Waking Up to Ellen Ch. 02

"Michael, I want you inside me," she breathed.

He kissed her hard. The anger was gone, but the intensity remained. Again, he left her breathless when he pulled back from her.

"No. I want to taste you again." She was startled by the firmness in his voice.

He moved to kiss down her body again and she stopped him.

"Michael, you don't have to..." Her voice trailed off as she saw the look in his eyes. She didn't have a choice in the matter.

He paused on his way down her torso to maul her nipple for a moment, and then his mouth was latched onto her pussy. She felt his tongue urgently press between her lips and dig deep inside her. There was none of his usual tenderness, none of the gentle teasing, no build-up to the moment. He was consumed by his desire for her, and she was enraptured.

Michael buried his tongue inside his mother, knowing he would never grow tired of her taste or the moans he elicited from her. Tonight, however, he had bigger plans. She had tortured him for hours but now he was taking the lead, and sampling her delectable pussy was just the beginning. Reluctantly, he paused in his oral assault to slide off the end of the bed. She looked at him quizzically, then gasped as he grabbed her hips and pulled her forcibly down to the edge of the mattress. He kneeled on the floor, his face between her legs, and lifted her knees until they were nearly pressed against her breasts.

Ellen's breathing became ragged as she recognized just how indecently exposed she was. Michael relished the view briefly, then renewed his assault on her pussy, furiously tonguing her clit. When her hips started to buck, he moved his mouth downward, pressing into her pussy for a few delightful moments, and then moved further down. His tongue flicked over her rosebud, and she moaned again, louder. Her hand appeared, fingers dipping into her pussy, but Michael stopped her, firmly placing her hand to her side.

"Oh god, Michael!" she whispered.

His thumb found her clit and began making small circles as he worked his tongue over and around her rosebud, up to her pussy and back down again. Her moans became whimpers, and she began pulling at her nipples. This time when her hips began to roll, he stood up, breaking all contact with her. Her eyes flew open, pleading with him to make her cum. Wrapping his arms under her legs, he grabbed her hips again and pushed her up the bed until he had room to climb on top of her. He kept her legs over his arms, spreading her wide as he pushed forward.

Ellen reached down and guided her son's cock to her opening, gasping loudly as he shoved himself deep inside in one motion. Michael grunted through clenched teeth, enthralled with the sensation of her pussy wrapped around his cock - so warm, so tight - there was nothing like it. But the evening's intimacy with his mother without release would not be denied. He pulled back until just the head of his cock was inside her then slammed forward again. He pounded into her knowing he wouldn't last long.

Ellen felt his arms tense against her legs and his hips speed up as his cock plunged deep inside her. His passion pushed her to the edge. She rocked her hips so that his cock dragged against her clit as he drove into her hard and fast. Everything around her disappeared as her whole being focused on the overwhelming sensations coming from that little nub. Her legs began to shake, and her hands clenched at the sheets beneath her. Michael slammed into her hard; one final, deep thrust that rocked her to the core. White hot stars exploded behind her tightly shut eyes. She was beyond words, an unending, "Ooooooohhhhh!" was all that escaped her lips. Her hips reflexively bucked against her son for a while longer, then, exhausted, she collapsed onto his bed.

Michael felt as though he was being turned inside out as his cum poured into his mother. The teasing, the delays, the frustration, all were released in an instant, bringing him ultimate satisfaction. His mother writhed beneath him as he came, overwhelmed by her own orgasm, adding to the intensity of his. His calves burned as he pushed up on his toes to drive deeper into her, draining his cock and the last of his strength. He desperately wanted to shout, 'OH FUCK, MOM!' but he retained just enough brain cells to hold it in, groaning incomprehensibly instead.

When Michael's senses returned, he was still deep inside his mom, holding her legs lewdly against her chest. She seemed to be oblivious to her position and to the world in general. As spent as he was, he worried he might come crumbling down on top of her. He carefully extracted his arms, setting her legs carefully down on his bed as he did, then slid his deflating cock from inside her. His cock was still sensitive, and he winced as it dragged past her soft opening.

They hadn't bothered getting under the sheets before their libidos took over, so Michael quietly climbed out of bed and found an extra comforter in his closet. Then he turned off the lamp atop his nightstand and, in a rare moment of foresight, set the alarm on his phone. Laying down, he covered them both and wrapped his arms around her. She sighed and snuggled closer before gently kissing his cheek.

