Amber Pt. 02

Ever since Billy was old enough to date, he had had sex on a regular basis. Then he had met Teresa. He didn't know if he had fallen in love with her, but if not, it was something close akin to it. He was fascinated by her. She was not only stunningly beautiful, but she was brilliant and interesting. The fact that she loved sex and couldn't seem to get enough of it was another bonus. Then she had broken up with him. He didn't even want to try dating anyone else, yet, but he was horny all the time. He had always noticed how hot and sexy his mother was, but recently she had looked sexier than ever to him. He knew that she had joined a gym and had firmed up what was already a fantastic body. She and his dad had not divorced. Billy wondered if she was secretly getting sex from someone. He couldn't imagine that anyone as sexy as her could just totally abstain.

One night Bobby and Amber mentioned that they were going to the movies and asked Kaley and Billy to accompany them. Billy was still feeling a little awkward around Amber, so made an excuse not to go. Kaley had been worried about him ever since he and Teresa had broken up, so she decided to stay at home with him.

When Bobby and Amber left, Kaley said, "Pick a movie on Pay Per View, Billy. I'll make us some popcorn. What do you want to drink?"

Billy had thought he would just play video games and try to get his mind off his problems, but he didn't mind the idea of watching a movie with his beautiful mother. Perhaps she would dress in something that would hug her sensual curves. "I want beer. I think I have a few in the fridge." His mother had protested when he started keeping beer, but had finally relented. She had told him that she wouldn't put up with him being intoxicated, but if he was just drinking one or two at a time, she could allow it. Her other children never touched the stuff.

"I may have a glass of wine," she told him. "I haven't had any in a good while. Your dad and I used to have a glass now and then..." She sighed and went into the kitchen.

Billy walked into the kitchen and put his arms around his mother, from behind. "I'm sorry, Mom. I don't understand why he would leave you. How could he be dissatisfied with you?"

Kaley turned around and put her hands on her son's shoulders. "Me? What about his children? That's what breaks my heart. Your father and I had many issues...I'm far from perfect as a wife...but I could never turn my back on my children. I just don't get it," she told him as her eyes sparkled with tears.

Billy pulled his mother into his arms. He could feel her breasts pressed into his chest. She was wearing a bra. He longed to hold her and feel her unfettered breasts pressed against him. He could feel his cock begin to harden as he held her and made sure that he stood so that it wasn't rubbing against her.

After a minute she pushed herself away from him. "That's water under the bridge and it's his loss. I've got three wonderful children all to myself," she sniffled.

After preparing the popcorn and pouring herself a glass of wine, she brought them out to the living room where Billy was still choosing a movie. "Oh, you got your beer? I'm going to change clothes. You look way more comfy than me," she told him, indicating his attire, which consisted of a sleeveless tee shirt and very brief athletic shorts.

She thought Billy looked a lot like her Bart when she first met him. Certainly not as muscular - Bart was a college football player - but even more handsome and taller. Kaley had always loved sex and that, to her, was one of the worst things about her husband leaving. She had to resort to masturbation - which she did frequently. She had even purchased some sex toys to help satisfy her cravings. It didn't help that she had twin sons who ran around the house half clothed. She often thought about one or the other - or BOTH - of them when she masturbated.

Kaley was excited at the prospect of having Billy to herself for a couple of hours. She certainly would never let him know that she had any sexual fantasies about him, but she had noticed him checking her out on several occasions and whether this was just her imagination or not, it stoked her masturbation sessions later on. Maybe she would dress just the slightest bit provocatively? What was the harm? She would not go overboard with it. She took her bra off and put on one of her husband's old tee shirts. She modeled it in front of the mirror, noting that it still hugged her breasts, even though it was otherwise pretty baggy. Perfect. She pulled on a pair of very short and tight athletic shorts. She had been going to the gym. Her butt and abdomen had firmed up. Her long, lean legs had always been attractive, but after going to the gym a few weeks, they looked even more toned. Yes, she looked good. She didn't look her age. She had always been pretty and she still was. She hoped that her son thought so, too. That excited her.

Billy had chosen "The Greatest Showman" to watch, even though they had seen it before. He knew that Kaley liked it, and there was nothing else he particularly wanted to see.

Kaley flopped down next to him on the couch and grabbed the popcorn bowl away from him. "Hey, the Greatest Showman! Great! That's what you wanted to see?" she asked as she playfully threw a grain of popcorn at him.

