One

I can't ever remember not having strong affection for my Mom. She had been a model for lingerie briefly when she was just out of High School, and Dad was still courting her. She had a few pictures of herself in those sexy outfits around the house, and growing up they were always in my mind. Her auburn hair was always loose and long, around the aquiline nose that made her look a little exotic. Big eyes, a wide, sexy mouth that seemed to permanently smile at me.

Men always looked at her, and I just took it for granted, not thinking much about it. It turned out that Dad didn't like it so much. They say timing is everything, or maybe people make their own fate. I dunno. Most of my memories of my youth are about moving a lot, and never having good buddies. So Mom was really my best friend. But what we talked about was always athletics, school subjects, why teachers seemed to like me and not other kids. "You're bright dear. They always want to teach someone who learns fast."

Sex never came up, because I didn't start through puberty until I was twelve. Probably it would have if Dad hadn't left. I remember them having arguments, about things I didn't understand. So what if he slept with someone else? Every once in a while Mom would come in and sleep with me, and that never caused an argument. But Dad seemed like he didn't like us anymore. And sometimes when Mom would curl up against me in my bed, she would be crying.

Then one night they woke me up with an argument, I heard a lot of crashing and stuff from downstairs, and then it got quiet. I remember almost falling back asleep when I heard him shout something, and the front door slam. Then Mom came in and cuddled up to me awful tight, crying real hard. I did fall asleep eventually, with her just laying there. I remember how wet her tears were on my face. She didn't even get up to fix my lunch and I had to go to school with a lousy peanut butter sandwich I made myself. That afternoon, when I got home, she looked terrible, her eyes bloodshot and red, her hands shaking. "What's wrong, Mom? Where's Dad?"

It was funny. She didn't give me any explanation, but said she was sorry for not making my lunch. She kinda sniffled the whole day, and that night I woke up with her against me again, but this time we were front to front. She was asleep. And this is where timing comes in. I must have just been starting puberty, cause my little dick got stiff feeling her big tits and hips nestled to me. There was this funny jangling in it, totally different than when I took a pee, and I wanted to rub it against her. But it scared me, and I rolled over and just put my back to her. I remember she sort of sighed and her arm pulled me tight. It took me an hour to get back to sleep.

She was better the next day, and made my lunch. I stared at her body under the white robe she always wore in the morning, and my little cock got hard again. Usually if something like that happened I would have asked her about it, but I was afraid of bringing it up because I knew something was wrong. She still hadn't said anything about Dad.

When I got home that afternoon there was a guy in a suit talking to her in the living room, and she gave me a coke and told me to go upstairs to my room. I tried to listen, but couldn't hear anything. Then I guess the guy left, and she came up and walked in. "Your Dad has gone away for good, Billy. We're going to get a divorce." She sat down on the bed beside me, and looked at me like I might be sad, but I wasn't. My stomach was kind of tight, but I just grabbed her hand and said "I'll take care of you Mom." She hugged me and smiled. She smelled nice like usual, and she kissed my cheek and told me to do my homework. At dinner she asked me if I would miss Dad, and I said "Aw Mom he was yelling at you all the time, and he wasn't very nice to me lately. If you'll be happier, it's okay with me." She got up and hugged me.

That night, I woke up snuggled to her back. My pecker was stiff, and throbbed like it was hungry. It was stuck between her legs, right where her butt with just panties over it was pushed into my groin. I didn't know what was going on, but started rubbing it in her crack because it seemed like what the stiff little thing wanted. It felt really good, and I kept rubbing until suddenly this explosion hit my whole body, and stuff shot out onto her panties. I had no idea what had happened, but I knew it was neat. My stuff sort of surrounded my cock and stayed there between her thighs. I shut my eyes again, but instead of falling back asleep, after about ten minutes my tool got hard again, so I humped into the wetness between her legs, and the same thing happened, but took longer, and was even better.

I know it must sound like I was a geek, but I had never had any sexual thoughts before, and chances are if a few more weeks would have gone by, I'd have asked Mom about it, she'd have explained and nothing unusual would have happened. As it was, she got up before me, and was kind of quiet at breakfast, and I wasn't sure if she was acting strange because of Dad or what. So I just acted normal.

