Of Mothers and Milfs Pt. 01

Walt watched her face until her eyes opened. She looked up at him and smiled. "Oh, honey," she whispered through her gasping breaths, "oh my god." Her hand found his rigid cock again and held it, caressing its tip with her thumb. "Oh my fucking god...thank you."

"Mom," Walt said grinning, "you said fuck."

Emily grinned back. "I did didn't I? See what you're doing to me?"

They lay quietly for a while, smiling at each other, Walt's hand resting on her abdomen, hers caressing his penis.

"Walt, honey, that was unbelievable...you seem to be a natural," Emily said. "But I think

I should return the favor...would you like that?"

Walt merely grinned as Emily sat up.

"Lie down."

Walt lay back and watched as she scooted down the bed nearly to the end then straddled him with her legs. He wondered what she was going to do—she was too far down to lower herself on his erection. He watched with amazement as she lowered her head and jerked as he felt her tongue touch the tip of his penis. His startled mind surged with anticipation.

Then Emily's mouth closed over his cock and he felt her warm lips and tongue caressing it.

"Aaaaah..." he moaned. And then she lowered her head and her mouth fully engulfed his cock. She held it there, her lips closed tight around its base, her warm mouth wet and silky, her tongue stroking the length of it. Walt remembered the first time his penis had been in a girl's mouth—Steffi Conzen had tried it after the senior prom, sort of, but it was nothing like this and he had never felt or even imagined anything like it. Then Emily's mouth was moving up and down on him and he closed his eyes and arched his hips to embrace the indescribable pleasure. To Walt the exquisite eroticism of the moment was heightened by the sheer forbidden nature of his erect penis moving in and out of the welcoming mouth of his prim and proper mother. The warmth and wetness and caresses of her mouth and tongue began to stoke the volcanic fire smoldering in his loins.

"Oh god, Mom..." he groaned, "I'm going to..."

Emily took her mouth off his penis and looked up at him.

"Not yet...just hold on a bit," she said, then moved up until she straddled his hips. She reached down and took his penis in her hand and guided Walt's erection to the sweet spot between her legs. She slowly lowered herself on his rigid penis until it was deep inside her. She smiled down at him then put her hands on his chest and began moving up and down on his cock, now made slick by the creamy evidence of her orgasm.

"Mmmm...honey," she murmured. "You feel so good."

Walt watched his penis going in and out of her, bewitched by the breathtaking eroticism of it.

"Jesus, Mom...Jesus..." he said hoarsely. He took her head in his hands, pulled her down to him and they kissed passionately, their mouths open, tongues energetically caressing each other.

After a few minutes, Emily stopped moving and sat upright and still, fully impaled on Walt's erection. She looked down at him, took her breasts in her hands and rolled her nipples with thumb and forefinger. She smiled at him and held her hands out, and when he took them she pressed them to her breasts. Walt knew what she wanted him to do so he held the small upright breasts in his palms for a moment, then rolled the long pink nipples with his fingers.

"Mmmmm..." Emily murmured. "so good..." She began moving her hips forward and back, the walls of her vagina sliding over Walt's slippery cock.

"Ohhhh..." he breathed, "ohhh my fucken god..." and his volcanic fire grew more urgent.

"Aaaah...mmmm..." Emily moaned and her thrusting became faster.

"Oh god Mom...oh god...I'm..." Walt yelled.

Walt's imminent climax seared through Emily's mind and body. She arched backwards, head back, her mouth open.

"Oooh—aaagh..." she gasped, as another orgasm exploded in her body. "Oooh— aaagh...aaaaagh!!!"

Walt felt the intense shuddering of Emily's body against him and her vaginal muscles spasmodically clenching his penis, and the volcano in his loins could no longer be denied.

"AAAAAAARGH..." he roared as his hips lurched upward and volcanic fire exploded from his penis, sending fiery blasts of semen against her cervix.

"AAAAARGH... AAAAAAARGH!!!"

Emily collapsed on Walt's chest and he wrapped his arms around her. The lay silently as their racing hearts and panting breaths slowly subsided.

"I love you, Mom," Walt whispered. "I can't tell you how much I love you."

Emily's heart soared from the sheer joy of the words.

"Walt, love..." she whispered in his ear. "Nor can I."

