Educating Mom-Andy's Story
Chapter 1

Copyright© 2012 by rmdexter

Erotica Sex Story: Chapter 1 - Andy's busty young mom has always lead a sheltered life. Now that his father is gone, Andy takes it upon himself to educate his mother on just how much pleasure her gorgeous body can him!

Caution: This Erotica Sex Story contains strong sexual content, including Ma/Fa   Consensual   Reluctant   Incest   Mother   Son   Oral Sex   Masturbation   Size   Big Breasts  

"I'm sorry, what bra size did you say you were looking for?" the buxom blonde salesgirl asked me.

"32G," I repeated.

"Oh my, your girlfriend must be quite something," she replied with a note of envy in her voice.

"Oh, it's not for my girlfriend, it's for my mother." The young girl looked at me with increased interest as I stood before her, perfectly calm and rightly proud in telling her what I was looking for was for my own mother. "And I'm not looking for something boring. Do you have any that are, I don't know, I guess you'd say 'glamorous', and kind of ... enticing?"

She looked at me intently as I watched her pretty face start to flush. "Well ... uh," she started nervously before clearing her throat and composing herself, "you've come to the right place; we have quite a good selection of things in that size that I think you might like." There was a note of curiosity in her voice now as she started to lead me through the lingerie store.

I had figured going to a regular lingerie shop and finding what I was looking for in the size I needed might prove difficult. I'm sure that a lot of them didn't stock anything with the sex appeal I was looking for. Buying for someone with breasts as large as my mother's, I wanted to make sure I found just the right thing I had in mind. So, I did a search online to see which stores catered to strippers. Living in Las Vegas, I wasn't surprised to find there were quite a few to pick from. After looking at what their websites had to offer, I'd chosen this one, The Cat's Pajamas, which seemed to have quite a large inventory.

As the young salesgirl moved across the showroom floor with me in tow, I took in the seductive sway of her full round ass, nicely displayed in a form-fitting pink sweater-dress. The dress clung flatteringly to all her luscious curves, the top part stretched nicely over what looked like a generous set of C-cups.

"Here are some nice ones," she said as she reached forward and lifted a number of hangers down from a glittering chrome rod. She laid a number of different colored bras down on a display table in front of me, the ample cups facing up, all of them seeming to call out for an impressive pair of breasts to fill them and make the sensuous garments come to life. My eyes immediately zeroed in on a black one, the huge cups made of delicate lace, yet I could see that the structure of the garment was reinforced with some heavy-duty underwire, required to give a substantial degree of lift and support to a pair of breasts as large as my mother's.

"I think this one will be perfect," I said as I let my fingers run along the black lacy edge of the large cups, anxious to see how it would fit on the woman I was buying it for...

I guess I should explain a little bit about what's going on here. My name's Andy, Andrew Alexander Adelson actually. My best friend, Connor Young, sometimes calls me 'Triple A' because of that moniker my parents laid on me.

It was actually Connor who talked me into putting my story down in writing to share with others. He told me about his own story he's in the process of writing, called "The Face-Painter". I've read a number of chapters of his story (many times actually, with my dick in hand) and I can't recommend it highly enough!

Connor said that he thought my story should be told too. Well, he talked to me for quite a while about it, and finally I relented. So I took up pen and paper ... actually a keyboard and monitor, and have started in on what you are reading right now. So if you are not familiar with me from The Face-Painter series, I'll give you a little background information so you know how I've got to this point...

Like I said, my name's Andy. I'm a 27-year old computer engineer living in Las Vegas. I'm 5'-9" and weigh about 170. I guess you'd say I'm of average build, with short dark brown hair and brown eyes. I've never really had any problem getting girls to go out with me, or having girlfriends, so I guess women find me attractive. I have my own consulting firm and do a lot of work for the major hotels and casinos in town. I'm an only child, and that takes us to the heart of this story.

My mother, Cynthia Rose Adelson, gave birth to me when she was just a teenager at the tender age of fifteen. My father, Gerald, then seventeen, was the other co-conspirator in my mistimed creation. Under pressure from both sets of church-going parents, the teenagers were not permitted to even consider the idea of either adoption or abortion. And so, following my birth, they were married and began the arduous chore of raising yours truly, when they were hardly more than babies themselves.

My paternal grandfather gave my dad a job in his company once he'd finished high school, a job where my dad was at least able to make a decent wage and provide for his young family. I know now that my dad harbored a life-long grudge against my mother; blaming her through constant passive-aggressive behavior for what to him was his lost youth.

During my birth, my mother experienced some unforeseen complications. The doctors decided on the spot that her tubes needed to be tied for safety's sake; resulting in my mother being unable to have any more children. Close to depression in the months that followed this, she turned to her church for solace. And to my father, that was fine, a place where he could trust her not to make his life any worse than he felt it already was. And so, our life went on like that for many years as I grew up.

I knew my parents didn't have an ideal relationship by any means. I grew closer to my mother as the years went by. As a teenager, I started to see her in a different light, not just as my mother, but as a beautiful desirable woman. Having given birth to me at such a young age, I started to notice how much younger and better looking she was compared to most of my friends' mothers; except Connor, whose mother, Victoria, was absolutely gorgeous.

My mother always dressed very conservatively, something I'm sure my dickhead father had something to do with. But I could tell that beneath those plain colors and boring styles lurked an absolute killer body just waiting to get out. My mother wasn't skinny by any means, but she wasn't fat either. Her lush body just looked ... I don't know... 'touchable'; almost as if she'd grown up but never lost her baby fat. She looked cute and desirable, and her tremendously large tits always set my young mind to lascivious thoughts at a moment's notice. She is not a tall woman, being only 5'-3" and I'd guess her weight to be about 120 lbs. Her hair is a rich chestnut brown and comes just past her shoulders. She's got the sweetest, most tender blue eyes I have ever seen, and I often seemed to just lose myself in daydreams when I looked into them. She has a beautiful mouth, nice and wide with full soft lips; a perfect mouth for cocksucking, I had always thought. But like I said earlier, her most defining attribute are those tremendously large tits of hers. No matter how conservatively she dressed, she couldn't hide the size of those babies. My friend Connor had told me once that my mom reminded him of a slightly older September Carrino, the busty model. I was familiar with her from many of my internet jackoff sessions, and I have to agree with my friend on that point. I've often looked at pictures and video clips of the voluptuous Ms. Carrino and jacked off imagining it was my own mother in her place. Yes, my stacked mother is quite the woman to inhabit the dreams and fantasies of a growing young man.

I clearly remember the first time I snuck into my parents' room one Saturday when they went to visit friends. I nervously went to her dresser drawers and found the one containing her bras. I lifted a number of them out and scurried with them to the privacy of my room. Closing the door, I pulled back my covers and laid the bras out in a tantalizing display on my bed. I ran my fingers over the sensuous forbidden garments, my fingers loving the feel of the cool silky fabric as I started to stroke my brick-hard cock with my other hand. I found a tag on one of the straps and turned it upwards: 32G. Oh fuck, within seconds I blew a huge load all over my sheets, being careful not to get any cum on her bras. After I pumped myself dry, I was still hard.

Knowing they were going to be away for a few hours yet, I ran back to their room and went into their closet. Aaaahh, there it was, the object I had come for; the laundry basket. I pulled it out into the light of the room and quickly found what I wanted; a pair of my mom's used panties. I hurriedly shoved the basket back into the closet and raced back to my room, her white panties clutched in my grasp. As I stood looking at the display of bras on my bed and resumed jerking my tumescent pecker, I brought her panties up to my face. The cool sexy material felt exquisitely wicked against my skin as I rubbed her panties all over my face. Her warm earthy smell entered my nostrils and fired my surging libido even more. I pulled them away and turned them inside out.

"Ohhhggnnn," I let out a low moan as I looked at the remnants of a damp stain remaining on the lining of the gusset. I pressed it to my nose and breathed deeply.

