Jim Elders had been away at college for almost two years. The last time he had been home, he had buried his father, Jeff. That had been a year ago. He and his mother, Monica had talked on the phone since then, almost every week, but this was still his first visit back since his father's death.

He had felt a little guilty about leaving his mother alone. But she had wanted it that way. She had sounded fine for a while, but recently, the tone of despondency in her voice had grown more and more obvious. Hoping that he could do something to cheer her up and bring her out of her depression he had decided to visit her for Thanksgiving.

Jim had arrived early on a Friday night. His mother had greeted him at the door with a drink in her hand. It was obvious that she had been drinking, but was only slightly tipsy. His mother had always dressed well. In fact, Jim could never recall seeing her without every hair in place and flawlessly attired, whatever the occasion. Now, while she was still dressed nicely, there were several telltales little signs of disarray that only he would notice. The loose strand of hair, the unbuttoned button on her wrist, and the faint smudge of mascara below an eye were but a few of the inconsistencies he noticed.

He brushed it off by thinking maybe she was just nervous about seeing him. Maybe she had had a few too many drinks. Ignoring it for the moment, he gave her a big hug. She was happy to see him and they spent the rest of the night and into the wee hours of the morning talking.

As the night had worn on, he began to sense that his mother was more depressed than he had first believed. Again, giving her the benefit of the doubt, he blamed it on the alcohol.

But with his youthful optimism, he knew he would be able to snap her out of it. At least, he would get her out of the house. Although he didn't know the extent of her depression, he was positive that he could bring her out of it.

Finally, around four in the morning, his mother had started nodding off. Jim used this as an excuse and suggested that they go to bed.

Jim was emotionally drained and physically exhausted. Stripping his clothes off, he flopped down on the bed and pulled up the covers. Sleep came over him the moment his head touched the pillow.

Jim woke the next morning to find sunlight streaming into his room. Wearily, he looked at his watch and saw that it was ten-thirty. At least it wasn't too late, he thought. Sitting up, he yawned and stretched for several minutes before he had enough energy to roll out of bed. Standing, he looked down at his cock and saw that it was thick and bloated. It hung down limply and heavy, arrogantly demanding attention. It had been so long since he had any pussy, he probably had forgotten how to use it, he laughed to himself. He was as horny as a goat.

Stumbling across the room toward his bathroom, he decided he had better shower and shave. After all, he didn't want his mother to think that he had become more of a slob while he was away at college.

Stopping in front of the mirror, he couldn't help admiring his thick, heavy cock as it dangled down between his legs. It was so sensitive, all he had to do was look at it and it started getting hard. He couldn't resist the urge to give it a few quick whacks. Taking hold of it, he gave it a few brief strokes and watched it rapidly swell and fill with blood. He was in desperate need of some pussy. Maybe, he could look up one of his old girlfriends tonight. Or beat his meat tonight. Even the thought of jacking off was exciting to him in his present state of mind.

Testerone, the devils own invention was a evilly powerful hormone. But as much as he needed to release the impatience growing inside his swollen balls, he wanted all of his wits about him today. He would need them to deal with his mother's problem and masturbating would make him sluggish. Well, it was the least he could do for her, he thought as he let go of his rock hard cock.

Stepping into the shower, he leisurely showered. He paid still more attention to his aching cock, bringing it to the edge of eruption several more times, before he gave it one last whack and stepped out of the shower.

His cock now stood out in front of him, twitching up and down painfully with each heart beat. Smiling with pride at his cock's nine inch length, he watched it slashing back and forth in front of him like a rapier in a sword fight as he walked across the room.

Drying off, he bent down and dug through his suitcase until he found his sweats. Slipping them on, he pulled them up over his still erect penis.

Stopping in front of the mirror, he gave his hair a quick brush. Looking down, he saw the obvious bulge in his pants. Hoping that it would subside or that his mother wouldn't notice it, he headed downstairs to see if she was up yet.

Strangely, he didn't smell bacon in the air as he had expected. He knew that his mother always had two slices of bacon with her bowl of cereal for breakfast every morning. Maybe she had changed her diet since Jeff had died of a heart attack, he thought glancing into the kitchen anyway. She wasn't in the kitchen, but he heard music coming from the back of the house. Humming to himself, he strolled back toward the sun room.

At the door, he was stopped in his tracks by the view that greeted him.

HIS MOTHER WAS STANDING IN FRONT OF THE OUTSIDE PATIO DOOR NAKED.

His heart lurched and his mouth filled with cotton as he stood in the doorway spellbound. He couldn't believe she would ever do such a thing. What had come over her? Had she completely gone off the deep end? What was she doing? Still, she just stood there with her back to him, staring out into the back yard.