"I love you, mom," he whispered, unsure if she was awake.

"Mmmm," she intoned.

***

At some point during the night, Ellen woke to find herself tangled in her robe. It took some doing but eventually she managed to extract her arms from the sleeves and pull the robe out from under both her and Michael. She dropped it off the side of the bed and settled back under the comforter. Michael lay on his side facing her and, despite all her moving around, seemed fast asleep. She lay facing him, watching him for a while, then brought her hand up to softly stroke his cheek. She felt the stubble of his day-old beard beneath her fingers and wondered yet again how he had become a man without her noticing.

As she looked at him and thought about all the love he had brought into her life, she couldn't help but wish he could be her man. Didn't she deserve someone who cared for her, adored her, and made her feel special? Someone she could actually have a conversation with? Someone who paid attention to her needs?

Brushing away her tears, Ellen rolled over, facing away from Michael.

A moment later, she felt him move closer, spooning her and wrapping his arm tightly around her, just as she had hoped he would. He kissed her shoulder gently then laid his head back on the pillow and fell immediately back to sleep. Ellen sighed contentedly, soaking in the warmth of his touch and the depth of his love, and drifted off herself.

***

Hours later, they both started to the sound of electronic windchimes from hell.

"Oh my god, what is that?!" Ellen groaned.

"Ugh, it's my alarm," Michael answered as he fumbled for his phone.

Ellen's heart skipped a beat and she bolted upright. "What time is it?"

"It's four. Dad won't be up for a couple hours, but I thought you might want some time to, uh, you know, freshen up before you went back to your bed," Michael explained, rubbing his face and combing his fingers through his hair.

Ellen fell back onto the pillows and draped an arm across her eyes. "Mmmm, that was thoughtful of you, sweetie. I probably should."

She made no move to get up.

Michael propped himself up on one elbow facing her. The room was mostly dark, but enough light came in through the windows that he could make out her form lying beside him. When she sat up, the comforter had fallen to her waist, and she hadn't bothered to pull it back up.

"God, you are beautiful," he said softly.

"You're just horny," she said laughing quietly.

He leaned over and softly nibbled on her lips. "No, you're just beautiful."

Lifting her arm, she looked at him. His face was inches from hers. She couldn't see his eyes in the darkness, but she could feel them studying her. She ran her fingers through his hair and pulled him down for another kiss. "You know," she said as their lips parted, "sometimes I believe you honestly think I'm beautiful."

"I don't think you're beautiful, I know you're beautiful," he said giving her a peck on the lips.

"And you're sure you're not just horny?" she whispered, tracing her hand down his chest.

He kissed her again. "Positive."

"So, if I moved my hand a little further, I wouldn't find anything to suggest you're horny?" Her hand moved over his ribs and onto his stomach.

"Now you're not being fair!"

"Not being fair?" she asked, feigning innocence. She kissed him again and moved her hand lower. "How am I not being fair?"

"Because, if you do that..." Michael jumped as her fingers brushed the head of his cock.

"Do what?" she whispered, taking his hardening shaft into her hand. "What am I doing?"

"You're, oh god, touching me." He closed his eyes and tilted his head back.

Ellen sat up and urged him onto his back, never letting go of his cock. Her lips caressed his chest. "And this... isn't... fair?" she asked softly between kisses.

"Oh, mom!" Her lips moved across his stomach and onto his shaft.

Michael had had exactly one blowjob in his entire life. At the time, he had thought it was incredible, but in hindsight he wasn't so sure. Any blowjob that ends in an orgasm is a good blowjob. But his mom was redefining what an incredible blowjob could be.

Alternating between gentle kisses and luxurious licks, she explored every inch of him with her mouth, while her hand cradled and caressed his balls or slowly stroked his shaft. As she neared the tip of his cock, her tongue darted out and flicked rapidly over the sensitive spot just below the head. She delighted in the spasms her actions caused. Then her mouth traveled down his shaft to his balls as her hand moved up to roll over his glans, using his copious pre-cum as lubricant. When her thumb brushed his frenulum, his cock jumped yet again.

"Mmmm, you like it when I touch you there?" Her voice was sultry.

"Uh-huh," Michael groaned.

