Making Mom

"Goodnight, Ben," she spat. "Is this what you really wanted? Time for you and your filthy mind to leave."

"Look, mom," I replied, standing next to her bed, my robe revealing the existence of a hardened cock. "I only want one thing for you and that is for you to cum. My guess is that you haven't been fucked or even touched for ages. And I'm pretty sure you are wet. Maybe you should quit acting like you aren't enjoying this."

She didn't answer. She just sat there.

"I just want to help you cum, that's all," I said, making no effort to conceal my erection. "Cause I know you won't do it yourself. Am I right?"

"Ben.... Please. Just go to bed and we will forget all about this. Okay?" her eyes pleaded. I saw her eyes quickly shift to my groin, then back to my face. "And don't use that language with me. I'm your mother, remember?"

"You need to cum. You know you do," I said caressing her cheek. I bent down, gave her a soft kiss on her cheek, then on her lips, and fondled her breast through the towel. "Look. I will only work your tits if that is what you want. You can do the rest." I paused. "You need to cum," I whispered, reaching under the towel, again caressing her tit in my hand.

She sat in a daze, just breathing heavily. "But we can't do this. Ben, I'm your mother," she faltered.

"I'm just here to help you, "I answered. "No one will ever know."

I took the towel from her hands and dropped it to the floor, fully exposing her body. Predictably, she raised one arm to cover her breasts, the other shot downward to conceal her genitals. I lowered my head, kissed her again on her lips, then on her neck. My mouth traveled to her chest, gently kissed her right nipple, then took as much of her generous tit in my mouth as I could, and started sucking.

She gasped. "Please. No. We can't," was her weak response.

I took her wrists in my hands, raised her arms to shoulder height and pushed her down on the bed, my eyes drawn to her crotch. Lush, dark pussy hair concealed her treasures and my desire. But she hadn't clamped her legs shut and I could see the beginnings of her wet inner lips, tinged with pink, showing through the hair. I took her right hand in mine, and placed in on her pussy. Out of embarrassment, she tried to pull her hand away. But I held it between her legs and started working her fingers in circles on her pussy.

"Do you want to do this part or would you rather that I work your pussy," I asked.

"Oh, God," she wailed. "Can't we just stop?" Her hand had ceased movement. She was now again shielding as much of her pussy as possible from my gaze.

"Look, mom. You need to cum. You want to cum. Do you want me to do this or will you," I asked as I placed my hand on her pussy, amazed at the wiry thickness of her hair. As my hand touched her pussy lips, she jumped as though from an electric shock, and pushed my hand away.

I want back to nursing on her tits. She just laid there doing nothing, but let me continue. After a minute, I stopped sucking. Taking her hand again, I put it back on her pussy. "Either I do it, or you do it. You decide. But it is going to happen...."

My mouth again found her tit. I sucked, then paused. Just as I reached for her pussy again, I could feel her slowly beginning to frig herself.

"But we can't fuck," she said (I thought hopefully), as her breathing quickened. "Tell me you won't fuck me."

My heart skipped a beat. She was using the language!

"We don't fuck until you want to," was my reply. But as I said this I shucked my robe and lowered my pajamas to free my hardened cock which I pressed against her leg.

"I just want you to feel it." I took her hand and wrapped it around my cock. Holding her hand in mine, I jacked my cock slowly several times before placing her hand back on her pussy. This time, she didn't need to be told to begin.

Her hand now willingly became alive as she ministered to the needs of her pussy. I had a clear view of her pussy lips emerging from the patch of thick, dark hair—just as beautiful as I had always imagined it. I could see her fingers work her pussy lips and clit in a circular motion, then go lower and slip into her pussy. A stoke or two, and then her fingers were back—to the outer lips and clit, all the while, her eyes closed. I reached for my cock, squeezed some of my pre-cum onto my finger and raised it to her mouth.

"Open," I directed as I touched my finger to her lips. Her eyes flashed open as I wiped my finger on her tongue. Her face showed shock as she recognized what she was tasting. I replaced my finger with my mouth and started tongue-fucking her, all the while massaging her tits, first one, then the other.

"Make your pussy cum," I whispered. "Make it cum."

I knew she was getting close. Now was the moment. This was my chance. I quickly rolled on top of her and rubbed my cock against her sopping pussy lips. She bucked and practically screamed for me to get off. Instead, I thrust forward, burying my cock in her cunt in one movement. She may have given birth to three children, but she still was wonderfully tight, certainly more so than my wife. She pushed against my chest with her hands.

"Jesus. We can't do this! You can't fuck me! You have to get out of me!" her voice panic-stricken.

I gently fucked into her. "Don't you want to get fucked as you cum?" I simply asked. "Isn't that what your pussy needs?"

I gave her several more strokes and tongue-fucked her mouth again. This time, her tongue met mine.

"Make your pussy cum," my voice now just a whisper. "Feel that cock in your cunt. Fuck! I swear no one will ever know!"

As I continued gently fucking into her, I thought I could feel her ever so gently fucking back.

"You can't cum in me," she begged. "We can't do that. You said you wouldn't."

"Only if and when you want me to," was all I said. But I could sense her arousal was beginning to wane. "Here, let's do this then."

