The Comfort of My Mother's Arms

"I do." Mom nodded. "Tell you what; a couple of my friends have remarked on how good looking you are." She laughed, "Lucky you met Melanie or I would have let one of them take you, get you right over that little bitch."

I frowned as she spoke. Mom never usually spoke like that and her green eyes seemed bright.

"Have you been drinking, Mom?" I asked.

"Why yes I have!" she nodded. "As have you, I see." She sighed, "I don't like you doing that alone honey."

"Sorry Mom. So did you guys go to a bar?" Before she could speak I pointed at her, "And why are you home in the first place?"

"Like I said, it's because nothing happened." She sighed. "I would have been here an hour ago, but you said Melanie was coming over so I stopped at The Frosted Mug for awhile so I wouldn't" she winked, "Interrupt."

"It wouldn't have mattered." I muttered.

"Don't tell me you didn't." She said with a look of concern on her face.

"It uh..." I shrugged. "It didn't work out."

Sitting up, Mom slid over next to me and put her hand on my leg. "Well what happened, did you get close?"

"Oh, we got close alright." I laughed bitterly and reaching out poured some more wine into the glass and took a sip.

I looked at Mom expecting her to say something. Instead she put her hand out. I handed her the glass and watched in surprise as she chugged most of it. She handed it back and after I took the last sip, she asked, "How close?"

"Damn close." I sighed, "I would say as close as you could without getting there."

"Naked?" she asked, raising her eyebrows.

I felt myself blush again. "Umm pretty close."

"And you couldn't?"

"I...no I couldn't!" I said disgustedly. "Hell she was even suc..."

I caught myself before I finished and put the glass down, I'd had enough. When you came within a second of telling your mother your girlfriend was sucking your cock, it was time to stop.

"She was what?" Mom asked, trying to keep a straight face.

"Uh...smiling?"

"Nice try." Mom laughed, then turned serious, "So let me get this right, she was...." She paused, and gave me a wink, "Blowing you and things still went wrong?"

"Mom!" I exclaimed, blushing furiously.

"Oh Ricky, you're adorable!" she leaned over and kissed my cheek. "I love it when you blush. Shows what a sweet kid you are."

"Great." I rolled my eyes. "Anyway, it was the same story. Started thinking of Tina and got nervous. Melanie tried to uh...help, but I..." I put my hands up. "I just couldn't."

"I'm sorry honey." She said softly. "She upset?"

"Oh yeah, she said she wants to be with me, but doesn't want to see me again until I'm ready." I waved my hand, "How the hell am I supposed to know when I can?"

Mom shrugged, but as she did was staring intently at me. Her eyes narrowed and she seemed to be thinking. I sat there watching her and was surprised when her eyes left my face and trailed down to my chest. I continued to look at her and saw them drop even lower. I followed her gaze and swore she was staring down at my crotch. I wasn't hard, but the skimpy shorts had ridden up a bit and I wasn't wearing underwear so there was a noticeable bulge. I looked back at her face and saw her gaze lingering there. Feeling embarrassed, I dropped my hands in my lap and asked, "So what happened with you, Mom?"

"The usual." She sighed and leaning forward poured more wine into the glass.

As she had before she chugged half then handed me the rest.

"I...I've had enough."

"Please, kid your age in college?" she smirked, "Don't think I forgot about what those parties are like, so go ahead and finish it, relax," she gave me an odd smile, "Enjoy the evening."

"Um, okay." I drank the rest of the wine and closed my eyes as I felt it go straight to my head.

I felt flushed and even in just the shorts I was warm. I opened my eyes to see Mom must have felt the same way. Sitting up, she slipped off the black blouse and tossed it to the side. Reaching up, she removed the clip from her hair and shaking her head, let her long black hair down. As she did, I couldn't help notice how tight the red top beneath was. Mom's tits were pretty big and looked as if they were ready to fall out of the shirt. Feeling weird about looking at her chest, I dropped my gaze and found no comfort there. Her short skirt had ridden up and I could see her thighs almost all the way to her hips.

Leaning back, Mom gave an even better view of her long legs, as she stretched them out and one at a time, kicked her heels off. She straightened her feet out causing the muscles in her calves to stick out, making her legs look even better. She lifted her legs up higher and held them there. It was almost as if she were modeling them for me. Yup, way too much to drink. I felt her eyes on me and looking back over saw her looking at me as I started at her legs. I gave her a nervous smile, but she just continued to stare. Wanting to break what was becoming an awkward silence, and try to pass off looking at her, I said.