"Mmmmm," I gave a soft moan of delight as I inhaled her delicious womanly scent. The illicit delightful odor of my mother's snatch sent a scintillating wave of pleasure right to my groin. I breathed deeply again, and then let my tongue run out from between my lips and press against the inviting stain. I ran my tongue upwards and my warming saliva seemed to bring the taste of her alive in my mouth. I licked up and down as I savored the illicit taste of my mother's delicious pussy. I sucked hard on the fabric, trying to gather as much of her seeping nectar into my mouth as I could. Again, it didn't take long for those tingling sensations to start shooting through my midsection. I came; another huge load of cum splattering my sheets. Being a horny teenager, I came four more times that day before stealthily returning my stolen treasures to their room.

That was the first time of many as dreams of my bewitchingly beautiful mother continued to inhabit my fantasies daily. Yes, I did have a number of girlfriends as I grew up, both in high school and college; but none of them had ever come close to being the woman of my dreams that my mother was. It was like something was holding me back ... at least prior to the beginning of the events that take place in this tale.

I pictured many times how things would be if I could be with her as a man, and not just as her son. How perfect life would be if I could convince her to let me do to her all the nasty things I wanted, and to have her eagerly do to me the things that I wanted her to do. I dreamed of being able to educate her to please me, to be the perfect lover that I knew she could be; something I knew that lay hidden within her troubled soul, just aching to be released. But as time went by, I thought that day would never come ... until things started to change...

My mother's parents died in a car accident when I was just finishing high school; leaving my mother a little inheritance money of her own. My dad's parents died just over two years ago, both of them losing battles with cancer within months of each other. I was shocked by my dad's behavior following the death of his parents. While most people would be mourning, he seemed to be almost ecstatic with happiness as he seemed to feel he was finally out from beneath his parents' control. He was in for a big surprise when it came time for the will to be read though.

I think his parents knew what their son was like deep down, and they ended up leaving a substantial amount of their estate to my mother, and also directly to me, their only grandson. My Dad was furious, figuring all that money should have gone to him. The lawyers told him the will was iron-clad and he had no recourse.

Well, he found his own recourse; within days of the inheritance money being allotted, he quit his job and skipped town. At first I was shocked, but as the days went by a tremendous feeling of relief started to come over me. Although she was initially crushed, I felt especially happy for my mother, knowing she was no longer under my father's control.

When my dad left she found comfort at her church, spending a lot of time helping out there. She also worked part-time at our local library branch, which I was happy to see. The church people seemed to be just as controlling as my father had been. I would often talk to her about it and try to get her to distance herself from those people, but it had been part of her life for so long, I was constantly fighting an uphill battle.

I think shortly after my dad left is when things started to change between my mother and me. When I was growing up she was always so protective of me. Once my dad took off, things changed; it was my turn to be protective of her.

Sometimes I just hate him for never letting her be the woman she was capable of being. He never really mistreated her or abused her; that's not what I mean. It was just the lifestyle the two of them led; I can see now that he'd been stifling her and basically suffocating her. She never really got to go out and do a lot of the things women her age do; you know, go for lunch with their girlfriends, go shoe shopping, stuff like that. Yeah, he kept her on a pretty short leash. You could tell by those boring clothes that she wore. I never saw her bring home any clothes more interesting, and I'm sure he had his hand in that decision somewhere. Remember, she had me when she was only 15 and now at 42, she's still a beautiful young woman; and she deserves to dress like it. With the way he basically controlled her, I think that's why she turned to that church group of hers. It was a place where she was able to do something on her own and feel wanted, without antagonizing her husband or either of their parents. And then those assholes at the church were the first ones to shun her after my dad left; as if it was her fault that he was such a dick.

In the hopes of fostering some more pride and self-confidence in herself, I'd bought her a membership to a gym and she'd been using it regularly. I could see that she was getting more toned as a few months went by. I was hoping being more active and taking more pride in her gorgeous body would give her the self-confidence that she clearly lacked, but it seemed as long as she kept going to that church nearly every day, that wasn't happening. She needed to break free from those people who only seemed interested in her money. I knew it was time to make my mother see the light, and I was going to be the one to do it.

And so here I am, 27 years old, with a nice 28th-floor Las Vegas penthouse that I call home; courtesy of my inheritance. I'm doing very well with my consulting firm, and it was time for me to step forward and show my mother that she needed to change. I thought back on all those fantasies I'd had, of her becoming the sensuous desirable woman I knew she could be; but I wanted her to be more than that; to be the passionate hot cum-loving mother I had dreamed about. I decided it was time to change my mother's way of thinking ... to educate her to my way of thinking. It's this story that I am about to tell...

With the idea of starting the re-education of my mother in mind, I went over to her place a short time back on a Wednesday afternoon after work and let myself in. I found her sitting on the couch in tears, her whole body trembling as she sobbed uncontrollably.

"Mom, what's the matter?" I asked as I hurried over and sat next to her.

"Oh Andy," she replied as she looked at me, tears flowing down her cheeks. "I overheard some of the women talking at the church today."

"What do you mean? What were they saying?" I put my arm around her quivering shoulders and stroked her arm to try and calm her.

"There were four women standing together when I came in and hung my coat up. They didn't see me but I heard them talking about me, saying how I'd been a conniving teenager who got pregnant on purpose so your father would have to marry me. And that I was an unfit mother and that's why he'd left, to find someone better. They went on like that; I stood there stunned, I just couldn't believe it. They were so mean I ... I just had to get out of there. I grabbed my coat and went back out the side door; they never even knew I was there. Oh Andy, what am I gonna do?" She turned sideways to me and put her face against the side of my neck as the racking sobs continued through her shaking body.

I was mad as hell at those people, but right now, all I could think about was the feel of her huge tits pressing into my side as she sobbed against me. I could feel the tremendous orbs swelling and receding with each gasping sob. I wrapped my arms around her and pulled her even more firmly against me. I started stroking her back in order to comfort her, and yet still keep her close to me. "Don't listen to them, Mom. They're just jealous."

She lifted her face towards mine, tears streaming down her pretty face. "Why do they think of me like that? Am I really that bad? I ... I just don't know what to think anymore."

I was furious at those sacrilegious idiots for doing this to her. "Mom, you have to forget those people. They're just wrong. You're nothing like that. I'm your son. Do you trust me when I say you're nothing like they're saying?"

She looked up at me again, fear and confusion in her eyes. "I do trust you, Andy; more than anything. I just feel so bad."

"Look, Mom, Dad's an idiot. We both know that. You've got to move on with your life. Keep your part-time job at the library, but get away from those people at the church. You're a beautiful young woman with your whole life still ahead of you. You need to break away from them and move forward."

She looked up at me, the tears slowing now as she fought to compose herself. "You ... you really think I'm pretty?"

I knew under my Dad's iron thumb, she had no self-confidence whatsoever, especially when it came to her looks. "I think you're more than just pretty, Mom; I think you are incredibly beautiful and could look absolutely stunning if you wanted to."

"Oh, son," she replied with a shake of her head. "You're just saying that."

"No, it's true," I interjected. "If you trust me, and let me give you some suggestions, I can prove to you that I'm right."

She looked at me and for the first time since I'd gotten here, she started to smile. "Okay. I couldn't feel much worse than I do right now."

"I know you'll feel a lot better, if you give what I say a chance." I had a hunch that once I had her starting to feel better about herself, it might open things up the way I wanted in our relationship. I decided to give it a little test right now. "Now, give me a kiss to let me know you're okay." She pursed her lips together and turned her face up to mine. As I brought my lips down to hers, I pulled her close to me, those tremendous tits of hers pressing fully into my chest. I could feel her tense up slightly but decided to force things a little. As my lips pressed against hers, rather than settle for the quick peck that we were used to, I ran my tongue along the line of her lips and pressed inwards. I could feel her almost gasp in astonishment at the liberty I was taking and as her mouth opened in surprise, I slid my tongue deftly inside. Oh man, her mouth was so hot and wet; the instant my tongue pressed against hers, it sent a surging jolt right to my stiffening dick. I felt her tongue press back against mine for a second and I could tell that she was enjoying the feel of my tongue against hers before her hands came up to my chest and she pushed herself away from me.