Then, slowly, as his eyes became used to the glare filling the room, he saw that she was wearing a sheer pink nightgown. The sun streaming through the door was so bright, it had initially blotted out the transparent gown leaving only the silhouette of her body visible to him. But as his eyes grew more used to the bright light, it was easy to see how he had been fooled into thinking she was naked. The gown was negligently sheer. Now, with his eyes fully adapted to the brightness streaming through the door behind her, he could make out every sweep and curve of her shapely body under the sheer nightgown.

She appeared unaware that he had entered the room as she continued to look out into the back yard. Had she forgotten that he was at home? Or was she so depressed she didn't care what she wore?

Standing in the doorway, enthralled by her beauty, he waited for her to notice him. He had never really paid much attention to his mother's figure before. He had always just thought of her as pretty. But now, now he couldn't help noticing how voluptuous her body was underneath the translucence of the gown.

Suddenly, he felt his penis stiffen in response to the stimuli pouring into his brain from his eyes. But even as his manhood responded, his conscience reprimanded him. Damn, Jim, this is your mother you are salivating over. Get a hold of it, man. Despite his guilt, he couldn't take his eyes off her.

Then he became aware of the details of her body underneath the thin gown. As his eyes swept down her curving back, he saw that he could make out the crack of her perfectly formed ass. Then another revelation dawned on him.

SHE WASN'T WEARING ANY PANTIES UNDER THE GOWN!

She was naked under the gown. His disobedient cock lurched again inside his pants. His mind reeled in the pleasant delirium of the tingling thrill that was coursing through his cock as his eyes drank in the sight of his mother's insufficiently clad body. Still as stimulating as the scene was, he felt another stab of guilt.

His mother aroused him sexually. This was an unexplored emotion for him. The only other time that even came close had happened long ago in his childhood.

He remembered it well. Inquisitive as all boys are, he had sneaked into his father's den and found one of his father's girlie magazines. Sneaking it back to his room, he just about wore it out before he began to wonder what his mother would look like naked. Finally, one day he worked up enough courage to sneak a peek of his mother while she was showering. He had sneaked up and bent down just in time to get a brief flash of one of her big, beautiful breasts. But alas, his timing couldn't have been worse, because only a moment after he arrived, his mother started for the door. As she strode toward him, he panicked and flew back to his room, making it just as she stepped out into the hall. It had scared him so badly, he had given up trying to see her naked and contented himself with his father's magazines from that time forward. And now this. He had never considered his mother in a sexual context since that day... She had always been, well, just Mom. She had always been there when he needed her. Now here he was leering at her nude, well almost nude body.

He was glad that she didn't know he was watching her. He was even more thankful that she couldn't read his mind.

Still, she continued to look out across the yard, unaware or ignoring his presence.

Jim's mind was churning madly as a strange, sick feeling came over him. Even though, he couldn't bring himself to acknowledge it, he sensed a deep, dark desire lurking just below the surface of his conscious thought. And it was struggling to free itself and burst forth.

Then, with a rush of adrenaline, it washed over him. What would his mother look like really naked? Feeling his impatient cock lurch once again, he feebly fought the hellish impulse to find out, but it was as if his mind had been taken over by some demonic spirit. He shouldn't be thinking such thoughts, but he couldn't stop himself. The battle between right and wrong raged on inside his brain until at last evil won.

Smiling nervously to cover his real feelings, Jim quietly crept across the floor toward his mother. The closer he got to her, the more delectable her body became underneath its almost nonexistent covering. Stopping only a few feet from her, he decided to throw caution to the wind.

Hearing him approach, his mother turned her head toward him and smiled weakly.

"Morning, Jim," she said softly.

"Good morning, Mom," Jim responded cheerfully, stepping up behind her and wrapping his arms around her waist, giving her a soft, little hug.

Leaning down, he gave his mother a kiss on the neck.

"Are you okay?" He asked her, basking in the aphrodisiac fragrance of her haunting perfume and regaling in the softness of her body pressed against him.

She didn't answer him.

Wondering why she didn't speak, Jim pulled her to him tighter and leaned down over her shoulder.

"Mom," he whispered softly, "are you okay?"

Suddenly he found himself staring down the front of her low-cut gown. He felt his cock jump uncontrollably as he lovingly stared down at her bra-less 46 year old breasts proudly jutting out against the soft, loose fabric of the gown. He could see that the sun was still working its morning magic as he could clearly see her swollen, erect nipples as clear as day through the sheerness of her pink gown.

Pretending to stare out into the yard, Jim instead stared at the reflection of her figure in the plate glass door. Sweeping his eyes away from her big, beautifully rounded breasts, he moved his gaze down to the obvious triangle of darkness covering the pit of her belly. Suddenly, Jim felt giddy and drunk with desire as he stared at the reflection of her body on the glass.

