(continued from part 1)

"Second base?"

"Okay, what do you think 2nd Base is?"

"I'm pretty sure it's when the guy gets to feel the girl's boobs!"

"Ok, reach over and show me how you think you are supposed to do that."

He reaches out and grabs her left breast. He squeezes it, and lets go.

"There, like that?"

"No Honey, not like that. At the age of almost 18, it's about time you learn this. You are supposed to gently caress a woman's breast. Slowly, at first. Put your hand on my boob again. Now slowly start to squeeze it. Move your hand around in circles. Yes, just like that."

He starts caressing her breast, eyes wide and clearly getting turned on.

"Now, notice how my nipples are getting very hard? Good, that means you are doing it right. Unbutton my top and open up my shirt a little bit. See my nipples sticking out through my bra?"

To say her nipples were hard, was an understatement. His mouth was watering at what he suspected was coming next.

"Okay, what you should do now is kiss my boobs just like you kissed my lips. Lean forward and just open your mouth. Put my breast inside of it. Now, slowly start to slide your tongue all over it."

He began to lick it all over, sliding his mouth and tongue around the nipple. The taste and texture of her nipple in his mouth was turning him on like nothing he had ever imagined before.

"Ok, wrap your lips right around the nipple and slowly start to suck on it. Very gently, because its sensitive. That's perfect. Now, do the same thing to my other boob, and use your hand to massage and squeeze this one, while you suck on the other nipple."

He spent the next five minutes working her breasts exactly the way she was guiding him. He was certainly a quick learner.

"Now, lean forward and kiss me like we did before, but keep working my tits while we kiss."

He leans forward, and they begin to kiss again. He is straddling her lap, facing her, with their lips pressed tightly together. The kiss isn't awkward like the 1st one. They fall into a gentle rhythm almost immediately.

Their mouths are open, with tongues swirling around each other. His hands are sliding all over his mother's tits, squeezing & massaging, lifting them up & down, and squishing them together while gently pinching her nipples. They continue to make out for about 10 minutes. When they finally part their lips, they are both out of breath. He looks at her and her eyes are a little glazed over.

"Mom, are you ok?"

"Yes, Honey. Your mother is just feeling a little tipsy and out of breath."

"Was I doing everything right?"

"Oh yes, I'd say so. You are a very fast learner. I think you will definitely not have any problems with 1st or 2nd base."

"Wow! Thanks again Mom. I have a question. Is my dick supposed to hurt when I'm doing 2nd base with a girl? Because its kind of hurting me right now."

"What do you mean hurting? If its hard, that's a very natural reaction."

"Well, it feels hard but it's so hard that it's hurting a little bit."

"It's probably because you are not used to having a full erection. Is this the hardest your penis has ever gotten?"

"Yeah, Mom. I've never felt it like this before. It's hard like a rock! It's almost painful."

"It's probably because your jeans are so tight it's getting constricted. Unbutton your pants and let your dick out, so it isn't squished so tight."

He reaches down and unbuttons his jeans. His cock immediately springs out. Standing at full attention, the head is glistening with pre-cum. She looks down at it and becomes instantly fixated on it.

"Well, I think any girl that sees your penis, is going to like it very much."

"Why, mom? Aren't they all the same?"

"No, they are not all the same. Your's is very hard and just the perfect size. Any woman will really be happy with what you have."

"Well, that's great to know. Especially if I get to 3rd base!"

"I'm almost afraid to ask. What do you teenagers consider 3rd base, these days?"

"Well, Rick told me 3rd base is when a girl gives you head, but I'm not even really sure what it means."

"Oh god, I'm gonna need another drink."

She laughs uncomfortably, as she pours herself another very stiff drink. She was going to draw the line at 2nd base. That was her plan from the very beginning. However, after seeing how hard her sons cock is, she selfishly tells herself it wouldn't be fair to just leave him hanging at this point.

Truth be told, the sight of his erect cock turned her on in a big way. She hadn't been with a man in a very long time. Maybe it was the alcohol talking, but she decided right then and there she wanted to be the one to show her son just how good it feels to have a woman's mouth pleasure him. The fact that she was going to enjoy sucking him off, was just something she would keep to herself.

"Honey, getting head is when a girl puts your penis in her mouth and she sucks on it."

"Oh, you mean a blow job? I know what that is. I just didn't know it was called head. I knew about that."