"Then I think you'll like this." Her mouth suddenly engulfed the head of his cock, and her tongue found the locus of his most sensitive nerve endings.

Michael was in heaven. He had never imagined his mother giving him a blowjob, let alone her being gifted at it. He groaned louder as her hand began to stroke him in time to the bobbing of her head.

"Don't wake your father!" she admonished him briefly before taking him back into her mouth.

He put a pillow over his face knowing he was incapable of controlling his vocalizations as she sped up.

When her husband had stopped going down on her, she had lost interest in sucking him off, particularly since he would leave her unsatisfied if he came first. But Michael had been so selfless in his quest to make her feel good, she relished the thought of returning the favor. Ellen could feel his body tensing. His hips were beginning to pump up and down, pushing his cock deeper into her mouth. Having seen him cum a few times now, she knew was in for more than a mouthful and it excited her.

Michael frantically pulled the pillow from his face and urgently whispered, "Mom!"

She pulled back just far enough that her tongue could dance over his frenulum while her lips remained locked on his head. Her hand became a blur on his shaft. She nearly laughed when she saw him smash the pillow back onto his face, and then he erupted into her mouth. His entire body lurched with each spurt, and she could hear his muffled grunts through the pillow. As his spasms began to subside, her grip on his cock softened. She continued milking him gently until she felt him pulling away, too sensitive to let her continue.

When her mouth left his cock, a dribble of cum slipped down her chin. "I'm still amazed at how much cum you can produce!" she laughed, chasing the remnants around her lips with her finger.

Michael lifted the pillow from his face, satiated and exhausted. "And I'm amazed at how incredible you make me feel."

Ellen slid up his body, savoring the feel of his softening cock, stomach and chest against her nipples, until she was face to face with her son. "I'm inspired by how wonderful you make me feel," she said softly, smiling.

She felt his hands on her face, pulling her in for a kiss. She pulled back, "Wait, I'm kind of messy."

Without hesitation, he leaned forward and kissed her passionately. She returned the kiss, moaning quietly. His arms wrapped around her, holding her tight against his chest, and pulling her down until she was laying atop him. She relaxed in his embrace, feeling warm and safe.

When the kiss ended, she shifted about until her head rested on his sternum. She felt intensely connected to him, listening to his heart beating and feeling the rhythmic rise and fall of his chest as he breathed. After a long while, she raised herself reluctantly. "I need to get up."

"Just five minutes more," he said, groaning.

"Nope, I'm falling asleep. If I don't get up now, we're going to wake up to your father standing here asking us what the hell we're doing."

"Ugh! There you go again, being sensible," he grumbled, "Okay, but I'm not letting you go until you give me one more kiss."

She felt his arms tighten around her possessively. "You promise you'll let me go if I kiss you?"

"I promise."

Ellen moved up and kissed him passionately. When the kiss ended his arms relaxed but she continued to lay on top of him, tracing her lips over his cheek to his earlobe. She felt his cock stiffening beneath her thigh. "Why can't I resist you?" she breathed, spreading her legs so she could straddle his hips.

Michael could feel the dampness and heat between her thighs as she captured his cock between her nether lips and began grinding against his shaft. He was rock hard in an instant, helpless against her unexpected assault. His hips began to thrust, desperately trying to find her opening and push inside her. She teased him, moving back each time the head of his cock came close to entering her, then moving forward as his hips relaxed, always keeping her clit tight against him.

"Do I excite you?" she asked quietly.

"Yes," he answered, nipping gently at her neck as his hands roamed over her back.

"What about me excites you?"

"Everything," he whispered impatiently.

"Details, Michael," she admonished him, softly biting his ear.

"I love the way you kiss me. I love the way you smell. You have an incredible body; your ass is pure perfection. Every time I see you, I want to hold you against me..."

Ellen interrupted him with a fiery kiss, pleased he hadn't simply gone on about what she was doing in that moment.

"Do you want to be inside me?" she breathed, breaking their kiss and moaning as her clit dragged over the head of his cock.

"Yes," he hissed through clenched teeth and pushing his hips up hard against her.

"Are you sure?" she teased breathlessly as she reached between them and took hold of his cock.

Gasping, Michael could only nod emphatically.