"Yeah, I like it. You're going to have to behave if you sit with me," he grumbled, playfully.

Kaley lay down on the couch, resting her feet in her son's lap. She threw another grain of popcorn at him. "Oh yeah? Me behave?" she giggled. She took a gulp of her wine and stuffed some popcorn in her mouth.

Billy took a long swig of his beer and, as he placed it back on the table beside the couch, he felt a kernel of un-popped corn hit him in the nose. It stung a bit. He heard his mother laughing. "Sorry, Honey," she laughed. "I wasn't aiming for your nose!"

"Mother, I am serious," he told her, trying to make his voice sound stern. "You are cruising for a bruising."

"Aw, come on, now, Billy. You wouldn't hit your mother. Don't even talk that way. Not even joking," she chided him as she threw another kernel of popcorn at him.

"You need a spanking. I know that," he laughed as he grabbed the popcorn bowl away from her. "No more popcorn until you learn to behave."

Kaley drained her wine. It had been a while since she had drank any and it really tasted good. A minute later, she realized that she should have eaten something other than just a little bit of popcorn. She could definitely feel a nice buzz. "Honey, want me to get you another beer? Mommy's having another glass of wine."

Billy regarded her. Was she slurring her words? He had never seen his mother drunk; not even tipsy. This could be interesting. She had the most beautiful, mischievous smile on her face. He could see how tight the tee shirt was around her bosom. He could even make out her nipples. His cock lurched.

"Sure, I'll take another one," he told her as he turned up his beer and drained it.

His mother was soon back, handing him his beer. He saw her drink about half of her glass of wine in one swallow. She took her place on the couch, after grabbing the popcorn bowl away from him. She placed her feet in his lap. He brazenly gazed at her legs from her feet all the way up to those tight shorts. He didn't think a lot about women's legs, but he knew what he liked. He didn't like fat legs and he didn't really like women's legs that had no definition. His mother's legs were perfect. They looked like dancer's legs. Perfectly muscled, but still slender. It made his cock grow harder, especially when he looked higher and saw the tee shirt pulled tightly around her breasts. She obviously wasn't wearing a bra. He had seen accidently seen her naked from the waist up, a couple of years previously. The image of her proud, perfectly sculpted breasts was burned into his mind. He was dying to at least see them again.

He was shocked out of his reverie by another un-popped kernel of popcorn striking his cheek. His mother giggled, then laughed.

"Mom, do you want a spanking?" he asked.

"Well, who's big enough to give it to me?" she slurred as she drained her second glass of wine. "You wouldn't put your hands on this," she laughed as she turned sideways and pointed at her bottom.

Billy quickly reached and popped his mother's bottom firmly. It made a satisfying smack. "What was that? What did you say? I didn't hear you," he laughed. "Be careful what you dare me to do. I'm not a little boy, anymore," he teased, feeling a slight buzz himself. He took another long draught of his beer.

"Why you should be ashamed, young man!" she said. "Spanking your own mother! Why the nerve!" She had a smile on her face and her eyes sparkled.

"You better watch yourself is all I have to say," he told her. "Now behave. You're missing the movie." He turned and, even though he certainly didn't have his mind on watching the movie, pretended to watch it.

"Or what?" she giggled as she got up. "Whoa, Mommy's just the slightest, itty bitty tiny bit tipsy," she laughed as she lost her balance and landed in his lap.

Fuck what a body! What a woman. His cock was throbbing. His mother's firm ass was wiggling on his fully erect cock. He knew, if she were sober, that she would realize this immediately. Now, she seemed oblivious - or maybe she just didn't mind?

Billy could see his mother's nipples, prominently displayed through the tight tee-shirt. He reached and stroked the side of one of her breasts, gauging her reaction.

"Are you being naughty, Billy Boy?" she giggled.

Billy moved his fingers to her cloth-covered nipple and very delicately touched, then stroked it. "THIS is naughty, Mom," he told her.

She stopped giggling and reached to move his hand. "No, Billy. Not THAT naughty! I'm your mother," she croaked, but he could tell by her breathing that she was excited.

Billy was undeterred. He moved both hands to cup her bountiful breasts and gave them a gentle squeeze.

Kaley gasped. She looked helplessly into her son's eyes. "Billy, no," she begged in a whisper, but she didn't move to stop him.

