Changes

"Oh my goodness," Barbara said breathlessly as she broke their sensuous tongue dance. If incest feels this good, Barbara told herself, there was nothing that would stop her now.

Barbara slid onto the floor between Paul's legs and settled onto her knees. She then began unbuckling the large square belt buckle on his jeans.

"Mom..." Paul said, his voice trailing off. Barbara looked into her son's eyes, seeing his uncertainty and doubt.

"It's alright Paul," Barbara said re-assuredly. "You need this before you can move on."

"You won't have to pretend to your friends anymore after today," she added with a sly smile.

"But what about you?" Paul asked. He had calmed somewhat but what still clearly unsure.

"I going to help dear," Barbara smiled.

"Besides, I want it too," she added, her voice now clearly wanton with desire, "more than you could ever imagine."

Barbara pulled his pants open and moved his underwear aside, and then pulled out the long trunk of Paul's flaccid cock. Holding it by the tip, Barbara stretched her hand until it was completely exposed, looking like a proud fisherman holding his prized catch for all to see.

"Oh my God, Paul," Barbara marvelled, her voice shaking with lust. "I can't believe how fucking big you are." Still flaccid, but starting to grow, Paul already had the biggest cock she had ever seen. Paul was still trying to digest the shock of hearing his mother talk to him this way when he felt her clamp her lips around the head of his cock. She then began to voraciously suck him off, sending and even bigger jolt of erotic energy crashing throughout his body.

Barbara could feel Paul's cock hardening as she sucked it, something that always excited her with previous lovers. In this case, it was extra special, as she was determined to see just how big this cock could get. That and the fact that she was doing this with Paul, made for the most exciting blow job she had ever given. Paul looked down at the incredulous sight of his mother sucking his cock. He'd never had a woman do this for him before, but he'd seen it in the porno films he had saved onto his computer. However, none of those women were as enthusiastic as what Barbara was showing him right now. In fact, she seemed to be enjoying it so much he could swear there was a faint smile across her face as he watched her slurping and sucking his cock.

"Oh Mom," Paul moaned, "you're so..." Paul was about to say 'good,' but instead something made him change it to "... nasty."

"You have no idea, Paul," Barbara replied. She gave a few more flicks on his penis with her tongue, until she was satisfied with its hardness. Now that it had reached full length, Barbara took a moment to gawk at what she now held in her hands. Somehow it seemed appropriate that Paul would be this well-endowed. After all, the rest of his body had changed so much over the year, going from being a wiry young boy to looking like a body you might see out of Greek Mythology. That Paul's sex organ, too, would grow to mythical proportions as well seemed rather befitting.

"Okay lover, lesson #1 is over," Barbara said. "Time for lesson #2."

"What's that?" Paul asked.

"First," Barbara replied, "I need one of those condoms you keep in your wallet."

"Oh, so you know about those," Paul said, his face tinged with red from embarrassment. "I guess you also know that I never even got close to using one."

"Of course, there isn't anything I don't know about you, Paul," Barbara smiled back. Barbara was now fiddling with Paul's pants until they were off. Finding his wallet, she quickly retrieved a three-pack of condoms from it. To her satisfaction, they hadn't expired yet.

"Then you also know that I've wanted this day to happen for as long as I can remember," Paul smiled. Barbara was about to ask Paul whether he talking about losing his virginity or whether he was talking about wanting to have sex with her, but she already knew the answer. Somehow, she had always known.

Barbara tore open the condom and began to slide it over Paul's still rampant erection. For a moment her mind wandered back to remember all the other "rights of passage" she assisted her son graduate through. Never in a million years would Barbara have thought she'd be part of this one as well, but now that it was happening it gave her a warm feeling inside. Her son was about to become a man, and she was going to make sure it was done properly. Barbara's mind continued to travel back to her own first time; it had been a clumsy experience between her and a teenage boy as they wrestled half-naked with each other in the back of a car. Her son deserved better, and Barbara was going to make certain that this would be the case.

The only article of clothing that Paul still wore was his shirt, and Barbara now set her sights on removing for him. Slowly tugging it up from the bottom, she planted light kisses on each new part of flesh as it became exposed, relishing in the feel of her lips on Paul's flat stomach and muscular chest. She then lifted the shirt off his head completely, continuing her ministrations on his chest by now including some light sucking and biting of his hard nipples. Paul was still siting on the couch, but now lay back a bit to enjoy the experience, groaning softly at the feel of his mother's soft caresses with her hands and lips.