She quit sleeping with me, at least until the night Dad came and took me to the zoo a couple of weeks later. She seemed upset when I left, and just stood at the door and Dad stayed down by his car. He didn't even get out of the car when we got home, and Mom pulled the door open before I even got there. She seemed upset, and asked "How was it honey? Was he nice? Did he say anything about me?" He had said Mom was a tease, but I didn't think that she wanted to hear anything like that, and just said "Naw Mom, we just talked about school. Who's Miss Frazier?"

She got upset about that, though and said "She was there? Damn." Then she started crying and went up to her room. That night, I was awake when she sneaked in to my room and crawled in beside me. My cock had been getting hard every night, but I didn't know what to do to make it stop tingling, so I waited until I thought she was asleep, then turned around, pushing at her with the stiff, tiny bundle of nerves. I pushed a couple of times and it got between her legs again. That felt really good, and I twisted it in and out of her legs, until the explosion came, and I shot all over her front. I looked down there, and saw white goo all over her panties, but also a dark triangle where I had been pushing, and little bits of hair at the edges of the vee of her panties. It didn't smell like pee at all. I pushed it back between those warm thighs, wet with my stuff, and started humping again. I hadn't even gotten soft after the first time.

I kept at it and just as I felt the nut coming, she woke up. "Oh Dan, Dan." she sighed. (Dan is my Dad). I got scared but started spurting just as her eyes popped open and she yelled "Billy, Billy what are... oh my god." She reached down and grabbed my dick, just as another blast came out. "I'm sorry Mom, I'm sorry oooooh." I humped at her hand, it felt so good, and she let it go and jumped out of bed. I was breathing hard. I heard her go into her room and start crying. I waited until I was calm, then pulled underpants on and went in and said "Mom, Mom, don't be mad. I don't understand."

She stared at me. It seemed like forever. "You really don't understand, Billy? Do you know what you were doing?" I sort of did, but not very well. I said "No Mom. Why does my peepee get stiff like that? What is that stuff? Geez, it felt so good to me." She had tears running down her face, but began to laugh. "Where is that bastard when I need him" she muttered. Then she pulled me over to her bed. She took my hand and looked me in the eye. "Billy, that's how baby's get born. You stick your peepee inside a girl, and it shoots, and she gets pregnant. You have to be terribly careful not to make a girl pregnant until you're married. It feels good cause that's your body's way of making you want to have children. But you can't do it to me."

I asked "Why, Mom? Doesn't your body like it too?" She kinda giggled, and said, "Yes, darling. My body likes it too. But it's evil to do it with your own son, because if you had babies they would be funny." I didn't see that. "Do you always get babies when you do it?" She sighed. "No dear, mostly women do things to avoid it. But it's still evil between a mother and son." I shook my head and said "I don't see why something that feels that good should be bad between us, Mom. Besides, how can I make that feeling go away if I don't rub you?"

That stopped her for a second, until she looked like she realized what I meant. "Uh, you mean you don't know how to uh, mastrubate? You know, jack off?" She was watching me, blushing, and when she saw that I didn't have any idea what she was talking about, she sighed and murmured "Shit" under her breath. She kept looking at me, and then said "Okay Billy, I'll show you how to, ummm, make the feeling stop. But then we'll forget this all ever happened, and don't you dare tell Dad." She reached out and grabbed my little boner, which was hard again. She grinned when I jumped, and leaned over and kissed my cheek. "Well, at least you love me."

She pushed me down so I was lying on my back, and pulled my underpants off. My cock was about three inches long, but stiff as could be. She stared at it as she said "See, you have to use your hand like it was inside a girl." She licked her hand, and made a fist, and stroked down from the head. I groaned, staring at her breasts, which were hanging there pushing out her tee shirt. She looked to see if I was paying attention, and saw where my eyes were. "Billy! C'mon, pay attention. You shouldn't think about Mommy's body. Haven't you seen Playboy or anything?"

She saw I didn't know about all that either, and cursed. She got up and walked over to Dad's closet, and bent down to get a box on the floor out. I watched her butt like a hawk, my tool just vibrating with the sexy sight of her hips wiggling, and that dark area between her thighs as she bent over. When she turned around, she had a bunch of magazines. When she saw where I was staring, she got this exasperated look on her face, and wagged her finger at me, but she was grinning. As she walked back to the bed, she opened the top one, and let this long poster hang out. She plopped down beside me, and held it up to me. It was one of the pictures I had seen in some of the kids' lockers, a blonde with big titties and black fuzz between her legs.