Billy reached for the hem of the baggy tee shirt and lifted until his mother's amazingly firm C-cups came into view. She was breathtaking! He had never personally seen breasts that compared to these. "Billy, no, Honey!" she gasped, half-heartedly pulling at the shirt as he continued to raise it higher.

Billy suddenly and unceremoniously dumped his mother onto her back on the couch, kneeling between her legs as he wrestled the shirt off of her head. She fought against him and protested, weakly, but she was no match for his strength.

"Billy, no, please?" she begged as he bent to lick her nipples. "Oh Billy! No, not that!" she panted.

He stopped and looked into her face. "Don't tell me you don't like this. You need it as badly as I do," he told her.

"No, Honey, we can't do this!" she moaned as he continued to lick and then to suck at her distended nipples. "Billy, fuck, Baby..."

"You like it, don't you?" he grinned. "Shall I stop? Just say the word and I will. I promise!" he leered.

"Stop! Now!" she shouted.

Surprised, Billy did as he said he would. "Okay, if you say so," he smirked.

Kaley wrestled her tee shirt back on and, not saying a word, got up and went into the kitchen.

Billy felt that he had overplayed his hand. He had been confident, as tipsy as his mother was and as playful as she had been, that she wanted him. Now he was feeling a little embarrassed and was wondering how this would affect their relationship.

Kaley came back into the room, holding the bottle of wine. She stood by the couch where Billy sat and turned the bottle up. When she had swallowed several large gulps, she looked at Billy and extended her hand. "Come on..." she said as she started walking toward her bedroom.

When they walked into her bedroom, she closed and locked the door and sat the wine bottle on the bedside table. Without saying a word, she took the tee-shirt off, displaying her unfettered breasts to her son's hungry gaze. The nipples were so hard that they seemed to be throbbing. As she started shucking her shorts down, she smiled, "No fair, Baby. I'm not going to be the only naked one!"

Billy hastily threw his shirt to the floor and began removing his shorts. His cock was as hard as a rock and when he peeled his shorts down, it sprang up and slapped his stomach.

"That thing has grown since last time I saw it," she giggled as she removed her panties and now stood totally naked and proud before her son. She knew she had a great body and she basked in the knowledge that her own son was lusting for her. She wanted him to look. She wanted him to lust.

She sat on the bed, and motioned for him to come to her. She reached and grasped his wet, tumescent length. She studied it. About 8 inches, she thought. Not as huge as the astounding size of his father's, but still very large and lust-inciting! She looked up into his face. "Have any of those little teeny boppers sucked this gorgeous cock, Baby?" she asked, as she expertly smeared his pre-ejaculate down his shaft.

"Yes, several of them. They can't resist it," he grinned.

"You let me know how I stack up, Baby," she said as she looked in his face again. Then, in one smooth motion, she took him to the root, the head of his cock slipping easily into her throat. She had never had much of a gag reflex when she was turned on, but the wine had almost totally eradicated it.

"Oh, Mom, shit!" he moaned.

She smiled as she removed him from her mouth, saliva leaking out the corners of her mouth. "Do I win, Baby? Is Mommy a good cock sucker? Are you going give me that load in my mouth?" she said so sensuously that her voice was almost unrecognizable.

"Nobody's ever done that, Mom. You're such a naughty girl!" he moaned.

She licked around the head and down the shaft, took it back in her throat, then repeated it. "I want that load, Baby," she moaned. "Tell Mommy when it's coming."

She took him back in her throat and grasping his firm ass-cheeks, pulled him as deep as he could possibly go. She gazed into his face, an expression of pure bliss on her beautiful face. Not only had no girl ever taken his entire cock into her mouth before, but he had never been with a girl that was even close to as beautiful as his mother. He had often wondered if his mother could have been a model, had she not gotten pregnant when she was 19 years old. He had seen pictures of her as a teenager. She had been stunning, but her beauty had not diminished. She was the most gorgeous woman he had ever known.

"Mom! I'm cumming!" he gasped. She quickly moved her head back, not wanting to take his cum down her throat. She wanted to taste it and savor it. She might not ever get this opportunity again and she was not going to waste it.

Billy had not masturbated in several days. His first wad of ejaculate hit the roof his mother's mouth with such velocity that her head was blown back a couple of inches, but she eagerly moved forward again, opening her mouth wide to welcome more blasts of her son's delectable offering.

