It was a strange Friday night for Marion to begin with. She had a dinner date who canceled out at the last minute. This may not have been so bad, but it was the night the 38 year old widow had decided that she wanted to get laid. She had gone out with George a couple of times before and had found him to be warm and charming. She thought they were a good match and tonight he would have gotten lucky. But, he chose to cancel without any real explanation leaving her by herself, depressed and frustrated.

As she sat there feeling sorry for herself, the apartment door opened and her son Derek came in. The 19 year old was attending a college about an hour away and often came home on weekends, usually unannounced. Seeing his mother all dressed up, he was struck by how attractive she was. A guy's mom just wasn't supposed to look that alluring.

"Looking good, Mom. Heading out somewhere?"

"I thought so, but he just called and backed out."

"All dressed up and nowhere to go. Well, that's his loss. Guy must have been nuts to pass you up."

"Thanks honey, that's nice to hear." She did feel a little better. "How about you, any plans?"

"No, nothing in particular, just figured I'd hang out for the weekend."

"Feel like going to dinner with your old lady? I went to all the trouble of getting dolled up, I kind of hate to waste the effort."

"Sure, let me change into something a little more appropriate and we're off."

With that he went into his bedroom to change. When he returned he'd exchanged his jeans and sweatshirt for a pair of tan slacks and a blazer. Marion couldn't help but think of what a good looking guy he was when he dressed up. She had no way of knowing that the feeling was mutual. Derek had long been impressed with his mother's looks; she was the standard by which he judged other women. Few, in his opinion, matched her, either physically or in personality.

Dinner went well, they had always enjoyed each other's company and tonight was no exception. But the broken date weighed heavily on Marion's mind. Even Derek's company couldn't lift her out of her mood of disappointment and frustration. To be dumped at the last minute was a personal insult under any circumstances, but on the night she'd decided to put out? That was humiliating.

She wondered, had she played it too cool on their two previous outings and he'd lost patience? But it was not unusual for a woman to wait for the third date to come across. Perhaps he'd found a sure thing, someone easier than her for tonight. It was easy to agree with her son's statement that it was George's loss, but she still felt rejected. She began to smooth her ruffled feathers with alcohol, apricot brandy to be exact.

The sweet, fruity tasting liquor went down easily and did its job; elevating her mood and putting her in good humor. By the end of their meal, she had downed four and, not being big drinker, she was noticeably under the influence. She wasn't wasted, but the effects were evident. When they returned to the apartment she headed to her bedroom, telling her son she "wanted to get out of these damned glad rags".

Alone in her room, the feelings of rejection returned. After laying out her pajamas, she turned to face the full length mirror on her closet door and looked herself over. She couldn't understand why George had canceled on her. Reaching behind her, she undid the back of her dress and stepped out of it. She sized herself up in the mirror, posing in her lingerie. Blonde shoulder length hair, a good figure, and a well-shaped pair of legs, what more could he have wanted? Even her underwear had been chosen to thrill him; matching lavender colored lace bra and panties, garter belt, black stockings, and high heels. She didn't even like wearing a garter belt, but she knew most men found them alluring, and she'd wanted to please George, to make their first sexual encounter together memorable.

Pulling the chair from her desk over to the mirror, she put one foot on the seat, watching herself in the glass as she slowly unclasped the garter and rolled her stocking down to her ankle. She repeated the process with the other leg, then unhooked the garter belt. Then she kicked off her shoes and finished removing the stockings. It was an impromptu strip tease for her own gratification, almost as if she were showing that dumb ass George what he was missing. She unhooked her bra, pushing the shoulder straps down. Lowering her arms and giving a quick shimmy, she let the bra fall away revealing her breasts; not large but still firm. Looking at herself clad only in the flimsy panties, she still didn't understand why George hadn't kept their date. She put on her pajamas feeling foolish in addition to confused and depressed. That, combined with the effects of the brandy, had left her in a dangerous state.

That was the mood she was in when she returned to the living room. She found Derek sitting on the couch watching television. He'd changed too, now wearing tee shirt and sweatpants. Sitting down, Marion leaned against him, her head on his shoulder one hand on his chest. He put his arm around her.

