A Mother with Benefits Ch. 03

June wrapped her curvaceous legs around his waist and crossed her ankles while she waited to become dessert. She shivered when Theodore first painted the cold whipped cream in small circles around her nipple, but was soon rewarded with the warmth of his mouth. He suckled the cream from her right nipple, not leaving a drop, then turned his attention to her other nipple where he repeated the process.

June was so filled with emotion that she took his face in her hands and pulled his mouth to hers. Replacing her nipple with her tongue, she gave him a loving, tender kiss.

Even though they were the only two in the house, when the kiss ended she whispered into his ear, "I love you baby."

Theodore forgot to breath when his mom kissed him and needed to catch his breath before he was able to say, "I love you too mom."

He reached across the table for a fresh strawberry, dipped its tip into the whipped cream and brought it to her lips. Taking the hint, June took a bite. Using the newly exposed inner flesh, he scooped out more cream and traced a path downward, between her breasts to her navel where he placed the fruit. Slowly dragging his tongue across her sensitive flesh, she writhed with pleasure as he followed the sweet path to her belly button. Once there, he recovered the strawberry with his teeth and ate it.

Next Theodore turned his attention to her only remaining covering, her panties.

"Rip them," she challenged.

Theodore heard what she said, but hesitated.

Sitting up partially then resting back on her elbows, June gestured downward with her head and repeated, "Rip them."

Theodore ran his finger down to her flat stomach then slipped it beneath the elastic waist. Sliding it back and forth from hip to hip between the elastic and her warm skin, he eventually stopped above her right thigh. Taking the material into both hands, he obediently ripped them to the opening for her leg. Grasping the ripped edge, he opened them like turning a page in a book, exposing her pussy. He was about to unbuckle his belt when he noticed something new.

There had always been a thin patch of blond hair between her full hips. Now her outer lips were meticulously groomed. There wasn't the slightest blemish or evidence of stubble, just two delightful hills separated by a slit. Theodore recalled pussy being referred to as a peach, but he never thought much about it. He just assumed the term was referring to how juicy they both were. Now he could appreciate the obvious physical resemblance.

7

During that week his dad was away, June instructed Theodore on how to please a woman including the fine points of doing it orally. He had listened intently, but neither one of them had actually initiated it. To be honest, the idea of using his mouth down there had never appealed to him. His friends at high school talked about it all the time, saying how much they enjoyed it and how good they were at it. One of his friends even wanted to be called "clit master." There wasn't any real evidence that he even had a girlfriend, so Theodore wasn't sure how factual his stories were.

Theodore didn't have much to add to the conversation when his buddies talked about eating pussy. To hide his inexperience, he did his best to say nothing at all. If pressed, he would distract everyone with an ability that had impressed his classmates since kindergarten. All he had to do was extend his tongue. Theodore could easily curl it out and up until it was touching the tip of his nose. Everyone would laugh and the erotic discussion would continue on without him.

Theodore told himself that he would have gladly reciprocated for the delightful blowjobs his mother gave him if he had only known she wanted him to. He sighed inwardly realizing that was just an excuse. His mother had done so much for him and he hadn't even attempted to find out if that was what she wanted.

Standing there, Theodore reconsidered his next move. She had obviously taken great care preparing and there could no longer be any doubt as to what she craved. Her pussy looked so fresh and clean. There would never be a better opportunity or a more understanding teacher.

Theodore remembered what his grandfather told him about how he had learned to swim. His father had taken him in a row boat out to the middle of a lake. After tossing him in he said, "Sink or swim."

It was time for Theodore to learn the proper strokes.

When he pulled up a chair so that he could sit down, June pulled her knees together and asked, "What are you doing?"

Women are so confusing, he thought. His mother obviously wanted him to eat her out but was too shy to ask. Her pussy was as smooth and hairless as a baby's behind. That didn't happen by accident.

He almost called her out, but didn't have the heart. Instead he said, "Continuing my education. You look exceptionally appealing tonight."

With her thighs clamped together she resembled a hesitant virgin as she blushed in response.

