My older brother, Damon, had just graduated from high school and, lacking any real interest in college, he had signed-up for a stint in the Marines. Well, good for him; for me, I was headed to college as I wanted to be some kind of engineer, maybe computers, maybe electrical.
I was three years younger, fifteen, and would be the only one left at home with my mom who had been divorced for many years, not long after I was born, actually.
So, we had a party for him, a big cookout for him and his friends, there were a lot of them, and a keg of beer that Mom supervised like a hawk making sure no one over-indulged. I managed to get a couple myself only because she knew I would just go upstairs and go to sleep.
So, the time drew near and he had packed a few things; they tell the recruits not to bring much, that they would get a complete make-over when they got to camp. The day before he was to leave, he took me out to our favorite pizza joint for lunch. It was a family-owned place, not one of those mega-chains, this place served pizza that was crisp and delicious.
As I was downing my second piece, he leaned forward and said, in a low voice, "Um, Phil, there's something I need to tell you, it's just between you and me, okay?"
I told him, sure, and he went on, "Well, there's something I've been doing around the house, um, for Mom. And I want you to do it after I'm gone."
"Well, you know Mom doesn't date much, it's been, what, maybe three years? So, um, she, well, here's the situation ... Mom and I ... well, for three years now, I've been Mom's lover."
He leaned back as I tried to process what he had said. Mom's lover. That meant only one thing.
"You and Mom... ?"
"Yes. I love my mom and it started out my idea, she didn't want to in the beginning. But, well, I love her, knew she was lonely and, well, you've seen her, she's no old lady, she's really nice. Oh, let me tell you, she's nice."
"Yeah, Mom's pretty, I can see that, it's ... well, geez, a little out of the ordinary."
"Well, I'll tell you, our mother is a very sexy woman, Phil, and I should know. And she's still too young to just be by herself. That's why I'm telling you this."
He stopped for a minute as it dawned on me what he might be getting at.
"What I want, Phil, is for you to take over for me, be with mom and make her happy. I'll guarantee she'll make you happy."
"Like sex with Mom? For me to take over what you've been doing?"
"You got it, little brother. Have you had sex, yet?"
"No, I've gotten Barb Hendry's bra off but that's all."
"Well, I've got no doubt that Mom will show you all about it, she's really something else. You've just never dreamed all that your mother is, she's a MILF for sure."
So, I told him that I would do the best I could, that it was so sudden that I just was in a spin thinking about it and he told me that was okay, he knew I'd do the right thing.
Then, we went back home and the next day he left for basic training.
I really didn't know what to do. I was fifteen, after all, and my brother had suggested I begin a sexual love affair with my mom. So, I didn't do anything, anything, that is, until a few nights later, after I was in bed, I heard my mother sobbing.
I lay there in my bed hearing my mother, hoping she would stop. But she didn't. I was finally able to get to sleep in spite of it.
All the next day, it was all I could think about. At dinner that night, she seemed better though she did talk about Damon a lot, what he might be doing, how much she missed him, what he might need, how he was taking to the Marine Corps.
Then we watched TV and, around ten or so, I went to bed to read for a while and as I lay there, I heard her crying again.
I just couldn't stand it any more so I got up and went down the hall. As I stood outside her door, her sobs continued. I eased the door open and said, softly, "Mom, Mom, it's Phil, can I come in? Are you all right?"
"Oh, Phil, god, I'm so sorry, now I've upset you, haven't I? I'm so sorry, yes, come in, here," she said as she lifted the covers up for me to slide under.
We embraced as I felt her tremble in my arms.
"It's all right, Mom. Is it Damon? That he's gone?"
"Oh, I don't want you to think I love him more than you, Phil, it isn't that, it's just, well, I do miss him, even more than I'd thought I would."
I was holding my mother in my arms when I realized that she was naked, well, except for panties. I was in a teeshirt and briefs, like usual, but never realized this was how my mother slept. Whether I wanted it or not, my cock began to lengthen and swell as my hands slowly moved along her bare, smooth back.
I moved my head down and kissed her. I kissed her right on the lips like I would kiss a girl, then my kiss changed to the way I kissed Barb Hendry, with my tongue exploring her mouth.
She pulled back, saying, "Phil, that's quite a kiss for your mother. I'm not sure that's a proper way to kiss me."