Ellen lined him up and slowly pushed her hips back, whimpering as he penetrated her. When he was halfway in, she raised up again, allowing her juices to lubricate his cock, then pushed down further. She repeated her motions three or four times until he was buried to the hilt inside her, then she rocked her hips while keeping him deep inside, reveling in the sensation of his cock filling her. Her clit was grinding against his groin, sending shockwaves through her body. Her mouth found his and they kissed intensely.

Breaking the kiss and smiling lustfully, she sat upright and pushed her hips down, biting her lip to suppress a cry of delight as he penetrated her even deeper. His hands slid up her body until they were cupping her breasts. He pulled on her nipples, feeling them harden between his fingers. Her hands found his and she encouraged his ministrations, hissing, "Oh, yessss!" as he pinched and tugged the delicate tips fervently.

Unable to stand the slow pace any longer, she began riding his cock in earnest. Bracing her hands against his chest, Ellen picked up her tempo, using her legs to lift herself until just the tip of his cock remained inside her, then dropping back down to fully engulf him. Michael matched her rhythm, thrusting upwards as her hips came down, drawing low moans of pleasure from his mother as their bodies joined. Her eyes were shut tight, and her mouth hung open as she lost herself in the sensations of their lovemaking.

All too soon for Michael, she slammed herself hard against him, drawing him deep inside and barely suppressing a shriek of, "Oh fuck!" as she did so. She rocked her hips frantically back and forth, continually mashing her clit against his groin as her orgasm overwhelmed her. He could do little more than hang on as his mother rode him, her body spasming intensely as she came. At last, she slowed to a stop, her eyes fluttered open, and a broad smile spread across her face. Keeping Michael inside her, she leaned down and kissed him lovingly.

"That was intense!" she breathed excitedly in his ear, "We're going to need to change your sheets!"

Michael laughed quietly and kissed her shoulder.

"Do you want to be on top for a bit," she whispered, nipping at his earlobe and squeezing his cock with her pussy.

He wrapped his arms tight around her and nodded, murmuring, "Oh god, yes!"

Ellen clambered off him and lay in the middle of his bed, holding her arms out to him and spreading her legs wide in invitation. Michael lay on top of her, taking his weight on his elbows and running his steely cock along her pussy until it slipped inside. He felt his mother's hands drift down his back and onto his buttocks as she urged him to go deeper.

"I'm yours, Michael. Do what feels good to you," she sighed as he buried his cock inside her.

A shiver ran through him at her words, and he wondered, not for the first time, what he could have possibly done in his short life to deserve such a woman. His mouth found hers and he poured his soul into the kiss, vainly hoping he could express with his lips what he couldn't with his words. His heart beat faster as she moaned into his mouth and wrapped her legs around his torso.

He became acutely aware of her soft breasts pressing against him, her rock-like nipples digging into his skin. He wished he had a dozen hands so he could touch her everywhere all at once, intensifying her pleasure and allowing him to revel in all her sensuous curves simultaneously. Recognizing that, in this position, he had only one free hand with which to explore, however, he opted to explore his most favorite of her curves. Shifting his weight, he brought his free hand slowly down her side, over her hip, and around to cup her ass, never breaking the rhythm of his thrusts.

Michael let his fingers delve further. His cock throbbed inside her when he discovered her juices had saturated the crevice between her cheeks, thrilling in the knowledge that he could excite her so. Feeling emboldened by her encouragement to 'do what feels good', he moved his hand lower until his middle finger found her rosebud. He ran his finger in tight circles around and over it, his heart pounding. Her hips began to roll rhythmically, pushing back against his probing finger. Taking this as a good sign, he did his best to lubricate his finger in her juices then slipped the tip inside her. She moaned quietly and rolled her hips down, burying his finger deeper.

He could feel the lump that was his finger in her ass against the underside of his cock as he continued to thrust into her powerfully. His orgasm was beginning to build despite having cum only minutes before. His body tensed.

"Cum inside me, sweetie," she whispered urgently, pulling him tighter to her chest and urging him on with her heels.

Unable to control himself any longer, he drove his cock deep inside her as his finger plumbed her nether depths. He plunged his face into the pillow beside his mother's head to muffle a shout as he came over and over again. His body quivered and he struggled to catch his breath as the intensity of his orgasm overwhelmed him. At last, spent, he lifted his weight from her, laughing euphorically.