Stood Up, Up To The Hilt

This is a work of fiction. All characters portrayed are over the age of eighteen

Stood Up. Up To The Hilt.

A bunch of my workmates had chipped in to take me to a nightclub to celebrate my nineteenth birthday, and although clubbing wasn't really my thing, I had gone along, to avoid seeming ungrateful. We had only been there a short time when this chick about my age breezed in, with legs up to her armpits and dressed to kill in a short skirt that scarcely hid her naughty bits, and tits to die for, under a blouse that struggled to to cover her nipples. After a glance around, she made a beeline for our table, grinning as she greeted each of the gang with a kiss, before planting a real hair raiser on my lips.

"Who's the newcomer?" she asked, studying me. When they introduced me and explained the occasion, she smirked and planted herself on my lap. "Oh goody, I do like a birthday boy. Hi, I'm Connie, I'm part of the furniture around here. What are we drinking?" she asked, taking a sip from my glass.

Maybe it was my imagination, but she seemed to be coming on to me all evening, and despite the guys warning me that she was the biggest prick teaser since Delilah, fueled by booze I asked her for a date, which she surprised me by accepting.

Now, after a week of fighting my fantasies about Connie's endless legs, her luscious tits and my almost constant boner, I was chomping at the bit at the agreed meeting place, and wondering if my friends had been right about her, because although I had turned up half an hour ahead of time, she was already twenty minutes late.

I looked at my watch and snorted with a mixture of impatience and annoyance.. 'Another ten minutes' I thought, 'then I'm out of here.'

Almost exactly nine minutes later, I sighed with relief as she got out of a cab, showing a lot of leg, and a brief glimpse of tiny-red-pantied crotch before gaining her feet. I started towards her, fighting a growing boner, but to my dismay she brushed past me as if I wasn't there, and shoved her tongue down the throat of a guy about ten feet beyond me.

I wasn't exactly in the best of moods when I arrived back home, so I headed directly to my room. As I was passing Mom's room I heard her voice come through the partly open door. She sounded upset, so I peered in through the gap in the door. Sitting on her bed dressed in her ever present robe, she was holding a video conversation with Glenda who lived next door, and was a nutritionist and sometime personal trainer at the gym owned by her and her husband Steve.

"It's a vicious circle," Mom mourned. The more I eat, the fatter I get, and the fatter I get the more I eat. I can't blame him for leaving me. What man wants to wake up next to a whale?" She lifted her breasts. "I can't remember the last time anyone wanted to feel these, and It's even longer since anyone wanted to fuck me."

I didn't hear Glenda's response because I was tiptoeing downstairs, where I silently opened the front door and closed it with a loud slam, to warn Mom that I was home. What she had said was right, but only up to a point. She did eat too much, and she was overweight, but she was not as fat as she believed. Besides, although she had always been plus sized, rather than being the reason dad left three years ago, most of her excess weight had been gained since he left. There was no doubt in my mind though that his leaving was the reason she had let herself go more and more, until it reached the stage where she just moped around the house, no longer bothering to get dressed except to go shopping for food.

Without bothering to tread quietly, I went upstairs, feigning surprise when I glanced into her room and saw her sitting on the bed, her laptop now closed. She wiped away a tear as I sat beside her and put an arm around her.

"What's up Mom," I asked, already knowing the answer.

"Look at me," she sniffed. "I'm a mess. Who would want a pile of blubber like me?"

"I would Mom, I love you."

"Every son loves his mother," she sniffed again. She half turned away as I reached to put my other arm around her in a comforting hug, and my hand inadvertently landed on her breast.

"You're not a pile of blubber, you're my Mom, and I really do love you." I insisted, hoping she hadn't noticed. As soon as I said it I realised that I meant it exactly how it seemed, given the position of my hand.

She hesitated a couple of moments too long before she brushed my hand away. "No Billy, It's not right."

The frustration of being snubbed by Connie when I was sure I was on a winner, combined with Mom's hesitation and the soft warmth of her tit served to shake a couple of my marbles loose, and I slipped my hand inside her robe and cupped its twin. "What's so wrong about wanting to make my Mom feel good?" I asked, giving it a suggestive squeeze.