I slipped my cock out of her pussy, turned her over and pulled her to her knees. I moved into position, but rather than entering her, I just let my cock rub against her wet pussy lips, and reached for her hand to place it back on her pussy where she paused, but then went back to working her clit. I fondled her pendulous tits, now much larger with gravity pulling them to their fullest.

God! What indescribable nipples, what marvelously soft tits.

I planted kisses on her shoulders, then her back, then on her hips and ass. But as I moved my mouth toward her thighs, she flinched forward.

"No. You can't do that to me." Her words stopped me cold. Every part of me wanted to taste her pussy but I knew I could ruin everything if I went too far too fast. My cock had felt her cunt and wanted more. Eating her pussy could wait for another time.

"Okay, okay," I reassured her. "Let's just make your pussy cum your way then! I pushed two fingers into her cunt while I reached underneath her to cup one of her tits in my other hand. Stroking her nipple, I felt her hand return to her pussy. She was getting close.

Within seconds, as my fingers fucked her pussy, I sensed she was about to cum, now gasping and starting to buck. In an instant, I slipped my cock back into her pussy.

"C'mon, Mom. Cum on my cock. Get fucked, cunt!" this as I stroked deep into her pussy.

Then she started to cum.

"Oh Jesus oh God oh God oh FUCK," she croaked as her orgasm washed over her. She was hit by spasm after spasm. I tried to match my strokes to meet each one. She was still working her pussy and trying to squeeze her free tit at the same time.

Suddenly, she whirled around to face me which, of course, left me fucking air. Her fingers dipped into her pussy, apparently feeling for a load of cum. "You didn't cum in me, did you? You can't cum in me!! Oh, God! What did we do? Oh, Jesus!" She was having a full-blown panic attack.

"Does it look like I came?" was all I said. Her glance at my cock—still at full attention—provided her with the answer. "But you came! You really made your pussy cum! You are one hot cunt!" I whooped and pushed her down on the bed. I covered her with my body. My cock slipped back into her now-slick cunny. She had made no attempt to close her legs. But as I started stroking, she tried again to push me off.

"You can't cum in me. Don't!" as she tried to move out from under my cock.

"I need to cum too," was my simple statement. "Let me fuck you. I always wanted your pussy. I always wanted to fuck you."

"Ben, you have to stop! You said you wouldn't do this! We can't fuck, don't you see?" Her panic was returning. I continued my slow strokes in her pussy.

"But you got fucked, didn't you," was my answer. "You got to cum. Please, let me to cum to."

"I'll make you cum," she said. "But not that way. It's not right. Please, Ben, don't cum in me," her voice begged, and then she started to cry.

I stopped fucking, savored the moment, the warmth of her pussy, then reluctantly pulled my cock out. "So what are you going to do?"

"Let me do it this way," she said as she took my cock in her hand and started to jack me off. Her hand slipped easily up and down my cock, a cock lubricated with the juices of her pussy.

"Not quite the same, is it?" was my sarcastic reaction. She just continued to jack me off, no doubt hoping I would cum soon and the ordeal would end. "Can you suck my cock?" I asked.

She stopped stroking. Silence hung in the air. Finally, she just looked at me.

"This is all so wrong. How did I let this happen?" was her monotone reply. Then, coming back to the reality of my cock, she said she couldn't suck me. She just couldn't. I was her son.

"Okay. Then here's what we're going to do. Let's see you work your pussy once more until you cum. I am going to start fucking you when you cum but I promise I won't cum in your pussy. I'll pull out when I cum. Either that, or let me eat your pussy and I'll just jack off. It's your choice, mom."

She just sat there in a trance. I pushed on her shoulders until she was again lying on her back. I took her hands, placed them on her chest, and told her to play with her tits. When I prodded her with my knee, she started cupping her tits and rolling her nipples between her finger and thumb. She closed her eyes and softly moaned. I lowered my face to her pussy, dipped my tongue into her canal, then ran my tongue from the bottom of her slit to her clit.

"Ben, please, you can't eat my pussy."

I paused, then started again to tongue her clit. She clamped her legs together, rolled onto her knees and said we would have to do it like we did before.

Her fingers automatically returned to her pussy. I got into position behind her, reached around and grabbed her tits. She was already getting close to cumming so I mounted her and drove my cock all the way into her cunt.

"Does it feel good? Do you like getting fucked again? Are you going to cum with a cock fucking your cunt?" I punctuated each question with another deep penetration of her hitherto forbidden pussy. Then I really started hunching into her—and she started cumming.

"Oh God. Fuck me. I need to get fucked. I need to cuuuuummmmmmmmm! Oh, Jesus Christ! Oh, fuck" was all she could say as her orgasm hit again and again and again.

I was so close. As her orgasm began to subside, I rolled her onto her back, entered her again, gave two or three more strokes, pulled out, and jacked off over her tummy and pussy hair, the first spurt actually landing on her neck and right tit. I was coming like I had never cum before. Mother just stared at my cock, absentmindedly again massaging her tits and smiling as she enjoyed her own afterglow. Finally, I could cum no more.

I slipped my cock back inside her, took her in my arms, and held her as we rolled onto our sides, my softening cock resting on her pussy hair, my cum now trapped between our bodies. I kissed her deeply. And she returned my kisses until we both fell into an exhausted lovers' sleep.