"Not for nothing Mom, but being dressed like that I can't see how your night didn't work out. Where did you guys go?"

"Go?" she shook her head, "You really think I would go anywhere dressed this slutty? I showed up at Jack's door, told him I wanted to stay in instead of going out."

"So what happened? I can't see him turning you down."

"Speaking of my outfit," Mom said, "Those shoes killed my feet, would you rub them for me honey? You know like you used to when I had that waitress job?"

Before I could reply, Mom had turned and swinging her legs up, placed her feet in my lap. I looked down at her feet with their bright red toe-nails and saw they were just to the left of my cock. A little further and she would have been touching it through the shorts.

"Uh...I guess I have no choice." I laughed as I took her right foot in my hands.

"Maybe you don't." she said with a wink.

I didn't know what that meant and with a shrug began to massage her foot. Mom's skin was soft and as I pressed my thumbs into the sole of her foot, she released a soft sigh, "Oh, that feels nice honey" I looked up at her and saw she had her eyes closed. I swallowed hard and continued to rub, she had spoken in a tone that was more like a purr and it sent a strange thrill through me. As I continued to rub her foot and as I began gently kneading the flesh beneath each of her toes, I recalled the days of her waitressing.

I was about fourteen and every time I would rub her feet and even occasionally her lower leg I would start to get hard. When I would finish, I would run upstairs to my room which is when I would jerk off to the thought of her letting my hands go a lot further than her feet. As if that memory had awoken something within me, I realized with a start that my cock was beginning to stiffen. Carefully placing Mom's foot down, I picked up the other and trying to keep my mind off of her soft skin and long legs I prodded her, "Well?"

"Huh?" she opened her eyes and looked at me, "Oh, sorry, that just felt so damn good. I'll tell you Ricky I am so comfortable with you, I swear you're more of a friend than a son."

"I know what you mean." I told her, "You're kind of my best friend these days."

"Aww that's sweet." She cooed as I started lightly rubbing my fingers across the top of her foot. "So is this foot rub a friends with benefits thing?" she giggled then continued, "I could use a friend with some benefits."

"What about Jack?" I reminded her again.

"Oh. Well he liked what he saw, especially when I walked right past him, took his hand and led him to his bedroom. As soon as we got in there I moved pretty quick, got my blouse off, put my arms up and let him take my bra off."

I blinked as I pictured her words; I tried to imagine what her tits would look like, they were at least as big as Melanie's. I wondered what color her nipples were.

"I sit down on the bed and Jack gets on his knees and starts sucking on my tits."

"Whoa!" I exclaimed, "I don't need that much detail."

"He's going from one to the other," she continued softly. "And it felt so good! Then he reaches under my skirt and starts rubbing me."

She was drunk, had to be. Not that that was helping me any. My cock was closing in on being fully erect and without noticing I was doing it, my hands had strayed past her feet and slid under her legs where I had begun to rub her well shaped calves. Meanwhile Mom was still speaking softly.

"He moved my thong over and shoved his fingers into my pussy." She sighed, "Damn it felt good, first thing up there besides a vibrator in a long time."

"Mom, please." I whispered as without being obvious, I eased her legs further down my thigh and away from my cock.

With a feeling of alarm I saw that I was pitching a tent and leaning over awkwardly placed my elbow on my leg while still rubbing her legs, trying to cover it from her view. Ignoring me she went on,

"He was moving nice and slow and playing with my tits and kissing my neck." She reached down and grabbing the bottle of wine took a swig directly from it.

Wiping her mouth she sighed, "I was so damn wet! I told myself, this is it, no way I'm not going through with it."

"I said the same thing." I nodded as my hands began working up to the soft skin behind her knees.

"So he seems like he really wants to take his time, but I'm so close I just want to break the ice, so I tell him to stand up. I rip his pants down and he's so fucking hard!"

Mom made a show of licking her lips that sent a surge through my now completely hard cock.

"I had to taste him! It's been so long, so I start sucking his cock..."

"Mom this is too much, really." I told her.

"Sorry," she said, "I figured we could talk about anything."

"Well that's just kind of...awkward." I said.

