Grandpa was dying. I hadn’t seen him since we moved away seven years ago but my memory was of a strong man who would live forever. He always said if the war couldn’t kill him, nothing could.

It was a long call and by the time she got off the phone Mom was really upset which surprised me because I knew she didn’t get on well with Grandpa even though he liked to say she was his special girl, something that never failed to get under her skin. He always annoyed her when he showed up, usually unannounced. I enjoyed his visits but Dad didn’t and always made himself scarce. I don’t remember us ever visiting Grandpa.

When Mom answered the phone, I knew it was him because she had that grim look on her face whenever he called, the one that set like a rock if she knew he was coming. So I was looking for that face to materialize but it didn’t come. Instead, Mom looked shocked and then angry for a long time and finally, tears welled up in her eyes, though none rolled down her cheeks.

Hardly saying a word, she just listened and nodded or shook her head, mostly shook, looking angrier and more upset by the minute. Finally, she clicked the phone off and put it back on the table, dropping it the last few inches.

“Grandpa is dying,” she said, staring blankly at the fridge, the phone still clattering on the table. “He doesn’t have much time and he wants you and I to come, to hear his will.”

Mom shuffled out of the kitchen.

I was surprised by the near tears because I thought she didn’t care for her father. She seemed to dislike him even more than Dad did though I didn’t understand why. It bothered me.

So we had two one way plane tickets the next day. Mom explained that he said Grandpa wanted me to have his car, a 1959 Chrysler Imperial in immaculate condition, and she didn’t want me to drive home alone.

Mom was still visibly upset. Not sad, or angry, more like dread at facing something that she couldn’t avoid. Of course. Her father was dying and he might even go when we were there.

The flight was great. We went first class. When we arrived there was a limo waiting that took us to a fancy room in an expensive hotel. I was surprised about the plane, the limo and the hotel but Mom wasn’t.

“It’s your grandfather’s way,” she said. “He can afford it.”

She sounded bitter, and though I was curious about her comment, I left it at that. Grandpa was well off? I had never heard my parents say anything about that but I remembered that after his visits there were usually new things around the house: stove, fridge, a car once, our holiday trailer, and once we moved into a bigger house only weeks after he had stayed the whole time my Dad had gone on a fishing trip.

The room was something else, a very large and plush suite. I ran into Mom’s back when she stopped in the bedroom doorway. Her only comment when I said I was sorry was, “What the hell is he up to?”

There was only one bed though it was huge. I guess that’s what Mom was commenting about but I didn’t see what it had to do with Grandpa. How would he know what kind of bed was in the room? Maybe these rooms only came with one huge bed.

“Don’t worry Mom,” I said, “I’ll sleep on that big, puffy leather couch. I don’t mind.”

Mom looked distracted. She walked up to the bed, rolling her suitcase behind her, and sat down on the edge, bouncing on the mattress. “No, we’ll both sleep here,” she said quietly.

We had dinner in the fancy restaurant at the hotel. Mom dressed up in a really nice dress and matching shawl I had never seen before. I was surprised because it was the kind of thing you wear when you’re with your husband on a romantic evening rather than with your son the night before visiting your dying father. I guess that’s why she’d made me bring my sports jacket and dress slacks. I thought it was in case we ended up going to Grandpa’s funeral.

Mom was subdued through dinner and surprised me when she insisted on staying longer for dessert and a fancy coffee but maybe she couldn’t pass it up because everything was on the house. Anyway, since she spent a lot of time looking down at her plate, I was able to scrutinize her closely.

At first, I was just trying to ‘see’ what was bugging her and part of that was looking at the dress she was wearing which seemed so completely at odds with our situation. It was a very striking dress. Black, elegant, yet sexy. That jolted in my mind. Sexy.

There was no question about it that Mom looked stunning in that dress, especially when she removed the shawl after we sat down. Her arms were bare and the dress spread out from her shoulders to hang loosely over her breasts to join again below just above her navel, leaving the center of her chest wide open. I wondered if it was as daring in the back and imagined it probably was. The matching black felt collar with three embedded diamonds that graced her neck completed the aristocratically erotic gown.

