While Holly handed a credit card to the stewardess, she leaned in to Carl, brushing him gently with her breasts. Carl was overwhelmed by the sensation, and concentrated hard in order to burn the image of his mother's hard nipples into his brain. His cock was threatening to cut a hole through his pants, and he felt deep in the base of his cock the semen pooling and preparing to shoot a massive load into his pants. He had never been so turned on. Nor had he ever been less able to do anything about it.
As Carl opened his eyes he saw his mother had allowed the blanket to stay on her lap while she poured herself one of the wine bottles. Her turgid nipples were right there, almost beckoning him to stare at them. By now his shame eased some, but his lust remained. His mother's nipples were right out in the open, for him to see and to admire. And it showed that his mother was sexually aroused. What could have caused her to be so turned on? She wasn't turned on until they sat down in their seats. It must be that she saw his erection and after the initial shock she started to get turned on by the thought of her son. Carl wondered if her pussy was wet. He wondered what her pussy looked like. He wondered what it tasted like. And somewhere deep in the back of his mind, he wondered whether this trip with his mom might end up with him finding out.
"The stewardess is very pretty," said Holly quietly. She didn't want to be overheard by the other passengers.
Carl nodded. His eyes were once again drawn to his mother's breasts. Both of them now strained against the fabric of her shirt. One of the nipples was nearly exposed, as Carl could see the pink of his mother's areola. He wondered if she might be exposing herself to him on purpose. But then he realized that the air in the airplane was becoming hot and stuffy. Perhaps, he thought, his mother was becoming too warm to be covered by a blanket.
"Yes, she is really beautiful."
"She must be over forty years old," Holly said. "Just imagine, an older woman teasing a young man like you."
Carl saw his mother was smiling and realized she noticed the stewardess's teasing, and didn't mind. His cock jumped in his pants.
"I guess middle-aged women can still be aroused," Carl said softly, leaning in towards his mom and her almost naked breasts. He stared unabashedly.
"Yes. Yes they can," Holly said with a smile. She now knew her son could tell she was on fire. Her pussy lips were sliding against each other as she leaked her natural lubricant. She was reaching a point of arousal that she hadn't felt in years. She needed relief for her pussy, and she was beginning to not care that she was on an airplane and her son was sitting beside her.
Carl was warm, and removed the blanket. If his mother wasn't shy about her aroused nipples, he didn't need to hide his erection.
Holly looked at Carl's cock openly now. It was clearly outlined against his pants, running down his thigh and towards her. It looked to be of a fairly substantial size. Holly had the perverse idea of running her hand along its length. She wanted to feel again how hard a young cock can be. She quickly tried to put the idea out of her mind. But it didn't work and she continued to stare at her son's penis.
Well aware that his mother was staring at his prick, Carl made his cock flex against the fabric. A small circle of precum stained the front of his pants. Holly involuntarily responded by leaking yet more fluid through her enflamed pussy lips.
"What causes a middle-aged woman to become so aroused, do you think?" Carl asked.
"I think that the stewardess might have seen a sexy young man who was so turned on he was about to cum in his pants," Holly whispered in Carl's ear. As she did so, she pulled her shirt aside and took a nipple in her fingers, rolling it back and forth.
Hearing and seeing this, Carl's cock spasmed again, and the circle of precum grew wider.
"Mom, I need to cum," Carl whispered plaintively.
Holly thrilled at hearing her son call her mom, and hearing him follow it up with such a nasty thing to say. She was way out of line, on a commercial plane, tits hanging out, barely resisting the urge to grab her son's hard cock and make him spurt. But the thought of making her son come, letting him release his pent up energies in a spurt of white goo, had overwhelmed her rational thought processes.
She sucked her sons earlobe seductively, savoring the pressure in her pussy and knowing now that she would soon see her son release his load of cum, consequences be damned.
Holly pressed the button to summon the stewardess. While they waited for the stewardess to arrive, she decided to tease her son some more.
"Does mommy make you hot?" Holly hissed in her son's ear. As she spoke she slipped her left hand into her pants.
"You've been sneaking looks at mommy's breasts and now you're turned on. Isn't that right, naughty boy?"
Holly reached over to her son with her right hand and slowly unzipped him. She reached inside the opening and pulled her son's magnificent cock out into the open.