"Hold it and look at her, Billy. When you masturbate, think about her, or the others in these magazines. See, it makes your peepee real hard." She licked her hand again, and started moving up and down on my cock again, and I could feel it starting to give me those feelings. "Oh geez Mom. Oh boy. You mean that's all there is to it?" I stared at the blonde, and after about ten strokes, I got another nut. Stuff really squirted, and I heard Mom giggle. I put down the magazine just as I saw her licking her hand with my white goo on it, and she blushed.

"Okay, now you know how to do it, Dear. Don't do it too often, but when you have to, that'll make you feel better. And I won't come in and sleep with you any more, so you don't get tempted." I argued with her about that. "Geez, you could do it to me Mom. Then we could still sleep together. I like feeling you with me at night." She had a sad look again, and sighed. "I know darling. I like it too, but it isn't fair to you. Now I don't want to hear another word. Lets just forget this ever happened. Go back to your room, and take those magazines." I was almost crying now, and she chewed her lip as I pulled up my underpants, and grabbed the magazines.

But I stopped at the door and looked back at her, lying there looking sad. "Mom, those girls? They aren't as pretty as you." I pulled the door shut, as she started crying again.

Two

From then on she was almost always careful with me. She was always covered, and never let me look at her when she was in bed. But I could still stare at the pictures of her when she was younger, in the lingerie. I would go down to the living room, when I got tired of the Playboy magazines, and get the best one, her on her knees arched out toward the camera, her nipples almost showing. I'd beat off remembering the feel of those tits, and that pussy.

With my curiosity aroused, I learned all the words quick, mostly from classmates. There must have been a dozen different words they used for jacking off, and the ones who seemed to know the most were these rough kind of kids who were big football players. They taught me fuck and cunt and all that stuff. They got a kick out of a little kid with no hair on his balls being so curious. But I was growing pretty fast, and pretty soon I had gained a lot of weight, and had a little hair down there. It's funny, I was never shy around girls like the other kids in my class. I always compared them to Mom, and they weren't even close, so I was cool with them, and because of that, I guess, they were after me all the time.

But it was true, their skinny bodies and bony legs just weren't all that interesting. Not when you got home to a sexy woman who by the time a year had gone by had exercised herself back into the shape she had been in when she and Dad got married. And every once in a while, she'd have a bad day and want to sleep with me. The first night she did, I didn't realize it until the next morning when I smelled her perfume in my room when I woke up. I squinted at her when I came down for breakfast, and she blushed. But it was around the time the divorce was being finalized, and two nights later I was still awake when she snuck in. I waited until she had gotten under the covers, and had squirmed up against me, with her front against my back.

Then I reached around and put my hand on her hip. "Billy! I thought you'd be asleep." She started to roll over, but I kept hold of her hip and rolled round so my other hand could grab her behind the back, and held her against me. "Billy, Billy, stop it." I strained up and kissed her, right on the lips, but softly, no tongue, just lovingly. She struggled against my hands holding her against me, but not too hard, it didn't seem to me. When I took my mouth away from hers, she sighed. I said "Mom, I like being with you, feeling you, smelling you. I love you. I want it to be like it used to. When it was just you and me."

She sighed again and put her arms around me. "Oh Billy, I love you too. Christ." We lay like that for a while, but I couldn't help my cock getting up. She felt it pushing into her belly, and whispered, "See, darling. It just isn't a good idea, it's dangerous." My head was spinning. "Mom, Mom." I tried to pull her to me, frantic with desire. She pushed me away.

I twisted away, sobbing. "I wish I never got my cock stiff, didn't want to beat off all the time. Then we could still be together, Mom." My hand was down on my prick, working away. I was sad it couldn't be like before, yet so damn horny. I heard her moan "Oh Billy, honey, I love you too, it's just so awful." I felt her hand sneak around and cover mine on my cock. "Here honey, let me do that." Her lips were kissing my ear, and my cheek. She wrapped her hand around my pulsating tool, and squeezed it softly. "Ahhh, you've grown darling. It's bigger, and you have some hair. Oh my darling baby, mmmm." Her hand was working up and down on my stiff dick, and the stuff was already oozing out, lubricating it.