"Thanks for going out with me tonight," she murmured, "I really appreciated it."

"Hey, the pleasure was mine. Good food, great company, who could ask for more?"

"Well I don't think a guy your age really wants to be hanging around with an old broad, even if the old broad is his mother."

"What old broad? I was with the hottest looking woman in that restaurant, even if she was my mother. How are you feeling anyway, any better?"

"Getting there, could use a couple more drinks though."

"That can happen. We have any brandy?"

"Sadly, no. I've got a couple of bottles of Port in the cupboard. Why don't you go and pour us a couple of glasses? Better yet, bring one of the bottles."

He returned and set the two glasses down on the coffee table, pulled the cork and filled them to the brim. Marion leaned over the table to take the first swallow so as not to spill any. Then she looked up at him, smiling.

"Trying to get me drunk or something?"

"Working on it," he laughed. "But you don't seem to need any help."

"Just wondering if you were planning on taking advantage of the old lady," she joked, taking another swallow.

"Hadn't thought of it." Actually up to that point he hadn't, but now she'd put the idea into his head. He made up his mind then to take this thing as far as he could, just to see what would happen.

Neither realized it, but at that moment Marion's fate was sealed. Finishing the strong, sweet wine, she set her glass down and again leaned against her son. Again her head rested on his shoulder.

"Thanks for being here. Son or not, it's nice to have a man to lean on." With that she raised her head up long enough to kiss him on the cheek.

Looking at her momentarily, Derek leaned over to return the kiss, only to her lips rather than her cheek. When their lips met, the effect on Marion was electric. She felt her body tense up and there was a funny slithery feeling in her stomach. Her heart began racing and she could feel her nipples hardening. The alcohol was also having its effect on her; the whole thing was taking on a surrealistic dreamlike quality. She was losing control and her physical desires were taking over.

When their lips parted her hand shot up to the back of his neck and pulled him back down. She kissed him again; there was nothing motherly about it. Pressing their lips tightly together, it was a hungry, passionate demanding kiss, leaving no doubt about what she wanted. Her tongue forced its way into his mouth, sending shock waves through both of them. Marion wanted to get fucked and at this point she didn't care who fucked her; Derek was more than willing to do the job.

With their lips glued together, their tongues ravaging each other, Marion pressed her thighs together as tightly as possible squirming in her seat, trying to put pressure on her clitoris. Derek's free hand roamed over her body, feeling her through her pajamas. When it moved down to her hips, caressing her ass, she opened her thighs wide giving him access to her crotch. His hand slid between her open legs, massaging her pussy. Even through the two layers of material it felt exquisite, she desperately wanted to feel it on her bare cunt. Gripping his wrist, Marion pulled his hand up to the waistband of her pajamas and pushed down behind her PJs and panties towards her waiting twat. She groaned loudly as his fingers massaged her outer cunt lips, one running up and down her slit, teasing her throbbing clitoris. Unbearable pleasure flooded her body; she was beside herself with lust fueled passion.

She pulled her lips away from his, ending the kiss. Sitting there breathing heavily she stared down at the floor for a moment. Derek was disappointed, thinking she was going to stop things there, but he had no way of knowing that his mother was incapable of stopping now. She was like a sexual avalanche; once in motion it had to run to its inevitable conclusion. He watched as she raised her hands and began unbuttoning her pajama top. Reaching the bottom button, she flipped the top open exposing her tits. When she leaned back, her head tipped to one side, looking at him with half closed eyes he knew she had no intention of stopping. He was going to get to fuck her.

Marion closed her eyes as she felt him kiss her first on the neck, then the throat, then finally moving down to her breasts. The sensations of his lips and tongue playing with her erect nipples moved her closer and closer to orgasm. He settled down, sucking one of her tits while the hand in her pants began moving faster, putting more direct pressure on her clitoris. Finally she felt one of his fingers push into her cunt with short, hard, in and out motions. With each forward motion one of the knuckles on his fist hit her clit further stimulating her. She didn't know if he was doing it on purpose or accidentally and she didn't care; the first ecstatic shivers of her orgasm were sweeping over her. All she knew now was she wanted a hard cock in her cunt.

