My mom is getting back into shape. She just turned 40 and
has recently taken up Yoga. I get to see that
smoking hot body of hers when she comes home from
class in her tights. We have been spending more time
together lately since my dad has been working on his
big plant project down in Mexico.

One night we were having Chinese food that she had
picked up on her way home from Yoga class. We were
sitting on the couch watching TV. She hadn't changed
clothes yet and I took full advantage. I kept getting up and
going out to the kitchen so I could check her out on
the way back. Her body in those tights was a sight
to behold. There were very nice cleavage and nipple
impressions in the thin cloth that started to get me
aroused.

She told me that I didn't seem myself lately and she
wanted to know if anything was bothering me. I told
her I was fine, but then I thought of an idea to run
with. "Mom, I am having problems with girls," I said.
"What kind of problems?" she asked. "Well, I had a bad
experience with a girl I went out with. We were making
out and I had no intentions of having sex with her but
she asked me to rub her clit and make her cum. I had
no idea where to rub and she just
laughed at me. I am afraid it is going to get around
school that I am gay or something. Now that I am 16, I
should know about this stuff. This is really bad."

I knew she was a bit shocked by what I just told her
but she didn't let on. "Honey, has your dad talked to
you about this kind of thing?" she asked. "No mom. I
am pretty clueless and after this date disaster I
don't know what I am going to do. If Julie (my sister)
was around I could probably get through this with her
help." Knowing my mom, I was hoping she would take the
bait and she did. I knew she would make a stab at
trying to fix my problem, but I never dreamed of what
was about to happen.

"OK," she said, "give me your hand." I looked at her
in amazement. She was on my right so as I raised my
right hand, she intercepted it and pulled it toward
her. She lay back on the couch and placed my hand
right below her waist and began to move it slowly
lower. This caught me off guard and my hand began to
tremble. "Now relax your hand and follow me. You need
to know how this is done."

She moved my hand lower and said, "Feel that? That is
the pubic bone. As you go lower over the edge of the
bone you will come to the top of the vagina and a
nerve under the skin that travels down to my clit. The
nerve will feel to you like a piece of string under
the skin. Playing with the tip of the clit may not
work for all women depending on their sensitivity.
There, do you feel that?"

"No," I said. "Sorry I don't feel it."

"Here, relax your finger and I will move it to the
right spot," she said.

Wow, I felt it but said "No, I'm not sure what you
mean."

"Here you are right on it, oh God, feel that?" she
shuddered. "No," I said. "I will take your word for it."
She placed my hand aside and said "Hold it, you may
not be able to feel it through these clothes" and she
got up facing away from me and began to remove her
tights without batting an eye. Because of what she was
wearing, she basically had to take everything off.
Her body was great. She has very firm 36 C breasts and
 everything is
proportional. My mom turned back around and was
completely naked. Immediately my eyes went to her bush
but as I caught my first glimpse of her tits jiggling
side to side, I started to get hard.

As she sat back down those perky breasts bounced and
she caught me starring. "I am sure you have seen boobs
before," she said. She took my hand back and placed my
index finger back to the same spot on her pubic bone
and slid it down into her bush. "Here feel that?"

"Yes," I stammered.

"OK, now relax. Move your finger side to side over
that with a little pressure. Your father didn't learn
this trick until we were married 15 years. I should
have shown him this day one. OK, you are doing it
right. Keep doing that. Ohhhh yes, that feels very
good. Keep rubbing at this speed and I will guide you
through this."

Wow, this is great! She is giving me step-by-step
instruction on how to make her cum. "OK, that's very
good," she said. "Now relax and let me show you
something." She then gently took my hand and slid my
index finger down into her pussy, that was plenty wet
by now. "There, get it wet and slide it up and down
and then go back up and move it side to side at that
spot. Oooooh, that's very good. OK, you're in charge
now. Keep doing that and move down to get your finger
wet and tease my clit. Listen to my breathing and how
I respond to your touch. See if you can make me cum."

She leaned back into the couch and closed her eyes and
turned her body over to me. I continued to massage her
pussy as she instructed. There is no way mom will let
me fail. She is going to have a screaming orgasm to
give her boy new found confidence. Now with her eyes
closed I could check out that rack of hers. They were
spectacular. I wanted to stop and suck on them so
badly. She was really enjoying this and getting wetter
as things progressed.