Just then, the stewardess arrived.
"Is everything alright?" she asked. As she asked, she could see mother and son were on the verge. Holly's hand was deep in her pants, rubbing her clit. And Carl's cock was leaking precum and practically trembling with excitement. It was a beautiful specimen. It looked so big and angry, ready to explode at the slightest stimulation.
"Ah, I see. Let me help you with that," the stewardess said.
Holly looked on as the stewardess held her son's cock, and pressed her breasts against her son's face. Then she slowly stroked up and down, dragging her palm over the sensitive head of Carl's cock at the top of each stroke.
After five slow strokes of his cock, Carl's cock ejaculated a thick ribbon of jism, which hit the back of the chair in front of him. Several more volleys of the white goo went airborne and fell somewhere on the floor or the bottom of the seat. Then his cock continued to pump fluid which gathered on the hand of the stewardess as she squeezed the young man's cock.
"Come for mommy," whispered Holly.
As she watched, Holly's fingers moved against her clit, driving her towards her own orgasm as she watched her son's. When she finished climaxing, she shoved two fingers deep into her canal and felt her vagina's spasms squeeze her fingers.
The stewardess brought her hand to her mouth and licked the cum stuck to her palm. She displayed the pearly liquid on her tongue as she made eye contact with Holly. She then did it again, managing to clean the majority of Carl's spunk from her hand.
"Is that better?" She asked, in her cheery stewardess voice.
"Much better. Thank you," Holly replied, her fingers still buried in her cunt.
After stewardess walked away, Carl and Holly looked sheepishly at each other and zipped up their pants.
"Oh my god," both Holly and Carl thought to themselves. "What have we just done."
Holly woke up with a start. She rubbed her eyes and smelled herself on her hands, reminding herself of how she just frigged herself on a crowded airplane. What had she done? She was a normal, responsible single mother who, before today, had a normal, loving relationship with her son. She felt ill as the events of the day ran through her mind, and she considered how she had acted in front of her son. She winced as she remembered the specific words she said to him as he shot his wad.
As they de-boarded the airplane, Holly remained aloof. She didn't even notice when the stewardess gave Carl a hug and a kiss as they were the last to file out.
At the Atlanta airport people were staring at Holly's unconstrained breasts, but she hardly noticed. Instead she found the first free seat and sat down, looking out the window with a blank stare.
Holly looked up when Carl returned. He gave her an oversized hooded sweatshirt with a baseball team logo. Holly smiled graciously and put the sweatshirt on.
"Mom, lets go find the rental car place," Carl prodded, and took her hand to lead the way. Holly listlessly followed.
Holly continued to go through the motions while Carl took care of their arrangements until they pulled into a chain restaurant.
"Mom. You seem like you've had a hard day, so I didn't think it would be a good idea to try to make the drive out to grandpa's place tonight. I got us a room at a hotel chain here in Atlanta, but we should get something to eat first."
Holly realized then that her son seemed perfectly fine. She was wracked with guilt over the harm she had caused him. But maybe she hadn't caused him any harm. Maybe it was her that was harmed. After all, he seemed to be dealing with things much better than she was at the moment.
Holly perked up some and ordered a mixed drink. She hardly ever drank hard alcohol. But she hardly ever masturbated in front of her son, either.
After placing their drink orders, Carl asked, "Mom, what happened back there with the security officer?"
"The security guard wanted to see me naked, I guess."
Carl rankled, "He made you get undressed?"
"Yes Carl. He made me take off my bra and he felt my breasts."
"That's outrageous! We should sue. Why didn't you tell me! I would have beat the shit out of that little creep."
It made Holly feel good to hear her son's reaction. Maybe she should have put up more of a fight. She liked hearing how offended her son was by the security officer's violation of her privacy.
"That's not all. He also made me pull down my pants."
"WHAT?" Carl hissed. "Did he, umm, touch you?"
"Yes he did. He inserted two fingers, into, my anus, and, umm, he moved them in and out for a bit."
Carl sat with his mouth agape. He couldn't believe that that jerk would do that.
"Are you ok?" Carl asked.
"I'm fine. His fingers weren't very big. And, besides, it's been a while, but those fingers weren't the first thing I've had up my rear."