"Oh, is that the problem?" she asked with a smirk. "Anyway, I get him nice and ready and I lay back, and he slips my thong off and he gets ready and...." For the first time her smile faded, I just...I couldn't. I started to get nervous like you, but with women it's just 'okay' lay still and let them', but I couldn't I got upset and said I couldn't and Jack got kind of mad and said I was acting like a kid so I left."

She put her head down and said sadly, "I was so close; I really thought I could get past it."

"I'm sorry Mom." I said softly.

"I was hoping your night went better, so I sat at the bar," she grunted disgustedly, "Of course dressed like this I got hit on by three different guys and I'm thinking I couldn't if I wanted to." She looked up at me and shrugged, "I just want to have fun Ricky, I just want to be with someone and enjoy. I figure if I can do it just once I'll be fine, but it's like I don't trust anyone."

"I know the feeling." I nodded as I started working my hands back down her legs.

Her skin was firm and warm to the touch and I was beginning to enjoy touching her just a little too much. I was already hard and making things tougher was Mom had started kneading her feet into my thigh as if she were a cat, pushing lightly with one then the other. I watched nervously as her foot had moved a little closer to my cock. I jumped when she raised her foot and placing it against my chest slowly slid it down. I stared down as her soft foot trailed down to my stomach before settling into my lap again.

"Tell you what Ricky, you and I are far too good looking to not be getting laid." She laughed, "Sorry that sounded pretty vain, you are at least, me? I'm getting up there."

"You're beautiful Mom," I told her softly, "Absolutely beautiful."

I smiled as Mom not only blushed, but gave me a surprisingly shy little smile, "Really? You mean that?"

"I do. I've always thought you were beautiful."

Mom smiled again and after taking another swig of wine, passed me the bottle. I took it, but paused. More would not be a good idea right now.

"Hey Ricky, can I ask you something?"

"Sure." I said and tried to ease back a little as once again her feet were moving.

"You think I'm pretty, but do you think I'm sexy?"

"Well..." At that question I did take a swig. I paused before swallowing, trying to think of how to answer that question. "You're my mother and...."

"I am, but I thought we were friends?" she smiled and raised her arms over her head, pushing her tits out. "So let's say you see me like this, and don't know me, am I hot? Would you stare?"

"I..." I was having a hard time not staring as her shirt rode up and I was looking at her soft stomach, "I...yeah you're pretty hot."

"For an older woman?"

"For any woman."

"Wow, you're smooth honey, you should try it with an older woman they appreciate things like that!" she lowered her hands and asked, "You're not just saying that though?"

I took a couple more swallows of the wine and putting the bottle down winced as the room swam for a moment. I blinked at her and speaking slowly said, "I've always thought you were sexy, hell back when I was a kid I had a crush on..." I stopped as I realized what I'd just said.

"You had a crush on me?" she laughed delightedly.

Although I was embarrassed, seeing her smile made me smile back and nodding sheepishly, I replied, "Yeah, I...I used to think you were so pretty and used to love when you would come in my room and talk to me."

"That is so cute!" she clapped her hands, "And flattering too, especially now, nice looking young guy like you."

Mom slid further down on the couch and I panicked as her feet slid across my lap. Her left foot grazed my cock and I had to stifle a moan at the contact. I hoped to hell she didn't notice. Looking over at her, I saw that she was looking down as if lost in thought. I looked down as well and my eyes widened as I saw her skirt was almost all the way up her thighs. It was a good thing her legs were together or at this point I would be seeing her panties.

"So Ricky," she gave me a nasty grin, "You ever think dirty things about me?"

I could feel my face heating up even as I quickly answered, "Of course not!"

"You did, didn't you?" She laughed, pointing at me, "You had dirty thoughts about your hot mom!"

"No!" I said shaking my head emphatically, "I...I..."

"You jerked off to me didn't you?" she asked, and then lowering her voice to a sultry whisper, asked, "What was I doing? Was I sucking your cock, was I riding you, getting on my knees and letting you fuck me?"

"Stop." I told her, "I...I think you're drunk."

"Yup." She nodded, "Figured it would help with later."

"Later?"

"You didn't answer, what was I doing for you Ricky? What was your hot mom doing to her handsome son?"

Her green eyes had locked into mine and seeing no way out of this I whispered, "Everything."

"Oh I like that!" she purred. I sighed and felt like crawling under a rock. Maybe she was so buzzed she'd forget about it tomorrow. "Aww, don't feel bad." She paused, then snapped her fingers, "Tell you what, since you shared a fantasy, I'll share one of mine, okay?"

