Flashing Tits, Pussies & Cocks Ch. 03

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"I can tell you now because it happened so long ago," he said with a dirty laugh. "A few times when you didn't know that I was home, you undressed and dressed with your bedroom door wide-open and I watched you from the darkened hall," he said pausing. "You were topless. I saw your naked breasts. You were naked. I saw your naked ass and your naked pussy. As if you were my version of Lady Godiva," he said with a dirty laugh. "I saw you sitting at your dressing room table naked while brushing your long, beautiful hair."

Obviously, believing what he said was true, she looked uncomfortably embarrassed.

"Oh, my. You saw my naked breasts? You saw my tits? You saw me naked? I'm so embarrasses. I had no idea you saw my naked tits. I had no idea that you saw me naked," she said.

He smiled a shit eating grin as if he was able to get away with something with his mother.

"I did and I have," he said with pride that he saw his MILF of a mother topless and naked.

Then, she stared sternly at him while scolding him.

"Now why would you want to see your mother topless," she said scolding him? "Why would you want to see your mother's naked tits? Why would you want to see your mother naked?"

He shrugged.

"I like tits, you have big and shapely breasts, and you're my mother. I've always been sexually attracted to you," he confessed with, yet, another shrug.

When he confessed that he's always been sexually attracted to her, obviously, sexually arousing her, she blushed and her eye lids fluttered as if she was thinking about masturbating herself or, possibly, masturbating him.

# # #

"Another time, when you forgot your towel, you asked me to close my eyes as you ran from the bathroom to your bedroom naked." He laughed. "Suffice to say, Mother, during your run of embarrassment, modesty, and shame, I didn't close my eyes," he said with a dirty laugh.

As if he had just stripped her naked, she looked at him mortified.

"Oh, my," she said fluttering her eyelids again. "You saw me naked? I had no idea you saw me naked."

As if imagining her without her clothes again now, he gave her a sexy smile and a naughty look.

"I not only saw your big, naked tits bouncing up and down and swaying side-to-side as you ran down the hall but also, I saw your shapely, naked ass and your trimmed, brown pussy." With his incestuous feelings for his mother taking over his decorum, this time, he was more descriptively graphic with his words. "I saw your naked pussy and your naked ass," he reiterated what he saw of her again. "I saw your naked cunt, Mother."

Mary put her hand to her mouth as if she was about to be ill.

"Oh, my God, David," said his mother. "How could you invade my privacy by staring at me when I was naked after I asked you to close your eyes? I'm so very embarrassed."

He shrugged again.

"I was a horny, testosterone filled, young man with little sexual experience who was sexually enamored with his mother. You were the first naked woman I ever saw," he said staring down at what he could see of his mother's naked breasts through her partially unbuttoned blouse. "What horny son eighteen-year-old son wouldn't want to see his mother naked?" Then, he confessed what he was really thinking. "What eighteen-year-old teenager wouldn't want to have incestuous sex with his MILF of a mother?"

He laughed.

"I'm so embarrassed," she said again. Then, a delayed reaction, she looked at him as if just hearing what he had said. "You wanted to have sex with me? I can't believe you wanted to have sex with me, your own mother," she said looking at him aghast. "I never knew you were sexually attracted to me," she said giving him a sexy look. "I never knew you thought of me as a MILF, a mother you'd like to fuck."

He patted his mother's knee. Then, when she didn't reject his hand by removing it, he rubbed her knee. He rubbed her leg a little higher while slowly sliding the tips of his fingers beneath her skirt to massage her thigh just above her knee. Slowly moving his hand higher under her skirt, he stopped at midthigh. When she stared down at his hand taking sexual liberties with her leg, he so wanted to continue sliding his fingers all the way up. He so wanted to finger his mother's pussy through her panties.

Yet, not knowing how his mother would react to him reaching all the way up her skirt to finger her panty clad pussy, he didn't want to ruin things by rushing things. First things first, he needed her to remove her blouse. He needed to see his mother's big, naked breasts. He needed to massage his mother's neck, back, and shoulder while groping the sides of her naked breasts.

# # #

"Don't be embarrassed, Mother. It was so very long ago, nearly 30-years-ago," he said. Then, pausing as if he was thinking, he remembered another time when he saw his mother's naked breasts. He laughed out loud. "Then, there was that time when you lost your bikini top at the beach. Do you remember?"

