While You Were Sleeping

He knew that what he was about to do was both morally close to the edge and very dangerous. What if she woke up and found his hand inside her panties? It was going to be hard to pretend he was playing with her in his sleep, but if he put his hand in her panties, that was going to be almost impossible to explain.

In spite of the dangers, Jake was beyond rational thought at this point, but not so irrational that he was going to get heavy handed. He hesitated when his hand came back to her cheeks. His mother had such a gorgeous, perfectly formed ass. He wanted to play with it, feel it and squeeze it. His hand moved from one cheek to another. Her ass felt fantastic. His cock was surging and drilling into her bare thigh. He wanted to release it so he could feel her skin on it, but couldn't bring himself to do it; instead, he moved his fingers to the waistband of her panties, took a deep breath, and slowly pushed them into her panties.

Slowly, but firmly, Jake moved his finger to the top of her crack and stopped. He was still holding his breath waiting for any sign that her mother was starting to wake. Her breathing was still deep. The thought again crossed his mind that taking advantage of his sleeping mother was wrong, but what could she expect: he was just a guy, and over the last two days she had put her hand on his cock and this very moment her bare thigh was pinning his cock. To make matters worse, her soft tits were resting on his chest and were making him crazy. He knew intellectually that she was asleep and these were just random physical acts, but his cock was ready to burst and at this moment wasn't discriminating between sleep and awareness.

He allowed his right hand to drift over his chest until the tops of his fingers rested against the thin slick material of her night shirt. The night shirt was doing nothing to protect her soft globes from his long, searching fingers. He gently flicked his middle finger against his mother's nipple. He flicked it again, this time almost imperceptibly. The next time he flicked it a little more firmly and it responded immediately by jutting out.

Lizzie moaned in her sleep and moved her thigh higher toward his stomach until it had his penis trapped only by the head. Her movement had the effect of spreading her legs further apart, so Jake dropped his finger into the slot, his finger tip in the sensitive area between her rosebud and her pussy.

His mother was starting to leak fluids. Jake could feel them coating his finger and making it slick. He was about to slide his finger into her pussy when suddenly she groaned and moved back away from him. Panicked, he quickly pulled his hand from her panties until just his fingertips remained, and then he carefully removed them to keep the elastic from snapping back.

"Wow!" he thought. "Now I'm going to hear it."

He held his breath, lying dead still waiting for the explosion that never came. After a few minutes, Jake slipped from under the covers and went to the bathroom. He had to relieve his swollen and aching dick and loaded balls. He pulled the loose shorts down. His straining cock leapt out. Usually when he masturbated in the bathroom, he sat on the toilet and shot his wad into the toilet bowl, but his cock was so stiff that he knew there was no bending it. He stood in front of the sink and jerked it quickly, and after only a few pulls felt his balls contract. He supported himself by leaning against the sink, but he almost collapsed anyway as his knees went weak as bolts of cum blasted from the head of his dick and onto the wall.

He caught a glimpse of his contorted face in the mirror and had to laugh. Between the relief his balls felt and the moment of spontaneous levity, the stress of his near discovery disappeared. He wiped down the wall with a wet cloth, relieved his bladder and went back to the couch. His mother was sleeping quietly when he eased himself under the covers. She moaned quietly and again draped her arm over his chest. He turned his head and kissed his mother softly on the top of her head before drifting off to sleep.

The next morning his mother woke early and extricated herself from their intermingled bodies. She felt great and inexplicably felt somehow that a load was lifted from her shoulders. She looked down at her son. Sleeping with him the last few nights had in some strange way been fulfilling. It had been a long time since she had lain next to a man, and she had to admit that her son was a great looking physical specimen. She was also almost sure that he had explored her body a little while she had slept. Last night when she woke, he had his fingers down the back of her panties. "Well", she thought, "at least I look good enough for him to try and play with my ass." She giggled at how naughty and good that made her feel at the same time.

After fixing breakfast for the two of them, each took a shower and headed in different directions; her to the store and to see her girl friends, and he to visit some of his friends. It was not until around 10 that evening that both returned to the house. She was happy to see that Jake had stopped by the video store and picked up a couple of movies for them to watch that evening. At the same time, she was a little surprised to see him.