"Andy ... I ... I..." she stammered as she looked at me, her face and eyes swimming with a mixture of emotions.

"I'm sorry, Mom. You just look so beautiful, and I love you so much. I ... I guess I forgot you were my mom there for a second." I wanted to avoid pressing too hard and possibly destroying everything.

"That ... that's okay, son." She stood up and smoothed down her sweater over her massive tits. I got to my feet myself and she gently touched my arm. "I ... I feel better now. Thanks for being here for me. You know I love you more than anything in the world, don't you?" I knew she was okay now and I wanted to give her some time alone to think about that kiss.

"I know you do, Mom. I love you too." A warm smile spread across her face as I said this. My eyes flicked down and I could see the soft shadows cast by her nipples on her sweater. I guess that kiss had affected her maybe more than I thought it had. "I better go." She watched as I made my way to the door and I turned just before closing the door behind me. "Mom?" She looked at me questioningly as I stood looking at her full lush body. "Did you like that kiss as much as I did?" Her eyes opened wide and I saw her give a little gasp as she brought her delicate little hands together and started wringing them nervously. Her hesitation gave me the answer I needed. I simply closed the door and left before she had a chance to say anything.

The next day I went to the mall and did a little shopping. I then went to The Cat's Pajamas, the lingerie store where I started this story. After making my purchases there, I called my mom and told her I had a little gift for her and was coming over. I could hear both apprehension and excitement in her voice as she said she'd be at home. When I got there and let myself in, she came out from the area of her bedroom and it looked as if she had just touched up her hair and the little bit of makeup that she usually wore. She wore a simple floral blouse and beige slacks that didn't do much to show off that fantastic body I knew she had lurking underneath. She looked very nice though and I was glad she seemed to have made a bit of an extra effort on my behalf.

"These are for you, Mom," I said as I set down three gift bags, nicely done up with tissue and ribbon courtesy of the store clerks.

"Andy, for me? Why..." she asked with a big smile on her face as she crossed her hands over her ample tits.

"Because you deserve something nice. Remember what I was saying yesterday; you're a young beautiful woman and deserve to be treated like one. Did you go to church today?" I asked firmly.

"No ... I ... I couldn't bring myself to go. I just worked at the library this morning."

"That's good. I think you should distance yourself from those people. They'll bring you nothing but heartache."

"But I've spent so much of my life there."

"And yet look how they treat you. Mom, I think you should listen to me. You know I only want the best for you, right?"

"I know, Andy. You're so good to me."

"Well, okay. Now open your presents. This is just a little something I want you to have. I think you'll like what I got for you; this one first." I passed her one of the colorful bags and watched as she eagerly undid the ribbon and withdrew some of the tissue before reaching inside.

"Oh Andy, what a beautiful color," she gushed as she held up an electric-blue ribbed turtleneck sweater. She ran her fingers over the soft material before holding it up in front of her by the shoulders.

"It's gorgeous, but I'm not sure if it'll fit; it looks a little small." I could see by the look on her face that she loved it, but was afraid that it might disappoint me if it didn't fit. Little did she know that I had bought it knowing it would be nice and tight; I wanted her to start showing off those huge gorgeous tits of hers, even if it was just for me.

"I think it'll be fine, Mom. All the women are wearing them tight these days. There's something else in that package."

"Oh," she said with a note of surprise as she reached deeper into the bag and drew out a slim-fitting jet-black pencil skirt. I wanted to get something that would look great on her, and a sexy business skirt of a reasonable length like this was just what Dr. Andy ordered. "Oh Andy, this is so nice of you to do this. I've never owned anything like this." I could see she was more excited now by the articles of clothing I'd given her; the styles and colors being totally foreign to the boring drab wardrobe she currently had. She held the skirt in front of her and we both looked at where the hem would fall a couple of inches above her knees; I didn't want to get anything too short this first time. "This looks like it'll be pretty tight too."

"That's the style of that skirt though, nice and slim-fitting. And it'll go together with the top really nicely, the girl in the store advised me on that. But look, turn it over." She turned the skirt so the back was showing and I pointed out the long slit up the middle of the back. "That vent in the back is what the girl said makes it work so well."

"Oh Andy, this is so nice of you. I ... I've never had any clothes like this in my life. Do you really think they'll look good on me?"

I had no doubt how incredibly sexy she'd look in the things I'd gotten her and I knew with some words of praise from me, she'd love wearing them, almost as much as I'd love seeing her in them. "I think you'll look amazing in them, Mom. Just you wait and see. Now, the girl suggested some other things to make the outfit complete. I wasn't really expecting to do this but I figured I'd better take her advice. I hope you don't mind; here." Little did she know the stuff in this bag were the first things I'd purchased at the lingerie store, a few things I personally really wanted her to wear. I definitely didn't need the help of any shop-girl to help me pick out the things that would make this outfit complete; the way I wanted it anyways. That cute salesgirl just needed to point me in the right direction.

I passed her the second bag as she set the skirt down next to brilliant blue sweater. Her fingers quickly picked open the ribbon and she reached into the bag and withdrew a small transparent black package with a picture of a leggy girl on the cover. I knew what she was holding in her hands were a pair of sheer black thigh-high stockings with an intricate lacy band at the tops. The girl in the picture looked pretty sexy wearing them and I knew my mother would too; even if I never got to see the actual stocking tops. I watched as she seemed mesmerized as she opened the packet and withdrew the sheer silk stockings. She seemed speechless, and I didn't want her to start thinking too much about gifts of such a personal nature coming from her son. I wanted her to keep going with opening everything, so I spoke up, not giving her pause to think.

"There's something else in there too," I said as I motioned towards the bag. She carefully set the delicate stockings down and reached into the depths of the second bag. She withdrew a flat box done up with another piece of colorful ribbon and carefully untied it. I watched her face as she lifted the lid off the box and looked inside. She gasped and her eyes went wide as saucers as she looked down at the matching black bra and panty set I'd picked out for her. The panties were cut high on the thighs and would look fantastic on her. I didn't want to go so far as to get her a thong this first time. Maybe that would come later. She picked them up and we both stared at the triangular shiny garment, me picturing how perfect it would look warmly cupping the succulent pussy I had dreamed so much about.

She carefully set the panties next to the stockings and reached slowly for the other enchanting item the box contained. She seemed hypnotized as she carefully picked up the bra. She ran her fingers over the sexy garment, so unlike the boring white and beige ones that made up her current collection. I'd picked this one out especially for her. Intricate black lace surrounded the supporting cups in a sensual embrace, the cups and underwire substantial enough to provide the support I knew she needed, but with the cups cut low enough to allow those ample tits of hers to swell over the top of the bra. I had already pictured how hot she would look in her new tight blue sweater as this reinforced bra pushed those voluptuous knockers of hers into a massive thrusting shelf. The hidden line of cleavage this bra would create would be absolutely tremendous. I saw her look at the tag on the strap, checking the size; 32G.

"It's so beautiful. But how ... how did you know my size?" she asked under her breath, as if in a trance, her eyes never leaving the sexy garment as I saw her fingers explore the heavy underwire that was going to push those massive round tits of hers together and up. I was ready for her question, figuring in advance she might ask something like this.

"Remember how you used to make me fold the laundry as one of my chores. I guess I just remembered from seeing it on your other ones." Little did she know how many times I'd stolen her bras and jerked off thinking about her incredible tits.