Just then their drinks arrived. Carl took a deep swill from his beer. And Holly took an even deeper swill from her gin and tonic.
"Mom, I just want you to know I'm very sorry for my behavior on the plane. I should never have looked at your, umm, breasts the way I did. And, as for what else happened, I didn't mean for any of that to occur."
"Oh honey. None of that was your fault. It's only natural for a young man to react that way when confronted with exposed breasts. Even if it is your mom's breasts."
Carl struggled to come up with a response, so Holly tried to add something to stop the silence.
"I guess if you believe what Freud says, maybe sons may be especially interested in their mom's breasts."
Holly had only intended to try to make Carl feel okay about his reaction, but she unintentionally guessed that Carl maybe had a more than passing interest in her. Carl's face went beet red and he gulped heavily from his beer.
Holly, too, realized her drink was nearly gone. She flagged the waitress and ordered another round.
"All I mean is, accidents happen. I don't blame you for any of it. It was just an unfortunate incident and I hope we can put it behind us," Holly said.
"Yes, mom," Carl responded, as if his mom had given him an order.
"Not that you should feel bad about it. After all, that stewardess was a pretty nice catch, and she certainly took a liking to you, young man."
"Haha, thanks mom. She was definitely hot. I've never had a woman that hot touch me before."
"Oh, come on. I'm sure you've had plenty of co-eds lining up to 'touch you,'" said Holly incredulously. The drink was starting to get the best of her.
Again. Carl just blushed and looked down at his rapidly disappearing second drink.
"You mean, you've never gotten a handjob before today on the airplane?"
Carl shook his head no.
"My goodness. I had no idea, son."
Carl continued to stare at his drink.
"Have you never been with a woman at all?"
"I made out with some girls in high school, but I never got anywhere past first base. And since I've been living at home while going to college, I haven't exactly been a hot ticket."
"Oh, honey. I had no idea," Holly said, her head swimming with alcohol. "I mean, its no big deal," she said, recovering and trying to not make her son feel bad.
"I just feel bad for those girls who are missing out on your big cock."
"You really think my cock is big?" asked Carl.
"Yes, well, I mean, you have a very nice cock is what I meant. And I think the stewardess agreed," Holly said, flashing her son her pretty smile.
Their food arrived and Holly ordered another round of drinks. She felt so much better talking openly, and she knew it was because of the alcohol.
"Thanks, mom. That means a lot."
"You just have to have a little more experience and you'll have the confidence to bag more chicks than you can handle. Trust me."
Carl wanted to ask how he would get that experience, but it seemed awfully forward. Still, he was enjoying talking about sex so he changed the topic.
"What were you doing, umm, with your fingers on the plane?" Carl asked, although he knew exactly what she had been doing.
"Masturbating!" Holly said, and then realized she may have spoken too loud.
"Son, I was touching my clit and vagina to give myself an orgasm. Don't you ever masturbate?"
"I do. I just didn't know exactly what you were doing."
"Yes you did, you stinker. You knew what I was doing. Remember, I know you have a laptop computer, and I'll be damned if you've never pulled up a video of a girl jilling herself off. You just wanted to hear your poor old mom admit to masturbating, didn't you?" Holly smiled accusingly.
"You're right. I've seen a woman masturbate. Just not live and in person I guess."
Holly said nothing.
"And I guess, it's just that, well, you were right," Carl said.
"Right about what?"
"Well, right about Freud or whatever. With you sitting there rubbing your nipple, and with your breasts hanging out, I just, I've never seen such a pretty sight in my life."
"Oh honey, that's sweet of you to say."
Holly didn't know what else to say. But she did know that her pussy was feeling particularly moist. And she was pretty sure she knew the state of her son's cock.
The two finished their meal quickly, and headed to the rental car. Holly knew they were both too drunk to drive, but the hotel was just on the other side of the parking lot, so she let Carl drive.
In the hotel room, Holly looked around and asked where were her bags.
"Don't you remember, mom? The airport said they lost our bags, and that they will have to deliver them. You must have been in a real daze."
"How will they deliver them? We're driving four hours tomorrow to get to your grandpa's town."
"I don't know. At the time, neither did you. It was all I could do to get us a rental car and a hotel room. I have the number of the airline, if you want to call."