Sensations ran through me that I shouldn’t feel, not when looking at my mom, but I couldn’t help it so I convinced myself I was just trying to understand why several of the nearby men kept discreetly glancing her way, though not so successfully that I didn’t see a frown or two cross a partner’s face. But even when the feelings grew strong enough to swell my favorite toy, the word ‘Mom’ popped into my mind. That should have killed my growing erection but it didn’t. ‘Why is she wearing that?’ I thought, as if it was her fault I couldn’t ignore the intriguing movements beneath her dress, or stop the equal reaction under my pants.

But my anger subsided as I continued to enjoy the visual sensations spreading through me on their tingly way down to my balls. When the check came, Mom directed the waiter to me with a nod of her head.

“Just sign it to our room,” she said in response to my awkward reaction after the waiter left. When I finished signing, she said, “Can you get my chair?”

I jumped to my feet and whipped around to pull Mom’s chair out. When she stood, she handed me her shawl, whispering that I should hold it out for her. I wrapped it around her shoulders when she turned her back into it.

The gown was cut low, low on her back. I walked closely behind Mom as we left the restaurant, not wanting anyone looking to see the bulge in my pants. Every man in the place turned to look at Mom as we left. It was a funny feeling. Though I was her son, I was proud to be the man that was leaving with this elegant, sexy woman. Even the desk staff watched her as we walked across the lobby to the elevators. Wow.

Inside the elevator, Mom waited until I punched the button, stepped close, and kissed me on my cheek. “Thank you for a lovely dinner, Nick.”

It was strange behavior from my Mom, but I liked it, her treating me like a man instead of a boy. Mom stepped out ahead of me when the elevator opened on our floor, casually slipping the shawl off her shoulder and draping it over her arm as she walked ahead of me to our room. She didn’t glance back, allowing my eyes roam over bare back, her legs, and yes, her bottom. I wished our room was a lot farther away as she sashayed down the hall, hips swaying and cheeks unable to hide their presence. At the door, without glancing back, she waited for me to catch up and slide the card through the slot.

In the room, Mom walked straight to the bedroom, and I followed. She dropped her small purse onto the table beside the bed and the shawl on the bed. She kept her back to me but turned her head to the side, facing the bed, and raised her hand, placing her index finger between her lips.

“I think it would be better if you did sleep on the couch tonight. Do you mind?”

“No no,” I cried, overstressing that the couch was fine with me, trying to hide my disappointment lest it give away my illicit excitement, then kicking myself for suggesting the couch in the first place and simultaneously castigating my filthy mind for watching her bum as she entered the bedroom, imagining my rod pressed between its soft cheeks.

I grabbed my bag and took it out to the main room. The door closed softly behind me, and I didn’t see Mom until the morning.

Mom was fully dressed in her usual blouse and slacks when she woke me.

“I’ve ordered breakfast in the room,” she said. “It should be here any minute. You should get dressed.”

I tossed the blanket aside and sprang up, forgetting I was dressed in only my boxer shorts. Mom smiled at me and kind of laughed, before turning away. On the way to the bathroom I realized that I had forgotten my pants. Looking down, I was devastated to see I was sporting a big piss hardon that had slipped through the slot in my shorts. I was too traumatized to go back for them.

Mom knocked on the door a minute later. “You forgot these,” she said, opening the door a crack and handing my pants inside.

She was quiet over breakfast and remained so in the taxi to the private hospital where Grandpa was. Her gait slowed as we neared his room, almost to a standstill. I had to gently prod her back to move her to the door and then open it.

“There she is. There’s my girl,” a dim remnant of Grandpa’s normally booming voice greeted us. “And Nick. I’m glad you came, son.” Grandpa’s hand grasped mine feebly. “Come closer, girl. Come now,” he added when she didn’t move, “you know its the last time.”

Mom reluctantly stepped toward the bed but shied away when Grandpa dropped my hand to take hers. Reluctantly, she allowed him to hold her hand.

“You didn’t wear what I asked,” Grandpa said. A strange comment, I thought. Had he wanted her to wear something special, one of his gifts, perhaps?