"It's not a fantasy." I pointed out. "I was..."

"If you were playing with yourself over me it was a fantasy." She countered, "Anyway, know what I have fantasized about, even when your Dad was still here with me?"

I didn't answer right away as her foot had brushed against my cock again. I was trying not to think of anything, but just her legs in my lap and the sight of her tits pushing against her shirt had my cock so hard it was starting to ache. I'm sure the wine didn't help either. Seeing no way out, I nodded and figured I would try to find an excuse to get up. How I was going to cover my hard on, I didn't know, but I had to get away from her.

"What...what did you think about?"

"I thought about fucking a guy half my age, maybe nineteen or twenty, good looking," she licked her lips causing my cock to jump, "Horny and eager to please me. I thought about what it would be like to be his hot cougar, to just take him and use him up."

"Oh...uh okay." I nodded, "I guess I can see thinking about that would..."

"I did more than think about it." She said, "I did what you did, I would lie there some nights while your dad was sleeping and play with myself, cum nice and hard thinking about fucking a hot young stud."

"Okay. Well it's been a tough day," I grabbed her legs with the intention of moving them, "I've had some wine and I'm ready for bed."

"I'm ready for bed too honey." Mom said softly. "Will it be yours or mine?"

"What did you say?" I asked, refusing to believe I had just heard that.

"You know Ricky," she began as she began unbuttoning her blouse. "We have the same problem. We want it, we have people that want us, but can't do it. We get nervous, we worry, we don't trust it will be okay because we've been with people that we loved."

"Mom I think you need to go to bed."

"We've established that," she smiled as she continued undoing her buttons. "Well I was just thinking that you and I really do trust each other don't we?"

"I...yeah." I forced myself to say as reaching the bottom button Mom pulled her shirt open.

"Oh shit." I whispered as I took in the skimpy black lace bra she was wearing. The lace was transparent and I could see her nipples beneath it, her hard nipples.

"And honestly, you and I have always been as much friends as family." Leaning forward she slipped the shirt off and tossed it away. "So I figure the two of us can help each other. We can be good to each other and relax and get what we need, and then afterwards we'll be okay for other people."

"Mom..." I took a deep breath and told myself this was a dream, I'd passed out on the couch, this wasn't happening. "We...can't."

"Why not honey?" she asked, "You can just think of me as a sexy older woman Ricky and baby, you look so good." She licked her lips provocatively, "I could just eat you up, and." She winked, "You could return the favor."

"No, I...I don't want to." I said, sounding like the nervous kid I was really starting to feel like.

"No? You just said you used to want me."

"I was a kid and it was before Tina and I was..."

"So you don't want me now?"

"No." I lied, shaking my head.

"Then honey, why is this cock all big and hard?"

I gasped as lifting her feet she placed them on either side of my cock and squeezed it between them. She started working her feet up and down and unable to help it I moaned loudly.

"Sounds like you want me." She smiled and reaching behind her undid her bra.

"Mom...please stop."

"Tell you what honey," she began as she slid the straps down her shoulders and was now holding the bra against her tits with one hand. "You take a good look at these and tell me you don't want them, I'll leave you alone and we'll both play with ourselves like teenagers."

"I am a teen ager." I said lamely.

"I know, and a hot one, the kind I've always wanted to be with." With a flourish, Mom tossed the bra away, leaving me staring at her bare tits. "So go on Ricky, tell me you don't want them."

"Oh my God." I said, trying to keep my jaw from dropping.

Mom's tits were beautiful; as big as Melanie's and just as round. Mom's nipples were rose colored and looked as hard as my cock felt. Making it worse, Mom cupped them in her hands and lifting them started rubbing her nipples with her fingernails.

"Hmm." She sighed, "This would feel so much better if it were you playing with them." She cocked her head and asked, "Or are you going to lie and say you don't want me?"

I groaned as she started moving her feet faster. I couldn't tear my eyes from her tits and I wanted nothing more than to lean over and suck on them.

"Take your shorts off," she told me. "Show me how much you," she giggled, "Don't want me."

"No, Mom."

"You know I left Jack's in such a hurry I never put my panties on." She gave me a wink. "I've been lying here the entire time with no panties." She opened her legs slightly. "Wanna see my pussy, Ricky?"