Waking Up to Ellen

"Mmmm," was all he could manage, his mouth now occupied with nibbling and sucking on her earlobe and neck. She shivered.

He leaned into her, intimating that she should lie back. His body followed hers as she did so. Ever being thoughtful of her, he took most of his weight on his arms, but he let his hips and chest settle against hers. She put her arms around his back and pulled him tighter as his kisses continued. He seemed enamored with her throat and cleavage, taking his time to explore every inch of her exposed skin with his lips. He kissed down until he reached the top button of her blouse, then slowly made his way up to her neck again. This repeated several times before she realized his dilemma.

"Oh, sweetie, it's okay. You can unbutton me."

Until this moment, she had always undressed for him. Whether it was from shyness, which seemed unlikely how often he had grabbed her ass without hesitation, or out of respect, he had wanted her permission to take things further.

Permission granted, he resumed his trek downward and shifted his weight to free a hand. He took his time undoing her blouse, continuing to caress her with his lips as he went. When her belly button was exposed, he nuzzled it, ran his tongue around and into it, and proclaimed it the cutest belly button he'd ever seen. She chuckled appreciatively.

When the last button had been undone, her blouse fell open around her midriff. With a little effort from his hand and teeth, Michael spread it open the rest of the way, exposing her breasts cupped in the lacey white bra that had been seared into his memory, and an expanse of soft skin from her stomach to her shoulders. Ellen felt as though she was being worshipped as his mouth and hand continued their exploration of her torso.

When his kisses reached her bra, he paused. She understood immediately this time. He was in new territory again. He had touched her through her shirts and caressed her bare breasts when she had asked him to, but he'd never removed her bra or kissed her nipples. She was about to speak up when she felt his hand following the strap of her bra to her back. She rolled to her side giving him better access. After a brief struggle, he unsnapped it and helped her wriggle out of both her blouse and bra, then resumed teasing her nipples with his fingers, mouth and tongue.

It had been eighteen years since he had last latched his mouth onto her breast, and then it had been for an entirely different purpose. Nonetheless, she found herself cradling his head and relishing their intimate connection just as she would have then. When she felt his teeth being drawn along her nipple, she trembled and pulled his head tighter to her.

It may have been five minutes, or it may have been five hours, so lost was she in the sensation of his loving attention but, eventually, she felt his hand drift down over her ribs, past her belly button and begin tracing the waist of her jeans. His pinkie was being so bold as to occasionally dip below the denim in search of the satin panties she had promised to wear for him. She wondered at her body's reaction to his touch: Her heart pounded, her breathing was ragged, her nipples ached, and her panties were soaked. She felt as if she was a teenager again and about to lose her virginity.

Michael's mouth left her breast, and he sat up on his knees, placing his hands on the top button of her jeans. "May I?" he asked, sounding cheeky as he used her words from the week before.

"Michael," she said in her most sultry voice, "You have my permission to undress me, kiss me and touch me anywhere you please. I want this every bit as much as you do."

She felt a tremor pass through his hands, and then he was undoing her pants and drawing them down her legs.

Michael ran his hands down each of his mother's legs to free her from her jeans. He savored the touch of her the silken skin and cherished the legs that had been the genesis of all that had transpired up to this moment. She lay in his bed wearing only her satin panties, the grandest artwork ever created. His heart welled in his chest, and he was overwhelmed with emotions. Love, lust, elation, panic, bliss and worry all fought for domination, until he fell onto the bed beside her and pulled her close and kissed her deeply. He wanted to tell her everything he was feeling but his mind wasn't up to the task and all that came out was, "You have no idea what you do to me."

Her fingers combed through his hair. "Good things, I hope," she smiled.

"The best," he said returning her smile.

She ran a hand down his back until it rested on his buttock, then she pulled back. "Things are a little lopsided here don't you think?"

He looked at her, confused.

"I'm practically naked, and you have everything but your shoes on!" She tugged at his shirt and looked stern. "No more playtime for you, mister, until you lose some clothing!"

Ever the good son, he immediately set to getting undressed, going one better than her and dropping his underwear over the side of the bed too.

"Better?" he asked.

"Mm-hmm," she responded, bringing her lips to his and wrapping his cock in her tender hand.

They lay face-to-face for a long while, allowing their hands to roam and their legs to intertwine, while their lips remained locked together. Then Michael nudged her onto her back, slipped between her legs and began kissing down her body again, paying special attention to her breasts and her tummy before stopping short of her panties. Ellen's hips were rolling gently upward, eager to feel his touch between her thighs. This was wholly uncharted territory for them both. He had neither seen nor touched her most intimate places, not even through her clothing, at least not with his hands. He kneeled between her legs and took hold of her panties. She lifted her succulent ass from the mattress, allowing him to pull her panties over her hips, then lifted her legs together, resting them on his shoulder, allowing him to slide them the rest of the way off. He dropped them with his underwear, and she spread her legs wide, fully exposing herself to him.

