject, but we both seem to have similar thoughts, desires, and needs.”

“Mom, are you sure this is what you want? Have you thought this through? I know I shouldn’t be saying this because all you’re telling me is what I’ve been dreaming of. “

“Yes I do. I understand that there might be repercussions, but I don’t give a damn. Seeing you with my panties pushed me over the edge regarding caution. However we must be careful to ensure that that nobody ever hears or learns about this. And let me ask you something. While I was watching you, you didn’t seem to be looking at the magazine. Have you memorized the pictures?”

I looked at her and said “No, I didn’t need the pictures. I was fantasizing about you”, as my eyes traveled over her body.

Ruth stood up and began walking upstairs. “Jeff, if you want to continue with this, please follow me. If it’s too much for you, and you don’t want to, I will understand completely.”

I stood up immediately and walked after her. Going up the stairs was a delight, watching her compact ass in her tight slacks. She walked into her room, and I noticed she had undone a couple of buttons on her blouse. It was open to the bottom of her bra, and I could see more clearly the rounded tops of her breasts as they showed over the top of her bra. “Thank you for coming with me. I think this will prove to be very exciting for both of us. But make sure you want to do this, and stop if it ever becomes too much for you. I know this goes against everything you’ve ever been taught, but that doesn’t mean it’s wrong for us. Would you mind taking off your shirt?”

I took my t-shirt off and stood there holding it. Obviously Ruth had seen me numerous times shirtless, but this time felt very different. While I stood there Ruth slowly unbuttoned her blouse. She turned around and asked me to slide it off and put it over a chair. Taking it off my fingers touched her skin. She sighed and slowly turned towards me. She was beautiful her skin taut and soft at the same time. Her breasts cupped in a lacy black bra which accented her white skin.

“Tell me the truth, Jeff. Do you think I’m pretty?“ I could only nod yes. Again she turned around and asked for help. “Please unhook my bra.” My fingers fumbled with it for some seconds, but it may have been on purpose as I was touching her warm soft skin as I opened it. She again turned towards me, the bra straps still on her shoulders, her breasts in the cups. She pointed her arms to me and said, “Take it off.” I took the straps from her shoulders and slowly slid them down her arms. I couldn’t take my eyes from her breasts as they emerged from the cups. The black color had kept me from seeing just how hard her nipples were, but now I could see them in their glory. She was naked from the waist up, joining me in that regard.

My cock was pushing hard against my shorts, drawing Ruth’s eyes there. “Jeff, wouldn’t you be more comfortable without your shorts holding you so tightly?” I took my shorts off and stood there in just my jockeys, the tip of my cock protruding out the top. “And do you really need those undies on?” I immediately took them off and stood there, naked, my cock pointed up.

Ruth stared into my eyes and unbuttoned her slacks. She slowly unzipped them. She stood there her eyes roaming down my body and back to my eyes. I looked at her firm breasts and stomach, down to where her open zipper gave me a peak at her black panties, and back to her face. When my eyes reached hers, she slowly bent over and began to remove her slacks. “Jeff, would you help me get them off over my feet?” I went to her, and got to my knees. I took the bottom of one leg and slid it over her foot. Then the same with the other leg. My face was only inches from her groin and I could smell her intense musky aroma. She stepped back and I rose and we both looked at each other.

I never would have guessed just how sexy and hot my step-mother was until this moment. I knew she was pretty and had quite the crush on her, but seeing her in just a pair of black bikini panties was more than I would have imagined. Ruth pointed me to a chair and said “sit down.” She sat in an adjacent chair facing me. “Would you like to show your mom your technique?”

“Technique?”

“Yes, as I told you earlier I have never seen a man masturbate. I’d like to watch you.” Her eyes were on mine while she spoke to me, but as soon as she finished they moved to my rigid cock.

“Sure”, “but I may, you know, uh, uh….make a mess” I answered, blushing.

“Then we’ll just have to find something to catch the cum, won’t we? Jeff you can say anything, use any kind of words, and it won’t bother me. Please say what you think and want.” While talking to me, her hand was moving over the front of her panties. Her legs were open wide enough to allow her to stroke herself, and my eyes were staring at what she was doing. “Since you’ve done it before, and I imagine enjoyed it, why not use my panties?” She rose and slid them over her hips and down her legs. “Would you help me again and take them off?”

I slid to my knees and crawled to her. She lifted 1 leg and then the other and I took them off. My face was inches from her pussy and I couldn’t help but stare at her. The aroma was even more intense than earlier. I went back to my chair and only then noticed the panties were wet. It was all I could do to keep from rubbing them all over my face. “Please use them for your enjoyment and finish what you had started when I saw you in your room.”

I couldn’t help myself, and raised the panties to my face and inhaled. The aroma and dampness were amazing. I slid them down my chest and to my ready cock. I covered my cock with them and then wrapped my fist around it, and slowly stroked up and down. I watched Ruth as I stroked and her color had deepened and it seemed she was breathing faster. After a minute her hand slid to her breast and tweaked the nipple. I gasped seeing her do that and increased my tempo. “Mom, is this what you wanted?”

“Yes, Jeff, for quite a while now. I had imagined as a normal teenager you would masturbate, and at times had heard you through the door. And even realizing that it likely wasn’t approved in the handbook of parenting” she said smiling, “I had wanted to see your hard...