I came in the back door after potting some Inpatients to put on the front stoop. It was a beautiful, normal Sunday morning. I had no way of knowing all that was about to change.

I washed my hands in the kitchen sink and thought I might catch a quick shower. I grabbed the basket of clean clothes off the dryer so I could put them away and headed upstairs.

My son’s clothes were on top so I stopped at his room first. I had no idea he was even home. I opened his door and stepped in with my basket of clothes.

I was stunned, shocked. I found my son sitting on the edge of his bed with no pants on and his girlfriend kneeling on the floor between his legs. I couldn’t really see what she was doing, her back was to me, but it was quiet obvious to me what was going on.

“Oh my God!”

I dropped my basket of clothes when my hands shot up to cover my mouth.

“MOM!!!” Joey shouted at me.

Jenny, Joey’s girlfriend, jumped to her feet.

“Oh my God!” she whispered to Joey and then she ran past me.

“I’m so sorry Mrs. Andrews” she says to me as her eyes darted away from mine and she ran out of the room.

I had seen Jenny a number of times before, but today ... she looked different. Older. She was only 15 but she had put so much make-up on that she looked ... well ... like a hooker actually.

“CHRIST MOM!” my son yelled.

“Don’t you yell at ME Joseph Matthew! Last time I checked ... I was still your mother.”

I wasn’t the one that had done anything wrong here and I wasn’t going to be talked to like I had.

“But Mom...”

“But Mom nothing young man...”

Up until that point everything had happened so fast that I hadn’t really noticed but now my eyes were instantly drawn to this huge hard-on my son was sporting. It distracted me for a second and kinda took the wind out of my sails.

“Um look...” I said a little calmer now. “I’m sorry I didn’t knock Joey, but I had no idea that you were home ... and I certainly had no idea that you might be up here doing something like THIS!”

“But...”

“But what Joey? But what?”

I watched him halfheartedly trying to cover his penis with his hands and quite frankly, he was doing a poor job of it. Finally he just dropped his head and looked at the floor as he sat on the edge of his bed with his hands in his lap.

“What is it? What are you trying to say Joey?” I asked sympathetically.

“Nothing ... Just never mind.”

I looked at him for a few seconds; neither of us moved or said anything. To be honest, it felt pretty weird looking at my son sitting there like that. I knelt down and started to pick up the clothes I’d dropped. I kept glancing up, watching him sitting there, wondering when he was going to get some pants on, wondering what he was waiting for. I supposed he was gunna wait for me to leave before he got up.

My eyes kept bouncing back and forth between the clothes and him sitting there on his bed looking like a puppy that had just gotten smacked for shitting on the brand new carpet.

It was hard to miss the tip of his penis sticking up past his hands. To be a little more accurate, there were a couple of inches sticking up past his hands. And as long as I’m being more accurate ... I guess I didn’t try very hard not to miss it.

I was a little surprised that he was still so hard and that his penis showed no visible signs of calming down. I certainly would have thought that being caught by your Mom, would at the very least, knock the lead out of your pencil.

I was also pretty surprised at how much NOTICING I did.

Now being his mother and living in the same house with him for six-teen years, I’ve seen Joey naked before a thousand times through the years. I’ve even seen him in different degrees of nakedness over these latter years as well. You know ... in and out of showers and changing to go swimming and such. But I wasn’t accustomed to seeing Joey in a full state of arousal. I was kinda uncomfortable by the fact that he wasn’t making much of an effort to cover himself up. I realize that he now thought he was old enough to be getting blowjobs in his room but I was still his Mom...

I asked him if he was OK.

“Yeah ... I guess.” he mumbles.

But I could tell that he wasn’t OK. I certainly understood.

He was a 16-year-old boy that had just gotten the first half of a blowjob, as best as I could see and he was OBVIOUSLY, I told myself, still aroused by that.

“Look Joey, I’m sorry. I really am. I’ll gather the rest of these clothes and just leave them here in the basket. I’ll put them away later so you can...

... You know ... Deal with that.” {And by that, I meant deal with that baseball bat between his legs. He looked like he was on deck and planning on swinging away}

My son looked up at me. He looked a little confused for a second like he didn’t know what I meant, like maybe masturbation was some kind of foreign concept reserved for mean old lonely men and convicts serving twenty to life. I was gunna ask him what the matter was, like you don’t jerk off, right? But he started to say something again,

“But you don’t understand...”