She began to make moaning sounds to help guide me and
raised her hands and started to fondle and pinch her
nipples. I loved watching that. My dick was about to
bust out of my jeans. She began to roll her hips to
move her pussy up and down with the movement of my
finger. She then said, "Faster, honey, a little
faster."

Things just got busy after that and she began to moan
louder and really bucked that wet pussy up and down.
She moved faster and faster and I could tell she was
getting close to an orgasm or doing one hell of a
sales job. I wanted desperately for it to be real. A
few strokes later she let out a loud gasp and grabbed
my hand pressing it firmly against her cunt and kept
moving it up and down wildly as she climaxed. This was
the first time I saw my mom cum and it was intense.

As her orgasm slowly began to fade, she slowed the
pace and finally stopped. She immediately moved my
hand to her breast and moved it in circular motion and
released my hand. Hmmm, I am on to my next lesson, I
thought to myself and continued to fondle her and
turned toward her and brought my other hand into the
act.

She just laid there still with her eyes closed content
to let me play with her tits while she made soft
moaning sounds to indicate approval of my efforts. I
softly pinched her nipples as I had seen her do and
she whispered, "Yes, that's nice, a little harder."
Then I decided to try to kneel on the floor in front
of her to improve my position. As I got up, I
maintained contact with her breasts and gently knelt
down in front of her as she spread her legs apart in
approval. I looked down at her dripping wet cunt I was
responsible for and felt a real sense of
accomplishment.

I continued to fondle her breasts and lowered my head
to lick and kiss her stomach. She then raised her
hands and began to run her fingers through my hair.
With slowly increasing pressure she pushed my head
down lower and lower until my tongue slid into the
furry dampness of her warm moist lips. I then began to
work some of my own magic that I had read about and
she responded with deep low moans of pleasure and
continued to guide my head with her hands to fine-tune
my position and regulate the pace.

It wasn't long and the speed increased dramatically.
She forced my tongue against her with increased
pressure as she bucked up and down faster and faster
rising to an intense climax and then held my head and
tongue firmly in place against her clit as her body
froze and waves of contractions briefly immobilized
her.

At this point I wasn't sure what was coming next and
began to feel a bit awkward. Mom had my face jammed
into her sloppy wet snatch. I started to move my
tongue and she jumped and said, "Wait, stop, don't
move." She slowly released pressure and I raised my
head and gently kissed her stomach while I held her
around the waist. She continued to lay still with her
eyes closed.

I guess if she didn't see me with my face covered in
girl cum, it wasn't happening. Then I thought I had
nothing to lose so took my right hand and began to
tease her pussy with by thumb angling for full
penetration. It easily slipped in and I was in heaven.
I could now clearly
imagine what it would feel like to slide my cock into
her and my thoughts began to run wild with lustful
thoughts of taking her right there. As I was probing
her with my thumb and trying to come up with my next
move. Mom quietly said "No, let's trade places."

Oh dear God, I think she wants my cock in her mouth!
 She got up and
turned off some lights and then came back to the couch
and knelt down in front of me.

She quickly loosened my
belt and zipper and the pants were pulled off in one
movement. I decided to lift up and pull off my shorts
myself and I was ready. She knelt back down and ran
her hands along the top of my legs from my knees up to
my waist and gently took hold of my cock.

I almost shot my wad right then from the sensation and
watching those amazing tits hanging down and moving
freely side to side. Pre-cum had been flowing freely
so I was well lubed as she began to slowly stroke my
cock. She licked her lips to prepare for taking me in
her mouth.

She didn't say a thing as she most reverently held and
admired my member. She was intently focused at her
task at hand. She lowered her head and began to tease
the end of my cock with her tongue. She started to
suck the head like a tootsie pop. I wasn't going to be
able to stand much more of this. She then started to
deep throat the shaft in her mouth, taking it all in
and started a rhythm of slow steady strokes. I felt
the sensation of my rising orgasm and wondered what I
should do. Is she going to get mad if I cum in her
mouth? Is she waiting for me to tell her I am about to
pop?

I decided, no, I am just going to squirt a load in her
mouth with no warning. I waited for the next stroke to
bottom out and I released a huge, hot wad of cum into
her mouth. She made a small jerk, for a brief instance
as if startled but then continued the strokes as if
nothing had happened. She started swallowing my load
with only that brief hesitation. Oh my God that was
incredible. She kept on sucking until the orgasm
passed and then neatly sucked me clean, not a drop
spilled.