To her surprise, he scooted away from her, further down the bed, so that his face was near her ankles. She had thought the foreplay was over, that he would lay on top of her, and drive his cock deep inside her, but Michael had other ideas. He began kissing his way up her legs, taking his time as he had done before on his way down her torso. He started with her feet, moved slowly over her ankles, calves and knees. When his mouth reached her thighs, his kisses became more passionate, lingering long moments before moving closer and closer to her pussy, until he was kissing just to either side of her labia. She could feel his warm breath on her lips as he teased her mercilessly. He nuzzled the thatch of hair above her clit. He brushed his lips across her with the lightest of touches. He ran his tongue in small circles on either side of her opening. Then he slowly let his hands drift upwards until they cupped her breasts.

Ellen's hips rose and fell, desperately searching for his lips or tongue, or his chin, or his cheek or nose. Her desire for his touch burned fiercely. Her hands clutched at the sheets. He could see and smell her arousal, and it made his cock throb. When neither of them could hold back any longer, he took her nipples between his fingers and thrust his tongue between her lips. He was immediately enamored with her taste and set about seeking out more of her wherever his tongue could reach. She let go of the sheets and grabbed his hair, pulling his tongue deeper into her pussy as her hips bucked hard. She held him tight against her, feeling his tongue alternately lapping at her opening and pushing into her.

As incredible as it felt, she needed more. She coaxed him up to her clit pleading him to lick her there. Michael ran his tongue around and over her clit, delighting in the sighs he was able to elicit from her. Then, feeling her tensing as her climax approached, he took her clit into his mouth and gently sucked while his tongue flicked rapidly across it. Her legs suddenly stiffened as she pushed up against him one more time. Michael grabbed her hips and held on tight. Her ass was hovering above the bed and her legs were trembling as a long, guttural moan issued from her throat. "Oh god, yes! Don't stop! Ohhh! YES!"

At last, fully spent, her hands dropped from his head, and she collapsed onto the bed, pressing her thighs tightly together to protect her now sensitive clit from any more stimulation.

"Mom?" he said softly when she seemed to be coming back from the alternate dimension to which her orgasm had transported her.

"Mmmm," she replied, her eyes fluttering open as she mentally drifted down to his bed, her face glowing.

"Was that okay? I mean, you seemed to enjoy it..."

"Mm-hmm!" she interjected eagerly.

"...but I want it to be perfect. I'm not fishing for compliments or anything, I just want you to love being with me, the way I love being with you. And you're just so incredible, and the way you make me feel..."

Laughing quietly, she placed a hand over his mouth. She had come to recognize his stream of consciousness speech that accompanied his attempts to express his innermost feelings and desires.

"Sweetie, you were fabulous. I don't know whether it was the anticipation or your sheer enthusiasm but whatever it was more than made up for any lack in technique." She shivered and pulled him close as she recalled the tremendous orgasm he had just given her.

"Enthusiasm?"

"Oh, Michael, it's been years since your father has had any passion for going down on me. And when he does, he seems to think it's just something he has to do to warm me up for the 'main event'."

"Mom, I loved it! I didn't know what to expect but I love the way you taste, and the way your hips moved, the intimacy of it! I'd love to do it again!" He waggled an eyebrow and his voice deepened seductively, "How about now, babe, can I go down on you again?"

She laughed loudly, her delight overwhelming her fear of discovery, as he started kissing between her breasts and down her stomach.

"Nope, nope, nope!" she admonished him, grabbing his head and pulling him back up until she was able to give him a ferocious kiss. She stroked his jaw tenderly as the kiss ended. "Besides, I need time to recover."

Michael smiled and lay down next to her, letting his hand wander as he kissed her shoulder. She luxuriated in his touch. It wasn't overtly sexual, he seemed to be consciously and considerately avoiding her most sensitive places. Instead, he was treasuring their closeness. He was expressing his happiness in the moment and his love for her through his caress. She rolled on her side so they could be face-to-face. He pulled her close, wrapping his leg over hers.

"A moment ago, you said you didn't know what to expect when you went down on me. Is that because you know women are different in the way they taste and smell, and in the way they like to be touched? Or," she gazed into his eyes and cradled his face in her hands, "was this your first time kissing a woman down there?"

"Both," he said quietly.

She brought her mouth to his, letting her tongue brush his lips and dance with his tongue as he responded.

"So, does that mean," she continued tenderly, "if we were to make love now, I would be your first?"

Ellen was unsure what she wanted his answer to be. A large part of her cherished the idea of being his first, teaching him to be a kind and thoughtful lover, loving him unconditionally as only a mother could, knowing that his first partner would never break his heart, never leave him for another. But there was a voice in the back of her mind telling her this was wrong. His first time should be with someone he could take on dates, hold hands with without drawing scandalized looks, kiss whenever he liked; someone he could be with for the rest of his life should he choose.

Michael nodded almost imperceptibly. Her heart did a backflip.

"Oh, Michael, are you sure you want your first time to be with me? There are so many girls out there who would love to be with you..."

"And none of them are you, mom," he interjected, "You are the one I love. You are the one I want to be with."

Her heart did a full floor routine and stuck the landing, squarely in her throat. She nodded vigorously, unable to speak, and bit her bottom lip, her face a mixture of concern and desire.