Yep, women don't make any sense, he thought as he sat down. She never had a problem with him watching his cock slide in and out of her mouth or her pussy and now she was suddenly embarrassed.

Once seated, Theodore wrapped a hand around each of her knees. Gently, he began to pull her legs apart. For a moment she resisted, trying to keep them together. Then he felt her slowly relax and the gap between her thighs grew wider and wider. Finally, her legs were sufficiently parted for their eyes to meet. Looking down from her nervous gaze, he saw that spreading her thighs had opened her up.

With her pink inner lips now peeking out at him, Theodore said, "You have beautiful eyes mom, all of you is beautiful."

He slipped his hands under her legs and raised them up to put them to rest on his shoulders. Moving his hands to the top of her knees, he held them against his shoulders and pulled her butt to the edge of the table by arching his back.

Theodore hadn't planned on doing this and now he struggled to recall what his mother had told him. He remembered she had stressed two things: different ladies liked different things and to take your time. With that in mind, he adjusted his position to make himself comfortable and checked to see if he could still see his mom's face in order to note her reactions.

Making eye contact, he asked. "Are you comfortable?"

Looking numb, June slowly nodded her head.

When he kissed the inside of her knee, she jumped. She had told him that if you kiss too lightly in a sensitive area, you can tickle. He apologized and started over, working his way up the soft skin of her inner thigh, this time being careful to nibble more firmly. As he progressed, the tension in her thighs melted away, making it easier to push them even wider apart as he got nearer and nearer to his goal.

June couldn't believe what was actually happening. It was so nasty, watching her sweet son as he nibbled and licked his way to her smooth, bare mound. When he reached her plump outer lips she twitched.

Theodore raised his head and was about to apologize again when his mom said, "It's not your fault; I'm extra sensitive since I shaved."

Up close, his mother's fresh juices were clearly evident as was a mild musky aroma. A dewdrop of moisture had collected on her pink flesh. Easing forward, he extended the tip of his tongue in order to capture it. Before the taste registered, he was aware of the warm smoothness of her flesh. Next, the sensation of her pungent taste enveloped him. He had no idea what to expect, but was pleased with what he found. Now that he knew how she tasted, he confidently lowered his face between her legs and ran his tongue along the most intimate part of her body.

Trying to remember what to do, he pinched each of her pink petals between his lips and pulled on them tenderly. Getting no negative reaction, he ran his tongue back and forth across the ripples of her soft flesh. He thrust his tongue into her and then curled it to coax her clitoris out of its hood. She seemed to like that so he gently sucked and drove his lips in and out against her clit. Then he remembered to softly bat it back and forth with his tongue.

Theodore found that he didn't have to rely only on her face to know what to do. The rhythm of her breathing and an occasional sigh or moan was also a guide. Theodore kept working on her, wanting more than anything to bring his mother to orgasm. He was grateful when she began whispering one word instructions like "slower" or "harder."

She had previously told him that sometimes a woman will develop a rhythm to her motions if she enjoys what you're doing. He was thrilled when his mom began rocking her pelvis, raking her hot pussy up and down, coating his face.

Slowly, he lifted his juice covered face up and away from her pussy and spread her lips apart with his fingers. Now Theodore was in familiar territory, he knew what to do. He slid one then two fingers into her. As he drove them in and out of her, he could feel the hot wetness of her pussy as it gripped him. He bent his fingers upwards and found the spongy ridged area just inside. He was giving it special attention when he could feel her frantically pulling his face back to her crotch. Apparently she wanted both his tongue and fingers.

He found a rhythm with his tongue on her clit while gently rubbing the ridged area at the same time with his skilled fingers. Before long June lowered herself until her back was once again lying flat on the table. She grabbed his hair and lifted her ass, pulling his head harder against the passageway that brought him into the world. June was writhing on the table; her inner thighs quivering as she humped her pussy up at his mouth and moaned in pleasure. She began making noises that almost formed words, but he couldn't quite make them out.