"Andy, I've never had anything like this in my life." The fingers of one hand slid from the bra over to the panties, then along the sheer stockings to the skirt and sweater before her. She seemed almost hypnotized by the delicate lingerie and sexy clothes. I was glad that it had worked out this way and she hadn't gone in the reverse direction and been upset that her son had picked out these kinds of personal items for her. I had one more thing for her and I wanted her to open that while she was still feeling this way.

"There's one more thing to make your outfit complete." I passed her the third bag and she seemed reluctant to put down the bra, but her excitement at what the next gift might be won out. She quickly undid the third bag and drew out a slightly bigger box. She lifted the lid and drew out a pair of black leather high-heeled pumps. I didn't want to go too overboard here as well, so the heel was a sensible 3" heel as opposed to the 4" stilettos I would have liked to get. The toe was tapered to a nice fine tip, but not pointy enough as to be considered risqué.

"Andy, these shoes are beautiful too. I ... I don't know what to say." She looked at me and I could see her eyes welling up with tears of happiness. I knew she had only seen things like this in magazines and never thought she would ever have them herself.

"You don't need to say anything, Mom," I said as I stepped next to her and stroked her arm lovingly. "I wanted to do that for you. Like I said, you are so beautiful, and I think you should start dressing like the gorgeous woman you are."

"Oh Andy, you make me feel so special." She was almost tittering like a schoolgirl now. I figured this would be a good time to push things a bit.

"You have no idea how important you are to me. I love you, Mom." She looked at me and a warm comforting smile spread over her pretty features, her eyes still brimming with tears of happiness. "Why don't you go and try everything on; just in case I have to take anything back." Not to mention the fact that I wanted to see her in everything so I'd have something to think about when I jerked off later.

"Okay," she said with a smile. She gathered up all the packages and disappeared with them into her room. As I waited, I became more nervous, wondering if this suggested change in her wardrobe was too much for her. I wondered if I had been too bold and scared her. As the minutes passed, I kept expecting her to come out, either angry or with tears in her eyes, asking me to take the whole lot back. I paced back and forth as nervous as an expectant father. Finally, her voice drew my attention.

"What do you think?" she asked tentatively as I turned and watched her walk into the family room. My jaw almost dropped as I stood stock-still and simply stared at my mother. I had never seen her look so sexy and beautiful in my entire life. I knew with those huge tits that she had a killer body underneath those conservative clothes she always wore, but I never thought she would look this good! I looked her up and down and back up again and felt my heart start to race as I took in the absolutely glorious vision before me.

My eyes were immediately drawn to the thrusting front of the tight blue sweater, and I was so glad I had chosen this one. The vertical ribs of the turtleneck flowed in and out as they followed the curves around the tremendous swells of her large heavy breasts, the spacing between the textured ribs pulled further apart in the middle of her voluptuous chest where the sweater was tightest. Fuck ... it made her massive round guns look even bigger than I had ever imagined. Through the tight sweater, I could see the outline of the power bra, the cups beautifully encasing and pushing up those perfect voluminous mounds. Her ample tit-flesh was clearly on the verge of spilling over the packed cups. It immediately set my mind to wondering what she would look like without the sweater on at all.

My eyes drifted back down past her huge tits and followed the sweater as it clung to her pronounced hourglass figure. It clung nicely to her 42-year old body as it adhered smoothly to her narrow waist and then flowed outwards over her wide matronly hips. The slimming skirt picked up where the sweater ended and the smooth black fabric seemed to caress those wide fuckable hips in a comforting hug. As it passed her hips, the pencil skirt narrowed inwards to press warmly against her smooth creamy thighs. My eyes followed the line of her shapely legs down until the narrow bottom of the skirt ended a couple of inches above her cute dimpled knees. The sheer gossamer stockings and black leather high heels made her legs look beautiful. Even with her somewhat small 5'-3" frame, the additional height provided by the heels gave her shapely toned legs a sensuous muscular look I'd never noticed before. It looked like that membership I'd gotten her to the gym had definitely paid off too. As my eyes roamed over her voluptuous lush body, I felt my prick start to stir in my pants as the pounding blood started to fill those vacant cavities within my stiffening member.

As she saw me looking her up and down, she did a bit of a pirouette and took a couple of steps away from me, walking much better in the heels and trim-fitting skirt than I would have expected. I was able to see her partially in profile, the electric-blue sweater deliciously hugging those fantastic tits and the smooth tight skirt succulently forming to the lush curve of her round ass. As she moved, I could see the long slash of the vent in the back of the skirt spreading open with each step, the sexy slit revealing more of her shimmering stocking-covered thighs. Oh man, did that ever look hot when you could see her stocking-clad legs through that provocative slit. It made me think of the more inviting slit I knew laid slightly higher beneath that skirt. Everything was the perfect tightness, not too tight to look cheap and trampy, but just enchantingly alluring as it showed off her generous attributes.

"You ... you're not saying anything," she said as she turned back towards me, her huge tits straining forward in the tight sweater enticingly. "Does it look bad?" She had a look of dismal confusion on her face; obviously brought on by my deafening silence.

"NO!" I replied a little too loudly. "Mom, you ... you look amazing!" The words gushed out of me as my eyes continued to roam up and down her killer body. My obvious excitement brought a broad smile to her face.

"The things felt so nice putting them on, and then when I saw myself in the mirror, I couldn't believe it. I just stared at myself. I never thought I'd ever have clothes like this or look like this."

I never thought I'd see her in anything so tight and sexy as well; I had only dreamed it. Wanting to make sure I had these delightful memories forever, I immediately searched for my cell phone. "Mom, you look so beautiful, I need to take a couple of pictures; just so we remember this day." Little did she know these were going to end up being used in many future jack-off sessions that I had in mind.

"Okay," she said excitedly. She reminded me of a young girl who gets her first set of grown up clothes, or first pair of high heels.

"Alright," I said as I brought the phone up and reached to put it on camera mode. "Now, give me a nice pose." She put her hands on her hips as she faced slightly sideways towards me. Oh fuck, I thought as I looked at those spectacular jugs in profile, the tight sweater molding to her lush curvy body. I took a couple like that as she stood relatively still for me. "Okay, let's try a couple of other poses." She moved confidently in her new clothes, and I could see the look of pure joy on her face as she relished in the uplifting sensations my little gifts had created within her inhibited soul. I directed her this way and that as I continued to take multiple shots, a little twitch going through my dick as I snapped picture after picture of my gorgeous mother. Now I wanted some of that tight-fitting skirt from the back. I wanted to see how she'd respond to what I wanted her to do for this one.

"Now, turn the other way," I said in my best lulling voice as she slowly turned slightly away from me. "And then put both your hands on your hips." I was happy she did exactly as I had asked. "Now turn your head and look back at me over your shoulder ... that's it ... that's good. Now put your feet about shoulder width apart." I wondered if she'd balk at this one but she followed my instructions and I was left looking at the back of that skirt stretched nice and tight across not only her lush round bum, but across the backs of her smooth muscular thighs as well. Just as I had hoped, the pose I had placed her in caused that long teasing slit in the back of the skirt to spread as far open as it could go; provocatively revealing a portion of her stocking-clad inner thighs. Oh fuck, did she ever look fantastic, I had never realized how nice her legs looked until today. I was amazed at how toned and strong they looked. I couldn't help but picture them wrapped around my back, pulling me deeper into her.

"That looks really nice, Mom," I said with a purposeful note of hesitation in my voice, as if something was not quite right. She looked really hot already, but there were two little things more that I knew would make this shot one that would cause erections in all the occupants of a Viagra clinic waiting room if I could get her to do them. She kind of looked at me quizzically, wondering what was wrong.

"Is this not quite the way you want me to stand, Andy?" she asked as she moved those sexy high heels an inch or two further to each side, causing that gorgeous skirt to stretch even more tightly over her backside. I gulped as more of her smooth inner thighs came into view.