"Honey, what are you doing home so early?" "I didn't expect you to roll in until at least midnight."

"Yeah, I thought about hanging out with Mark and the guys, but I just thought it would be cool to watch a movie and hang out with you. Besides, there was a break in at the Walden's four blocks over and I didn't want you to be here alone"

"That's very sweet of you honey, but you don't need to worry about me. I want you to have fun during your break."

"Actually, I am having fun. Besides, this has been a rough semester and I can use the rest. I have plenty of time to hang with them next week."

Jake had picked two comedies that turned out to be hilarious. They had laughed uproariously and had managed to drink almost two bottles of wine between them. Finally when the second one ended she said, "Those were great honey. Are you going to watch more television or turn in?"

"I think I am going to go to bed. How about you?"

"I am definitely ready for bed. Listen, if we are both going to bed, why don't we take the heater upstairs and sleep in my bed. It is a lot larger and to tell the truth, the couch is starting to get to my back."

"Sure. It is really cold out tonight and it is really getting cold in here. I am going to change and brush my teeth and then I will be in."

"Good! I know I would have been miserably cold these last two nights without you next to me. I can't even imagine tonight alone."

With that they both stood. Out of impulse, Jake turned to his mom and pulled her to him. He looked down into her eyes and said, "Mom, thank you for supporting me through college. I know I have never told you that, but a lot of my friends have little or no help from their parents. I never really thought about it until I saw how some of them struggle."

"Well honey, I love you very much, so I am glad to do it."

Jake bent down and kissed his mother on the lips. She parted her lips and kissed him back, perhaps a little longer than she originally intended. The passion of the kiss surprised both of them a bit and there was an uncomfortable pause. Lizzie dropped her hands from his waist and slapped him on the rear. "Let's go to bed, sweetheart."

"Be there in just a sec," he said smiling brightly.

Jake had never been in his mother's bed and in truth he was a little unsure of himself. There was something almost sacrosanct about her bed. Nevertheless, the goose bumps forming on his bare chest and legs made him scurry from his bathroom and into the bed.

Both of them shivered shaking the entire bed. "Jake, it was a great evening. I had a wonderful time tonight. Good night, honey."

"Good night, mom," he said and turned out the light.

There was quiet for a few minutes, each in their own thoughts when suddenly his mother's voice shook him from his reverie. "Honey, do you mind if I snuggle up to you? I'm cold."

"Oh, I guess if I really have to," he kidded as he pulled her close.

She slapped him gently on the chest. "Watch yourself mister."

She snuggled against him draping her bare leg and arm over him. Jake was a little surprised since that usually didn't happen until she fell asleep. Jake did not have much body hair, but he did have some wispy hair on his chest and down his stomach. Lizzie began to play absently with it. This was a change on two levels: she had never played with his chest hair on the nights before, and she had fallen asleep almost immediately on the two nights they had slept on the couch.

He allowed his hand to drift from her lower back to her hip and stopped as though bitten. Her shirt had slipped up and she didn't have any panties on! His mind raced with excitement as Lizzie started tracing the hair down his chest and over his hard abdominal muscles. She continued to play with it in an almost absent minded way. Jake's dick began to respond to her touch. It was beginning to move down his leg and although the boxers were loose, his movements had pulled them a little too tight for comfort, so he adjusted his cock to the front. As it continued to rise, its head poked out of the slit in the front.

His mother continued to touch his skin moving from his stomach to his shoulders and chest alternating between a soft massage and a gently scratching. When she moved from his chest to his stomach, she did it very slowly. While it might have been innocent on her part, it was turning him on. He began to moan gently, especially when she moved low on his stomach.

"That feels good, honey?"

"Ummmmmhmmmmm," he moaned in response.

His cock had now slipped completely from its hiding place and was flexing and bobbing trying to find a touch, or a mouth, or a hole. He was trying his best not to grab it and jerk it furiously, but it was almost to the bursting point. But his mother continued her movements which felt great, but at the same time left his swollen member begging for relief. He decided to take a chance and allowed his hand to slide to the right until it covered one of the soft cheeks. She didn't object, and continued her gentle massage.