“No.” Mom’s response was quiet, almost defiant.

“Well, then let’s get right to it, shall we? Let’s talk about the will. We both know it’s the only reason you came.” Grandpa paused, almost as if he wanted that to sink in. “I’m very sick, Gwen. I only have days left. You know I don’t bullshit.”

It looked like Mom was trying to pull her hand away but Grandpa held on, despite his feeble appearance.

“I’m going to give it to you, Gwen. All of it, but there are restrictions.”

“More rules?” Mom almost spat those words out.

“Of course. You can’t get away from them, Gwen. You’d think you’d know that by now.” Grandpa laughed, a harsh laugh like you’d expect from the villain in a cartoon.

I didn’t like this. This wasn’t the Grandpa I knew.

“Did you have a nice dinner, Nick?” he turned his gaze to me.

I nodded.

“Food was good?”

I nodded again.

“Company good?”

I nodded again, looking confused and uncomfortable.

“Ah yes,” Grandpa said, “like a fine wine. The best.” He paused, looking at me intently. “She wore it for you, didn’t she?” Grandpa looked at Mom and then back at me. “She did. Ahhh, I wish I could have seen that. Your mother is quite something. I envy you, but then, you should have seen her when she was young.”

I really didn’t like this exchange. I looked at Mom but she was expressionless, standing there as if she was waiting for something.

“I’m going to give her to you Nick,” Grandpa said, a strange glint in his eye. “It’s the best present you’ll ever get.”

Mom looked shocked, her eyes wide, mouth open.

“She’s the best car I’ve ever owned and I want you to have it to remember me by.”

Grandpa’s cackling laugh was interrupted by a fit of coughing and Mom’s mouth closed into that grim face that so often coincided with Grandpa’s visits.

“The keys are there, on the table. Give them to the concierge at the hotel and they’ll get it for you.” Grandpa held his hand out. “Now, wait downstairs. I want to talk to your mother about the will.”

I shook Grandpa’s hand, emotion bringing tears to my eyes. I felt strange, backing away to the door, sensing no reciprocal emotion in Grandpa. Mom was looking down at the floor, and I sensed that they were both waiting for me to go, that there was unfinished business for them to address.

I left, walking downstairs, feeling empty.

“A fine boy. You’ve done a fine job, Gwen.”

“What would you know about being a parent?” my voice was sodden with contempt.

“You should know better than to expect remorse from me,” my father said, “and you haven’t been so innocent yourself.”

I didn’t answer. I waited, glaring, holding his eyes until he finally spoke.

“I’ve signed papers this afternoon.” His eyes penetrated mine before he continued. “All the money will go to Nick, not a cent to you or that dickhead you live with.”

He paused for emphasis, again. ‘Spare me your drama,’ I thought. “Just get on with it,” I said.

“The money will be delivered in installments once a day until its gone.”

I could feel the dread spreading through me. Here it comes.

“I’ll only release the money if I see something that interests me that day. If not, then that installment will go to your ex-husband.”

He stopped, his words ringing in my ears, seeming to echo off the walls. He was watching me intently again, waiting. I could feel myself wobbling on my feet.

“What disgusting game have you dreamed up this time?” I asked.

“I only know the endgame, you’re in charge of the details.” His lips twisted into that crooked sneer I remembered so well.

“You’ll stay until I die or the money’s gone. Each morning you’ll get a draft in Nick’s name, or a message about your failure to amuse me, or my attorney’s condolences on my passing. Nick’s future depends on my eagerness to live to see the next day, and that depends on you.” My so-called father laughed, a filthy sound that seven years hadn’t managed to wipe from my memory.

“It’s your choice, Gwen. You either play or you don’t. Choose now. Do it or go.”

The tension was so high. He waited, like he used to when he wanted an answer from me. It was almost unbearable but I moved toward him. ‘For my son,’ I thought, until I stood beside his bed. My hand moved to his chest and slowly dragged the covers over his stomach and beyond until they were at his bony knees, his skinny legs and wrinkly skin belying the strength of will he evidently still possessed.