Feeling her against my back, and her hand stroking my tool, I came quick. "Mom, oh god, Mom.Ummph." I squirted wildly, all over the sheets. "Go ahead baby, get off, it's nice, huh. Oh my baby, mmm." We stayed like that, her hand around me, and she was waiting for me to calm down, but I didn't. I could smell my jism, but there was something else too. It was her, the smell she got sometimes when she had slept with me and would moan in her sleep. I moved a leg back between her legs, and hooked behind her knee, just trying to feel her. I felt her hips kind of pushing against my butt.

"Oh Billy, you aren't going down, you horny little boy. Oh Billy, it just isn't right, but I love you baby. Here, I'll do it again. Turn over." She pushed my skivvies down, and started stroking me again, kissing my cheek. I reached a hand over and covered her tit, feeling the nipple hard against my palm. I felt her jump a bit, and my hips pulsed up to make her hand go faster. "Oh shit, oh god" I breathed, as she pumped my thrilled cock. "Billy, Billy, Billy" she whispered in my ear. Then I turned my head and kissed her again, and this time she opened her lips and her tongue went in my mouth. Her hand moved faster, and I started really humping. Suddenly she threw the sheet off, and with her hand still working, kissed the head of my cock. She must have known that would do it, cause I started shooting with my head and nuts just in wonderful spasms, as she sucked my spunk into her mouth.

I shot and shot, it seemed to me more than I ever had before. I could feel her bucking against my hip, and I vaguely felt her cunt hair scraping my skin through her panties. "Mom, Mom. Oh Mommyyyyyyy." Then I smelled the smell of her, but stronger, and she was really twisting against my hip. "Darling baby, my little boy, Oh Billy, mmmmmmmmm." She was staring at me wide eyed, a fevered look on her face. Her mouth was open, and I could see my thick white stuff on her tongue. Her pussy was still humping my butt. I lay there with stuff still oozing out of me, worming against her body, loving her smell, her perfume and that tart musky other smell that I thought must be from her cunt. "Oh Mom, how can something so nice be wrong?"

I heard her suck in a breath, almost a sob, and she twisted away and ran to her room. I pushed my wet jockeys off, and followed her. She was curled up, and I threw myself down beside her. "Mom, I'm okay now, you got me off twice, I'll be good, I promise." She was sort of strangling, crying I thought. I hugged to her, and she just lay there. Suddenly, she twisted around. "Honey, give me your hand, okay?" She pulled me down and pushed my hand inside her panties, over the thick pubes, and down to her slit. She wiggled around until I felt a bump on one finger. "Ahhh. Feel that, Billy. It's my clit. Tickle it baby. Go ahead. I'm not okay. Ugggh."

I could feel the bump, and it was hot and hard. My middle finger was up on it, and she moved her hips when I caressed it. "Uh huh, uh huh, yeah. Just like that, oh yessssssss." Suddenly her hips went wild. I tickled faster, and she moaned like I felt when I came, and I smelled the smell again. Her hand was down there, and below mine her fingers were sort of buried inside her. Dimly, I realized that must be her vagina, her cunt. "Oh Mom, are you cumming too? God you smell good."

She was crying kind of shrilly as we both kept pushing at her hairy mound. I couldn't believe it, I was completely surprised, but I thought she seemed happier as she sort of sounded relieved. She crooned "Baby, baby, darling Billy." Then she kind of collapsed, her hands left herself, and went out to the side. I could feel the tension go out of her body. She was still breathing pretty hard, but it was slowing down some. We lay there for ten minutes.

She started crying again. Tears were rolling down her cheeks, and she put an arm around my shoulders. We sort of cuddled a while, and I fell asleep. I didn't wake up until the next morning, and she wasn't there.

Three

She had made me breakfast, and was covered by her white terry robe. She seemed a little haggard. We didn't say anything for a while, until she sighed, starting to sort of babble. "Oh Billy, I miss being able to sleep with you too. I like being close to you, cuddling, all of it. Like it used to be. But it always seems to lead to something that's wrong. I know you can't help it, neither can I." She started crying again. "It's not fair, we love each other but our bodies keep interfering."