Emily opened her eyes. Bright sunlight streamed through the window. As she shook the sleep off, the events of the morning came back to her. She heard Walt's low breathing beside her and turned toward him. He was sleeping peacefully, his face seeming to radiate happiness. She gazed at him, feeling a happiness and contentment that had long been absent from her life. After a while she glanced at the clock by the bed.

"Walt...Walt," she said softly, stroking his cheek.

His eyes opened and he looked at her, and smiled.

"Mom?"

"We fell asleep. It's after one. I don't know about you but I'm starved."

"Yeah, me too."

"How about we go to Laghetti's and have pizza?"

"Sounds great."

When they arrived the lunchtime rush was over and there were few diners left in Laghetti's. They sat at a booth off to the side near the front window that afforded some privacy. After some lively negotiations they settled on a large half-mushroom and green peppers and half-pepperoni and anchovy pizza, and Ceasar side salads.

After the waitress left, they sat in silence for a while. Walt was puzzled—Emily usually welcomed the opportunity for conversation with him. He looked at her. She had a far-way look on her face as she gazed out the front window of the restaurant. To Walt, the look seemed to suggest a dreamy—for lack of a better word—a dreamy pensiveness. What's she thinking about? he wondered.

"Mom...are you okay?"

Emily looked at him, returning from wherever her mind had been, and smiled.

"I'm fine. Why do you ask?"

"Well, umm...you had a strange look on your face."

'Oh...yes...I was thinking about something...something I would like to ask you."

"Okay," Walt answered, more curious than worried now.

"I don't know if you can fully answer this, or even want to, but here it is."

Walt waited, with curiosity and still a little worry. When Emily began, she spoke slowly and thoughtfully, sometimes looking off into space, choosing her words carefully.

"It's about this summer. So much has happened. We're no longer the people we were last May. Not only us, but Amy and Charlie too." She paused and looked at him. "And it's because of you and Charlie."

Walt's face clouded a little as if this worried him. Emily reached across the table to take his hand.

"I would like for you to tell me why you two decided to do this. I know you did it for Amy and me, but it's amazing to me that two young men, fresh out of high school, their lives ahead of them, would devote themselves to their mothers the way you two did. So...Walt honey, how did this come about?"

Walt's relaxed a bit and started to consider what to tell her...or more importantly, how much, if anything, of his and Charlie's initial motivation. Our intentions weren't as pure as she thinks, but should I tell her that?

Emily watched him and saw his brows furrow and a somewhat stressed look flicker in his eyes.

Should I tell her the truth? That we wanted to...to fuck them...both of them. It's embarrassing. But he knew he would. He wanted there to be no secrets between them now. He wanted to be open and honest about everything—it was the only way to keep and hold the closeness and intimacy they now had. He took a deep breath and looked at his mother.

"I don't really know how to start. It's a little embarrassing."

"Don't worry, it'll be alright."

"Okay. Remember the pool party after Charlie's last baseball game? After everybody had gone and you and Amy were out by the pool in your...in your bathing suits."

"Sure," Emily said, curiosity sneaking into her voice.

"Well, Charlie and I were up in his room and we saw you down by the pool. And we thought...we thought..." Walt hesitated, worried about her reaction to what he was about to say.

'You thought what?" Emily's voice was gentle and reassuring.

"We thought how beautiful both of you were...beautiful and sexy."

"You thought us beautiful...and sexy? Your two old mothers?"

"First of all, you're not so old...but yeah, we did...and you are...and I'm sorry, Mom."

Emily frowned then smiled. "Don't be. It's flattering."

"So we decided to join you in the pool. The chicken game was Charlie's idea. I didn't even know he was going to suggest it."

"Ahh, the chicken game." And Emily was suddenly back in the pool, up on Walt shoulders, and Charlie's. She felt the muscle and sinews of his body between her thighs and against her pelvis, the disconcerting shivers silently creeping through her body, and Charlie's bold caress of her thigh. And she recalled both boy's delight when Amy emerged from the water with bared breasts. As she dwelled on these memories, she felt a disconcerting tingling in her loins, and she was sure she was starting to blush. So...they thought we were sexy and then started a game that required a lot of physical contact. And she sensed there was more that Walt wanted to tell her, but was still hesitant.

"Why do you think he suggested it?"

Walt lowered his head and took a deep breath, then lifted his head and looked her in the eye.

"Okay, Mom...here it is...the truth. It's kind of embarrassing and might make you angry..."

He's very nervous about whatever it is he's about to confess.