She let out and uncomfortable laugh.

"Oh, God. I remember. I was so embarrassed," she said. "I couldn't believe you and everyone on the beach saw my naked breasts."

He returned her laugh with his laugh.

"For a long minute you didn't even know that you were topless. While your bikini top washed up on shore, without shame or embarrassment, you proudly walked out of the water and up to me and in front of everyone. You sat on the beach towel bare breasted as if you were Bo Derek before you even noticed that you were topless."

She laughed a nervous albeit a sexually aroused, little laugh.

"I remember that. I was mortified. While I laid on my stomach, I had you run down to the water to see if you could find my top," she said. "I remember your eyes were as big as saucer's as you stared at my naked tits, your mother's naked tits before you even moved."

He laughed.

"The highlight as my teenage life, I'll never forget that day, the day that I saw my mother's naked breasts," he said with a dirty laugh.

She laughed, too.

"As if you had never seen a woman's naked breasts before, before I had the forethought to cover them with my hands, you stared at my naked tits, my areolas, and my nipples," she said with an embarrassed laugh. "For a moment, I thought you were going to reach out and grope my breasts while fingering my nipples."

He laughed, too, while remembering his mother being so publicly exposed.

"Staring is not the only thing I did, Mother," he said with a dirty laugh while pausing before confessing. He gave her a sexual stare filled with desire and lust. "I masturbated over seeing your naked breasts and the memory of that day for years," he confessed. "I masturbated dozens of times while imagining you naked and having incestuous sex with your beautiful, naked body."

Mary looked at her son shocked surprise.

"You did? You masturbated over me, your own mother," she asked with disbelief? "You imagined me naked and having sex with me? Oh, my. David? Oh, my God, David."

# # #

Now, that he had already seen his mothers' naked breasts several times, seemingly no longer embarrassed to expose her naked breasts to her son, she finished unbuttoning her blouse. As if there was a drumroll going off in his head, David watched his mother completely unbutton her blouse with bated breath and sexual anticipation. One of his sexual fantasies come true, he couldn't wait for her to remove her blouse. He couldn't wait to see his mother's naked tits again.

Then, while looking at her son as if to see his reaction to seeing her big, naked tits, she opened and removed her blouse. She was topless. His mother was bare breasted in front of him before turning her back to him. He couldn't believe his mother was topless. He couldn't believe he saw his mother's big, naked tits.

Obviously uncomfortably embarrassed, yet clearly sexually aroused at the same time, giving him mixed signals, she folded her arms across her naked breasts before covering them with her hands. She cupped her big breasts in the palms of her hands in the way that he wanted to cup his mother's big tits in the palms of his hands. Then, taking a big breath for courage, she removed her hands while staring up at her son staring down at her naked breasts. Mary sat bare breasted next to her son while he stared and ogled his mother's naked tits.

"Oh, Mom. You have beautiful breasts," he said staring at his mother's naked tits while tempted to reach out his horny hands to touch them, feel them, grope them, fondle them, and suck them.

He so wanted to touch them, feel them, fondle them, grope them, and suck them. As if looking to see all that he could see of her, she looked down at her naked breasts before looking back up at her son. Obviously, she was as sexually aroused as he was sexually excited. With her nipples already fully erected, he wondered if his mother was as wet as he was hard. She gave him a sexy smile and he returned her sexy smile with a naughty look.

"I do? Thank you," she said looking down at her naked tits. "Except now that I'm older they sag more than I remember," she said. "Just," she said with an uncomfortable pause. "Please don't tell anyone that you massaged your topless mother," she said with a dirty laugh. "I'd be so embarrassed for any of my friends or your friends to know that you saw your mother's naked tits while giving her a topless massage," she said with a nervous, little laugh.

# # #

"Let's go to your bedroom, shall we," he said escorting her to her bedroom?

He helped her to stand and walked her to her bedroom. Unable to remove his eyes from his mother's big, naked tits, he stared at her breasts as if he had never seen naked breasts before. Yet, these naked tits weren't just anyone's naked tits. These were his mother's naked tits and she had quite the rack. He couldn't wait to touch them, feel them, fondle them, and grope them. With any luck, maybe she'd even allow him to suck them.