He withdrew his fingers and grabbed an ass cheek with each hand before pulling her crotch to his face. Theodore extended his tongue within her as far as he could then bend its tip upward to find her G-spot. He gave it the same devotion he had with his fingers until the enthusiastic movements of her pelvis diverted him.

June was furiously rocking her hips and poor Theodore was holding on for dear life as her pussy convulsed around his tongue. Her grateful squeals turned into a shuddering wail as her entire body went rigid. She clamped her thighs around his head and pulled his hair while fluid flooded from her channel, spilling onto his lapping tongue. The vise like grip his mother had on his head was painful, but Theodore was more than compensated by the cries of bliss his probing tongue had produced.

8

After all the clamor, the room seemed strikingly silent. Bit by bit June's thighs released their grip on her son's head until he was able to pull his lips from her glistening slit. With her spent legs draped limply over his shoulders, Theodore sat up straight to get a good look at his mom.

Her eyes were closed and somehow her hair had become disheveled. She was covered by a thin film of sweat and Theodore thought he could see waves of heat drifting upward from her shimmering skin. He watched her breasts move up and down as her breathing became more regular. It was an incredibly sexy sight, more so because she wasn't completely nude. The pearls he had given her were around her neck and the panties he had ripped were still around one of her thighs. Her face had a look of contentment while the rest of her appeared ravished and well used.

June gradually became aware of her surroundings and asked, "Are you OK honey?"

Theodore put a big smile on his glittering face and proudly said, "Never better mom."

He had lowered her bottom to the table; however her cheeks were still resting on his hands. He gave them a playful squeeze and asked, "Did you have a good time?"

June raised her butt, allowing her son to withdraw his hands so she could sit directly on the table.

"You're fishing," she answered.

Theodore knew she would say that even before he asked the question. That's what she always said when she thought he was fishing for a complement. June had no problem being very vocal about her pleasure during sex but was shy and demure about the subject after. Even if she had scratched his back as she rode out her orgasm, the most he could coax her into saying afterwards was some sort of comment about it being "nice."

She brushed her fingers over the side of his face and said, "You didn't have to do that."

He turned his head to the side, kissed the inside of her thigh and teased his mom by asking, "Was it ... "nice?"

June blushed as she lifted her legs from his broad shoulders and brought them to rest on the table. Theodore took her hand and helped her sit up. Leaning down, she cupped his face in her hands and gently kissed him. As she glided her lips and tongue across his, she noticed an unfamiliar taste. The sudden realization that she was savoring her own juices on her son's lips was so wicked that a shiver traveled through her body.

Misunderstanding the cause, Theodore asked, "Are you cold mom?"

She answered, "No, I'm fine honey," and began searching for something to clean his face.

Finding what she was looking for, she picked up a napkin and dipped one of its corners into a glass of water.

As she was scrubbing his face, Theodore suddenly blurted out, "You're my first mom," then happily added, "Again."

Instead of responding, she continued to wipe until the last vestige of her climax was gone. Next, she combed his disheveled hair with her fingers and felt herself blush again when she recalled pulling it in the throes of passion.

Her son resembled a shiny new penny as he looked up at her with his innocent face. She wondered if she had robbed him of his youth and asked, "Do you have any regrets about me being first on so many things?"

Theodore answered, "Hell no mom, I'm the luckiest kid in the world. Let me help you get rid of those panties."

June chuckled as said, "Here I am all concerned about your emotional health and all you care about are my wrecked panties."

"Like I said mom, "I'm the luckiest kid in the world," or I will be once those panties are off."

June couldn't help but laugh. She steadied herself by placing her hands on her son's shoulders and raised her left thigh from the table. Looking down she noted, "There's not much left of them."

He pulled her torn panties down to her knee then pressed the silky material against her shapely calf as he lowered them off her leg. Once they were free, he pushed his chair away with the back of his knees as he stood.

Grinning mischievously, he pressed the lace remnants against his nose and breathed in.

After inhaling deeply he declared, "These belong to me now."

Theodore put them in his pocket and joked, "I should put them on display in my room next to that blue ribbon your parents gave me."