I got up and put my arms around her, being careful not to touch any of her skin. "Mom, Mom. Why can't we just do what we did last night? That's not wrong. You taught me how to jerk off, and we haven't grown two heads, have we? I want to be there when you need comforting." She choked on a sob, and giggled at the same time. I knew the word "motherfucker", and knew it was a nasty thing. But that didn't change the way my stomach felt, and the heat in my cock, and the love in my heart. She reached up and rubbed the back of my head, then turned around and kissed my cheek. "We'll see, darling. Now go to school."

We kept pretending it didn't happen, and eventually life seemed to be normal. I grew some more, and one of the girls in my class got big tits and was after me a lot. Her name was Sally, and she was the sister of one of the football players. She was the best developed girl in our class, and I was flattered by her attention. She went out with sophmores mostly, and even a junior one time, I heard. But in class, she always flirted with me, pushing her fat tits against my arm, and blowing in my ear. I just smiled at her, until one day after JV baseball practice she was waiting for me outside the locker room.

"Hey Billy. That was a nice play you made today." I blushed. "Thanks Sally. You waiting for Doug?" She giggled. "No, for you silly. Why don't you ask me out sometime?" It was strange, I wasn't embarassed about her coming on to me, just about the compliment for my fielding. "Aw hell, Sally. I don't have a car, and besides you go out with Doug. He'd be pissed if I took you out. And I don't need that shit." I remember thinking if I used naughty words, she'd be put off. We were walking out past the football field, and she took my hand.

Instead of going toward the street where we could catch the bus, she pulled me over to the woods behind the bleachers. She giggled when I didn't say anything, just went along. "How come you're so cool, Billy? I've been dropping hints to you for weeks, and you don't do anything." She whispered in my ear "Do you beat off all the time?" I looked at her and smiled. We were standing under the trees, and in the dim light, she looked pretty good. I didn't feel nervous or anything, but my cock was starting to lurch. "Do you, Sally?"

It was her turn to blush, so I stepped up and put my hands on her hips, pulling her chubby butt into my groin. I let her feel my hardon. Her eyes widened, and she sucked in a breath. "Geez Billy." She kissed me, clumsily, with her mouth open, and her tongue went in my mouth. I took my hands off her hips and held her head, so she wasn't so frantic, and let our lips massage gently, so it was nice and smooth. I let my own tongue slip in her mouth, and she moaned. Her eyes were closed, and she was enjoying it. I think she wanted me to feel her tits, but I knew what would get her hotter, and more willing.

I reached down and pushed my hand inside her jeans real quick. She squeaked, and started to say "Stop it, Bi... mmmmm." I had a finger inside her, and was rubbing the hard spot with my palm, the way Mom had gotten off. I felt her hips buck out, and she started mumbling "Oh, oh, oh." as I stroked her. After about a minute, she reached down and unsnapped the fly of the jeans so they were looser. I could feel her soft little fleecy pussy worming at my hand. "Oh geez Billy, that feels better than when, ugh, when I do it. Unh, unh."

Suddenly she started really writhing, and was squeaking. "Billy, Billy, yeahhhhhhh." I could tell she came. I kept kneading her cunt so it would feel good to her. She gasped and humped for a couple of minutes, then opened her eyes and kissed me again. "Oh Billy. That was nice. C'mon, lemme have your cock, and I'll jack you off." I stepped back, even though my prick was hard as a rock, and started unbuttoning her blouse. She had a white bra that wasn't very sexy on. She was grinning, cause she thought every boy wanted her tits. I reached behind and released the clip in back, the way I had when I practiced with Mom's.

When the bra came loose. I pushed it up and leaned over and sucked her boobies. They were fat and already starting to droop, but the big nipples tasted like salt, and it turned me on to run my tongue over the hard little points. "Oh Billy" she groaned. While I did that, I got my hand down and started on her pussy again. Her eyes started to close, and her whole body was wiggling. "Ummmm, ummm" she was moaning. So there I was, right in the middle of this small sparse woods, with little Sally putty in my hands. I didn't want her to jack me off, I wanted to fuck.

