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"Are you listening?" she said.

I suddenly realized that I had zoned out. "Yes, sorry," I said with a red face. I think she knew that I had been thinking of her. There was a tent in my shorts now. I saw her eyes go down to it.

She continued, "I suppose I am asking you for your help. I just get so weak when I am around you."

I wanted to say I feel the same way but thought better of it. If she thought I could be the strong one I didn't mind that. Yet I think she was putting too much responsibility on me. Hell, I was barely more than a teenager with raging testosterone. There was little chance I could help.

Then she said something that totally surprised me. "So, long story short, we cannot go any further than we already have."

I looked at her without understanding at first. Was her emphasis on "we can't go any further", or "than we already have" I wondered. Then I realized that she might be saying that we could do what we had already done, but go no further.

Could that be what she actually be saying that we can do what we did before I wondered? Suddenly I felt my heart beating harder. Then I felt her hand squeeze my thigh. That was all it took for my erection to throb. I saw her looking at the crotch of my shorts again. Then she suddenly reached up my shorts. Her hands were shaking as she opened the button at the top and then pulled my zipper down. I didn't have underwear on. I saw a little smile cross her lips before she pulled them down and off my feet, leaving me totally naked. My cock was as hard as a rock and dripping juice.

She stared at my cock as she stood and dropped her robe, leaving her totally naked as well. I stared at her beautiful body as she crawled onto my bed. She lay down on her stomach between my legs, like I had done when I had eaten her. She was now staring at my hard and throbbing cock from only inches away. It made my ball churn in their sacks.

She said, "You have a beautiful cock. It is perfect... not too big and not too small. The crown is beautiful too. I love the way the shaft bends upward and how it throbs."

I was suddenly embarrassed. I had never had anyone look at my cock or describe it like this. I had no idea what to say.

Then my eyes grew wide as I watched her beautiful hand slide up my thigh and grasp my cock. "Moooommmm," I moaned as I closed my eyes in pleasure.

My mother didn't say a word as she began to tease the engorged head of my cock soft fingers. She moved her fingers as if she was a blind person trying to define the object in her hand. I bit my lip to stop a long moan. For some reason I didn't want her to know how excited I was. I almost felt that if she knew that she would stop. That was crazy.

She looked up at me and smiled with those beautiful eyes and mouth as her soft finger tips played with my suddenly dripping cock head. Then I watched in indescribable excitement as she leaned over and placed her tongue just below the head. She squeezed the shaft and caused a long clear drop of fluid to bubble out of the opening and stream down to her tongue. I almost climaxed right then.

She pumped me several times and was rewarded with more juice. It seemed to be streaming out without stop now. She was driving me mad.

Finally she moaned a little and took the head into her mouth. Her eyes closed for a moment and then opened to stare directly into mine... like she could see into my soul. Her face was so beautiful. I tried to take a picture of her gorgeous face and my hard cock halfway into her mouth, with her cheeks puffed out from the head of my cock. It worked because even today I can still see that picture as if it was yesterday. It was an image I used to masturbate to a thousand times while I was away.

"Mom," I breathed as she began to suck the head. Her lips and tongue were suddenly driving me crazy with excitement. I wanted to grab her head and make her suck me harder. I didn't, but instead allowed her to tease my cock head until I felt I could take no more.

"Mom... I... I... going to cum... if... if you keep doing that."

She didn't stop.

I gasped as I felt my balls tighten in preparation. The position of my cock was pulled down so it was parallel to my thighs. My cock could not pulse like it normally would. It was restricted, but still felt so good. A moment later I grasped the sheets as my cum began to rocket up the shaft.

"Mmmmm," I heard my mother moan as I began to squirt into her mouth. She began to shake and I actually think she was climaxing. I learned later that she often did climax while sucking my cock... I loved that thought.

My hips began to move in little twitches, trying to force my cock deeper into her mouth. It wasn't going to happen. My juices poured into her mouth and I could hear her struggling to swallow it all. I suppose I was a heavy cummer but never realized that until my mother said something several years later. She also said she loved that about me.

When the last dribble was squeezed out of me my mother kissed the tip of my cock and stood up. She licked her lips and smiled at me.