She hesitated again then grasped my wrist, but made no attempt to remove my hand. "That's my point. I AM your mother."

"Don't think like that," I urged as persuasively as I could, emphasising my words with a firm stroke, pleased to feel her nipple harden. "Think about what you need." I tweaked her nipple. "Think of how this feels, how it makes you feel, how you want to feel."

There was an appreciable silence, then she sighed and let go of my wrist. Elated, I worked on both breasts alternately until her breathing became a succession of gasps, then I pressed gently on her shoulders. "Let me see them." Again, she gave a helpess sigh and lay back, and opening the top of her robe, I stared at her superb jugs. Each enticing thimble sized nipple stood hard and proud on an areola that looked big enough to fill my mouth, and I lowered my head.

"I didn't say you could..... Oh God!" she gasped. Then she was holding my head, pushing my mouth from tit to tit and back again, over and over.

I fondled the soft mounds, and sucked greedily at her nipples for maybe five minutes, before sliding my hand down over the roundness of her stomach, then she tensed.

"Please Billy, no. Not there. Not my pussy."

Her protest was so weak that I was sure she would offer no resistance if I fucked her, but something about her tone told me it would be a huge mistake. She may welcome my cock, even enjoy feeling it inside her, but afterwards she may not only resent her weakness, but resent me even more for exploiting it, which was the last thing I wanted.

I stood up and looked down at her. "OK Mom, but remember I love you and no matter what, I'll always be here for you whatever and whenever you want." With a last lingering look at her well sucked nipples, I turned and left the room.

After tossing and turning for hours, thinking of what might have been, and glad I hadn't gone too far, I finally fell asleep, but a bursting bladder wpoke me as the sun was rising. I took a leak and rinsed my hands and face to freshen up, then peeped in on Mom. She didn't appear to have moved, still lying across her bed with her breasts bared, and staring unseeingly at the ceiling with eyes hollowed from lack of sleep. I sat beside her and took her hand. "I'm sorry about last night Mom, I was out of line."

She shrugged her shoulders without looking at me. "There's no undoing what's been done."

I reached out to pull her robe closed, but she must have misunderstood my intentions, because she took my hands. "Maybe you were right," she whispered. "Maybe this is exactly what I need." Putting my hands on her breasts she added, "Love them again." I hesitated a moment then started stroking, but she pulled my head down. "Suck them."

Seeing it as an opportunity to arouse her even more than I had last night, I set about sucking and fondling her tits with increased enthusiasm, and as she began to respond, I again slid my hand lower. I paused, anticipating another rejection, but her thighs parted, and I quickly opened her robe and knelt between her knees, staring at the plump pouting lips and the hard bud that seemed to beg for attention. It was the first real live pussy I had ever seen, but I figured I had watched enough online porn to have some idea of what women liked, and inhaling her exotic aroma, I dipped my head.

Mom flinched when my tongue touched her clit, then she began to gently undulate her hips, setting a rhythm to match my licking. When she started to cum I could no longer ignore my aching boner, and I stood up and pushed off my p/js, before kneeling again and taking aim.

"Please Mom," I begged. "I have to."

I don't know what I would have done if she had refused, but she looked at my hard cock and nodded slowly. "I know Billy. It's OK. You caught me by surprise last night and I wasn't ready. Now I am."

We both gasped as I pushed into her, and I shook my head in wonder. The number of times I had dreamed about what my first fuck would feel like as I watched porn on my computer couldn't even come close to the reality, and the magic her cunt was working on my cock, as her inner muscles flexed and rippled along my plunging shaft, was making it better by the second. We fucked steadily, treasuring every thrust until I couldn't hold back any longer, and I sent a hot stream of cum into her clinging depths, just as she reached her own peak.

She smiled contentedly as I pulled out. "Thank you Billy. Not for the fuck, although I didn't realise how much I needed it until you made me cum. Thank you for making me feel like a human being again. For making me feel wanted."

I lifted her legs gently on to the bed and helped her turn until she lay lengthwise with her head on the pillow. "I told you Mom, I'll always want you, no matter what. Not just for that. For being you. Even if we never do it again, that will never change. All I want is to have my old happy Mom back again, and I'll do whatever it takes." I pulled the bedsheet over her and kissed her chastely. "Now try to get some sleep."