"No, Mom, that's great. I think there're just two more things that'll make this shot perfect. It's a little naughty but you just look so sexy in that outfit, I think we should just try it." There it was, I'd thrown the word 'sexy' out there to see how she'd react.

"You ... you really think I look sexy?" she asked with an incredulous look on her face.

I couldn't believe her naivety regarding her own looks. I knew I had my old man to thank for that. Her lack of self-confidence was astounding, yet I felt my heart swell that I might be able to give her more confidence in her own sexuality by molding her just the way I wanted. "Mom, you're a lovely vibrant young woman. These are the kind of clothes you should wear all the time. You look ... you look absolutely incredible ... and very sexy."

"You ... you really think so?"

"Mom, with those clothes on, you are without a doubt one of the sexiest women I've ever seen."

"Oh Andy," she replied happily, a big smile on her face now.

"Well, Mom, will you try something for me in that pose? I'll show you the pictures afterwards and you'll see what I mean."

"Okay. What do you want me to do?" There it was; her eager compliance.

"Good ... good. Now turn back the way you were ... that's it ... put your legs apart again like you had them." She did just as I asked. In this position, I was kind of looking at her from a point about 45 degrees between her side and directly behind her, perfect for the shot I hoped to get. "Now, put your hands back on your hips ... feet just a little further apart ... that's it ... that's it. Now turn your head to look back at me over your shoulder ... good ... good." She had arrived back at the position she'd been in moments ago, now it was time to add the finishing touches. "Now with your hands on your hips, I want you to pull your elbows back a little ... that's it ... just a little more towards the middle of your back ... that's it ... perfect!" Oh man, I was in heaven. With her elbows pulled back, her tits thrust out magnificently before her, the massive jugs stretching that miracle fabric of the tight blue sweater almost to the tearing point. In profile they looked fantastic, and from the angle I was at, I looked around the curving swell of her breast and could make out the protrusion of her thrusting nipple. My cock lurched in my pants as I had to mentally stop myself from unzipping and jerking off right there on the spot.

"Okay, that looks great. Now for the last thing; give me a nice smoldering sexy look to go with that pose." I was afraid she would balk at this instruction but I watched mesmerized as she half-closed her eyes and let her lips part slightly. She must have felt like she was playing "actress" as she turned her head back the other way and then flicked it back, her lustrous chestnut hair swirling about her face in wild sensuous waves. With her sexy hair framing her face, she gave me that steamy seductive look once more.

"Andy?" her voice reached my hot ears as I stood there stock still, my whole body numb with both shock and lust as I gazed upon the most breathtaking sexy creature I'd ever seen; my own mother. My prick had become an iron bar in my pants, but fortunately, as I'd talked her through the instructions of the pose I wanted her to take; it had been hidden from her view by my hands and the cell phone.

"Yeah," I said, snapping out of my daydream. As I brought my phone up, she resumed the pose, that provocative seductive look on her gorgeous face once more. I started taking pictures, making sure I had those gigantic tits positioned in the perfect profile I wanted, her arms pulled far back, the brilliant sweater miraculously not bursting to shreds right there on the spot. The shots caught that full round bum of hers ... and then lower to the backs of those firm muscular thighs; the enticing slit almost inviting my hand to slip inside and up to the hot steamy treasure I knew laid at the top of her spread thighs. Finally, I had to stop taking pictures; afraid I might cum right there on the spot if I didn't get myself under control.

"There, that's good," I said as I lowered the phone and turned away from her slightly, trying to ensure she didn't see the bulging swell in my pants.

"Let me see," she said excitedly as she scurried over next to me. I started to scroll through the photos as she looked over my shoulder, the side of one massive breast pressed deliciously against the outside of my arm.

"Wow, is that what I look like in these clothes?" I could hear genuine astonishment in her voice as I slowly scrolled through one picture at a time.

"Yeah, Mom, that's you. The camera doesn't lie." I could see the look of amazement on her face as she looked at one picture after another. Jesus, she looked great in what I'd gotten her. "See how glamorous and sexy you look? You should wear more things like that."

"I can't believe it ... I ... I really do look pretty," she said softly as she continued to peer over my shoulder, her soft full breast pressed warmly against my side. And in that position, I was in no hurry to go anywhere.

"Haaaahhh," She gave a sharp intake of breath as I arrived at the final series, the ones where I'd positioned her just the way I'd wanted to get the most advantageous view of her huge tits and the delicious back of that tight skirt. "Oh my, I can't believe that's really me." She put her hand up to her throat and I saw her gulp as she continued to look at the scintillatingly sexy shots I'd taken of her.

"Mom, these pictures are wonderful," I said as I reached the last one and turned off my phone. "And do you know why they look like that?" She just stood looking at me dumbfounded and slowly shook her head. I'm sure a million conflicting emotions were running through her mind after seeing herself in those pictures. "It's because you were in them, Mom ... you. Not some model ... you. It's what's inside you that comes through to the camera; a stunningly attractive woman, just waiting to come out and be seen."

She looked at me and I could see both confusion and tremendous happiness on her face at the same time. "Do you see me like that, Andy?"

"I do, Mom." I held my cell phone up to her for evidence. "And I know by looking at these pictures, you see it too."

"Oh Andy, those pictures are so incredible," she said happily as she took my hands in hers and turned me towards her. "And these clothes ... I ... I don't know what to say. Thank you so much for everything." She stepped towards me and wrapped her arms around me in a loving hug as she gave me a quick peck on the cheek and buried her head in my neck. I reached my arms around her and pulled her against me, her full voluptuous chest pushing deliciously against mine. Her delicate perfume wafted into my nostrils enchantingly. As I slid my hands over her back and felt those huge tits press against me, I felt another pulsating surge go through my already rock-hard dick. My thoughts immediately went back to that illicit kiss we'd had yesterday, and as I pressed my rigid pecker against her front, I'm sure her thoughts went there too.

"Andy, I ... I..." She started to protest as she brought her hands up and put them on my chest as she leaned back slightly. As she looked up at me, I could see both excitement and nervousness in her eyes. I could see hesitation there too, as if she was unsure of what to do, her own emotions wreaking havoc with her judgment. I decided to take my shot and pulled her even closer as I brought my lips down to hers.

"Andy, I..." She never got a chance to say anything more as I pressed my lips firmly against hers. They were exquisitely soft and I let my tongue run out along the delightful crease between them. As I pressed insistently at the velvety soft juncture of her lips, I felt her resistance start to slip away as her lips slowly parted, the tenseness starting to leave her body. I took advantage of the opportunity and immediately feathered my tongue deep into her moist oral cavity. Her hands stopped pressing against my chest as I felt them slide up the front of my body as she wrapped her arms around my neck.

"Mmmmmm." She gave a little groan of pleasure as I pressed my tongue against hers. I rolled my tongue deftly over hers and pulled back teasingly, inviting her to follow. I felt my heart soar as her tongue followed mine eagerly into my mouth, where they rolled together in a searing dance. My hands slid further down until I was cupping that incredible full bum of hers. Her fleshy cheeks felt so soft and yet so firm in my hands as I pulled her midsection against me, my own throbbing pecker pushing against her abdomen. When I did that, I felt her tense up, the reality of what was happening hitting her like a bolt of lightning.

She quickly pulled her mouth away from mine and brought her hands back to my chest as she leaned back, gasping raggedly. "Andy ... we ... we shouldn't do this," she protested as I continued to hold her tight.

"Mom, do you love me?" I asked firmly but calmly. I knew I had to maintain control of this situation and I didn't want her getting any more anxious than she was. I needed to be seen by her as being calm and in control.

"I ... do love you, Andy; more than anything." She seemed confused by the mixed emotions running through her body. I could tell she had loved the deep searing kiss but she was still trying to maintain her sense of right and wrong at the same time. It was like angels and devils were battling each other within her.

"I love you too, Mom. You are a beautiful woman and I hate the way Dad treated you. I can treat you the way you should be treated. You deserve that after what he put you through. Trust me, Mom."