He rolled her onto her back and lifted himself up to move between her legs, but she put a hand on his chest. "Wait," she said huskily, "I want you to touch me first."

He moved to her side, placed his hand on her tummy and kissed her. "Where?" he asked in a whisper.

"Anywhere you like, but eventually I want to feel your fingers inside me. It'll help get me ready to have something much bigger inside me," she answered tugging on his cock and smiling, "Be gentle to start with, I'm still sensitive."

Rejoining their lips, he moaned as her hand started stroking him. Once more following her lead, he let his hand drift from her tummy and through the enticing patch of hair until he was gently cupping her pussy. He could feel the heat emanating from between her legs as he began to move his fingers in small circles, being careful to not tease her clit or dip his fingers inside her. It was her turn to moan.

Michael continued his ministrations until he felt her hips beginning to thrust upwards to meet his hand, and her moans became more frequent. Feeling bolder, he dipped his middle finger between her folds and was rewarded with a squeeze on his cock head. He felt his finger becoming slippery with her juices and carefully pushed it further inside. Her hips bucked. After a dozen strokes, he withdrew his finger until it was just within her lips. He then placed his ring finger between her lips and drew small circles around her opening until it too was well lubricated. He slid them both into her as deep as they could go. She whimpered and gently bit his lip. He began pumping his fingers into her rhythmically, resting the heel of his hand above her clit. Her hips rolled in time with his fingers.

After a minute or two his curiosity got the better of him and he moved to add his forefinger to the other two thrusting into her now soaking pussy. She felt his fingers spreading her lips wider and reluctantly took hold of his wrist, pulling his hand up.

"I'll let you do that another time, sweetie, but if you do it now, I'll cum again and I want you inside me when I cum," she said breathlessly and spreading her legs in invitation.

Michael lifted his body over hers, and lowered himself, taking the weight of his upper body on his elbows, until he felt his cock pressing against her. Feeling him moving his hips up and down and side to side, trying to align his cock with her opening, Ellen reached between them, took hold of his cock and rubbed it between her lips, lubricating the tip, before lining him up properly.

"Go slow at first, let me get used to you," she said removing her hand and wrapping her arms around him.

He leaned forward, pressing against her until the head of his cock slipped inside. They both gasped at the sensation and at the realization of what they had both been longing for. He held still for a moment, savoring the tightness and warmth that was gripping him, then pushed further inside. He dipped another inch or two inside her, then slowly withdrew before pushing forward again. A half dozen strokes later, some deeper some shallower, he was fully inside her. He kissed her fervently as she held him tight against her.

When at last the kiss ended, he pushed himself up so that he could look into her eyes. She looked blissful, her eyes were bright, and her smile shone. She nodded her head and pulled on his hips slightly forward before releasing them. He started pumping into her, letting her set the tempo with her hands, and marveling at the feeling. She kept that pace slow at first, hoping to make their first time last a little longer, but she soon gave in to her desires and pulled him in hard and fast. Then, abandoning all pretense of controlling the pace, she let go of his hips and wrapped her arms around his neck, pulling him down until she felt his weight pressing her into the mattress.

"Michael," she said in a moment of clarity, her mouth against his ear, "When you cum, don't yell 'mom'. If your dad hears us, I want him to think you're with a girlfriend. Understand?"

He grunted in agreement and picked up the tempo, causing her to let out a loud, "Oh, fuck yes!" She bucked her hips hard against his, her head thrashed in the pillows and her toes curled. "Fuck me! Oh my god, yes! Don't stop! Oh, fuck, don't stop! Cum inside me! Oh, fuck, fuck, fuck, FUCK!"

He had only ever heard his mom swear in anger before, and even then, never had she uttered 'fuck' in his presence. Rather than being taken aback, he found it only turned him on more. He felt powerful knowing he could give her so much pleasure. Hearing her lose control and feeling her writhe beneath him pushed him over the edge. He slammed his full length into her as his entire body stiffened. Load after load pumped deep into her as he grabbed her shoulders and held her tight, roaring into the pillows. His toes dug into the mattress as he vainly tried to push himself even further into her pussy. The feeling was incomprehensible, uncontainable. Had she not warned him against it, he was sure he would have shouted, 'MOM!', and proclaimed his love for her at the top of his lungs. Wave after wave crashed over him, until he was beaten and bedraggled, gasping for breath and nearly too weak to move. Not wanting to crush her, he used the last ounce of his strength to roll to one side before collapsing.

She curled up next to him, her head on his shoulder, one leg draped over him, her hand on his chest, and they both fell into a heavenly sleep.

Michael woke twenty minutes later, carefully extricated himself from under her limbs and covered her with a blanket before quietly slipping to the bathroom. When he returned, he marveled at the beautiful woman in his bed. 'Age cannot whither her, nor custom stale her variety.' The words came unbidden into his head as he studied his sleeping mother. Shakespeare had always seemed beyond his comprehension, but he felt now that he understood at least this masterful sentiment.

He glanced at the clock and, as carefully as he had left it, climbed back into bed and snuggled tight against her. He heard her sigh and felt her press closer to him as he wrapped her in his arms. He didn't know when they would next have time to be together, but she was his for the next hour. And he was hers forever.