I stopped gathering the clothes off the floor and looked at him waiting for him to continue.

“That ... That was...” H e trailed off.

“What Joey? What are you trying to say?”

He lifted a hand away from his sizeable erection and rubbed his forehead troubled not realizing he was exposing a healthy chunk of real state between his legs. He looked down at the floor again and said very softly, “That was gunna be the first time...” he says just above a whisper.

“What?” I asked him.

He looked up at me.

“That was the first time.” he stated with what I perceived as a little bit of attitude.

“It took forever to get Jenny to say she would ... and now ... well, she’ll never do it now.” He tells me like the bank was giving out bags of money and he didn’t have cab fair to get there.

“What? You mean give you a ... a blowjob?”

“Mooooom!”

{I would’ve sworn that when I said the word Blowjob, that he adjusted his hands in his lap, trying to better conceal the huge erection he had.}

“What?” I had a little smirk on my face. “Do you think that I’m so old and out of touch that I don’t know what a blowjob is?”

“Well no.”

“Would you be more comfortable if I used a different word?”

He shook his head no. “I’ve just never heard you say stuff like ... like that.”

“Well, I guess the opportunity hasn’t come up to much before today Joey. I mean come-on...” He rolled his eyes at me. “Maybe I should try to work it into the conversation a little more, huh?”

“Nooooo”

“Should I start asking at the dinner table: Hey Hun, have a good day today? How was school? Did you clean your room, take out the trash ... get a BLOWJOB today?”

{I was sure this time that I’d seen his hands pushing down into his lap when I said the word ‘Blowjob’.}

“No Mom...” He had a little smirk on his face now and although I was trying really hard not to look, I believe I saw one of his fingers actually diddling his penis. {I Don’t know ... It might have been a nervous twitch or maybe even the on-set of Parkinsons. I might have to read up on the symptoms.}

Now I knew that getting a blowjob is a pretty big deal to most guys. I felt really bad I’d ruined it for him, I did. But the fact that my son was left to sit here naked diddling his own hard-on, was not my fault. He should have picked a better spot for his oral escapades.

“I should have known...” he started.

“Known what Joey?”

“Nothing...”

Joey and I had a pretty good relationship, we could always talk about damn-near anything up until now. I didn’t want that to stop. I had known for a long time that Joey masturbated. I had talked to him about that a long time ago. I’d told him that it was perfectly natural and he could feel free to do it in the privacy of his room anytime he felt like it. It was no big deal. “As long at it doesn’t get in the way of your school work or your chores.” I had said lightheartedly.

I had even walked in on him one evening when he was doing it. “Ooo ... Sorry.” I’d told him somewhat embarrassed myself, and had turned right around and walked out to give him his privacy. No big deal. {Of course, he didn’t have someone in there helping him like he had today.}That was a few years ago. This was different. He was getting older now and obviously just thinking about stuff while he masturbated just wasn’t enough. But this was not the place or the time. I certainly didn’t want to walk around my own house on eggshells never knowing when I was gunna walk in on ... STUFF! What next? Walk in the dinning-room and find him fucking someone on my best table-cloth.

“Joey...”

I pulled a clean towel from the laundry basket, pushed the basket aside and walked over to my son, holding the towel out to him.

“Here Honey. Cover yourself up.” I told him.

It seemed almost silly to say at that point. It was kinda like hanging a picture over the TV, ya know. His dick was still rigid. It looked painfully so. I noticed when Joey raised his hand to take the towel ... that his penis was ... Well ... I know it’s not very “Motherly” but it was Quite impressive actually.

The head was shiny wet and the color of catsup. It was hard not to notice.

“Now tell me...” I said calmly. “ ... You should have known what?”

“It’s just ... Well ... I’ve been looking forward to this for so long.”

“What ... Getting caught with your girlfriend in your room by your mom?” I asked jokingly, trying to lighten the tone a little.

“NOOOOO ... I mean ... You know.”

He looked pretty frustrated. And yes, I knew what he had been looking forward to.

“Im sorry Sweetheart. Ga-head.”

“It’s just I just knew that something would happen to ruin it. Jenny will never do it NOW. Shit ... I’ll be lucky if she even speaks to me now.”

