World's Greatest Mom

"Come on. I know Cindy better than that. What did she say? I promise I won't let-on that I know."

Mom was eager to know what her friend had said about her, but I wasn't sure how explicit I should be, or dared to be. She poured another glass of wine from the bottle on the coffee table and took a drink, waiting for me to continue.

"She said that you looked good without a bra," I divulged.

"Except in more colorful language," mom surmised.

I gave her a reluctant nod.

"What else?" she prodded.

"Mom... come on," I said, trying to avoid having to elaborate.

"Okay, never mind," she relented, seeming to want to spare me any embarrassment.

"I just hope that you're not afraid she's a bad influence on me. I mean, how I've been acting lately -- especially around you. I know I'm not usually like this. I just don't want you to think badly of me." Mom looked nervous. Her eyes shifted about.

"No, of course not. I never could," I assured her.

"I hope not. I couldn't stand that." Mom looked worried

"Cindy's visit has been really good for you, Mom," I said, hoping to assuage her fears.

"I'm having a lot of fun," she said.

"I'm glad. It's about time you did, mom," I said. "I've been worried about you. I know you've been through a hard time."

Mom leaned over and kissed my cheek. I put my hand on her waist and returned her kiss. Her cheek was soft and warm. She slid closer and rested her head on my shoulder. Her body felt wonderful under my hand. I slid my hand down a ways to the curve of her hip.

"I love you, Honey," she said.

"I love you too, Mom."

My hand was on my thigh. Mom took it in hers, holding it gently. Her thumb grazed over my knuckles and she toyed with my fingers. Her touch excited me even more. Without me even realizing it at first my eyes drifted towards the front of her dress and her hard nipples.

"Maybe you're the one who Cindy's being a bad influence on," mom said almost a minute later.

"What?" I asked, looking up to her.

"I saw where your eyes were just now," she said, sounding almost indifferent.

I frowned, trying to appear apologetic. "Sorry," I muttered.

"Cindy was teasing me about that... about them... earlier, when you were in the bathroom," she said.

"How?" I asked.

"She said she had noticed they were hard and wondered if you had noticed too."

"Oh... really?" I said, unwilling to admit to it.

"She was being bad." Mom gave me a sly smile and squinted her eyes, looking very sexy.

"She's always bad," I joked.

"I know, but she started touching them, just through my dress. She said she wanted to make them harder so you would see when you came out of the bathroom."

"Wow... I knew she could be bold, but that is more than I expected from her." I said, amazed by what I had been told, but also very horny as I pictured the scene.

"I wasn't much better though," she confessed, looking timid.

"Why?"

There was a long pause before mom replied. She was still holding my fingers in hers, rubbing her thumb over them. When she finally spoke I could barely hear her soft voice. "Because I never tried to stop her," she said, flitting her eyes up to mine.

"Because you liked it?" I asked, my heart racing.

Mom nodded. "Sort of... yes, I did. But that wasn't really the worst part though," Mom stopped stroking my fingers. She seemed upset and nervous.

"What then?" I asked.

"If I tell you something, Colin, do you promise never to tell anyone, especially Cindy. Even if you think I'm sick?"

"Yes, of course. But I'd never think that about you, mom." Now I was growing concerned by her distressed tone.

Mom drew in a deep breath, then continued. "I liked what she was doing; it felt good, but what really excited me was what she was saying to me."

"What?" I asked, not following her train of thought.

"I meant when she said she wanted to make them harder so you would notice and be turned-on. I liked the thought of you looking at them like you look at other girls." Mom was unable to look at me. Her fingers stopped moving over mine and her mouth was tight as she stared at her lap.

"It turned you on?"

Mom nodded. "Yes," she said, in a timid voice.

I had never been told anything so arousing and encouraging by a woman in my life. I smiled and gave her hand a squeeze, then brought it to my mouth. I kissed the back of it, looking up to her eyes. She smiled in relief, realizing my interest.

"What about when I walked in on you changing?" I asked.

"That sort of happened so suddenly that I only thought it over later, when Cindy was touching me and talking dirty. I wondered how much you had seen," she said.

"Your nipple," I grinned.

Mom's eyes widened and she smiled. "Which one?" she asked with a playful smile.

"This one." I reached out and brushed my fingertip over her left nipple through her dress. She looked down and shuddered slightly, biting her lower lip. I pulled my hand away, reluctantly.

"Cindy was right about you," she said.

"How?" I asked.

"Yesterday, when she said you probably thought my breasts were nice," she explained.

I gave her a nod.