Sitting on the table wearing only her pearls, June reached down between his thighs and cupped his crotch in the palm of her hand.

While squeezing his package through his jeans, she looked into his eyes and asked, "Is there anything I can do to convince you not to?"

Theodore picked her up with ease and sat her feet on the floor. While she was unfastening his belt, he momentarily considered breaking his mom's cardinal rule. Asking for a blow job seemed to be a reasonable request considering the circumstances, but he didn't want to take even the slightest chance of spoiling her mood. Besides, if the way she was humping his thigh was any indication, she would be a fabulous fuck.

He answered by turning her around.

"Oh, you read my mind," June said with a giggle as she bent herself over and rested her forearms on the table.

He massaged her shoulders then slid his hands beneath her to cup her breasts. He could feel her erect nipples pushing against each palm as he lifted her tits and felt their fullness. After leisurely kneading them, he felt her body shudder when he gently pinched her nipples.

Theodore loved looking at his mom's figure from every angle but this one was special. As he gazed down at her voluptuous necked body on the table, it reminded him of the curvature of a violin or cello. If he visualized a "tramp stamp" she resembled one even more with the imaginary tattoo corresponding to the "f" shaped holes found on each side of the musical instrument.

Releasing her breasts, he raised his hands to her armpits. His eyes followed each hand as they unhurriedly traced his mother's hourglass figure on their way to grasp her heart shaped ass. He reveled in the sensation of her smooth flesh as the distance between his hands became less and less as they approached her long waist. Then his hands began to part as they continued on their journey to her full hips.

Looking at her lower back, Theodore spotted the cute dimples of Venus in the smooth skin covering her pelvis. He knew that like the dimples you see when some people smile, their presence required the right genetics. His mom had the genes as well as a thin waist, which made them more noticeable.

I bet no one else's mom has dimples like that, he thought.

He bent over and tenderly kissed the one on the left. June could feel his hot breath as he slowly nibbled his way over to the one on the right. When June felt her son slipping his hand around her, she instinctively separated her thighs allowing him access to her smooth slit. Theodore was kissing the dimple on the right and fingering her when he suddenly realized that he was giving his mom a modified "reach-around."

He inwardly laughed when he recalled what Gunnery Sergeant Hartman said in the movie "Full Metal Jacket:" "I bet you're the kind of guy that would fuck a person in the ass and not even have the goddamn common courtesy to give him a reach-around. I'll be watching you."

No one needed to watch Theodore, he was an Eagle Scout. The "Scout Law" states that a scout is courteous. It was in his nature to show his mom the courtesy of a reach-around.

9

When Theodore could feel June's juices covering his hand, he decided it was time to give her something larger than his finger. He stood up straight and ran his hands caressingly over each butt cheek before giving them a squeeze.

June looked over her shoulder and arched her back, hiking her ass up into the air. Her vaginal lips were now on display, puffed wide with the lingering effects of their literal tongue lashing. When she lewdly smiled at him and gave her ass a little wiggle, Theodore wasn't sure what had gotten into her. Not that he was complaining mind you, she was acting all nice and slutty but it was unusual for her.

Lining his cock up at her entrance, he rested its tip between the pink folds that sheltered her clit. June felt the head enter her, followed by the delicious stretching of her pussy. As he slowly pushed the remainder of his rock hard erection into her taut little cunt, June let out a guttural groan and lowered her chest. With his mom's bountiful cleavage now pressed against the table, Theodore could see the side of each tit peeking out. He grabbed her round hips and started giving her long slow strokes.

As fantastic as the oral sex had been, nothing could replace the sensation of having her pussy properly filled. June was enjoying her son's young cock when it occurred to her that she didn't deserve to.

She suddenly said, "I'm so bad."

Theodore didn't know how to react, so he just ignored the comment.

June felt guilty about deceiving her husband. She knew it would be suspicious if he returned from his unexpected trip to find her pussy dramatically transformed, so she came up with a plan. She quickly shaved and seduced Ward before he left in order to show him her newly hairless treasure. When he looked surprised, she explained that all the young patients at the hospital shaved and she wanted to try it out.