I knew that what my son was trying to tell me was important to him but it was kinda hard for me to give Joey my full attention. My eyes kept creeping down to the towel. Had the circus come to town?

I couldn’t understand it. I would have thought that after all the time I’d been there and as embarrassed as he should have been that ... Well ... that it would have gone limp by now. I just couldn’t stop looking at the tent in my sons lap.

I couldn’t help but notice how much bigger his penis was from the last time that I saw him when he was masturbating. I admit that I didn’t get a real good look last time ... Certainly not the view I was getting today ... But it seems that if it had been, back then, as big as it is now ... Well ... I would’ve noticed and remembered, that’s all. It was really a huge difference I thought. He was only 16 years old for Christ sake and his dick was already longer then his fathers. A lot thicker as well.

Without even thinking, I just blurted out,

“You’ve gotten a lot bigger since that last time I walked in on you doing...”

“MOM...” My son cut me off.

“Oh, sorry ... it’s just ... Well ... I” I trailed off as I stared at the towel that covered my son’s hard dick. You’d have thought it was gunna fly off at any moment like some long awaited unveiling and his hard dick would start singing its own version of “It’s a Hard Days Night’ by the Beatles.

There was a long awkward silence while I stared.

He just sat there while I looked at the towel between his legs. I’m really not sure how much time passed. He just watched me looking without saying a word. Letting me, for all practical purposes. Until curiosity got the best of me ... I wanted to know...

“Ummm ... I hope you don’t mind me asking Joey but ... how come you’re still so hard?”

He looked down at the towel now and just shrugged his shoulders like I’d asked him if it was gunna rain today.

“I guess because I was really excited about getting my first ... blowjob MOM.”

He emphasized the word “MOM” like all this was my fault. It was MY fault that he was sitting there with a boner.

“Look Joey...”

I felt some of the attitude coming back.

“ ... I said I was sorry ... and I AM. I really am, but there’s nothing I can do about it now. Look...”

Then what he had just said registered in my head. ‘His first blowjob’

“ ... YOUR first blowjob? I blurted out.

He shook his head slowly, sadly ... yes.

“I thought that you meant it was Jenny’s first time.”

“No ... Well, Yeah ... with me, but it’s not her first time ... It was mine.”

I felt worse. That explained a little better why he was in such a state ... Kinda.

“Jenny told me this morning that she’ do it. I’ve been waiting all day for this.”

“Wow Joey ... I didn’t know but this still isn’t the time or place. Listen, I can see that you need to do something with THAT before it explodes or something.”I nodded my head towards the towel. “ ... So I’m gunna just go down stairs and go on about my business and you can ... you know...

{I made an “O” with my hand and moved it up and down a few times} ... and then, if you feel like it, we can talk about this more later.”

I wasn’t gunna hold my breath until he came down to TALK ABOUT IT MORE.

Joey lifted the towel a little bit and glanced at his swollen dick with what I thought was a bit of sorrowful disappointment.

“I can’t do that knowing that you’re downstairs KNOWING I’m up here doing it Mom! Besides ... It’s just not the same.”

I felt a little sorry for him.

“I can’t believe this.” He mumbles frustrated. “And it took so long to get her to put...” He stopped abruptly.

He was really bothered by all this. I couldn’t blame him I guess. It was probably a pretty big deal to all the boys. A ‘Right of Passage’ of sorts. I’m sure he’d heard plenty of talk about it and there was a great deal of anticipation, not to mention the time and effort he’d put into talking Jenny into doing it. And now ... As far as he was concerned, I had ruined it for him.

To make it worse, she’d started and not finished. That had to be pretty rough on the boy. I certainly remember how important it seemed to be to all the guys I went out with. Joey’s father included.

“I’m sorry again Joey. But before I leave you to ... you know ... I have to ask you a question?”

My son rolled his eyes again and flopped back on his bed with his hands over his face abandoning the towel that hid his erection. Well ... it didn’t HIDE it, it just covered it up. I had a hard time drawing my eyes away.

“Yeah Mom ... Sure ... Ga head...” He told me through his hands.

“What was up with Jenny?”

My son took his hands away from his face and looked at me curiously.

“What do ya mean?”

He’d caught me once again staring at the tent in his lap and had to recapture my attention.