"I ... I do trust you. I ... I just don't know what to do." I could see her whole body trembling with nervousness, the devils and angels wrestling with each other full force now.

"Mom," I said calmly as I reached forward and took her face gently in my hands. "Let me kiss you one more time, and then decide what you want to do." She simply looked at me with pleading eyes, as if asking me to help her make this life-changing decision. I knew exactly what decision I wanted her to make and I was more than willing to help her make it. I held her face tenderly and brought my lips down to hers softly once more. My fingers stroked her face lovingly but I held her in place as my mouth pressed against hers. I slowly and teasingly licked at her lips with my tongue before sliding it once more deep inside, slowly but insistently; like I wanted to slide my hard cock deep into her hot velvety pussy. I felt her slump against me in total submission as I rolled my tongue against hers and explored every square inch inside that delicious hot mouth of hers. It was a beautiful kiss, deep and tender, yet full of sensuous promise; the all-consuming passionate kiss I'd wanted from her for so long.

"Mnnnnggghh," she groaned as she caved in to her desires and kissed me back, her arms slipping around my neck once more. That first one was a long deep delicious kiss shared by first-time lovers; and it was perfect. I finally pulled my mouth back from hers and she looked up at me, a look of pure bliss in her eyes.

"Andy ... that ... that was so nice." I didn't give her time to relax as I brought my mouth back down to hers and we shared a series of long searing kisses. My dick was as hard as a baseball bat in my pants and I pressed it against her once more as I cupped her luscious bum and pulled her against me.

"Did I ... did I do that?" she asked as she pulled back slightly and looked down at the bulging front of my pants.

"Yes, Mom. You are so beautiful, I couldn't help it."

"Andy, kissing is nice, but I don't think..."

"Mom, we're both adults," I said, cutting her off. "I'm a grown man with needs. I love you so much, Mom. I'm sorry this happens to me when I'm around you, but it does. I ... I need to do something about it."

"What ... what do you want to do?" Her nervousness had come back again and I wanted to make sure I didn't scare her away completely now that she seemed to be slowly coming around. I wanted to pick her up and set her on the edge of the dining table, rip those panties off her and just fuck the shit out of her, but I knew I had to take it much slower; but I still wanted to move forward.

"Mom, would you use your hand on it for me?" I held my breath as I waited for her response.

"I ... I've never done that before," she said nervously as she continued to look down at the massive swell at my midsection. I was totally shocked by what she'd just said about not having done that before; but also extremely thrilled; she hadn't said 'No'!

"You mean with Dad, you never..." I just kind of let that hang out there to see what she'd say.

"No. He would just kind of push me onto my back and mount me when he was ready," she replied timidly; seemingly ashamed of her limited experience. That lousy fucker, I thought to myself. Yeah, my dad was a total piece of shit alright. A beautiful woman like this, years of her life wasted under his controlling hand. On the other hand, it kind of left me a blank slate to play with. I quickly started to picture educating her into becoming exactly the woman I knew she could be, the woman I wanted her to be; just like with these new clothes she was now wearing.

"I'd never treat you like that, Mom. I'm so sorry he did. Don't worry, I'll show you exactly what to do. I know you'll be perfect at anything you want to try." I pulled my shirt off as I said this and tossed it onto the couch. I reached for the belt of my pants and worked fast; I didn't want to give her a second to object. I shoved my pants and underwear down to my ankles in one shot and quickly stepped out of them, pulling off my socks at the same time.

"Oh my God!" she exclaimed as I stood up, my rigid cock thrusting out towards her. Her eyes were big as saucers as she looked at my thick hard lance, the engorged crown seeming to grow darker as it bobbed up and down with each beat of my racing heart. "Your ... your father ... he was nowhere near that big." Her voice had taken on a trance-like quality as she stared openly at my powerful erection, her eyes glued to my naked body.

"It gets this way when I look at you, Mom. Do you like it?"

I could see her face start to flush as she seemed fixated on my throbbing cylinder of flesh. "I ... I ... yes," she quietly admitted. She seemed transfixed in place by the sight of my hard thick cock, and I knew I was going to have to guide her, which was absolutely fine with me. I took a step to the side and sat down in the big easy chair. I pulled a big throw pillow from behind me and dropped it on the floor in front of me as I let my legs roll open to each side. She remained locked where she was standing, yet her eyes never left my upright prick, the enflamed crown now leaking a steady stream of pre-cum.

"Why don't you just kneel down here, Mom, and see how it feels in your hands?" I was happy to see that she compliantly followed my directions as she stepped over and sank to her knees, that gorgeous full body of hers between my spread legs, just where I'd always pictured it. She still seemed unsure of what to do next, so I spoke to her in that lulling suggestive voice again. "Don't be afraid, Mom, just reach out and touch it." I watched her eyes as her delicate hand reached forward. Her fingers reached the stiff shaft and I almost groaned as she traced her fingertips along over 8" of thick cut cock. Once she'd trailed them up one side and then down the other, I felt her fingers curl around the full girth over the outer sheath. I heard her let out a little gasp as she did, a soft sigh of excitement at finding how big it felt in her tiny hand.

"It's so hard ... and yet so soft at the same time," she almost whispered under her breath as she took a slow tentative stroke.

"Mmmmmm, that's perfect, Mom," I said with a groan as her hand slid along the pulsating length of my blood-engorged phallus. As she started to get into a smooth back and forth rhythm, perfect seemed to be an understatement for the way she was making me feel. I had dreamed about moments like this for years, and now here was my own mother, her hot hand stroking my thrusting cock. I looked down at her chest, and felt another surge go through my stiff pecker as I saw her huge tits quivering beneath her tight sweater as her jacking hand continued to move back and forth.

"Oh my gosh, it's really leaking," she said with a lusty look in her eyes as we both watched a glistening gob of pre-cum rise up from the glistening red eye and start to slide sluggishly down the underside of the protruding ventral ridge. My dripping cock gave me an idea to make this all that much better.

"Mom, I think you should take off your new sweater; I don't want to make a mess on it."

"Okay," she replied quickly. I was happy to see she seemed reluctant to release my pecker from her stroking grasp, but she realized she needed both hands to pull her sweater off. I watched anxiously as she reached down to her waist and pulled the tight sweater up and over her head in one fluid motion.

"Oh fuck!" My exclamation came out automatically as I looked at her gorgeous tits, beautifully displayed in the gorgeous lacy black bra. They looked absolutely huge! The heavily structured bra was working just as I'd hoped, pushing those massive orbs together and up deliciously. Her line of cleavage was so deep and so long it was unbelievable. The bra cups covered her areolae and nipples but not much more. Her abundant tit-flesh was all but spilling over the top of the intricate lacy bra cups. I had never seen such a beautiful set of tits in my whole life. I knew that after the build-up that had happened so far today, and now looking at those perfect huge tits, it wasn't going to take long for me to cum.

"Do you think they're too big?" she asked innocently after I'd burst out with my exclamation.

"Oh gosh, Mom, no, they're not too big. I'm sorry I burst out like that. It's just ... it's just that they're the most beautiful breasts I've ever seen."

"Do you really think so?" she asked as she traced her fingertips sensually down along the line of her deep dark cleavage. "I thought you young men liked those skinny girls with small boobs?"

"No way, I think that's just something the small-breasted women made up. Trust me, Mom, yours are absolutely perfect."

"Thanks, Honey. I'm glad you like them. Oh, it looks like you're leaking again." Sure enough, just seeing those stupendous jugs of hers in the flesh had the pre-cum just oozing constantly now from the shimmering red eye. She seemed to have more confidence now as she reached forward again, slipped her hand back around my surging dick in a warm loving corridor and started jacking it once more.

"Oh, Mom, that feels amazing," I uttered as my eyes were glued to her beautiful full tits, the upper swells quivering and shaking invitingly as she pumped away at my engorged love-muscle. "Why don't you reach up with your other hand and feel my balls?"