"How long have you felt that way?" she asked, seeming quite curious.

"Over a year," I admitted.

"I used to see you look at me sometimes and it sort of made me wonder, but I couldn't imagine you having those sorts of feelings for me," she said.

"You can't imagine any man having those feelings for you," I shot back.

Mom chuckled. "I guess not. I'm glad that Cindy talked me into not wearing a bra tonight," she added.

"Me too," I told her. "I hope it becomes a habit."

"We'll see," she teased.

"I'll have to see if I can convince you. What did Cindy say to talk you into it?"

Mom grew shy and smiled. "She sort of teased me... my nipples."

"Sort of?" I asked.

"Well, the dress was unbuttoned, so she used her mouth a little too." Mom gave me a shy look, guaging my reaction.

The thought of what she had told me made me even more horny. I wished I could do what Cindy had to her, or watch them.

"Lucky Cindy," I said. "How far have you two gone?"

"Oh... not really that far -- not like you probably think. Just touching. Usually she was the one who started it by feeling my boobs," she explained.

"Don't wear a bra tomorrow. I want to see if she tries to feel you," I told her.

"Okay, but you know she will."

"Even in front of me?" I asked.

"Especially in front of you. Tonight, when you were in the washroom, she mentioned how you seemed interested when she grabbed them this morning."

"She's right," I admitted.

Mom grew silent, then yawned. "I really need some sleep. I'm sorry," she said.

"Don't be. I don't want to sleep-in tomorrow, so I should get some too," I told her.

I got up from the couch. When I stood up I realized how obvious my erection was in my dress pants. I held mom's hand and helped her to her feet. She rested her hands on my shoulders and pressed herself to me. When she felt my hard cock push into her stomach she looked down. Her eyes widened and she smiled.

"Mmmm... I haven't felt one of those against me in a long time," she said, still looking down at the bulge in my pants.

"Have you missed it?" I asked.

Mom shrugged. "Sometimes, but I've found substitutes."

"Like the kind that need batteries?" I surmised, grinning.

"Yes..." she said, almost in a whisper as she blushed.

"I hope you have fresh batteries. You might need them," I said.

Mom shook her head. "No. I'm afraid that Cindy will hear it."

"Or want to borrow it," I retorted.

Mom tugged at my hips again, pulling me tighter to her. "She'd be more likely want to borrow yours," she said, looking down between us.

"I don't know. Maybe what you have is better endowed," I said with a frown, feeling insecure.

Mom moved her hips, rubbing herself against my hard cock through my pants. "Mmmm... no... I don't think so, Honey," she moaned.

Mom reluctantly broke our embrace and turned to go upstairs. I followed behind her, careful to not make any noise and wake Cindy. When mom stopped outside her bedroom I backed her against the wall, pressing myself to her. She gave a wary look down towards Cindy's room and shook her head. I pressed a finger to my lips, reminding her to be quiet. She scowled, then smiled, as if indicating just how bad I was behaving.

"I love you," I mouthed.

She smiled and gave me a hug. "I love you too, but we can't -- not here or now," she whispered, then reached down and ran her fingers along my cock through my jeans. It was brief, but felt wonderful. She backed away, then entered her room.

###

The sound of the shower running woke me the next morning. I was still tired, but as I thought about my mother I grew horny instead. I rubbed my cock, recalling how her body felt and looked the night before. I had planned on finishing, but when the shower stopped running I decided to get up. I listened to the sound of doors opening and closing. The final sound seemed to be coming from the direction of mom's bedroom door. I pulled on a pair of grey gym shorts and went to have a shower.

The hot water washing over me felt great and helped to wake me. I had a quick shower, then shaved. The house was quiet when I left the bathroom. As I was about to enter my bedroom I saw mom leave hers. She stopped and gave me a loving smile, then ran her eyes up and down my body.

Mom was wearing a white sun dress with spaghetti straps and a square front and back. It left her shoulders and a some of her thighs bare, but I mostly noticed how tight it was at her chest. I could feel my cock harden as I looked her over. I motioned with my finger for her to come closer. She grinned, giving her head a shake. My cock began to tent my baggy shorts. I reached down and rubbed it through them. Mom smiled, watching me masturbate. I pulled the material of my shorts tight around my cock, giving her a better idea of it's length and thickness. Her mouth widened and she smiled. Once more I tried to coax her down the hall by motioning with my finger. She shook her head, looking sad. She blew me a kiss, then turned towards the stairs.

