Mom and I have always been close. We talk about everything, and I rarely hide things from her. I tell her about girl friends, school, future plans, ect. She tells me about her life as well.

Mom is around 5'9. She has brown curly hair, that goes down to her hips. She has nice DD breasts, just how I like them. Her ass is is nice and round, and hips curvy. She is 34, but looks great for her age.

I have admired her before, but I never thought of her in a sexual way, At least until now. We were away, driving to visit family in Florida. After many hours of driving, night finally fell upon us, and we decided to stop at a motel.

After about half an hour, we were in one. We checked in, and they gave us a room. Little did we know that it only had one bed.

At first I complained a bit, but she calmed me down saying "We used to do it when I was younger."

I had to remind her that I was 16 now, not 8. Still, we ended up with the one bedded room.

When we got into the room, I told her that I was going to use the shower.

She said "OK."

After I finished, I came out and went straight to bed. I thought about sleeping in pants, still feeling uncomfortable with sleeping with my mom, but it was too hot for that. So I lay there, desperately trying to fall asleep. Unfortunately I was not able to, and soon mom came, dressed in a pink silk night gown, and lay down next to me.

For a bit we talked, and then she started to read a book while I tried to fall asleep again. I'm not sure how many hours of sleep I got, probably one, but I woke up soon after to find my mom asleep, turned away from me. As I tried to sleep, for some reason I began to have horny fantasies. First about celebrates, then past girl friends, and then strangely my mom.

Just the thought, and her breasts which were now facing me made my 9 inch prick hard, stabbing at her leg!

I immediately began to panic, thinking may be she would wake up and slap me or something. She stirred and almost gave me a heart attack, but that was all. As I continued my mission to fall asleep, I felt mom stirring and her leg go over my body, touching my aching dick again.

This made me really nervous again, but I tried to hold still not to wake up. Once she moved her leg, I turned around, only to realize she was about 2 inches from me, facing me.

Without intention my cock rubbed against her stomach and stuck there, while her breasts stuck into my chest. I was stuck, not wanting to wake her up, I didn't move. However fortunately, she turned around, releasing the tension.

Again I attempted to fall asleep with no avail. When all of a sudden she spoke.

She said "Mike are you ok?"

I started shaking, heart pounding, and said "Yes."

She said "Good, and try to get some sleep."

That didn't help. At all. Now I was more nervous than before, thinking maybe she had caught me. Though I had to ignore it and try to sleep. That didn't work out, so I decided i'll just lay there until morning. Though as I lay there, mom turned around facing me, but still asleep. Then, just as I relaxed, her hand stretched out, and took hold of my dick.

Now knowing she was awake, I asked nervously "Mom what are you doing?"

She replied "You like this don't you? I felt your erection honey."

I was shocked. Scared. I had no idea how I should reply.

Then she asked again "Don't you like me? In a sexual way I mean."

I guess I couldn't lie, so I murmured "Yes."

She replied, trying to calm me saying "Its ok honey. Mommy will take good care of you. She hasn't had a man for about 3 years. Could you help your mommy?"

I just shook my head in reply. Yearning to touch her as well.

Then she said "Its ok, you can touch me too. I wont bite." As if she just read my mind.

Then as if to reassure me, she put her lips to mine, and started to kiss me, while feeling around my body. I gave up, and began to kiss back, passionately even. Slowly my hands began to make their way around her body. First I slowly brought them down to her tits, which were now perk and alert. I began by holding one, rubbing the nipple, seizing it.

She seemed to like it, because she let out a moan.

While I did this, we were still kissing but she was also exploring my body. First touching my nipples, then going down my stomach to my cock. Then around to my ass and back up. I tried to act as mature as possible, slowly reaching her vagina. At first I was nervous, but then I gathered the courage to touch her pussy.

First I snuck my hand under her panties, and then back. The next time, I kept it there, shyly touching her pussy lips. Her pussy was wet, and it turned me on to think that my mom was so turned on by me.

She whispered "Its ok honey, rub your mommies clit."

I replied by slowly rubbing her clit, releasing a wave of moans from her. All the while we were still kissing.

Then I told her, "Mom, I'm about to cum."

She replied by tossing the sheets off, pulling down my boxers, and sucking my dick.

It didn't take long with her licking it, and sucking my balls. Soon I let loose a huge load. Bigger then any I have produced from jacking off. I lay there, shocked at what had just happened, while my mom sat there smiling. She swallowed my entire load!

As if thanking her, I told her "Mum, I just realized how amazingly gorgeous you are."

She replied "Thank you baby. Now do you want to have sex with mommy?"

I replied by climbing onto her, holding her wrists down with my knees. Then I pulled her gown off, and chucked it away, into the bathroom. She smiled at me waiting for my next move.

It took a bit of thinking, but then slowly I moved down her body. At first I sucked on her tits. This let out numerous moans from her, and made me really horny.

Then I moved down to her pussy. I ripped her thong off, and then proceeded to eat out of her pussy. I licked her clit, releasing a loud moan from her.

While I continued to eat out of her, she was screaming "That's right!" Eat out of mommy! Make her cum!! Oh shit, IM CUMMING, IM CUMMING!"

At that moment she shot her womanly liquids all over my face. I came up and kissed her, allowing her to taste them herself. Then she lay back, and spread her legs out, inviting me to fuck her. I had no condom with me, but neither of us cared at the moment. I planted her legs on my shoulders and slowly inserted my dick into her super wet pussy. She let out a soft moan, that immediately began to grow as I went further and further into her.

Once I was fully in her, I said "Mum this feels great, I love you."

She replied "I love you too honey. Now fuck your mommies brains out!"

At her word, I began to slowly withdraw and then drive back in, slowly increasing speed and thrust power until I was driving into her at full force. We were rocking the bed beyond belief, and we were both moaning loudly. While I fucked her, I held onto her breasts, rubbing them, and circling my fingers around her tits.

After a bit she starting thrusting her hips trying to match my thrusts. It was amazing!

Soon we both became stiff, and we were both yelling "UGGGGHHH!!" "IM CUMMING!"

Then we both let out our cum. My sperm flooded her pussy, and some dripped out.

Mom asked me if I wanted to take a break?

I said "Hell no."

After that I put my arms behind her back, and slowly lifted her up. Although 16, I still had the strength to do it.

She giggled, and kissed me while I began thrusting in and out of her. She helped me by holding onto my shoulders and bouncing up and down, making her hips match my thrusts. It wasn't long before we both came again. However this time I couldn't continue. So I set her down and we both went back into bed.

We exchanged "I love you." And then fell asleep.

This wasn't the last time we enjoyed each other's company. In fact she blew me several times on the way to Florida and back.