"It's the way I want to kiss you, Mom, just let me, okay," and I went back to kissing her as my hand came around to cup her breast.
"No, Phil, you shouldn't be doing that. Please."
I kept my hand on her breast and she pulled it away.
"I don't mind if you stay here with me tonight but you have to keep your hands to yourself. Okay?"
I decided to do what she wanted and so I gave her a kiss and said goodnight and we both went to sleep. Together.
She was up before I really came awake and in the shower to get ready for work. She came out of her bathroom already mostly dressed and finished getting ready. I lay there in bed looking at her, admiring how she looked, thinking that my brother was right, our mother was a MILF, a mother I wanted to fuck. Yes, there was no question, I wanted to be my mother's next lover.
During the day, I was hoping that things wouldn't be tense between us when she came home from work and she did seemed her normal, happy self. We both worked together getting our supper ready and had a nice time doing it.
Around ten thirty, we both decided to go to bed and I went up and brushed my teeth, then settled into bed with a book.
About twenty minutes later, there it was again, Mom crying. It was like my own heart stopped when I heard her. I lay there almost crying myself. Then I got up and slowly went down the hall and knocked.
"Oh, I'm sorry, Phil, I'm okay, it's fine," she said.
"Can I come in?"
She said I could so I eased the door open and the room was dark. I went over to her bed and got in.
"I'm sorry, I guess I just miss your brother, it'll pass, I'm sure. Not to worry."
"He told me, Mom," I said. It was deathly quiet in her room. "Damon told me about you and him, that, um, that you two were ... lovers."
"Oh, god, why did he do that? I didn't want you to know, we were so careful. Oh, what must you think of your own mother?"
"Mom, I think you're wonderful. I know you've been lonely all these years. I know how hard you've worked for Damon and me. You've given your whole life to us. I can see why he wanted to make you happy. I want to make you happy, too."
There I said it.
Again, deadly quiet.
"Oh, Phil, you ... oh, I can't believe this. This isn't something you have to do, Phil, please believe me. Yes, I did have a relationship with Damon, he told you the truth about that. Honestly, it was quite wonderful. Maybe I shouldn't say that but, well, it was."
"He told me the same thing, Mom. About how much he loves you and about what you two had together. I want the same thing. I love you, too."
Again quiet except for a bit of sniffling in the darkness. Then her arms circled me and pulled us together. She was naked again, except for panties, and, as you might expect, my dick began to take interest in the nice, soft, smooth skin I was touching.
"This is so confusing, I know you're sincere, I know you mean what you're saying but you should get yourself a girlfriend your own age. That's who you should be with. I know you get urges, boys do, I know you, well, I've seen the sticky tissues in your waste basket. I know what that means. You're just wanting a girl, that's all."
"Yes, I have urges, god, every guy my age does, but, you're wrong, I've thought about it and I know who I want. I want a sexy, hot woman who loves me and I love her."
"Well, it's just too much for me to process right now. Why don't you stay here and I'll take care of those urges and then we can sleep on all this?" and she raised up, leaned over and gave me a kiss.
"I'll be glad to give you a hand job, Phil, it's something I enjoy doing. Well?"
It was quiet again as I thought about her offer. I had a hard-on, that was for sure, so I thought, what the hell, it's better than me doing it.
"Yeah, I guess," I said softly.
"Do you mind if I turn on the light next to my side of the bed so I can see? I like to watch while I do it if it doesn't embarrass you too much."
"No, it's okay," I told her as she clicked on the light then reached over to pull the sheet off us.
She was beautiful. Her breasts were really nice, I knew they were C-cups from looking at her bras, and they were firm and full. Her nipples were a light pinkish-brown and were poked out.
"Want to slip these off for me?" she asked nodding to my navy blue briefs and I pulled them down as my dick sprang up.
"Mmm, well, it's been a while since I've seen this," she said as her fingers wrapped around it, "it's certainly changed." She gave a few strokes, then let go, reached over to her bedside table and got out a small, purple, funny-shaped bottle out of the drawer and put a few drops of the liquid on her hand. Then she turned back and started over.
"Oh, wow, that feels really good," I gasped and she told me the name of the lubricant as she told me, "Yes, your brother liked it, too," and went on moving her hand up and down.