I smiled back and slowly slipped out of bed. She looked at me strangely until I pushed her backward until she was lying on her back. I saw another smile as I slipped to my knees at the end of the bed. I spread her thighs. I almost gasped as her very wet and swollen pussy came into view.

"Oh God, Mom, your pussy is so beautiful," I whispered. I heard my mother moan. I felt a thrill of excitement go through me and decided to add to my comment. "I love the taste of you. Your pussy is so sweet and wet."

My mother moaned again and squirmed as I held her thighs wide. "Please," she whispered.

I knew what she wanted now. I began to kiss up her thigh. As I neared her pussy I paused and moved to the other side. I kissed downward across her soft skin, leaving a wet trail behind. When my lips got to her knee I lifted her leg, kissing behind it and licking down her calf. I moved back to the other leg and did the same. By the time I drew close to her pussy, she was moaning loudly. I paused and moved up to her large breasts. I looked at her face and saw tremendous excitement in her eyes. Staring into her eyes I leaned over and took one swollen nipple into my mouth. She moaned and grabbed the back of my head.

"Oh baby, suck mommy's tit," she whispered.

I loved hearing her say that. I took the nipple between my lips. I worried the nipple and sucked it until it was throbbing. Then I moved to the other. I worked on that one for several minutes before I moved to kiss and suck the soft flesh around the nipple, using my teeth to give her little love bites. Her chest was heaving as I pulled away. I leaned over and kissed her lips. She moaned and opened her mouth for my tongue. My cock was throbbing again.

I was now half on her, with my chest pressing against hers. I felt her large and soft breasts under me. We kissed passionately for a long time. I finally pulled away and went back to my knees again. There I pushed her thighs upward and spread them. I was so excited to taste her I could wait no longer. I buried my mouth in her soaked pussy.

"Ohhhhhhh, Goddddddd, Thomasssss," she screamed.

I was in heaven. My face was buried in my mother's wet pussy and I was drinking her juices. I pulled back, spread her lips and looked into her wet and pulsing opening. The thought occurred to me that I had come out of that opening twenty years ago. I could never have imagined that I would be staring at it now. I moaned and buried my face into her gushing opening again.

"Ohhhhhh, I'm going to... oh God, I'm cummmmiiinnnnnggggg," she screamed.

I felt her pussy throbbing and her juices were squirting out. My face was soaked, but I swallowed my share of her sweet liquid. I kept at it as her climax went on for a long time. When she started to come down, I didn't let her settle down but found her clit and began to suck.

"Thomasssss, Thomasssss," she screamed as she began to climax again.

Her swollen clit pulsed in my mouth. I knew it must be sensitive so I stopped sucking and began to just flick the tip of my tongue against it. I heard my mother moaning quietly, but her legs were still quivering and her hands still held my head. I worked on her clit with the tip of my tongue, just barely touching it. Suddenly I felt her hands on the back of my head pulling me tighter. I started sucking again.

"Ohhhh, ohhhh, ohhhh, ohhhh," she gasped and began to climax for the fourth or fifth time.

When she was exhausted, I pulled back with a wide grin on my dripping face. I was very proud that I had given her so much pleasure. What I lacked in experience I made up for in enthusiasm.

My mother's eyes were closed, her chest was still heaving and her legs were spread apart as if in total surrender. At that moment I would have given anything in my life to be able to climb on her and slide my cock into her wet and swollen pussy. Yet, I knew that that may never happen. I told myself to accept my good fortune as it is and hope for more.

I felt proud of what I had accomplished. Having only eaten pussy twice I had done a pretty good job if the look on my mother's face was any indication. I was a quick learner. My fantasies had served me well.

Chapter 4

Mom and I took our showers and we got dressed for our dinner out. I put on a pair of Kaki pants, and a dress shirt. When Mom came downstairs I gasped. She was wearing a tight white dress that was low cut and it was open all the way to several inches below her navel. The soft material surrounded her breasts, but still revealed much of the creamy flesh of her cleavage. Her nipples were hard and visible. The dress was tight at the waist and very tight across her hips and ass. It came down to the middle of her thighs. She had on a set of white pearls and four inch white pumps. She looked stunning.

My mouth must have been hanging open because she smiled at me and said, "It's not too tight or too short, is it?"

"God no," I choked.