As she finished, she kissed the tip and began to stand
taking one of my hands and helped me up off the couch.
I felt a little awkward again as my cock was still
sticking straight up. She looked down at it and
smiled, "We shouldn't waste that, let's go upstairs."

Oh, I hope she must wants a proper bed shagging! I
dutifully followed her upstairs and she led me into my
bedroom. She turned down the sheets and grabbed one of
my pillows. She laid face down and pulled the pillow
under her stomach and pushed it down lower.

As I was trying to figure out what she was doing she
said, "I want your cock in me from behind, put your
legs outside of mine." As I got on the bed she began
to rise up and slide both hands under her so she could
play with herself as we did this. Still rock hard, I
inched my way forward and then hesitated, as it wasn't
really obvious with her legs together how smooth this
next move would be. I just made a general aim into the
wet furry stuff and cautiously moved forward hoping
for the best.

As luck would have it, I was right on target and she
was still very wet and it slid right in. I bent over
her and instinctively reached under her to cup her
tits with my hands. This felt amazing to me and I
began to slowly fuck her as I squeezed her thighs
together inside of mine. Just as I got into a rhythm,
she began to play with herself from underneath and
started moving her pussy up and down like she was a
human vibrator. I couldn't keep up so I just stopped
and she said, "Go as deep as you can." So I pushed
forward as deep as she could take and just held on as
she did her thing. She went at it for a while with
increasing intensity and then came very hard.

You could tell this was something she had some
experience doing with or without a cock in her. She
was pretty spent after this so I just stayed put. Her
head was turned to the right and her face was
completely covered and hidden by her hair. I pulled
her hair back out of her face and kissed her on the
cheek. Her face was flushed, wet with perspiration and
her eyes remained closed.

After I kissed her a big grin appeared that didn't
leave her face. I think she needed this more than I
did. I pulled out and lay down beside her with my arm
around her watching her as she recovered. She
continued to rest a while and then opened her eyes and
said, "Well that's not fair, you didn't cum." And she
rolled over on her back and spread her legs apart. As
I rose up I caught site of her snatch and decided my
tongue needed to spend some more quality time between
those legs. As I went for it she reached down to block
my advance and said, "No, come up here."

I knelt down between her thighs and she raised her
knees, extending both hands forward between her legs.
She wiggled her fingers inviting me closer. I moved
forward and her hands began to feel for my approaching
cock. She wanted to guide me in, I thought. I moved
forward and then paused just as the tip of my cock
touched those warm wet lips. She had a firm hold of me
now and she began to tease her pussy by moving my cock
up and down along the edges.

I watched this in total amazement as she moaned and
bucked and teased her pussy well on her way to another
orgasm. And then without warning she moved the head of
my cock inside her and raised her hips to take half of
my shaft. Taking the hint I bent forward and buried my
cock deep inside her and we began to fuck wildly. She
began making loud gasps and moans and then shouted
"I think I can cum again, fuck me, fuck me harder."

With just one more thrust she exploded in an intense
orgasm and screamed, "Fuck me, god damn it, fuck me
harder, I'm cumming!" and began bucking harder against
my thrusts. Hearing my mother say those words took me
to the edge and with one more thrust I shot a hot load
into her and collapsed on top of her. We were both
breathing very hard trying to catch our breath.

I lay still on top of her for several minutes
reflecting on what had just taken place between us,
knowing our lives would be significantly changed by
it. I am lying on top of my own mother with my cock
impaled inside her. I am completely consumed by the
lust and passion that I have for her. We are drenched
in our perspiration, the scent of sex hangs heavy in
the air from our co-mingled bodily fluids.

I feel her firm naked body and floating breasts
beneath me. I then realize that this is it, the
creation of one of the fondest memories that I will
ever have for the rest of my life. It then popped in
my head that she may not be on the pill and the
possibility of getting her pregnant got me very
excited.

With my cock still hard and buried in her, I could
feel her heart beating as her pussy pulsed with each
beat. As she began to recover, I felt her pussy grip
down on my cock firmly using a series of three
conscious muscle contractions followed by "Good job
honey, I don't think any of your dates will laugh at
you now. No one, not even your Father, has ever fucked...