"What am I going to wear?"
"I have some t-shirts you can wear. I didn't pack any women's clothes, though."
Holly sighed. She had only her sweatshirt, tanktop, undies and pants. And her undies had already been soaked in lady-cum once that day.
"Let's just get some sleep and work things out in the morning," Holly said. As she did so, she looked at the single king size bed in the room.
"Sorry mom. They had no more doubles. King size bed was the best I could do. There is plenty of room for both of us."
"No big deal. And if I decide to masturbate, I guess I've already shown no need for privacy on that front," Holly joked.
Carl's eyes went wide.
"I'm kidding son. I don't plan on doing any more masturbating in front of you."
Carl's face went crestfallen.
Holly noticed also that his cock formed a big lump in his pants, evidence of a large boner which she guessed he'd had ever since the restaurant.
"Don't look so disappointed. I certainly don't mean to say you can't masturbate if you need to," Holly said, looking in the direction of her son's crotch. "And it appears that you may need to!" she said with a smile.
After that, Holly took off her sweatshirt, pulling off her tanktop as well. She also slid her pants off, and stood in front of her son in only her cum-stained panties.
"And if you need some visual stimulation, like on the plane, well, I may be able to help on that front too," Holly said.
Holly walked past her son and brushed her left breast against his side. She then walked wickedly into the bathroom to brush her teeth, but left the door open.
Holly looked in the mirror as the motion of brushing her teeth caused her breasts to jiggle slightly. She also noticed that her son stood staring at her in the mirror, his cock pressed painfully against the front of his pants.
When she finished brushing her teeth, Holly pulled down her panties and sat on the toilet to pee. Her son remained a statue in the other room, frozen by his mother's nakedness.
Wiping herself, Holly noted that her pussy lips were coated, as she was incredibly turned on. Maybe she had been too hasty in saying she would not be wanking one out tonight. First things first, she thought, and she decided to take a quick shower.
Holly left her panties on the floor of the bathroom and left the door open as she jumped in the shower and soaped herself up. She paid particular attention to the area between her legs, as well as her stiff nipples.
But she finished quickly, dried, and went to the main room. Her son had barely moved. His eyes quickly focused on his mother's neatly trimmed bush, and the inner pussy lips which protruded visibly.
"Like what you see?" Again Holly brushed past her son, with a maximum of "incidental" physical contact.
"Don't just stand there. Brush your teeth and come to bed honey. It looks like you have something you need to take care of to get a good night's sleep."
Carl brushed his teeth and returned to the room wearing only his boxers, which did a hilariously poor job of containing his fully erect cock.
"Honey, if I don't get to wear underwear, do you really think it's fair that you should?"
Carl pulled his underwear off and stood with his erect cock pointing straight at his mom. She lay in bed like some movie starlet, but with the sheets only covering her hips and leaving her breasts lying deliciously on her chest.
Carl took in the sight. His mother's pink areolas framed her sizable nipples, and capped breasts which had a beautiful combination of heft and perkiness. Although his mother didn't have washboard abs, the soft curves of her belly suggested a mature sensuality not seen in twenty year old bodies. Carl's cock couldn't get any harder.
For her part, Holly harkened back to the sensation of cool sheets and the excitement of the advance of an unfamiliar lover. She stared down her son's cock, its purple head looking at her like some sort of snake ready to attack. A chill went up her spine, and a hand moved towards her pussy.
"Come to bed, honey. We'll make sure that problem of yours gets taken care of."
Hearing her son address her as mom as his hugely enticing cock pointed straight at her drove Holly wild. She drew a finger between her pussy lips under the sheet, spreading her silken sex juices up over her clit.
"Honey, I'm so glad you came along to help me on this trip. You've shown yourself to be a real man, in more ways than one. Any woman would be proud to share a bed with you."
"Umm, thanks mom."
"Tell me what I can do to help. I want to make sure that you have just as good of an orgasm as you had on the plane. You've earned it."
"Well, on the plane, mom, umm, well you were masturbating too."
"I know I told you I wouldn't be masturbating tonight, honey. But I lied. I'm masturbating right now. I'm rubbing the lubricant from inside my pussy on my clit, and I'm sliding my fingers over my clit. See?"