Finally on one of the trips from his chest to his stomach she went lower. He hand came into contact with his dripping cock. As soon as it did, she felt the dollop of precum that had formed on the tip. She moved her hand, but not in repulsion; instead she brought it to her mouth and licked it clean. "Mmmmmmmmm," she murmured. "You taste good."

Jake thought he was going to shoot his load as soon as he heard her words and involuntarily groaned.

"I guess mama is going to have to take care of her handsome, sexy son." Lizzie didn't wait for a response and slid her hand down his stomach until it came to rest on his fat, rock hard cock. He was leaking like a faucet. "Mmmmm," she said. "We don't want to waste this." She pulled herself down his body until his cock was in her face. "He sure is fully grown. I'll be lucky to get half of him in my mouth."

Jake groaned loudly and his cock pulsed sending another huge dollop of precum to the tip. His mother was just about to suck his cock! Was he dreaming? If he was, he had never had a better dream. When she had moved down, it had suddenly given him complete access to her mound. He shifted his hand until it was resting on both cheeks of her fabulous ass and slid his finger down the crack, over her rosebud, over the sensitive skin above and finally to her sopping pussy. She was flooding and he had to taste her. He slid his finger into her tight vagina pushing it in and out. Then he slid a second finger in to the hilt. He quickly brought his soaked fingers to his mouth and licked them clean before returning for more.

His mother was groaning out loud and moving her ass to meet his fingers. She couldn't wait a second longer. She cupped his balls and dove onto his cock taking it until it hit the back of her throat. She sucked madly as though its contents were water and she hadn't had a drink in two days.

Jake was losing control. He grabbed her hips roughly, lifted and slammed her pussy onto his waiting mouth and tongue. He grabbed a cheek in each hand and pinned her clit to his nose as his tongue sought her flooded folds and hole. She ground her clit into his nose, moving side to side and back and forth. She slid her hands under his ass and pulled his cock further into her mouth. His hips were bucking up, fucking her face furiously. More and more of his dick disappeared into her mouth with each thrust until his balls were slapping against her nose.

Both her pussy and his cock were flooding juices. Each was swallowing time and again in an effort to keep from chocking. Jake felt his cock swell and the hole start to expand.

"Unnnhhhhhhhhhhhh!," he groaned loudly in warning. His mother responded by shoving her finger roughly in his asshole. As soon as it cleared the anal ring, his balls exploded sending a massive load up the shaft and out of the tip. His mother backed off and held about three inches of his dick tightly in her mouth. Her cheeks billowed out as his white, hot cum filled her mouth. She swallowed again and again, barely keeping up with the flow.

Suddenly her hips gave way as her orgasm raged through her body like a series of ocean waves crashing violently against the beach. "Mmmmmmphhhhhhhhh! "Mmmmmmphhhhhhhhh! "Mmmmmmphhhhhhhhh!

Both of them were drenched in sweat and cum. His dick was still in her mouth slowly softening. He was breathing through his mouth as his nose was still buried in the folds of her pussy. As they slowly recovered each began to lovingly clean the residues of cum and vaginal fluids from one another. She licked the sweat from his inner thighs and balls. The smell was overpowering, but amazingly erotic. Finally she wrapped her hand around the shaft, licked under his dick cap for any hidden residue and then gave the tip of his cock a gently kiss.

He had never tasted anything that was simultaneously so pungent and sweet. He had licked every inch of her pussy, sinking his tongue as far as possible in her vagina trying not to waste a single drop of her juices. He held her cheeks apart and ran his tongue up her crack and over her rosebud. Then he kissed her pussy softly from top to bottom keeping his arms wrapped around her ass gently pinning her to him.

Within minutes, his cock began to harden again. "Mmmmmmmmm, baby, mama needs a little break. My legs feel like rubber." She slowly moved off him. He turned his body and moved his head down to hers. She pulled him close and kissed him deeply and longingly, her tongue seeking out his. She could taste her pussy on his mouth and he could smell and taste his cock and cum on her breath and tongue. Her tongue came out to lick his lips clean and he returned the favor.