I dressed quickly. I was very horny and wanted to get downstairs with mom. When I entered the kitchen I was surprised and disappointed to find Cindy there too. I had thought she was still in bed. She was at the kitchen table eating a bagel. She had on a knee-length skirt and a tight blouse. I could tell right away that she wore no bra beneath her blouse. She looked sexy, but I wanted to be alone with mom.

Mom was cooking scrambled eggs and bacon. She turned from the stove and smiled.

"Morning. Have a good sleep?" mom asked.

"Yeah. You?" I replied, trying not to smirk.

"Great," she said. "Want some bacon and eggs?"

"Please."

I grabbed a plate and fork, then joined Cindy at the table, hoping she found the exchange between me and mom believable. I took the Entertainment section of the morning paper and began reading. It was a dreary, overcast day and looked like it was going to rain. I doubted that mom and Cindy would be going anywhere.

Mom joined us once our bacon and eggs were cooked. She sat adjacent to me and I felt her knee pressed to mine under the table as we ate. I knew it wasn't an accident.

"Are you sure you don't want some bacon and eggs, Cindy?" mom asked.

"No, thanks. Just looking at bacon makes my ass fat. I don't know how you do it, Becky. You must have the metabolism of a hummingbird." she said, sounding jealous.

"There's plenty of other stuff to eat though, so help yourself," mom told her. "And you shouldn't be so worried about gaining weight, Cindy. I wore your dress last night and it was a little tight on me, so you have nothing to worry about."

"But it was tight in the chest. That's the only place I wish I was bigger," she lamented.

Mom gave a soft laugh and shook her head.

I was hungry so ate quickly, then put my plate and fork in the sink. I made coffee for mom and Cindy while they talked. As I had expected, it began to rain. I was content staying home so it did not bother me.

Once the coffee had brewed, mom and Cindy went to the coffee maker. I was still scanning the paper and not paying much attention until I heard mom let out a squeal and giggle from beside the coffee maker. I looked over and saw Cindy with a wide grin.

"Cindy grabbed my boob," mom explained, feigning shock.

"Oh," I said, hardly surprised.

"Oh?" mom echoed with an indignant tone, but clearly joking.

"She's always grabbing them, Mom" I laughed. "That's not news."

Cindy laughed. "Can you blame me?"

I kept silent, but mom gave me a sly smile.

"Well, Colin?" Cindy repeated, sounding impatient for my reply.

"She's my mom, so I'm not commenting," I said.

Cindy stepped behind mom. She slipped her arms around mom's waist. She moved her hands up and cupped her breasts through her dress. She squeezed them, teasing mom's nipples with her thumbs until they were thick and hard. Mom let out a soft moan when Cindy pinched them and gave them a tug.

I might have expected mom to have protested if this were to have happened a few days before, but it did not surprise me when she leaned back against Cindy's chest, smiling at me. Her arms went limp at her sides as she relaxed, allowing Cindy to fondle her while I watched. She arched her back slightly, pushing her breasts and stiff nipples out at the front of the dress. She caressed Cindy's thighs, sliding her hands up under her skirt and back down.

"Has he ever seen your tits, Becky?" Cindy asked, bringing her mouth close to her ear.

"No... well, not since he was a baby." Mom laughed, then moaned again as Cindy toyed with her nipples.

"Do you want him to?"

"Yes," mom sighed.

Cindy moved her hands up to mom's shoulders. She slipped the straps of her dress from them and down her arms. The front of mom's dress slid down her chest and gathered around her waist, revealing her breasts. They rose as mom drew in a deep breath. Her dusky nipples were thick and hard from Cindy's teasing.

"She's beautiful, isn't she?" Cindy said to me, sounding horny.

I nodded, moving my eyes over my mother's naked torso. "Very," I said.

Cindy ran her hands slowly up and down mom's arms, then brushed her hair back over her left shoulder. She bent down and kissed mom's neck, nipping at it with her teeth. Mom squirmed and giggled. She reached behind herself and ran her right hand up the inside of Cindy's right thigh and under her skirt. Seconds later Cindy moaned. I could see the movement of mom's arm as she rubbed Cindy's pussy. Cindy moaned again, only louder, and gave mom's nipples a tug.

"Come over and join the fun, Colin," Cindy said, sounding very horny.

I hesitated, until I saw mom smile at me and nod.

My hard cock strained my jeans as I walked towards my mother and Cindy. Mom's eyes moved down towards the bulge it made. She smiled. I ran my eyes down mom's body, then watched her arm move as she continued to rub Cindy's pussy. Cindy was running her hands up and down mom's torso, caressing her breasts and tugging at her nipples occasionally.