Once, in her bedroom, he instructed her what to do.

"Lie face down on your bed," he said.

As soon as she was on her stomach, as if he was getting himself ready to fuck her from behind, he climbed on the bed to straddle his mother. Something he always wanted to do; he couldn't believe he was finally in bed with his mother. He only wished that they were both naked. With his pants and underwear clad prick in contact with his mother's skirt and panty clad ass, he suddenly felt like a masher on the subway.

Every time he leaned forward to rub his mother's shoulders, neck, and back, he dry humped her ass with his fully clothed cock. Every time he dry humped her ass, his erection grew bigger and harder. Every time he leaned forward to rub her shoulder's, neck, and back, her skirt climbed higher. He continued dry humping her ass. After dry humping his mother's ass a dozen more times, with the hem of her skirt climbing higher, he could clearly see the bottom of her white panties.

Then, deliberately humping her skirt and panty clad ass harder and faster, he knew that she could feel his erect cock rubbing against her shapely ass. As if he was fucking her, he was humping his mother from behind. He couldn't believe he was humping his mother's fully clothed and shapely ass. With her skirt continuing to climb higher, high enough to expose her panty clad ass cheeks, he was so tempted to touch, feel, fondle, and squeeze his mother's panty clad ass.

"Oh, David, that feels good," she said. "The pain is just melting away."

He wondered if his massage felt good or if him humping him felt good. He continued massaging his mother's back while humping her skirt and panty clad ass while stealthily and ever so slowly feeling the sides of her exposed, naked breasts. The first time touching and feeling his mother's tits, she had beautiful shapely and firm breasts for a woman her age. They barely sagged at all.

"You have such soft skin, mother," he said continuing to feel the sides of her naked breasts.

Taking a risk, curious to see what she'd do, he wondered if she'd slap his hand away if he groped more of her naked breasts. Then, going for broke, sliding his horny hand beneath her, he partially cupped one of her naked breasts in his hand. When she didn't stop him, he cupped her other breast in his other hand. He was holding his mother's naked tits in the palms of his horny hands. He couldn't believe he was holding his mother's naked tits while dry humping her ass.

While cupping her tits in the palm of his horny hands, he felt more of his mother's naked breasts. He felt them, he squeezed them, and he fondled them. Something he only sexually fantasized doing while masturbating himself, he couldn't believe that she was allowing him to have his wicked, sexual way with her big, naked tits.

# # #

"Is feeling my naked breasts part of my massage," she said with a laugh. "How is feeling my tits going to help my aching neck, back, and shoulder?" Lifting herself up on her elbows while exposing her naked breasts to him again, she turned to look at him.

He looked at his mother with embarrassment and shame.

"Sorry Mother. I got carried away," he said.

She laughed.

"I don't mind you copping cheap feels of my naked tits, David, just don't finger my nipples. Okay," she asked? "It's been years, since your father died and that anyone has seen and/or felt my naked breasts," she said with sadness while inviting him to continue groping her. "I'd be lying if I said that it didn't feel good for you to touch, feel, fondle, grope, and squeeze my naked breasts," she said. "You make me feel sexually wanted and desired. You make me feel like a woman again."

Yet, taking what she said about him not fingering her nipples as his invitation to finger her nipples, disobeying her expressed wishes not to finger her nipples, he continued fingering his mother's nipples. While fondling her big breasts, he slowly slid his horny hand across her erect nipples. While squeezing her big tits, he squeezed her nipples too.

"Why not," he asked while sliding slow fingers across his mother's nipples again? "Why can't I finger your nipples, Mother," he asked while fingering her nipples anyway? "You have such big and hard nipples. I love pulling, turning, and twisting your erect nipples."

She gasped when he wickedly fingered her nipples again, especially after she asked him not to finger her nipples.

"Oh, David," she said with a sexually excited shiver when he pulled her nipples. "Because my nipples are one of my erogenous zones and you'll sexually arouse me if you continue fingering my nipples. With me not having had sex since your father died," she said turning to look at him again. "Losing all control and my sense of impropriety, there's no telling what I'd do to my handsome son, if you sexually aroused your mother," she said with a dirty laugh.