Her hand went to the front of his sweatpants feeling the hard bulge of his erection and giving it a quick squeeze. She was beside herself, desperate to satisfy her carnal demands. She grabbed the front of his pants and shoved them down as far as she could, revealing his rock hard cock. Realizing what she was doing, Derek straightened up, removing his hand from her pussy and took off his sweatpants. Marion similarly pushed her pajama bottoms and panties off. Then, drawing her legs up, she turned on the couch sliding down close to him and laid back with her head on the armrest. She worked one leg behind him, the other was across his lap.

Derek looked at his mother, naked except for her open pajama top. Even the effects time had made to her excited him. The softness of her flesh, the slight thickening of her waist, the fact that her thatch of pubic hair was darker than her hair; all these things made her more real to him. He wanted to screw her more than ever, he could care less about any taboo about incest. All he knew was there was a hot looking woman lying there waiting for him to fuck her and he had a cock that was so hard it felt like it was ready to burst open if he didn't get some relief. Mother or no mother he was thinking with his dick and his dick said he was going to get laid.

Marion held out her arms to him, waiting. Derek turned and lowered himself on top of her. She held him tightly as they kissed each other passionately. Feeling his hips move as he swung his legs up on the couch, Marion reached down and grabbed his hard-on guiding into the correct position. Derek needed no encouragement, as soon as the head touched her pussy she felt her son's cock spearing into her. She let out a long, low moan as the young hard prick filled her wet cunt, pushing deep into her. Penetration alone brought her close to another orgasm, this is what she'd been waiting for. When he began thrusting his cock in and out at a rapid steady pace, she adjusted to his timing and began twisting her hips to meet every forward plunge, sending waves of perverse pleasure through her. She emitted a breathy cry with every lunge of her son's cock inside her, feeling her orgasm building rapidly, ready to explode.

Suddenly, the muscles in her hips tensed and she arched her back, crying out shrilly as she came. She felt her cunt tighten and grip her son's prick as it jabbed back and forth within her, intensifying her orgasm. Moments later she felt the throbbing of his cock as he emptied his balls into her. It was a combination of orgasmic bliss and carnal relief, his cum washed away all trace of her sexual frustration. But Marion wanted more.

Once Derek sat up, she pulled up the leg that was behind him to her chest and rolled over to the edge of the couch. Then, on her knees, she moved over in front of him between his legs. Taking his glistening cock in her hand, she leaned down, kissing it on its sensitive head. Her tongue slid out and began slowly caressing it, savoring the taste of their combined juices and the rich musky odor of her pussy. She lowered her head taking as much of her son's dick into her mouth as she could and began sucking. Moving her head up and down slowly, she could feel it getting harder in her mouth. She kept it up she was able to trace the veins on the shaft bulging against her tongue. Rising up, she knelt on the couch straddling him.

"Slide down a little, honey," she murmured, pulling on his hips until he was in the right spot.

Steadying his cock with her hand, she slowly lowered herself onto it, reveling in the feel of his hard-on entering her cunt. Again the sensation of wanton ecstasy overwhelmed her. Rising and falling on the stiff prick, she continuously changed her motions. Sometimes moving her hips back and forth, side to side, or in a circular motion. Her fingers interlaced behind his neck she leaned backwards, anything to put more pressure on her churning twat. Derek's hands massaged her ass cheeks, adding to the mix of sexual feelings pouring through her. Then she suddenly lurched forward, hugging him to her as she began to come. Clutching him tightly, Marion moved her hips in an erratic, jerky way unable to control herself as another orgasm ripped through her body. She emitted a gasping cry as she felt Derek's throbbing cock shoot a load of cum deep into her cunt. Breathless, she clung to him feeling his cock slowly softening inside her, an occasional shiver running down her spine as her orgasm subsided. She was spent physically, emotionally and sexually. Once disengaged, both laid down on the couch, Derek's arm around her and they fell into an exhausted sleep.