"Take her panties off for me," Cindy told me.

When I slid my hands up under mom's dress she never resisted. I glided my fingers up her smooth thighs to her panties. I pulled them over the flare of her hips and down, until the fell to the floor. They were black bikini cut. I picked them up, noticing how damp they were.

Cindy stepped back from mom. Quickly, she unbuttoned her blouse. She pulled it off and dropped it to the floor. Her breasts weren't as large as mom's, but they were nice. Firm, with a nice up-turn. Her nipples were lighter and thick, with smaller areolas than my mother's. Cindy reached under her skirt and pulled her red lace panties off. She dropped them on top of her blouse.

"She's made me so wet. I'm glad to have those off," Cindy sighed.

"Easier access too," I said with a smile.

Cindy nodded. "Becky knows she has access to me whenever she wants."

Mom turned her head around and smiled at her friend. Cindy cupped her chin and kissed her lips. Her tongue flicked out, meeting mom's and she sucked on her bottom lip, tugging at it. I heard mom give a throaty moan as they kissed while Cindy played with her nipples.

"Have you ever felt her tits?" Cindy asked, cupping mom's breasts so her thick nipples pointed towards me.

"No," I said with a shake of my head.

"Not even a quick, sneaky feel when you hugged her?" she prodded.

"Well... maybe a few times," I admitted with a bashful smile.

Mom's eyes widened and met mine. "When?" she asked, surprised by my admission.

"Like when you'd give me a hug... sometimes my fingers slipped down the side of one," I explained.

"That's how my son started," Cindy said. "Then one day I decided to let him have a good feel."

"When was the last time you did that to me?" mom asked.

"A few weeks ago, I guess."

"I couldn't tell," she said.

"Good." I smiled at her and laughed.

"Do you want to let Colin have a good feel of your tits?" Cindy asked mom.

"Yes," she said, nodding.

Mom's eyes met mine and she pushed her chest out towards me, offering me her breasts. I slid my hands up, holding them in my palms and squeezed. Mom moaned and I groped them harder, pinching her nipples.

Cindy had been holding mom's hips while she watched. She slid her right hand up under mom's dress, pulling the hem up with her other hand. I wasn't paying attention until mom flinched and moaned even louder. I watched Cindy's arm moving from under mom's dress while I kneaded her firm breasts and tugged at her nipples.

"You guys are making me so damn horny," mom moaned.

"Good," Cindy said, and giggled. "Maybe we should all go upstairs then." She slid out of her skirt and pushed it aside.

Cindy pulled mom's dress down to her feet. She helped mom step out of it, then lead her towards the stairs. I followed them, running my eyes over my mother's naked body.

When we got to mom's bedroom Cindy laid down on the bed, looking up at us. She parted her thighs and began rubbing her wet pussy. I was much more focused on looking at mom though. She pulled me closer and tugged my t-shirt up over my head.

"I think it's time you got undressed too," my mother said.

I quickly stripped out of my pants and underwear and tossed them aside. Mom watched me getting undressed. Once my cock was freed from my underwear she smiled, running her eyes along it to my heavy balls.

"Mmmm... I did something right when I made you," she said, staring at my hard shaft.

I stepped over to mom and held her by her hips. My cock brushed over her thigh as she pressed her body to mine, running her hand up my spine. I squeezed her ass and pulled her tighter to me. I took her hand and placed it on my cock. She let out a soft moan and gave it a squeeze, then began to slowly stroke it. She rubbed her thumb over the head, smearing my precum around.

Cindy got up from the bed and stood beside mom. She rubbed her pussy while mom stroked me and played with my balls. Her watching us excited me even more.

"Have you ever thought about doing that to him?" Cindy asked.

"Mmmm... yes," mom said.

"And a few other things too, I bet," Cindy added with a wise grin.

Mom did not answer. She was busy stroking my shaft while she rubbed my balls with her other hand.

A minute or so later Cindy took mom by the hand and guided her to the bed. She eased her down and ran her hand down mom's quivering body to her wet pussy. Mom let out a deep moan as her friend played with her clit and wet lips.

Cindy looked up at me. "She's ready for you, Colin. Come over here," Cindy said. She reached out for my hand and pulled me to the bed.

I climbed on the bed, kneeling between mom's feet. Cindy was still running her hand up and down mom's body, teasing her pussy occasionally. It was shiny and wet. When Cindy made mom spread her legs I saw her delicate pink lips part. The swollen head of my cock was pointed towards my mother's dripping wet pussy.