“Uh, Mom...”

“Yeah...”

“What do you mean, ‘What’s up with her’? You mean other then getting caught ... by my Mommy?”

“Yeah right...” I said a bit indifferent and then continued, “No I mean what’s up about all the make-up and the red lipstick. I never pegged Jenny as a “Red lipstick” kinda girl?”

“Oh...”

For the first time since I’d entered my son’s room ... he looked really embarrassed.

“I ... I asked her to do that.” He told me quietly, border-lined ashamed.

“What do you mean, you asked her to do that?” I didn’t understand.

“I like it.”

“You like what, Joey? I’m not following you.”

“The make-up ... The lipstick, I wanted her to do that.”

“Oh ... How come?”

“I wanted her to look ... You know ... hot ... older I guess; like the girls in the magazines. “ he explained.

{This was odd conversation to have with my naked son, but it was what it was. I guess there really wasn’t anything that wasn’t odd about this whole situation.}

“Oh!” I thought for a second. “Well she did.” I said to him. “If you’re talking about porn magazines” I told him bluntly.

“What are ya saying? Are you saying she looked slutty?”

“Pretty much.” I told him honestly.

He raised his eyebrows, leaned back a little more, raised his arm above his head and reached under his pillow. I was somewhat surprised when he pulled a tube of lipstick out and tried to hand it to me.

“This is yours Mom.” He said with a bit of attitude. “Your slutty lipstick.”

I looked at the tube of lipstick in his hand and then at my son. I’m sure I looked a bit taken back. I slowly reached my hand out and let him drop it in my hand. Then it occurred to me ... The color of catsup...

“Joey ... Is this why you’re so red down there?” I nodded towards the towel.

He slowly lifted the towel and looked; I looked too.

“Oh Wow!” He quietly whispered.

I watched as my son lifted the towel up with one hand and let his other hand close around the base of his dick ... His still hard dick! He tilted it towards his belly to get a better look at its tip. I watched as he let his hand slowly slide up the pudgy shaft towards its swollen red head. I felt like he didn’t even know I was there. He touched the tip of his dick with the tip of his index finger as he held his dick just behind the rim with his other fingers. He looked like he was mesmerized. I certainly was. He ran his fingertip through the red lipstick smear and then over the fresh drop of pre-cum oozing out from the slit on his hard prick. He let loose his hard-on and brought his fingers closer to his face to examine them better as he rubbed his finger and thumb together slowly. He looked fascinated. I was too. His other hand held the towel up; almost as if he were showing it to me if I cared to look. It would seem I cared to.

I could clearly see the red lipstick smears on the white towel and what appeared to be a small wet spot where a good amount of pre-cum had been seeping out ... apparently the entire time we’d been talking. Once again I found myself taken back by his somewhat laid-back manner. It was quite obvious that he didn’t care in the least that he had a hard-on in front of his mother.

I wasn’t sure what was happening here; it all seemed so peculiar. Not just the fact of where this conversation had gone ... But the fact that it all seemed so ... Nonchalant, I guess would be a good word for it. This wasn’t really the kind of conversation I should be having with Joey; his erection shouldn’t really be a topic for discussion for him and I, but it was almost as if we were just talking about school or the price of eggs. It was really odd.

“Yeah ... It is...” He told me as he showed me his fingertip.

He looked up at me and again caught me looking at his dick.

“Mom?”

“Yeah Hun...”

“Why do you keep looking at my dick like that?”

His question caught me off guard. I felt my face get hot.

“Um, I’m sorry Joey. I ... I’m really not sure. I guess ‘cause I’ve never seen you like this.” I was flustered. “I mean all hard and everything.” I couldn’t believe I’d said it. And as if that wasn’t enough, more spilled out “It’s really big...” I blurted out before I’d even realized what I’d said.

“That’s good, right?” My son asked me like I was some sort of expert on the subject sharing my thoughts on the Pro’s & Con’s of penis size from the everyday woman’s point-of-view.

His cock was so rigid it looked like you could crack nuts with it. It was so swollen; so thick. And I still didn’t know why it was still like this. The redness went down the shaft of his prick a few inches mellowing to a soft pink hew. It wasn’t all lipstick. I could see every vein that wrapped around his stiff shank. I’m ashamed to be able to describe it so well. I had to literally tear my eyes away. But before I did I mumbled one more un-motherly thing...