"Are you sure?" she said as she spun around, giving me an even better view of her gorgeous ass.

I couldn't speak. The wide grin on my face was my answer.

"I'll take that as approval," she said with a returned smile.

I took a deep breath and got control of myself. "Let's get going or we will be late for our reservation," I said.

She put her arm through mine and we walked out to the car. I had not told her where we were going. I had made a reservation at the swanky Four Seasons Restaurant. I knew it was going to be expensive, but I had saved most of my money since I enlisted and knew I could not spend it on anything better.

When we arrived and I had given the keys to the carhop she whispered, "I'll pay for this."

"No you won't. It's my treat," I answered firmly.

She nodded her head and smiled. "Okay." I loved that she didn't argue. I loved that she knew how to be a real woman with a man... especially in this world today.

When we walked in, I could see every eye in the place on us... or more accurately her. My heart almost swelled out of my chest. I felt as proud as I have ever felt in my life. If they only knew that I was her son and not her boyfriend... well I was kind of both now... I don't know what they would think.

We had a great dinner, laughing, eating, and drinking a bottle of house wine. I had been careful because I was driving and I think Mom drank most of it. I could still feel both women and men looking over at us all evening. The men with envy, and the women with jealously, but I don't think it was because she was with me, but instead because she was so gorgeous.

When we left I paid the carhop and opened the door for Mom. I couldn't help glancing down when she sat down and swung her legs into the car. For just a moment one leg remained outside the car. I gasped. I had not realized that she didn't have panties on.

My face was hot when I got into the driver's side. I also had an erection.

"You noticed I see," Mom said with a glance down at my crotch and then a smile.

I nodded and smiled over at her. "I'm glad I didn't know that you didn't have panties on when we were in the restaurant."

"Why?" she asked, already knowing the answer I am sure.

"Because I would not have been able to get up from the table," I said with a blush. Then I added, "It was difficult enough to eat dinner even without knowing you didn't have panties on.

"You seem to be able to eat me pretty well," she said naughtily. I was guessing the wine was loosening her lips. I loved it.

I looked at her with wide eyes. I didn't know how to respond. Mom laughed and patted my face. A few minutes after we had pulled away from the curb I felt my mother's hand on my thigh. I had to force myself to keep my eyes on the road as she gently rubbed my thigh. I sped home.

I had barely stopped the car in the driveway when I pulled my mother into my arms. She didn't resist as I brought my lips to hers. I almost swooned at the taste and feel of her lips on mine. My cock had stayed hard since the restaurant, and was now throbbing. I moaned when I felt my mother's hand cover the bulge in my pants. Then I was surprised when I felt, and then heard, my mother pull my zipper down.

I looked around in hopes that no one could see us sitting in the driveway. Fortunately it had started to rain, which would mean it would be far more difficult to see inside the car. The automatic lights above the garage, which come on when a car pulls up into our driveway, had gone back out and it was relatively dark inside the car. Another moan escaped my lips when I felt my mother's hand inside my pants. A moment later she had pulled my cock out into the open air. "Mom," I gasped.

She looked up at me. "I want to thank you for a wonderful dinner. I never got to do this when I was young. Isn't it naughty?"

I had to smile. Of course it was naughty, but really more than naughty... this was my mother holding my cock in her hand and getting ready to suck it. "Oh God," I gasped as she bent her head and took my cock into her mouth.

I heard a guttural moan escape her lips as she took my cock deep into her mouth. I tried to keep a lookout but it was almost impossible. I placed my hand on the back of my mother's head and gently directed her movements up and down. I was hesitant to do that, but she seemed to enjoy it.

Several times Mom went down so deeply that she gagged. I think she wanted to take my entire cock in her throat but couldn't quite do it. I didn't care. I loved her mouth on my cock. My hips began to move up and down as my excitement grew. I didn't think she was really going to suck me all the way off in the car, but I was wrong.

As she began to move her head faster I hissed, "Mom, I'm going to cum if you keep that up."

She groaned in the back of her throat in answer.

I gave in and gasped, "Oh yes, oh yes." Soon I felt my balls pull tight. I was very close. Then suddenly I went over the top. I could feel the hot cream pump from my balls and rocket up the shaft. A second later I was filling her mouth with my cum.