When Barbara felt that Paul was ready to continue, she stood up and began to seductively remove her own clothing piece by piece. A faint smile came over Paul's face as he watched Barbara's statuesque body being revealed to him for the first time.

"Like what you see, Paul?" Barbara playfully asked. Barbara took great care of her curvy figure, so she felt confident in her appearance.

"Oh yes," Paul replied, "you're so beautiful, Mom. It turns me on, seeing you like this."

"Do you want to fuck me, Paul?" Barbara asked, her voice sounding even more mischievous.

"It's all I can think about," Paul replied.

"Good," Barbara said, "because I can't wait any longer. She then straddled Paul's lap and, with knees slightly bent, stood above the engorged penis that was waiting to receive her. She thrust one of her breasts into Paul's mouth, saying nothing to him but "Suck."

She held Paul's cock steady and slowly rubbed the head over the wetness of her excited pussy before guiding into the entrance of her vagina. Inch by inch Barbara sank her body, her pussy surprisingly stretching with little discomfort to accept her new lover.

The blind sensation of being utterly and completely filled by cock was all Barbara could register at this moment, it dominated her thoughts and feelings. And yet she still allowed herself to feel something more, because this wasn't just any cock, it was her son's cock. That feeling was simply electric, better than anything Barbara had ever felt before. She never could have guessed that the one penis in the world she wasn't supposed to have could bring her this much delight.

That she was able to take such a big cock all the way with such ease was like something out of a fairy tale, but then again, everything about having sex with Paul was like something out of fairy tale. Perhaps this would be just another element to the fable, much like a mythical sword that could only be wielded when it held by it's rightful owner.

Slowly Barbara raised herself a couple of inches, and then back down again. The feeling of Paul's cock sliding in and out of her pussy was so good Barbara could already sense her climax coming soon.

"Oh that feels so good Mom," Paul grunted, taking a moment from working over her tits with his mouth. Barbara wondered if Paul, too, was feeling a joy today that he would never be able to re-create with any other woman, guessing it was probably true. But that was okay with her. This was their moment, and it deserved to be special.

Up and down Barbara thrust herself over Paul's magnificent cock, and with movement both their lust-filled bodies got closer to the brink of ecstasy. Barbara gradually increased the pace over several minutes, riding her new lover with just the right level of experience that he needed for this first time encounter. When she felt Paul was too close to coming she would back off and caress him with her hands. Or sometimes Barbara would lean in and they would exchange a few passionate kisses until she felt it was time to continue.

Barbara was intent on making sure this wasn't going to be end too quickly, but now that she could feel her orgasm starting to take over, she went full out like a jockey sprinting to the finish line.

"Oh fuck, yeah," Barbara moaned, slamming up and down on Paul's never ending hardness. "Oh god, Paul, I'm so close baby."

"Me too," he grunted back.

And then it hit like a bolt of lightning, making Barbara scream again and again. She'd lost such control that Paul needed to hold Barbara steady over him, but it wasn't easy, and now Paul, too, was lost in the throws of orgasm.

Paul said something, but Barbara couldn't make it out. Mostly, he just made a bunch of unintelligible grunts and groans as he rode out the spasms of his cum-spurting cock. Through the haze of her own feelings of bliss Barbara could feel it the sensations of his ejaculation, his muscles all working like a finely tuned machine together with only one purpose in mind, to deliver as much of Paul's virile sperm to her uterus as possible. Of course, since Paul was wearing a condom, Barbara would not feel any of his come enter her. It wasn't enough to ruin the moment and she gathered Paul felt the same way, but at the same time she found herself looking forward to the day when the condoms wouldn't be necessary and their act of intimacy could be complete.

Barbara scooted up onto Paul lap until she could press her heaving chest against his and wrap her arms around his shoulders. Likewise, Paul encircled her lower back with his arms, and the lovers held each other in a tight embrace. They stayed like this for several minutes, saying nothing, as they recovered from their shared orgasm. Finally, it was Barbara who spoke.

"How are you feeling baby?" she asked.