I was looking at her breasts, she seemed to sleep just in panties and she looked up and saw where my eyes were focused.
"I don't mind if you touch them, this has got me kind of turned-on as well," she said softly as my hand went over to hold her breast, this time with her invitation. It was firm but so nice and soft and I felt her nipple, so soft all around and hard in the center.
So, Mom masturbated me as I fondled her breasts, I was nervous but she seemed relaxed and enjoying it almost as much as I was, and that's a lot.
"Mmm, wow, Mom, that feels so good, so much better than when I do it," I said softly as she went on.
"You're just like your brother, Phil, he loved me doing this for him. Well, truth is, I loved it, too. It is nice like this, isn't it? You and me, making each other happy."
She was good, oh, so good with her hand, I was panting as she stroked me and all of a sudden, my whole body like froze and my cum went shooting up out of me raining down on her hand and forearm and my abdomen and thighs. I'd never seen so much before and it felt better than any time I'd ever done it.
"There, was that nice?"
"Oh, Mom, it's the best I've ever felt. Maybe I'll let you do that every night," I kidded but she came right back with, "Sure, why not, I'd be happy to make my baby happy, even though he's not a baby any more," and she leaned over and kissed me softly, then got some tissues and cleaned us both.
Then she turned out the light and we snuggled for a bit and were soon asleep in each other's arms.
I woke when she came back in the bedroom, now mostly dressed after her shower. It was Friday and we would have the weekend together when she came home later this afternoon. I watched her put on her jewelry, admiring how lovely my mother looked, how desirable she was and how much now I wanted to make love with her.
She came over to me to kiss me goodbye and looked down at the tent the sheet was making over my middle.
"Sorry, Phil, don't have time now to take care of this, maybe later, huh?" as she kissed me and gave my hard dick a squeeze. Then she left and I jacked-off twice before getting up.
I thought about my mother all day, how she looked as she stroked my dick with her slippery hand, her breasts exposed for me to admire, she was really such a pretty, sexy woman. More than ever, now, I wanted to take my brother's place as her lover.
She came home and I went up with her to change clothes which she did easily as I watched. She never took off her bra or panties, but, it was relaxed and seemed so normal now. We went down and made supper which we ate in front of the television, then about ten or so, we went upstairs and I brushed my teeth, then came into her room with my briefs poked out to say goodnight and, hopefully, be invited to sleep with her again.
"Oh, look at you, come here with that. Take your briefs off and let me make you happy, okay?" she said as she swept back the sheet, again offering me the lovely view of her naked except for panties.
She put a couple of drops of that lube on her hand and began. Oh, it was so good as I nestled down this time to suck a nipple as she masturbated me.
"Mmm, you look happy, this is nice, just you and me, you've really grown up, it's kind of nice to be more man and woman together like this."
I nodded and grunted agreement but was not about to let go of her nipple, not for anything.
Her hand glided smoothly up and down as I nursed her nipple, my head cradled in her arm. I don't know if my mother nursed me as a child but this was sure a wonderful way to be nursed as a man. Her grip varied at times from tight to loose, she'd obviously jacked-off guys before and was just sending me straight up into the clouds it felt so good.
"Oh, oh, that feels so good," I groaned as I let go of her nipple to look down and see arcs of cum spurting up out of my dick as my mom kept stroking until it stopped. Then, she got some tissues and cleaned us up, bending to lick what had just seeped up. It sent a shiver up my spine.
"Mmm, there, maybe now you can sleep well, okay?" and she leaned over and kissed me good night, pulling the sheet up, covering her breasts as she turned out the light.
We were both soon asleep and it was early when I dimly awakened to see that my mother was uncovered above the waist as she faced me.
She lay there so beautiful, so alluring, so tempting that I reached over and traced a finger around her nipple. Her eyes opened and she looked over at me and smiled, asking in a raspy, sleepy voice, "Is my boy horny?" and her hand reached across to take my hard dick.
"Yeah, I get that way in the morning, sorry."
"Just like you're brother, here," and she leaned over taking the sheet away as I watched my cock disappear between her lips as she began sucking me.
I'd never gotten a girl to suck me though I'd sure tried so the pleasure was new and almost overwhelming. I lay back with one hand softly stroking through her hair as her head rose and fell over me.