His fully hard cock was pressed against her pussy and stomach. He turned over onto his back and pulled her on top of him. They kissed one another like lovers for several minutes. Lizzie noticed that her pussy was starting to flood again as his cock lay in the folds of her pussy, flexing and pulsing against it. She knew that she should stop this now. It was bad enough that she had sucked her son's cock and he had eaten her. Fucking was just plain wrong according to all the normal conventions. She needed to explain that to him.

She moved her hips up his stomach. His pulsing cock now rested between her upper thighs. She had to admit, his meat felt wonderful, but still, they dared not go any further. "Honey, we can't do what we both want to do. You understand that don't you," she said unconvincingly.

"Why? Who is going to know? "

"That's not the point. There are psychologies at work here: Feelings of guilt, feelings of regret."

"Well, how do you feel now? Because I can tell you, I don't feel guilty. I don't regret a thing. And when I wake up tomorrow I will feel the same. Yes, you are my mother, and I see you that way at all other times, but here in this bedroom, late at night, it is only a man and a woman, and I feel like fu.....making love to the most incredible woman I have ever met; one that I think is amazingly sexy."

"Well, I certainly don't regret what I have done. I do feel a little guilty because I feel like I should know better and should have controlled the situation; not let it go this far."

"Mom, I am a grown man. Oh, I know I have a long way to go, but believe me; I know exactly what I am doing and if I had wanted something different, I would have said so."

Lizzie didn't speak. Instead she bent forward and put her cheek on his. Jake put his arms around her and held her tight. Suddenly he felt her tears run down his cheek and instinctively knew they were tears of surrender. He turned her cheek in his hand and licked her salty tears. "I love you mom."

"I love you too, sweetheart."

He moved his hands down her back until they came to rest on her ass. She didn't protest. He spread her cheeks and ran his fingers down her crack letting his short fingernail gently scrape against her rosebud. "Oh, my God, where did you learn how to please a woman," she moaned.

"Mom, to tell you the truth you are only my second, so it must be that you are bringing it out in me."

He eased her down to the head of his cock. Her pussy was slick with fluids. She reached behind her and grabbed his once again full cock. She flicked it hard up and down her slit until the head was soaked with their combined juices. He was trying to go slow, but his aching cock was getting the better of him and his hips were beginning to thrust. She placed the purple head at her channel opening and gently pressed down until the head was in her. She removed her hand.

"I'm sorry mom, but I have to have you NOW!" He rotated his hands to her hips and jammed her onto his dick all the way to the root. She gasped in surprise and then groaned from the incredible feeling of having her son's fat cock buried in her snatch. When he hit bottom it was as though an electrical main was switched on. Her orgasm raced through her body causing her to shudder. "Oh fuck! Your cock feels so good! Fuck me son, fuck your mama!"

Jake responded by lifting her ass to the tip of his dick and roughly slammed her back down on it. She began to buck madly burying his cock in her and moving her clit and pelvic bone hard against him. "Oh, baby! I'm cumming! Mama is cumming with your big dick inside her!"

That was too much for Jake and he raised her completely off his cock and then slammed her back onto it again burying it to the root. His cock expanded to an obscene size and then shot an enormous stream of cum into his mother's pussy. "Unnnnnnnhhhhhhhhhh!"

She collapsed onto him in a sweaty heat, the cold forgotten. His cock slowly shrank until it popped out of her. "I don't want to get up, but I am a mess," she said. He kissed her lovingly on the lips and didn't say another word. He turned around in the bed and then slowly, deliberately licked his mother clean. She held his head between her legs moaning until he had lapped up every drop. Then she licked their combined juices off him.

When they finished, the cold had returned causing them to again snuggle together.

"Mom?"

"Yes, sweetheart?"

"Do we really have to fix the heater?"

They both laughed and then kissed goodnight. Both knew the heater would be without doubt be set on low for the rest of his break from school.

Hope you enjoyed the story. I would like to hear your comments.