Returning to my room, I lay with my eyes closed, replaying everything that had happened. Any reservations my Mom had had about the forbidden seemed to have vanished the instant she had recognised her need, and let my put my cock inside her wet snatch, and she had put everything she had into fucking and being fucked.

My own exhaustion finally caught up with me, and when I opened my eyes again it was eleven o'clock. I took a much needed piss and a quick shower, before donning a clean pair of boxers, then I went into the kitchen and made a plate of sandwiches.

Mom was just waking up as I took the food into her, and she smiled and sat up, allowing the sheet to slide down, and miscievously shaking her shoulders to make her tits wobble as I sat beside her. We had both missed breakfast, so we were too hungry to talk, but when we finished eating she lay back and kicked the sheet off, and patted the bed beside her.

I stretched out with my head on her breast, and she asked softly, "What now? Do we do it again or do you put it in my mouth?" I raised my head and looked into her face to see if she was serious. Her expressive smile convinced me, and it took me about a millionth of a second to make up my mind, but I made a show of thinking about it.

"We have all afternoon and tonight, so why not both?"

Her smile widened. "I was hoping you'd say that. Nothing says 'I love you' to Mr Special better than sucking his cock without him having to beg for it."

I thought 'Mr. Special' sounded quaint and old fashioned, but it made me feel good to hear her say it.

She turned top to tail beside me, and lay on her side facing me, her uppermost leg bent up at the knee so I see and reach her pussy, and when I slipped a finger into her she sighed with pleasure, leaning over and opening her mouth. I had lost count of the number of times I had fantasised about having my cock sucked, but I never in my wildest dreams imagined it would be as sensational as my Mom was doing it. Nearly all of my friends who had persuaded their dates to go down on them had said the girl had been reluctant, and wanted to get it over with as quickly as possible, but Mom seemed to want it to last forever. The way her lips and tongue worked up and down my shaft it felt like my mind would explode, and I finger fucked her furiously, casting my eyes around the room, trying to distract myself from the tightening in my balls. I managed to hold out for about ten or fifteen minutes before I sent a hot stream of thick love juice cascading down her throat, just as her orgasm struck.

"Oh God, that was the best!" she gasped, licking her lips. "We're going to have to do this more often." For the first time since Dad left she smiled with genuine pleasure. "I feel like some fresh air. Give me a chance to clean up, and we can go for a walk." She disappeared into the bathroom, and I went to get dressed.

Fifteen minutes later we strolled to a local park, where we spent a pleasant hour watching children on the play equipment, then Mom nudged me and grinned. "Let's go home. You owe me another fuck." If I had not had to match her pace, I would have broken records for covering the distance to home.

Needless to say, when we arrived we wasted no time in hurrying to her room and stripping each other, but just as I was about to push my cock into her waiting cunt, we were interrupted by a familiar "Rat-ta-tat tat" on the front door.

Mom cursed and reached for her robe. "Damn, that sounds like Glenda."

Grabbing my clothes, I bolted to my room and threw on my shirt and pants, descending the stairs just as Mom was showing our visitor into the living room. I did a quick double take. Glenda had obviously come straight from work, and was wearing only a leotard which flattened her tits, but clung wetly to a sweaty and perfectly formed cameltoe.

Taking a seat, she flashed me a wicked grin at the direction of my stare, then turned to Mom, suddenly all business. "Right, I spoke to Steve, and if you seriously want our help, it's yours, but I warn you it won't be quick and it sure as hell won't be easy. If you stick at it though, I promise you we WILL get results."

For more than an hour and a half she talked about what Mom could expect, although I suspected she was making it sound worse than it would be in reality. I only listened with half an ear, because all I wanted was for her to piss off so I could get into Mom's cunt, and Glenda herself didn't make it any easier for me. Maybe it was my imagination, maybe not, but every time I glanced in her direction, even though she never looked at me, she seemed to sense it and opened those long, oh so bare legs, just enough for me to see the inch and a half wide strip of fabric stretched tightly over her slit.

As soon as she left, Mom threw off her robe and leaned forward with her hands flat on the seat cushions of the couch. "I thought she would never leave," she gasped. "Quick, get it in me!"