She eagerly complied and within seconds I could feel her gently rolling my sperm-laden nuts in her cradling hand while her other delicate hand continued its torturous stroking of my pulsating erection. I could feel my sack start to draw up close to my body and knew I was only moments away from orgasm.

"Mom, point it at your chest," I instructed breathlessly as those delightful contractions started within my body. She pulled down with her jacking hand as she continued to pump, the engorged mushroom head about six inches away from those massive tits of hers. Just seeing that was all it took to send me over the edge. I could feel the exquisite tingling sensation as the boiling semen started to speed up the pulsing shaft of my cock.

"I'M CUMMING," I moaned loudly as the first thick rope shot forth in a long white streak. It hit her just above her left breast and the tail end of the massive gob fell in a slick ribbon right into her cleavage. A second shot followed and this one blasted forcefully onto the upper swell of her right breast. It was quickly followed by a third, fourth and fifth thick rope as I started to flood her chest with my cum.

"Oh my God, there's so much," she said in a husky whisper as she continued to jack away at my spewing prick. I unloaded again and again all over those huge tits of hers, my enflamed cockhead spewing out wad after wad of pearly semen. I had never felt anything as intense as that orgasm; I knew it was the illicit thrill of taking part in this forbidden act with my mother that made it so incredible. I didn't care, it was amazing and I continued to shoot like I had never shot before. She kept pumping away at my throbbing pecker until she had totally drained me; her stroking hand moving my spewing cockhead from one side of her chest to the other. When I finally stopped shooting, she instinctively stopped the movements of her pumping hand.

My eyes had been closed in utter bliss for the last half minute or so but now I opened them and looked at her, my gorgeous busty mother kneeling before me with a massive load of my cum all over her voluptuous tits. "Oh, Mom, that was incredible. I've never felt so good in my life and I've never cum that much before, ever. You're ... you're covered in it." And sure enough, she was. Her chest was a swirling mess of milky fluid, big gobs and ribbons of pearly cum crisscrossing her incredible tits in a bizarre mosaic of carnal satisfaction.

"I can't believe how much you shot," she said as her fingertips went to her chest and I watched as she delicately traced them along the edges of the milky gobs of pearly semen. She then looked up at me, uncertainty still lingering in her eyes. "Did I ... did I do it right?"

I couldn't believe after the size of the load I'd shot that she could ask such a thing; but that was evidence once more of her lack of experience and self-confidence. I decided right then and there that I wanted to give her as much experience as I could, as fast as I dared try. I sat forward in the chair and leaned my forehead against hers as I spoke to her softly. "Mom, you did it perfectly. I love you so much for doing that. Just seeing how beautiful you looked in those clothes, I needed it so bad." I gave her a gentle kiss on the lips and then sat back in the chair as my racing heart-rate slowly returned to normal.

"I'm glad I did okay. Like I said, I've never done that before." She paused for a second and looked at my spent prick, still rearing up proudly. "You're ... you're still hard?" She seemed confused as to whether I was done or not as she remained on her knees, her glistening chest a wanton treat for my feasting eyes. She was absolutely right though, and I couldn't believe it myself; I'd just cum a massive load, and yet I was still hard as a rock. It was like my prick had known how long I'd dreamed of this moment and wasn't going to let me waste an instant. "If you're still hard, maybe I didn't do it right." Her anxiety that she might have done something wrong was like the music of sweet innocence to my ears.

"Mom, I couldn't have asked you to do it any better than you did. Your hands felt absolutely wonderful. It's just being around you that's made me as hard as this. You are so beautiful."

"Oh, Andy. You're so sweet," she said as she gave me a little smile of happiness. "It's just that your father ... well ... when he finished the one time, he'd just roll over and go to sleep."

"I'm not him, Mom." I said a little more sternly than I anticipated. I forced myself to calm down quickly and spoke to her in a much softer voice. "I don't think we should talk about him anymore. I would never treat you like he did. I want you to believe that." I left that hanging out there, waiting for her to respond.

"I ... I do believe you. I know how nice you've always treated me. I'm sorry, I won't mention anything like that about him again." She hung her head, as if in shame.

"It's okay," I replied. "I know this is new to both of us, and I just want to make you as happy as I can, if you'll let me." I put my hand under her chin and lifted her pretty face up to look at me as I looked at her with big doe-like eyes. "Do you want to make me happy too?"

I could see tears of happiness welling up in those beautiful eyes of hers. "I ... I do."

"That's good to hear, Mom." I gave her a tender loving kiss on the forehead and then sat back slightly, my attention drawn to the swollen crimson crown of my burgeoning pecker. "To be honest, I usually need to cum more than once to feel better, especially when I'm as hard as this. And just being around you, I can't help but feel this way." I saw her look at my still-rigid cock and could tell by the way she looked at it with longing that she had loved the feel of it in her hands. I looked at that pretty mouth of hers and wanted to find out if it would feel as good on my cock as when I had kissed her, but I instinctively felt I had to move slower than I wanted to. I knew my next question was going to be a big test. "Do you think you're up to doing it again?" She looked at the bobbing lance rising from between my legs and I saw her flush again as lustful sensations flowed through her.

"Yes." Her voice was almost a whisper as she admitted that she wanted more; exactly the response I was hoping for.

"That's good." I sat forward on the edge of the chair and looked at her kneeling on the pillow in front of me, her sumptuous chest still covered with my shimmering cum. "You look so beautiful with my cum on you like that, why don't we add another load to it?"

"There certainly is a lot of it. Should I go and wipe it off or something?" she asked tentatively.

"No. Why don't you let me just smooth it into your skin for you? I think you'll like that."

"I ... I don't know," she replied nervously. That little bit of reluctance was back again; this time when it was coming to the point where I was going to be touching her for a change.

"Can I just try? You did say you wanted to make me happy." I paused for a second and let a little bit of guilt sink in. I didn't want to come down on her too hard, I knew she was nervous as anything. "If you don't like the way I touch you, I promise I'll stop. Okay?" She hesitated and I saw her chew at her bottom lip nervously for a second before silently nodding. Excellent!

I reached forward, my ongoing dream of touching my mother's gigantic tits about to come true. I felt another little twitch go through my throbbing erection already. My fingers slid into one of the bigger gobs of pearly semen on the upper swell of her left breast and I started to slowly spread it over her soft smooth skin. Her tits were so huge that I reached forward with my other hand and started doing the same to her other breast. Oh man, did that ever feel fantastic. Here I was, slowly massaging a load of my own creamy cum into my mom's massive jugs. I started to take more liberties as I smoothed my slick fingers further to the sides and along the lacy edge of her bra cups. I brought the glistening fingertips of each hand towards the middle of her chest and let them push the pearly nectar of my semen right into the inviting line of her deep cleavage.

"Mmmmmm," I think we both let out a little moan of pleasure as I did this, my fingers feeling the tremendous warmth and smoothness between her massive orbs. Her whole upper chest was glistening with a fine coating of my seed as I reluctantly withdrew my fingers from that deep hot crevice and searched for more cum, wanting to completely coat both of those heavy round guns.

"Are you okay, Mom?" I asked softly as I coated my fingers with a couple more thick gobs before moving my fingers towards the outside of those supporting bra cups.

"Yes ... it feels nice." This was all I needed to hear, so I pressed my hands into the outer swells of soft tit-flesh and inserted my gooey fingertips beneath the lacy outside edges of her bra. I let my fingertips spread out as I brought my hands around to the front until I was cupping both of her voluminous breasts. I slid my fingers downward until I encountered the tight band circling her chest beneath her sumptuous breasts and then lifted both of those enormous tits at the same time, anxious to free them from the confining bra. Oh my God, I thought to myself, were they ever heavy! As I lifted them above and over the lacy edge, my eyes opened wide as I took in the sight of my mom's incredible naked tits for the first time.