“Yes ... Yes I suppose it is.” I murmured in an almost dreamy voice. I pulled my eyes off of my son’s dick and looked in his eyes. I felt my face redden even more if that was possible. I was noticeably embarrassed as the swing in the conversation became more and more inappropriate.

“Joey, I should just leave and let you take care of that...” I gestured towards his penis again. “It looks like it ... like it hurts.”

“It’s never been like this Mom.” He informed me with a look of pride mixed with a little concern of his own.

“You mean hard like that?”

He looked up at me and shook his head, “Yeah.”

“OK then.” I said nervously like the conversation had all of a sudden taken a wrong turn when, in fact, it had actually taken a wrong turn fifteen minutes ago. “I guess I’ll leave you to it.”

“Yeah ... OK Mom.” He kinda whispered like he wasn’t sure if that’s what he wanted. I started to walk out when Joey called to me.

“Mom...”

I turned, “Yeah Sweetie.”

He had a strange look on his face and he whispered to me like he was afraid someone else might hear him.

“I’m really excited...”

“I noticed Joey. Kinda hard not to...”

“Do you want to ... I mean, would you mind ... maybe...”

His words drifted away like a lost kite on a windy day. Feeling my stomach drop, feeling I already knew the answer, I reached for the string anyways... “Mind what Joey?” I asked, my voice barely audible above my pounding heart beat.

“I don’t know ... maybe giving me a ... a hand job or something?”

I didn’t think I heard him right.

“Excuse me?”

His face changed right away. He looked like a little kid that had just gotten caught with his hand in the cookie jar. He was immediately sorry he’d said it.

“Nothing...” He mumbled uncomfortably.

I needed to make sure I’d heard him right. I didn’t want any doubt. I took a step towards my son and cocked my head slightly to one side, one eye squinting.

“Joey ... Tell me what you said.” I said sounding more like a mother and less like a Mom.

He looked sheepishly at me and cleared his throat. It was the same look he had on his face when he’d used my good Hand crocheted Afghan as a floor in his snow-fort the winter he’d turned six.

“Nothin’”

“Joey...”

“I ... I asked if you wanted to ... to...”

“To what?”

“ ... Maybe give me ... a ... a handjob.”

I was stunned. Speechless almost. “My God!” I thought.

“Joey ... I’m ... I’m your Mother.” I tried to sound stern, offended even, but that’s not the way it really sounded when it came out.

“I know ... I’m sorry ... I just thought ... that maybe...”

“That what? That maybe what?”

“ ... That you might want to.”

“That I might WANT to? You just thought that I might WANT to give you a hand-job? You’re my son Joey! I can’t do THAT.” I told him harshly. “Even if I wanted to...” I heard myself add as I quiet afterthought.

“It’s wrong...” I told him. “ ... Very wrong. Why in the world do you think I might WANT to?”

“I ... Well ... You kept looking at it ... like maybe ... I don’t know ... like you wanted to ... to touch it or something.”

I was shocked. I stared at my son. I never thought I would ever hear my son ask me something like that. I admit ... he WAS right. I had found myself looking at his dick more than a few times; actually staring more than just looking. I suppose I could see how he thought I might have looked like I wanted to, But ... I don’t know. I didn’t mean to make him think I wanted to ... to do something. I just couldn’t help looking at it, that’s all.

The fact is, I haven’t seen anybody’s “dick” since Joey’s Dad left. I supposed that I missed it a lot more than I’d realized. It was true that I found it hard not to look at his dick the way it was. I had been used to seeing my son’s private area through the years but had never seen his dick ... his cock ... like THAT; so hard and thick ... ready for sex. Until a few minutes ago, I had seen and thought of his penis as only something to pee with. Now ... It looked more like something used for fucking ... Fucking hard! ... Hitting home runs.

Even when I’d walked in on Joey masturbating, I had never gotten a very good look at his penis. I was in and out too quickly. Had it not been my son’s hard thick cock I was staring at this afternoon ... I might have been more than happy to jerk it off. Truth be known ... There were plenty of times recently, that I HAD thought about what it would feel like to touch a nice big dick again, to jerk it off, even suck it. I missed doing stuff like that terribly. But he didn’t know that. At least I didn’t think he did. I guess I DID look like I wanted it.