"Oh fuck, Mom!" he cried as gob after gob of his semen spurted into her mouth. He gazed at her beautiful face as she stroked his cock, urging more of his boy-cum to shoot into her rapidly swallowing mouth. She was amazing! She was wrapping her tongue around his corona and licking the thick ejaculate that was coursing down his cock-shaft. She seemed to literally be starving for it!

After what seemed to be at least 30 seconds of cumming, Billy could tell that there was no more cum to give his mother, despite the fact that she was continuing to suck and lick at his cock. She squeezed the end of his cock, causing a thick drop of his ejaculate to appear. She eagerly lapped it up, then tried to screw her tongue into his meatus, in search of more of her son's precious juices.

Finally, she opened her mouth to show him that she still had some of his cum inside. She swished it around in her mouth, while smiling up at him, then swallowed. "Oh, Baby, that's the best stuff ever!" she exulted as she lay down on the bed.

"Better than Dad's?" Billy asked as he lay down next to her.

"Yes, Billy. You're more precious to me that he ever was - even though I loved him very much," she told him as she turned on her side to look in his face.

"That's the best ever for me," he told her. "And you're the most beautiful woman I've ever seen."

Kaley smiled at him and stroked his hair. "I think you really mean that, Baby," she said.

"I do. You know that you're gorgeous. People tell you that all the time," he stated.

"It means way more coming from you," she smiled. "Can you hand me that wine?"

Billy handed her the bottle, which contained about one-third of its original contents. She turned it up and almost drained it before handing it back to Billy.

She reached down and began to fondle his now-flaccid cock. "Can you suck Mommy's tits, again, Baby?" she giggled. "Mommy feels so naughty!"

Billy quickly moved to lick and kiss his mother's breasts as she continued to play with his cock. What a body she had! He placed his hand on her abdomen and felt how hard it was. He let his hand wander to her well-trimmed pubic hair and felt of her wetness.

"You're being so deliciously naughty with your Mommy," she whispered. "Mommy needs this..." she whispered as she squeezed his now-hardening young prick.

Billy sucked her nipples as he held her big, firm breasts in his hands. She moaned and thrust them to his mouth.

"What do you need, Mom?" he grunted as he held her breasts and gazed into her face.

"Ummmm, I need this!" she said as she squeezed his almost fully engorged cock again.

"What does that mean?" he teased as he leaned forward and licked her lips. "What do you want to do with that?"

"Your Mommy loves to be teased, Billy Boy. You know what I want," she whispered as she licked his lips and stuck her tongue into his mouth.

Billy moved between her legs. He leaned forward, grasping his cock in his right hand and began to rub it on her clit and down her oozing cuntal slit. She opened her legs and thrust up at him, searching for her son's pleasure-giving shaft. He didn't allow it.

"Please? Baby, I need it!" she begged. "Give it to me, please?" she smiled as she stroked his face and undulated her hips. "I'm so ready for you, Baby."

"Tell me what you want," he teased. He bent and bit one of her nipples, then quickly licked it, wetly.

"Oh that feels good! Bite the other one!" she commanded as she thrust her other breast at him. Billy bent and obediently bit her nipple, then washed it with his saliva.

"Mmmmmmm, oh that feels so good!" she moaned. "Give you Mommy what she needs now, please?"

Billy sopped his cock-head in her opening, moving it around in a circular motion as she pushed up at him, desperately trying to impale herself on her son's tumescent cudgel. Billy smiled at her and kissed her ears and throat, biting gently.

"You are driving me insane!" she cried. "Billy, PLEASE?" she begged.

Billy looked in her face. Damn, she was so pretty. Those blue eyes. That golden blonde hair! Fuck, she was so gorgeous! He ached to sink into her. "Tell me what you need, you naughty girl!" he whispered. "A spanking? Do I need to bend you over my knee and spank your ass?"

"That sounds wonderful!" she moaned. "But right now, Billy, my lover... love me...love me, Baby! Please?"

"I do love you, Mom. You know that," he teased her as he rubbed his rock-hard shaft against her throbbing clit.

"Fuck me! Please fuck me!" she groaned.

Billy sank slowly into his mother's unbelievably wet and surprisingly tight pussy. He looked into her face as he entered her, savoring the expressions that came across her face as she welcomed her own son's throbbing prick into herself.