"Better than I ever thought I could feel," Paul replied. "But sad too."

"Sad?" Barbara asked. "Why?"

"Because now that you helped me with my 'problem' we won't do this anymore," Paul said. "I understand it though. I know what I need to do now."

"Really?" Barbara asked, visibly amused, "you know everything, do you?"

"Well..." Paul stammered, starting to feel embarrassed. Barbara stood up and began to gather her clothing.

"Two lessons and you know everything?" Barbara chuckled.

"So... does that mean there's a lesson #3 coming?" Paul sheepishly asked.

"Not now," Barbara laughed, "I'm still worn out from lesson #2."

"We'll continue with your studies tonight... in my bedroom," Barbara added with a sly grin.

"Lesson #3?" Paul asked, grinning from ear to ear.

"Lessons 3, 4, and 5," Barbara winked. "Make sure to save up your strength, it's going to be a long night."

________________

A few days later Barbara was flipping through a travel magazine. She was going to take Paul on a vacation as a reward for graduating high school with honors. Barbara was looking at a few beach resorts, wondering if Paul might be interested in visiting one of them.

Again, this was a reflection of how much Paul had changed over the last year, because a year ago Barbara would know better than to even ask him. In the past, Paul had been so overly conscious about his appearance that he would rather be caught dead than go swimming at the beach. But a lot had changed in this last year, including his confidence.

In fact, to Barbara's surprise, it wasn't that strange to see Paul walking around the house in nothing more than a tank top and shorts. And on the warmer summer days, he often went shirtless. Barbara knew it was wrong, but she often caught herself spying at Paul's impressive male form when he wasn't looking. And sometimes she liked to think that maybe Paul was purposely wearing less and less clothing at home in an attempt to arouse her.

The next ad piqued Barbara's interest. It was a log cabin for rent that promised itself as a quiet and relaxing retreat. Not too far a drive from town, but still quite secluded, and only walking distance away from some prepared cross-country ski tracks. Barbara and her husband used to love renting a cabin, and Paul had enjoyed those vacations as well.

"Except for that one time," Barbara mused to herself, thinking back. Unexpectedly, a storm had hit, not only making the roads impassable but knocking out the power, heat, and telephone service. It had been a harrowing experience, but after only a few hours a rescue crew managed to carve their way through the snow and take Barbara and Paul back into town.

Feeling a bit naughty now, Barbara couldn't resist re-shaping the events of that day in her mind. Paul was out and would not be expected to return for at least another hour. She put the magazine aside and lay back on her sofa to get comfortable. After masturbating twice already to thoughts of her son, the idea wasn't as shocking to Barbara as it had been before, so she didn't feel the need to be particularly modest about it anymore. And so she settled back on the couch, letting her mind wander freely over the events of that day and her hands wander freely over her horny body.

_________________

"Three hours and the storm hasn't let up a bit!" Barbara exclaimed incredulously.

"Don't worry, Mom," Paul reassured her, "everything's going to be okay." Barbara smiled briefly at Paul's attempt to "be the man" in this situation. He had grown up a lot in the last year. At first, it had been merely physical, but later it showed in his maturity level as well.

"Well, we're not out of this one yet, dear," Barbara said. "Let's take a look around the place... see if there's anything that can be of any use." After rummaging around the cabin, they managed to find a radio. The electricity was out, but luckily this one operated on batteries and was working.

"See what you can find out about the storm," Barbara told Paul, "I'll keep searching for supplies." Barbara looked through the kitchen. There weren't any foodstuffs – she and Paul had planned to drive into town for dinner that night and then buy a few groceries to take back with them for the evening. The only things she did find were a box of crackers and an open bottle of brandy.

Barbara came back to the living room where Paul was fiddling with the radio dials. All Barbara could hear was static.

"Any luck, Paul?" she asked.

"I managed to get one station working for about a minute before it cut out," Paul said. "It sounds like things are pretty bad. The rescue crews are having a tough time getting out. We might be here until at least tomorrow."

"That's okay, Paul," Barbara replied. "I can't see it being much longer than that, and if it is, we can get by without food for a couple of days."

"I'm not too worried about that either," Paul said. "It's... the temperature. It's going to drop 25 degrees overnight. We're going to freeze to death."