Dropping my pants, I moved behind her, and dug my fingers into her dangling tits to pull her cunt onto my cock, fucking her as if it was the last screw I would ever get.

She gave a howl of glee and pushed back to meet me. "Fuck yes! Just what I need! Seeing you staring at Glenda's pussy was driving me up the wall. I swear if I hadn't been here she would have had you in her like a ferret in a rabbit hole."

I laughed at her analogy, and responded by thrusting more vigorously, until another load of my cum flooded her dripping twat. When I pulled out she flopped over onto her back and sighed contentedly. "If I'd known you were this good - and if I'd thought of it at the time, I'd have let you fuck me when your Dad first left!"

About a half hour after Mom and I had a wake up fuck the next morning, Glenda showed up to take her to the gym to discuss arrangements with Steve. Throwing on her robe, Mom went to open the front, and I dashed to my own room to dress. As I went downstairs, I passed Mom on her way up to follow suit, and when I reached the bottom, Glenda was entering the living room. She was wearing a leotard again, a more modest one, although this time I could just make out the faint outline of her nipples. She declined my offer of a cup of coffee, and rummaged in her briefcase, and I went into the kitchen and switched on the coffemaker. When I returned she was lounging against the door frame with a slight smile, apparently engrossed in studying some documents.

I took the opportunity to study her superb figure whilst she was distracted, and my mouth went dry. Whilst I was in the kitchen she had pulled the bottom of her leotard up so tightly I could see not only the outline of her slit, but the bare outer edges of her pussy lips. She gave no indication of being aware that I had returned, or that I was staring, but when she heard Mom coming down the staircase, she turned away and adjusted her leotard, before giving me a sly grin.

As they were leaving she handed me a slim recipe book. "If you want to help your Mom, any food you have that isn't in here you can donate to the local food bank. What's in here will more than compensate, and you'll be helping people in need."

They were gone almost two hours. Two hours which I spent alternately resenting Glenda for being a prick teaser, and mentally tugging her leotard aside to have a proper look at her pussy, imagining how it would feel wrapped around my cock. I knew it was a futile dream, because on the rare occasions I saw them together, they seemed to have eyes only for each other, despite the age difference - she was only about four or five years older than me, and he was closer to Mom's age.

When Mom came home she slumped on the couch looking despondent. "I'm not sure I can do this. Glenda made it sound tough enough, but the way Steve talked he made it sound ten times worse."

I put an arm around her. "Take one day at a time, Mom. You can do it if you keep your eyes on the prize, and I'll be backing you all the way."

"I know you will, but what if I come home too tired to give you what you want? What you deserve? What if all I can do is let you cum in my mouth when what you need is a proper fuck?"

"Hey," I responded. "I got along before, I'll get along again. Besides, do you seriously think I'd complain about having my cock sucked?"

She sniffed. "It's not the same. Women are different. We like fucking, but we can live without it. But once a man knows how it feels to put his cock in a pussy he has to have it all the time."

I pulled her closer. "I don't know about that. Only time will tell. Right now the only thing I really care about is seeing you happy. If you don't want it, neither do I"

"That's the problem. Although I was never even close to being unwilling, during that last year or so before your father disappeared, sometimes I had to think myself into the mood." She gestured toward her crotch. "But after the way you did me yesterday after Glenda left, this has been doing all the thinking. Especially since we fucked this morning." she added, partially contradicting what she had said about being able to live without it.,

Inwardly cursing the effect her unexpected admission had on me, even though I didn't want her to think I was taking advantage of her, I couldn't stop myself from asking, "Even now?"

She nodded. "Especially now. I haven't been able to stop thinking about it all morning." I started to unbutton the top of her dress, but she squeezed the growing bulge that was threatening to split my pants and shook her head. Shuffling forward until her butt was overhanging the edge of the couch, she used her free hand to raise her voluminous skirt above her waist and spread her legs. "Never mind the rest of my clothes, take my pants off and put this into me."

I continued what i had started until her breasts were bared, before taking her pants off. "I need these too." I watched my cock slide into her, then lowered my head to feast on her tits. Yesterday we had fucked hard fast and lustfully, but now we were making love, easily and gently, without the urgency of yesterday.