"C'mon, Sally. Pull my pants down." She reached down and started fumbling with the belt buckle, and by the time she had that loose, I had unzipped my fly. She pushed the pants and jockeys down to my knees, then grabbed my dick. She started to stroke it, but she was kind of clumsy. It wasn't hard to relax and keep calm. I pulled one leg out of my pants, with just my socks on, then pushed her jeans and panties down off one leg with my foot. I kept diddling her with my hand. Then I sat down with my back against a big oak, and pulled her down on my lap, with her knees around my hips.

I saw her eyes open, and a little panic. I wormed my finger deeper inside her, and concentrated on her clitty. I felt her hips buck, and she relaxed. I kissed her, and her mouth was loose and frantic again. She still had her hand on my cock, and was trying to beat it so I'd shoot. I let her get used to this position, then reached down and got my hands under her butt. Her eyes opened, and I could tell she was excited. "Let go my prick, Sally." She stared at me, breathing hard, and let go. I lifted her hips up, and felt around with the head of my tool, and learned another lesson about timing. The sensitive skin found her cuntmouth quick, and the head and a little more got inside her.

"Billy, nooo, noooo, I'm still a virgin... ohhhh, oooooh." I was holding her up, but as she tried to push backwards, my stiff tube pushed at her love button, and she stopped trying to get away so much. Her hips started to rotate, cause I had her good and hot, and she started working with my hands on her hips, and gave little grunts. "Oh Billy, you're fucking me, aren't you? It feels good Billy. Will it hurt will it hurt. Oh, oh." She leaned down to kiss me, and her hips slipped out of my hands, making her sink all the way onto my cock. "Ouch. Oh shit. Uhhh." I just sat there, my cock six inches in her pussy, jumping a little, waiting to see how she'd react. She stared at me, and I could almost see her relaxing and starting to want to cum again.

She moved up a little and settled back down. It didn't feel rough or anything, actually real wet and hot. I saw her eyes close as she sunk all the way down again, and she must have been hitting her clitty. "Ummm, yeah Billy. Fuck me, fuck me." By now I was so hot I had no idea how long it would take, but I started humping up into her hole, and she tried to help me get all the way in. We were kind of clumsy, but it felt awesome, and I could feel jism loading up in my balls. I sort of vaguely knew it would be better if I could wait, so I tried to not be too wild. Pretty soon she was doing all the work anyway, as she started really writhing. And then she came, real hard, in spite of its being her first time, and she seemed to really enjoy it. "God damn, Billy. Jesus, jesus. Ooooooh."

I hunched down a little, and humped into her, even though I could feel her body squeezing my prick. Two strokes, and I started shooting. "Oh Sally, Sally." She heard me, and felt it, I think, and got this funny smile on her face. She leaned down and whispered "Did you like it baby? Did it feel good to fuck me? Boy I liked it." Just then, we heard some noise, and she jumped up and covered herself frantically. I just sat there and pulled my pants up. It was just a bunch of kids, and they never saw us. She was standing there, fumbling with her shirt, the top two buttons of her jeans still loose. I said "Come here Sally. Let's cuddle." She sighed and sat down beside me, and we sat there for a long time. I liked feeling she enjoyed it too. I never did tell her it was my first time. She seemed to assume it wasn't.

Sally worried for a couple of weeks whether she was pregnant. I heard Doug was mad that she didn't want to go out with him any more, and we walked home from school together all that time, but never made it again. Then she got her period one night. She called me at home.

Mom answered it, and when she handed me the phone she was grinning. Sally said "Billy, I just started my period. It means I'm not pregnant. Geez I feel better. Listen, will you get some rubbers, and we can come over here in the afternoons?" I said sure, and hung up. Mom asked what Sally wanted, and I just said she wanted me to get something for her. Mom looked at me kind of funny. She hadn't come in my room since that last time, because really, her life was going pretty well. She had started dating a couple of good looking guys, and had even more calling her. She seemed more relaxed, and we cuddled sometimes on the couch watching TV. She didn't seem nervous or upset. I still got hard around her, but had learned to hide it.

She had this job answering phones for a legal office, and started taking courses to become a paralegal. She hadn't done even one year of college, but seemed to handle the courses easily. Anyway, three nights a week she was out until nine. Sometimes she stopped to have a drink with one of the class, and her teacher took her out too. So she was busy, happy, and my grades were good. So she bubbled. One morning I said to her "It's nice to see my old Mom back." She kissed me real hard, right on the mouth. No tongue, though.