I swallowed hard.

“I know I was looking at it Joey ... But that doesn’t mean I’m willing to give you a handjob for Christ’s sake...”

“I know Mom. I’m sorry. Really...”

I didn’t know what else to say to him. I thought that pretty much covered it. I turned, a bit beside myself, and left his room.

“He obviously needs to relieve himself. He’s just really excited, that’s all it is.” I told myself. “He was looking forward to his first blowjob and he was denied that soooooo ... he’s just horny. Hell, the fact that his dick is so hard and red is proof of that.”

I could feel that I was flushed. I went to my room and sat down on the edge of my bed. “Wow” I thought. “You want to give me a hand job, he says.” Did he really ask me that? I would have never thought it in a million years. “That’s incest...” I whispered out loud. “Or is it...” I wondered quietly. “Is it incest if I just jerked him off?” I asked myself as if it were just a simple every day question. I was a little shocked that I would even ask myself. It made me feel like I was trying to talk myself into it or something. “Whatever.” I mumbled.

After a little more time mulling the whole thing over I asked myself why he’d want ME give him a hand job. “I’m his mother for Christ’s sake.”

I got up and looked in the full length mirror that hung on my closet door. I swept my long black hair out of my face with my fingers. I stared at myself. I was a 44 year old mother. No gray to speak of. My eyes were sky blue and my lips were very full and pouty. I noticed small crow’s feet at the corners of my eyes and a few small wrinkles around my nose when I smiled. I guess I looked OK. Men still looked at me when they drove by. I got the occasional beep of the horn as well when I was out running, so I can’t look too awful bad. Men still flirted with me ... A little ... Sometimes I guess. It was hard to tell what was just wishful thinking.

“Maybe they’re just looking at my tits.” I thought; they’re pretty big. I put the tube of lipstick down on the dressing table and put a hand under each of my tits and lifted them slightly under my shirt, pushing them together. I let them go and watched them fall back into place. They jiggled a little. Not too saggy. I turned around and stuck my ass out at the mirror. I ran my hands over each check. It was still pretty firm; heart shaped. I thought it was a nice ass. My jeans fit it good. Made it look good too I thought.

I stared at myself for the longest time. I took the tube of lipstick off the table and took the cover off. I brought it up to my lips as I rolled it out. I started to put it on. I rubbed my lips together and then ran my tongue over them; remembering, sadly, what it felt like to be desired.

It had been a long time since I’d put this color on my lips. I sat down at my dressing table, stared at myself in the mirror. I brushed my hair out, re-applied my eye make-up a little darker and put on some liner. I seemed so misplaced and absorbed as I tried to prove to myself that I might still be pretty ... perhaps even sexy.

I pulled my hair back in a pony-tail and tied it with a white scrunchie. This was the way I used to wear my hair a long time ago. I moved in close to the mirror and kissed the air and licked my red lips again.

My son was right. This lipstick did make you look more like one of those women in those magazines. Kinda slutty. Way too red.{Unless you were Jane Russell or Marilyn Monroe and it was 1958}

I got a funny feeling in my stomach when I realized that this was the very lipstick that Joey asked his girlfriend to put on to suck his dick.

Then ... I couldn’t help it ... after seeing Joey’s straining cock and after him asking me about the hand job and all ... I looked in the mirror and wondered what it would feel like to have a thick cock sliding past those red lips into my mouth. I pictured what it would look like, even opened my mouth in anticipation.

I thought about all the times I had done that very thing to Joey’s father; with this very lipstick on. It used to drive him wild. He would almost beg me to put it on and blow him. I missed that. I guess Joey was like his Dad. The thought somewhat comforted me in one way and pissed me off in another.

His father had been gone for more than two years. A pretty young dance instructor. But that was a different lifetime.

“I guess that you could still be sexy enough to excite some 15 or 16 year old boy; to make him want to think about doing stuff with you.” I whispered to my reflection. “A M.I.L.F...” I whispered. The thought made me feel kind of ... sexy. I really didn’t mind the thought of some 15 or 16 or 30 year old for that matter, fantasizing about me. What harm could it do? “But it shouldn’t be Joey!” I whispered out loud. “Not my own son.” I said coming out of my little fantasy world.