"What about the fireplace?" asked Barbara.

"Gas, just like the stove," Paul replied. "And just like the stove, not working."

"We'll think of something Paul," Barbara said, trying to put on a brave face. She noticed, however, that Paul didn't seem to need her re-assurance. Not that he didn't appear frightened, but he wasn't panicking like the "old Paul" probably would have. Barbara continued rummaging around the cabin as Paul kept fiddling with the radio to no avail. One thing Barbara had noticed, was that the room had gotten noticeably much colder.

"Here," Barbara said, handing Paul a small glass of the brandy.

"Um, Mom... you know alcohol doesn't actually warm you up," Paul said. "In fact, it can make things worse."

"I know, but a tiny bit shouldn't hurt," Barbara said, "bedsides, I could use it to calm my nerves."

"You don't think we're going to get out of this," Paul said dejectedly as he lightly sipped the brandy.

"I don't know," Barbara replied. The snow was packed so high outside, she wondered if it might take days if the roads were passable again. And if the temperature kept falling... there might not be much of them to find when the rescue crew did make it. And that was assuming anyone was looking for them in the first place...

Barbara felt a large shiver go down her spine. Paul got up and walked over to the chair she was sitting in and put his arms around her.

"I know we'll be okay, but if by some chance I don't make it then I'm glad I got to spend my final hours with you," Paul said. "I love you, Mom."

"Oh dear," Barbara said, her eyes beginning to tear up, "things aren't so bad Paul that we need to say out good-byes just yet."

"I know," Paul said.

"But I will say that I'm proud with how brave you've been today," Barbara added. "My boy really has grown up to be man." They stayed like this for the next couple of hours, gently sipping the brandy and providing each other with comfort.

"It's getting late dear, we better go to bed," Barbara said. They had already discussed that for the sake of retaining body heat they would stay together in the main bedroom. It had a queen-sized bed with a feather mattress. There wasn't much in the way of blankets but Barbara had managed to find a couple of extras in a storage closet. Still, it was frightfully cold. They got into bed and immediately jockeyed into a tight embrace until they found something that was reasonably comfortable.

"Mom, if I don't wake up tomorrow," Paul said.

"Paul!" Barbara exclaimed, admonishing him, "Don't even talk that way!"

"I know, but I want to get something off my chest, just in case," Paul said.

"Very well, tell me," Barbara said.

"It's about a lie I told my friends," Paul started, "I feel kind of sick that I've kept telling it for a year now, and I just wanted to admit the truth to somebody."

"It's about that girl I knew from work... Hanna," Paul began.

"I know all about it dear," Barbara interrupted. Her eyes were tearing up now, she wasn't quite sure why.

"I just needed the guys to get off my back for awhile," Paul explained, "with them all not being virgins they would razz me pretty bad." Despite the lie, Barbara was glad Paul hadn't given in to peer-pressure and had a one-night stand with a cheap slut like Hanna.

"You just need to find the right girl, Paul," Barbara said, "and everything will be fine."

"And now I might just die a virgin," Paul said. "I guess that's karma coming to get me for lying about it in the first place."

"You're not going to die," Barbara said. But even her words didn't ring as true as she would have liked. The truth was, Barbara didn't know what to think about their fate.

Paul's voice had sounded so tragic in nature that it took Barbara all the courage she could muster not to cry. If he had been anyone else, even a complete stranger, Barbara might have even offered to "help" Paul with his problem. But of course she couldn't, even though there wasn't a man in the world she loved more than Paul, because he was her son. The irony bit at her like knife digging at a sore wound.

"Paul..." Barbara hesitated. "About your 'problem,' what if I were to help you with it?"

"What?" Paul answered, genuinely astonished. He was speechless.

"You mean everything to me, Paul," Barbara said, "and there isn't anything I wouldn't do for you."

"But what about you?" Paul asked, "Wouldn't it be kinda strange?" Barbara noted with interest that Paul didn't seem to have any objections from his point of view. Maybe she was right in thinking that Paul wasn't just wearing less clothing around the house last summer because it was hot.

"I'll be fine dear," Barbara replied. For a moment, Barbara wondered if she should admit more to Paul than that, that in truth she had longed for something to happen between her and Paul for some time now. For the sake of not scaring Paul away, she decided not to.