"Have you ever had a blow job?"

"No.

But Rick says it feels really good and he says that the girl I'm going out with is really good at it."

"Do you want me to show you what getting a blow job feels like?"

"Yeah Mom. It sounds like its something really cool!"

"Ok. Since its your 1st time, when I put your cock in my mouth you are probably going to have your very 1st orgasm. It's going to feel very intense and tingly in your penis, and it will start throbbing on its own too. So just relax and enjoy the experience, ok?"

Secretly, she was so turned out by his cock, she couldn't wait to wrap her lips around his dick. It was the most delicious looking cock she had ever seen. She also knew that the moment she put her hot mouth around his cock, he was going to blow a huge load. It was already throbbing In anticipation.

"Ok, I'm just going to lean over, and wrap my mouth around your dick, ok? Are you ready?"

He nods yes. She puts her head in his lap. She grabs his cock and aims it towards her mouth. She opens wide and slides his cock deep inside her mouth. Slowly, she closes her lips around it.

She slides her mouth up and down on his cock only once, before it starts throbbing. He shoots out a huge load of cum, right into her mouth. She swallows every stream that shoots out of it. She has to swallow at least 3 times. When it finally stops, she slides her mouth off of his cock, leaving it glistening wet and still hard as a rock.

"Wow Mom, that felt so good! I've never felt anything like that before."

"Yes Honey. I made you cum. That's what happens when your penis gets really hard, and a girl gives you a blow job. Cum squirts out of your cock, and it feels really good. It happened so fast because it was your 1st time. Now that you already had an orgasm, if we try it again you will be able to enjoy it a little longer. What a girl wants, is for it to last longer. She wants to know that she is doing things that please you."

"Ok. So, are we going to do that again?"

"Yes. I didn't really get a chance to show you a proper blow job. Let's try it again. Stand up right here in front of me, and let me suck your cock, so you know what a proper blow job is like."

"First, I'm going to slide my tongue all around the head of your penis. See how that feels? Now I'm going to lick up & down the shaft, like this. Ok, now that your cock is really hard again, I'm going to put it all the way inside my mouth and move my head up and down. Ready?"

She puts his cock in her mouth and starts to suck on it. Slowly, at first. She moves her head up & down while stroking it with one hand and licking it all over. She starts bobbing her head up & down faster now, his cock going right to the back of her throat each time. She stops for a moment, and looks up at him.

"Ok. You are doing a lot better this time. See how much fun a girl can have with your cock, before you cum? Now I want you to move your hips back & forth when I suck on it. Make it go in & out of my mouth, ok?"

She puts his cock back in her mouth and puts her hands on his hips. Slowly she guides him towards her, then away. Then back again. It's awkward at 1st but slowly he begins to get the rhythm. After a few minutes he is grinding away, working his cock in & out of his mother's mouth perfectly. She stops again.

"You are doing it perfectly. There is only 1 more thing to learn. This time when you have your dick in my mouth, put your hands on my head and move it back and forth on your cock. Ok? Good. Now fuck my mouth with that beautiful cock!"

She leans forward again and opens her mouth wide. She puts his hands on her head and looks him right in the eye, as he pulls her head down onto his extremely hard cock. He starts moving her head back & forth, faster and faster. She can tell he is going to cum again. Right before his cock starts to throb, she pulls it out of her mouth.

"Ok I think u are going to cum again. This time I'm going to show you what your cum looks like when its shooting out. This is what a girl wants to see. Ok?

She starts stroking his cock faster, while sliding her tongue all around the head at the same time. She is stroking it as fast as she can while working her mouth and tongue all around the head. When she feels it start to throb, she looks him right in the eye.

"Shoot your hot cum right into my mouth!

No sooner does she say it, when he moans loudly and the 1st stream of cum shoots out of his cock. It shoots directly into her waiting mouth, which is open wide. She savours the taste as it slides right down her throat.

She starts stroking it wildly and moaning with pleasure, getting caught up in the moment. The next stream of cum goes all over her tongue and the side of her face. He shoots at least 4 more streams of cum. It goes all over her face, tongue, lips, and her mouth. She starts sucking his cock again and drains every last drop before licking her lips and cleaning off her face and fingers.

He collapses back onto the couch, his head spinning. She takes a big drink from her glass and smiles at him.

"Well, what do you think about 3rd base, Honey?"

(To be continued)