"Oh fuck!" My outburst was the same as last time, and for good reason, her tits were spectacular! I let them go and just stared; the massive weight of them giving them just the perfect amount of natural sag you would expect from a set of 32G's. Released from the constraints of the sexy bra, they spread out over the full breadth of her chest, absolutely covering it from side to side. They were incredibly round and full, just seeming to be begging for my hands to feel them again. Her pink areolae were large, but not too large, but it was her mouthwatering nipples that had taken my breath away. I couldn't believe how big they were! They looked like they were the size of my thumbs; the dark red rubbery buttons virtually calling out for my mouth. Man, I knew I could suck on those babies all night long ... and still want more!

"Mom, why don't you use your hand on me again?" I said as I nodded down towards my throbbing dick, "while I finish what I started here." As I reached forward and started spreading more of my gooey semen down over those heavy round tits of hers, she reached beneath my arms and wrapped her little hand around my thick pecker once more.

"Oh my gosh, I can't believe how hard you still are," she mumbled under her breath. I could believe it; I'd never felt so turned on in my entire life. My mom's gorgeous tits were literally in my grasp, and she was jacking me off at the same time! My sticky fingers soothed the silvery balm down over her soft beautiful mounds as I sought out her nipples. My fingertips spread the glistening seed over her pebbly areolae before I encountered those spectacular thrusting nipples. I almost swooned as I gently rolled each one between the thumb and forefinger of each hand.

"Mmmmmmm," she gave a soft moan and I saw her eyes flutter as those rubbery buttons stiffened under my touch. "It's been so long, I ... I'd forgotten how sensitive my breasts are." Oh man, this was even better than I thought; not only were they just about the biggest, most perfect set of tits I'd ever laid eyes on, they were enticingly sensitive too! As her nipples became engorged and harder beneath my fingertips, I felt a heavenly surge go through my midsection as my soaring libido seemed to drive my pounding blood forcefully into my already brick-hard erection. I was so hard, it felt like the stiff throbbing muscle of flesh between my legs was about to explode.

"Unnngghh..." A low guttural growl escaped from my mother's parted lips as I slid my hands beneath those perfect round tits and lifted them. Jesus, they were so fucking heavy! They felt wonderful as they more than filled my hands, the warm prodigious tit-flesh overflowing my cupping grasp. I hefted and squeezed them lovingly as she continued to moan as my manipulating fingers worked over that breathtaking pair of beauties. I looked down and could see pre-cum oozing constantly from the tip of my dark crimson cockhead as she masterfully stroked my raging prick in her warm soft hands. One hand worked up and down on that raging monster while her other hand was gently rolling my swollen nuts between her delicate fingers. Man, she certainly learned quickly; it was like she wanted to make up for lost time.

"Oh Andy, that feels so good," she whispered breathlessly as my hands lifted, squeezed and felt up those astonishingly huge tits. She had said they were sensitive, and her continuous moaning and ragged breathing was bearing witness to that. I pushed directly down on her jutting nipples and was delighted when they seemed to spring right back out at me forcefully as I released them. "Ooohhnnngg." This had drawn another groan from her and I saw her eyes roll back and close in bliss as the marvelous sensations flowed through her. As I worked her tits over with my warm caressing hands, I could see her pleasure level escalating rapidly. Her breath was coming in short little gasps and she was starting to squirm around on the cushion beneath her. I wondered about the state of her panties right now as I took those long thick nipples between my thumbs and forefingers once more and gave them a firm squeeze.

"Oh Andy ... I ... I... ," She was almost babbling now as she squirmed about beneath my hands, and her stroking hand started to work more vigorously on my pulsing rigid pole. I saw her tongue run out unconsciously and lick around those full soft lips of hers ... and that was all it took. As I looked at her open mouth and sexy hooded eyes, I felt that thrilling sensation as my boiling semen started to rush up the pulsating shaft of my prick once more.

"OH MOM, KEEP STROKING ... HERE IT COMES," I warned as the first shot jettisoned forth. We both watched spellbound as the long white rope erupted from the tip of my cock and splashed forcefully right between her massive tits.

"OH GODDDDDDDDDDDDD," I could see her shaking as her own climax hit her as I continued to tug and roll those thimble-sized nipples between my fingers. I was proud of her though, her stroking hand never slowed its insistent magical jacking of my spewing love-muscle as I flooded her gorgeous chest. Shot after shot spat forth all over those stunning massive breasts. My release seemed like it would go on forever as I unloaded wad after creamy wad of pearly fluid all over her sumptuous knockers. I was in absolute heaven, my dreams coming true right before my eyes as I continued to fill my hands with her voluminous tits while I came, my own manipulating fingers giving my mother a spine-tingling orgasm at the same time.

"Oh yessssssss," she hissed as blissful sensations of pleasure swept through her; her tremendous tits quivering and shaking spasmodically in my hands as she rode out her climax. Her eyes were closed with the intensity of the moment, her mouth open as she gasped for air, her whole body flushed with the heat of desire as she continued to shake in the convulsive throws of a tingling release. As the last of my spurting seed rained down upon that magnificent set of massive round tits, I felt totally drained as I released her heavy breasts and sat back in the chair, my own chest heaving as I drew in deep gulps of fresh air. My mom's hands gently released my spent prick and she lowered her arms, her own body shivering in post-orgasmic bliss as her ragged breathing echoed my own. We just sat like that for a minute or so, me in the chair and she kneeling on the pillow between my spread thighs, our bodies slowly coming down from the endorphin high of our mutual tremendous climaxes.

"Andy ... I ... I think you should go," she said softly, unable to look me in the eye. I could see that after being swept away by her emotions, she was coming back to earth and guilt at what she had done ... at what WE had done together, started to take over. I could tell by the way she looked that the best thing for me to do right now was not to try and talk her out of that feeling of guilt; just to leave her to think about what had happened, and to sort out her own feelings about it. If she decided the whole thing had been a huge mistake, never to be repeated again, well ... I'd have to think about what I was going to do if that happened. But from the look of pure ecstasy she'd had on her face when she was cumming, I thought that the devil on her shoulder just might win this one.

"Okay, Mom," I said as I reached over and grabbed my pants. I stood up beside the chair and pulled on my clothes as she continued to kneel before me, still not meeting my eyes. "Are you alright?"

"I ... I ... yes, I'm fine," she said as she looked at me, a surprisingly calm expression in her eyes and in the tone of her voice. "I just think it's best if you go right now." She gave me a small comforting smile that warmed me deep in my soul. I could see that I didn't need to worry about her right now; she just had to sort out her own thoughts at the moment. And the way she looked at me, I could sense a deep understanding of our new relationship was taking root within her, one I hoped to continue to build on, just the way I wanted it to.

"I love you so much, Mom." I bent over and gave her a soft tender kiss on the lips. Her lips were soft and warm against mine, and it was a perfect kiss to end the day with.

"I love you too, son," she replied warmly as she looked up at me. I smiled softly in return and said nothing more as I pulled my shoes on and made my way out of the family room. I went through the archway that separated it from the hallway that lead to the front door before reversing my steps quietly. I peered around the edge of the archway and took one last look, wondering if I'd ever experience anything so exquisitely magical in my life again. I felt a warm comforting sensation wash over me as I looked back to see her bring her hands up to her chest, and then watched enthralled as her delicate fingertips started spreading my warm milky semen all over her gigantic tits. I saw her eyes close and heard a soft moan escape her full pouty lips as her fingertips smoothed the pearly cum over her big red nipples. With a smile of satisfaction on my face, I left her alone, quietly easing the door shut behind me.

As I got in my car and drove away, I started to think about how the education of my mother was coming along splendidly. Heading home, I was already thinking about what sort of outfit I'd buy her for tomorrow's lesson ... I was sure it would involve another trip to the lingerie store.

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