"Mmmmm, mmmmm," my mother murmured, which was only interrupted by swallows.

My head collapsed back on the seat as my mother continued to suck me until I was drained and clean. I opened my eyes and saw her wiping her mouth with the back of her hand. Her normally perfect lipstick was smeared. I looked down and saw her red lipstick on my rapidly shrinking cock. I wasn't going to wash that off tonight, or maybe ever.

"I never sucked your father. He wasn't interested. I never knew what I was missing," she said, licking her lips.

My legs felt like jelly as I got out and rushed around in the rain with an umbrella to open her door. Then I held it over her as we walked up the sidewalk to the door. Once inside I took my mother in my arms again and kissed her passionately. I could still taste the residue of my cum on her lips and in her mouth.

"Give me about fifteen minutes to get ready and then you can come to my room," she whispered and gave me a quick peck and left me standing in the foyer with my mouth open. For a moment I couldn't actually believe that she had invited me to her room. Fuck!

I hurried upstairs and into my room. Standing there, suddenly I didn't know what to do. Should I strip... leave my clothes on... what was she expecting, I wondered? I went to the bathroom and brushed my teeth and then back to my room. Then I thought the hell with it. I took off everything except my underwear and sat on the bed and waited, looking at the clock. It seemed to be moving in slow motion.

Finally I walked slowly down the hall. The door to my mother's room was partially open as usual. Still I knocked lightly and heard my mother tell me to come in. I walked in and stopped in my tracks. My Mom was sitting on the bed wearing a thin negligee. It was pink and frilly. Under it she was wearing a half bra that left her nipples exposed. She also had on a pair of matching panties. On her feet were pink mules. My cock was immediately hard and making a big tent in my underwear.

My mother held her arms open to me and I walked over to her... with a bit of embarrassment at my erect state. She hugged me around the waist and placed her cheek on my stomach. I held her head to me. A moment later I felt her hand slide up the leg of my shorts until she found my hard cock. "Are you always hard?"

"Around you, of course," I said.

She looked up at me and smiled as she pulled my shorts down to the floor and let them drop. She looked at my naked body for several long moments, her face inches from my throbbing cock.

She said, "I know I said this before, but I can't believe how much you have changed... I mean you were always handsome, but now look at you. You are positively gorgeous." She began rubbing her hand across my now muscular chest and down my hard stomach. Then she bent her head and kissed her way down my stomach. She looked up at me as she stuck out her tongue and licked from the bottom to the top of my cock. Then with a smile she took my cock into her mouth again.

"You like sucking me, don't you?" I said through my heavy breathing.

She pulled back, looked up at me like I was crazy, and said, "Of course, what's not to like. Your coc... uh... penis is gorgeous."

I laughed at her not saying the word "cock". I moaned as she took my cock into her mouth again. Before long I pulled her from my throbbing cock. I didn't want to cum yet. My Mom looked at me with surprise when I pulled her to her feet. I kissed her hard. As I did I opened her negligee and let it drop and then pulled off her panties. I moaned when I felt her hot nipples burning into my chest.

Then Mom took control again... she seemed to like to be in control. "Lay on the bed," she whispered.

I looked at her with surprise but did as she asked. A moment later my mother straddled my legs and grasped my cock. She bent and took me into her mouth again. I moaned as I laid my head back, and held her head gently. Then she began to move on the bed. I looked up in time to see her thigh move over my head. A second later I gasped. Her pussy was staring me in the face. She was facing my feet.

"Let's do it together," Mom said with a girlish giggle.

I wasted no time as I pulled her soaked pussy down to my mouth. It felt wonderful as her very wet lips spread across my mouth and my nose. I couldn't breathe, but I didn't care. I pushed my tongue into her waiting hole. She moaned a moment before she sucked me in again.

I plunged my tongue in and out of her wet opening as she began to suck me. I enjoyed her mouth on me immensely, but since I had climaxed not long ago I could focus on her pussy. I found her clit and licked it before sucking her fat inner lips into my mouth. I heard her muffled scream and felt her thighs quiver. I knew that she was climaxing. She shivered and shook causing her pussy to bounce and slide around on my face. I held her tight and sucked her until she had climaxed multiple times. I swallowed a gallon of her juices and loved every bit of it.

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