Baiting her and sexually teasing her while hoping to sexually arouse his mother, he fingered her nipples again. This time, going for broke, he pulled, turned, squeezed, and twisted her nipples between his fingers harder and longer. The more he fingered her naked nipples, the bigger and harder they grew. The more that he fingered her naked nipples, the more she squirmed on the bed while rubbing her thighs together. He was curious what his mother would do if she was sexually aroused.

Obviously, with her seemingly as sexually frustrated as he was horny, she was masturbating herself by rubbing her thighs together. He never would have known that women masturbated themselves in that way but he watched his wife masturbate herself in that way. Clearly, if only judging her by her erect nipples and her masturbating herself, he had sexually aroused his mother. With her rubbing her thighs together faster, he continued fingering, pulling, turning, and twisting her erect nipples.

"Tell me, Mother. What would you do to me, if I sexually aroused you," he asked while continuing to pull, turn, and twist her erect nipples?

# # #

Breathless now, as if she was hypnotized, she gasped while finally exhaling a big, sexually excited breath.

"Oh, David. You've making me so horny. If you continue fingering my nipples, I'd want to see your prick, my son's prick. I'd want to stroke your prick. Depending how horny I am, I may even suck your prick and allow you to cum in my mouth, all over my face, in my hair, and across my naked breasts. Depending how sexually turned on I am, I may even fuck your prick and allow you to cum in my pussy," she said.

David let out a sigh of sexual excitement.

"Oh, mother," he said taking her big tits in his hand and squeezing them. "I'd love to have incestuous sex with your naked body. I'd love to finger your pussy while licking your cunt. I'd love to give you an orgasm with my fingers and tongue. I'd love to make slow love to you before fucking you hard and fast. I'd love to give you a second orgasm with my cock. I'd love to cum in your cunt, Mother," said David.

Mary brushed her son's hand away from her naked breasts and covered her tits with her hands.

"Oh, my God, what's gotten into me? I can't believe I confessed all of that to you. I'm so very embarrassed," she said turning a bright red. "Please forgive me for sexually encouraging you instead of discouraging you. I'm sorry but we can't have sex. Please forget that I even said all of that."

David laughed a sexy laugh.

"There's nothing to be embarrassed about and there's nothing to forgive, Mother," he said lifting the back of his mother's skirt to her waist to expose the rest of her white, panty clad ass.

He felt her round, firm ass through her panties. Then, he slid a slow hand up and in between his mother's shapely legs. Not stopping there, especially when she didn't stop him, he slid a slow finger along her panty clad pussy slit and traced her pussy slit again and again. Then, he cupped and fingered his mother's pussy through her panties.

"Oh, David," she said squirming.

Taking that as his invitation to continue to masturbate his mother, he continued fingering her pussy through her panties.

"I'm here to make you feel better, Mother."

While exposing her naked breasts to him again, she turned to look at her son again while biting her lip with a face full of sexual arousal.

"If you really want to make me feel better," she said with a long pause while biting her lip. "Take off your pants and show me your naked prick. I want to see your penis. It's been such a long time since I felt a hard cock in my hand," she said moving to her side to watch her son undress. "Show me your cock. I want to see it. I want to hold your erect cock in my hand."

David stood, removed his pants and underwear, and moved next to his mother. As soon as he did, not having to force his mother to take him in her hand, she reached out her hand and wrapped her long, manicured fingers around her son's erect cock. She fingered the head of his naked prick.

Then, obviously wanting to sexually excite him in the way that he sexually aroused her, she slowly stroked him. His mother was stroking his cock, he couldn't believe his mother was stroking his erect prick. Obviously, with her stroking him faster and harder, she was masturbating him. Obviously, with her continuing to stroke him faster and harder, she wanted him to cum. She looked up at him with her big, brown eyes while stroking him faster and harder.

"Would you like Mommy to masturbate you," she asked sexually teasing him while staring up at him with her big, brown eyes and with his erect prick in her soft hand? "Would you like Mommy to make you cum," she asked while kissing and licking the head of his engorged prick?

He looked at her with shocked, sexual excitement. The sexual seduction of his mother was too easy. Going from her removing her blouse, to him massaging her back while feeling her tits, now she offered to make him cum. A long-time sexual fantasy since he turned 18-years-old, he always wanted to have sex with is MILF of a mother. Now, thirty-years later, his sexual fantasy come true, he was having sex with his mother.