"Walt, honey...after everything you've done for me this summer, and everything Charlie has done for Amy...I could never be angry with you. So it's okay."

Walt smiled weakly.

"We wanted to sleep with you...both of you...we wanted to be your lovers."

Walt sighed with relief that he had gotten it out. They sat in silence for a while, gazing at each other.

"So that's why—" Emily started to say.

"No!" Walt interrupted emphatically. "That's not why we did everything."

Emily was surprised at this and waited for Walt to continue.

"We started making a plan but decided almost immediately that trying to turn you and Amy into sex objects would be wrong and we would just be selfish jerks in trying. So we talked about you two a lot. I told Charlie about Dad and Malcourt and how life has been so shitty to you, and Charlie told me about his asshole of a father and how shitty he was to Amy, to both of them. The more we talked about you, the more we began to understood you...and so we decided we wanted to help...ummm, you know, help you to..."

"Heal?"

Walt nodded gratefully.

"So that's why you asked what things we had always wanted to do but never did...and why you did everything you could to make those things happen, to make our lives better...why you pushed us to...to..."

"Reengage in life."

"Yes, start living again," Emily whispered softly, and Walt saw her eyes brim with tears.

"And it worked, Walt. You guys did it. I'm the happiest I've been since Jim died. We danced the summer away, you choreographed a dance routine and we performed it in front of an audience, we learned to draw and cook Chinese food, Amy started working out... .and then she jumped out of a damned airplane..." Emily's voice trailed off and she glance at Walt with a quick shy smile.

"And you fell in love with me. And Charlie with Amy?"

"Yeah. Charlie hasn't said so exactly but I'm pretty sure he has."

Emily knew there was still more—all the slow dancing to love songs under the moonlight, Walt and Charlie wanting to dance with both her and Amy; all the passionate kissing of both of them that Walt had scripted into the recital, kissing that had to be rehearsed many times; and Charlie caressing her thigh in the pool. She was unsure if she should probe further, but in a few moments she decided to do so.

"Walt...do you have feelings for Amy?"

He smiled weakly. "Yes. I...uh...love her too, though not the same as I love you. I love Charlie too, like the brother I might have had if Dad hadn't died. It's like we're a family."

Emily smiled. "I feel the same way. I love them both."

The waitress arrived with their pizza and salads. "Enjoy," she said, "do you need anything else?"

"No, we're good, thanks," they both said.

"This pizza's really good,' Walt said taking his first bite. They ate in silence for a while, enjoying the food. Emily finished a slice of pizza and looked at Walt.

"Walt, you don't have to answer this, but there's something else I would like to know. You and Charlie's original idea was to...to make love to both of us. Amy's a very attractive woman so that's understandable." Emily paused for a moment. "Do you still see Amy that way?"

Jesus, thought Walt, what the fuck do I say? But he knew he did want to have Amy as a lover and if he denied it to Emily, any chance of him ever doing so, or of Charlie making love to Emily, would disappear. Plus he wanted to be honest with her. I'll tell her, and if she disapproves, that'll be the end of it.

Emily saw the consternation on his face. "It's okay if you do, in fact, I would be worried about you if you didn't."

Walt grinned in relief. "Yes, I do."

They ate the rest of their lunch largely in silence and when they did say anything, they didn't revisit the topic. Emily was absorbed in thought about what the things Walt had told her meant for the four of them. We're like a family, he said...but maybe he meant more like a polyamorous marriage.

Back at the house, Emily dropped the keys on the kitchen island, turned to Walt and put her arms around his neck.

"Let's go upstairs," she whispered in his ear.

Walt smiled and started to kiss her but she pushed him away.

"Ugh...anchovy breath," she said turning toward the stairs. "Go brush your teeth...then join me in the shower."

Walt grinned in delight and followed her up the stairs, admiring her cute little jeans-clad butt. He went into his bathroom and looked at himself in the mirror as he brushed his teeth, wondering what Emily thought about his confessions to her and his desire to sleep with Amy. She hadn't really shown any reaction, positive or negative. Am I crazy? he chastised himself. I'm in love with Mom and I'm in heaven sleeping with her, and I told her I want to fuck Amy...what the hell?

His brushing complete, Walt stripped off his clothes and headed for Emily's bedroom. He heard the shower running through the open bathroom door and as he entered he could see her hazy shape through the frosted shower door, washing her hair. He slid the door open, stepped into the steamy enclosure and put his arms around her waist.