Finally, she turned her head slightly and smiled at him wanly. Leaning over a little, she kissed him softly on the cheek.

Not wanting to break the spell, Jim stood holding her in his arms with his hands clutched over her stomach. He could feel the smoothness of her belly and the indentation her naval under his hand. Knowing that there was only a very thin layer of gauzy material between his hand and his mother's smooth, naked skin made him light-headed. Slowly, he began pressing his hands against her stomach, reveling in the feel of the satiny material under his fingers. Gently caressing her smooth belly, he let his hand creep lower and lower.

"You seem tired. Are you OK?" Jim asked her, still moving his hand down her stomach ever so slowly.

"What. Oh, I am a little tired. Staying up so late. Thinking about your father again. Took a couple of sleeping pills. Still groggy." She said in chopped, sleepy sentences.

The thought of his father dulled the glow of his excitement for a moment as he stood holding her in his arms.

But within moments, the feel of her soft, warm skin under his hand and the delicate scent of her erotic perfume filled his mind with evil desire once again.

"He's gone now, Mom," he whispered, "you've got to start living for yourself."

"I know," she mumbled, "but it is so hard."

Releasing his hold around her waist, Jim slid his hands up her arms to her shoulders. Running his fingers gently over the tight, tense muscles of her neck, he began to caress them lovingly.

"Oh, that feels good," she murmured as he felt the muscles loosen and begin to respond to his attention.

"I'll tell you what. Why don't you go and lay down on the couch and I'll give you a good back rub. Okay?" He suggested.

"Oh, Yessssss," she sighed.

Stepping back away from her, he watched her slowly trudge toward the couch.

Jim watched her soft, full hips sway seductively from side to side under the thin material of her gown as she made her way over to the couch.

Without the sunlight, her figure was now only a wispy silhouette underneath the soft, pink nightgown.

"Just lay down on your stomach and I'll kneel down on the floor," Jim instructed her.

"Okay," she said.

Slowly crawling up on the couch she paused for a moment, standing on her hands and knees and smiled at him.

From where he stood, he could almost see down the front of her gown. Maddeningly, he could see that her lovely dangling breasts were just out of sight as she slowly melted down onto the couch.

He could stop the depravity now, he thought as he watched her slowly turn her head away from him, facing the back of the couch.

"Is this all right?" She asked.

"Perfect." Jim said admiring the curves and lines of her body under the thin, satiny sheen of her pink gown. Lying on her stomach like she was, every undulation curve of her back, buttocks and long beautiful legs were clearly visible.

Stepping over to the couch, he kneeled down on the floor. His hands were trembling as he slowly began to massage her back and shoulders through the slippery smoothness of her gown. Softly probing her tense muscles with his fingers, he purposefully kneaded them and felt her slowly relax.

He continued to caress her back through the thin material of her nightgown for several moments. Like the time he sneaked a peek at his mother through the keyhole, he was now ablaze with excitement.

Finally, he grew bolder. Slowly, he massaged his way down her back. Pushing and squeezing the muscles into softness, his fingers moved lower and lower. Finally, his fingers were delicately digging into the soft, pliable muscles of the small of her back.

Like a child trying to find out what the limits were, he let his fingers lightly play over the rising roundness of her buttocks.

His heart hammered inside his chest. His penis ached with need. One of them would explode at any moment, he thought. He had never felt anything so diabolically exhilarating in his whole life.

The excitement of such intimate contact with his mother was almost too much to contain. He felt himself growing light-headed from the charge of energy coursing through him. But even as he suffered through the throes of a near fatal seizure of desire, his mother seemed oblivious to his predicament. She hadn't moved.

He had never even dreamed of anything so erotic. Growing braver by the moment, he continued to delicately probe and press her muscles with his fingers. Still, she didn't utter a word of protest or praise. Confidence growing, Jim purposefully eased his hands down onto her buttocks.

Almost afraid to breathe, he waited for any indication that he had overstepped the bounds. Feeling the excitement course through his body, he softly, but firmly kneaded and massaged the pliable softness of her ass. But as daring as he was, he carefully avoided the delicate areas surrounding her two secret places.

He wondered if she might have fallen asleep. Maybe she wasn't even aware of what he was doing. Suddenly she spoke.

Startled, he guiltily jerked his hands away from her when she spoke.

"Feels good," she murmured so softly he could barely understand her.

Surprised, but pleased that she hadn't stopped him, he took her lack of protest as approval, but found himself in another quandary. What next?

If he was going to see her naked, he had to get her out of her gown. But how?

An idea slowly crept into his head. Hoping she wouldn't see through his pretense, he gathered his courage and spoke.