"Hi, sweetie," Emily greeted him and leaned back into his embrace. She continued to gently massage her hair as she nestled against him and soon felt his hard penis against her buttocks.

"What's that, little one?" she chided. "You know I'm your mother don't you?"

Walt laughed and pressed the proof of his manhood harder against her.

"Little one?" he asked, moving his hands up to cup her breasts. "Does that feel little to you?" Tweaking her nipples, he moved his hips from side to side to, caressing her bottom cheeks with his rigid cock.

"Mmmm...I don't know," she replied, "I need to examine the evidence a little closer." With that, she leaned her head forward into the cascade of hot water to rinse the shampoo from her hair. As she did so, Walt reached down and positioned his cock along the crevice between her cheeks and began sliding it up and down along the sweet valley.

Emily leaned over and picked up the body wash. "Here," she said, removing his hand from her breast. "Will you wash me?"

"Are you kidding?" Walt chuckled and held out his hand. Emily squirted body wash into it and he began to wash her with slow gentle strokes. He started with her breasts, taking his time to ensure that the firm pale mounds and erect pink nipples were completely clean.

"Ummm..." Emily quietly murmured.

Walt's hands traveled over her body, sparing no part of it—her slender neck and shoulders and arms, and her flat stomach. His fingers softly rubbed her mound of venus and shampooed its covering of fine long hair.

"Ummm..."

"I need more soap, Mom," he said and held out his hand. She filled it and he went down on one knee and washed the front and sides of her hips, and the outer curves of her buttocks. He encircled one leg with both soapy hands and washed it down to the foot. Then up the other leg, caressing and washing. Emily's body was trembling now and it tingled with growing heat.

Then Walt's hands came to where her thighs flanked the slender lips nestled between them. He rested them there for a moment and Emily felt their warmth between her legs. Then she felt his hands move to her buttocks and caress them with a soft soapy touch.

As with her breasts, Walt devoted great attention to making sure the cheeks were clean, taking his time, running his hands over them and trailing a finger through the valley between them, lingering a bit at her pink puckered anus, and grazing the soft velvety skin between it and her labia. Finally he stood up and turned her around.

"Only one place left," he said, smiling. "I saved the best for last."

Emily smiled back. "I'd like that...but not on the inside."

Walt put a little dab of soap in his palm and spread it around with his other hand. He grinned at her then reached down between her legs and gently rubbed his hand over her labia, around, and up and down over the delicate lips. Emily closed her eyes as more tingling pleasure spread through her loins. Walt watched the lips move under his hand, affording him an occasional glimpse of their pink interior. But he was eager to move on to the bedroom and soon said "Hand me the water, Mom, it's time for a rinse." And Emily took the nozzle down and handed it to him.

"Back first," he said, turning her around. He began rinsing her, rubbing his hand over her soapy body as he sprayed it with the flowing water—her back, her cheeks and the cleft between them, her legs, her feet. Then he turned her around and being careful to avoid spraying her sensitive spots directly—rinsed her chest, breasts, abdomen, hip, legs, feet.

"Umm, you missed a spot," Emily said.

"No, I didn't," Walt replied and sprayed water on her stomach so it ran down over her pubic hair and labia, running his hand over them at the same time.

"Walt dear," Emily said. 'Make sure no soap got up inside me."

He looked at her and grinned. He put the nozzle back on its bracket, turned her to face the cascade of warm water and adjusted the flow so that the water ran down over her pubic mound and her vulva. He brushed his hand over the labia several times then ran his fingers up and down the fissure between them.

"Mmmm..." Emily murmured as he put his middle finger between the delicate inner petals and gently moved it up and down. Then he pushed deeper into her vagina and caressed its warm interior, it's smooth slippery walls.

"Oooh!" Emily gasped when he touched the sensitive area behind her clitoris. "Ohhh god Walt...ohhh," she moaned and closed her hand around his erect penis.

Walt could feel the tension building in her body as he caressed her. He withdrew his hand and brushed his fingertip over her pubic hair, over the clitoral shaft that he could feel beneath his fingers.

"Mmmm...mmmm," he heard, then slipped his finger into her again, to the little pearl that had emerged between the lips. He massaged it gently, his finger moving in circles over it, then up and down, his finger moving in and out of her, its upper surface sliding over the swollen globe.