Jerkily, my hand moved back the way it had come and stopped at his hip, a lifetime of hate making it hard for me to control its path. I raised my other hand, which had been hanging limply at my side, and laid it on his stomach, bunching his hospital gown inside my fist, dragging up his decrepit body. He was naked underneath. Sparse and scraggly white hair covered his groin and his ninety year old balls. It was quite a shock to see he could still manage a half erection, wrapped in liver spotted, grayish skin but not as big a shock to see my other hand slide over, as if it didn’t belong to me, and grasp it. I began to work it in my hand, squeezing and releasing. Dad smiled as he hardened in my hand.

“That’s it,” he whispered.

I kept squeezing and releasing and when his old cock stiffened to full length, I began to move up and down, jacking him, twisting my fingers around his shaft.

The old practiced familiarity returned as I worked. My hand seemed to know just how to touch, when and where to squeeze, how hard to flick my thumb across the head at the top of a stroke. I lost track of time.

“All the way, Gwen. All or nothing. Do it. Do it.”

I leaned forward and dropped my head, taking the old bastard’s disgusting stick into my mouth.

“That’s it,” he cried, “that’s it. All the way. All the way.”

My head began bobbing up and down, faster and faster, keeping pace with his hoarse breathing. I paused at the top, hovering over his tip, tongue swirling around, his shaft below glistening with my saliva. Then I dropped quickly down until my lips hit his belly, engulfing his whole cock in my mouth. Old, filthy memories flashed in my mind, memories of sucking cock. His cock. My father’s.

He was pushing his hips up now, trying to shove it into my face. It must have been all his frail old body could muster. I took it all, every thrust, kept working on him, building, pulling him along, completely focused. I’ll win in the end, you bastard.

“Seven years,” he gasped, “seven years!”

His body stiffened, lifting his hips as far off the bed as he could, his legs twitching as if he was having a fit. He was coming, filling my mouth with the bitter taste of his filthy old spunk, of my life. I took it all, like I always had, though it wasn’t so much anymore.

I straightened up and backed away as he collapsed on the bed, not stopping until I felt the wall press against me. He flashed that gloating, satisfied look I remembered so well before turning to pull an envelope from the drawer in the table beside his bed.

“Here’s cash if you need anything while you’re here. Don’t blow it all. Nick won’t get any more unless you earn it, inside the hotel. If I can’t see it, it’s a waste.”

I took the envelope from his scrawny hand.

“It won’t be hard, Gwen. You already figured out that I’d give the money to Nick, didn’t you? That’s why you wore the dress,” he sneered. “You don’t have to stare at me if you want to see a piece of work, just look in the mirror.”

I backed up to the door.

“If you’d come with me seven years ago you could have had it all. Now you have to make up for that.”

I left, his laughter following me, almost throwing up as I stumbled down the hall. He always knew how to control me, and he’d always told me it was because I was just like him. But I’d worn the dress last night instead of today to spite him, not for Nick. I was sure I hadn’t worn it for Nick.

In the elevator, I tore the envelope open — $50,000 in cash tumbled to the floor.

The ride back to the hotel was glum. Mom walked like a zombie up to the room. I sat down on the couch and turned the TV on. When I looked around to see what Mom was doing, she was still standing just inside the door. I jumped up and went to her.

“Mom, what’s the matter?” I asked, my voice gentle but worried. When she didn’t answer, I took her hand in mine and placed my palm flat on the small of her back, guiding her toward the bedroom. In the doorway, she stopped.

“I’m just tired, Nick. I think I’ll lay down for awhile but don’t let me sleep all night, I’d like to go out for dinner again.” Her lips turned up in a slight smile as she raised her hand to my face and kissed me lightly on the cheek before walking slowly into the bedroom, turning to close the door but leaving it ajar a couple of inches.

She’d had a tough day. I wondered what had happened after I’d gone. They must have talked about things that happened in the past, about whatever made Mom so mad at him all these years. I guess it hadn’t gone so well, just revived old memories.

I wanted to go down to check out the car but didn’t want to leave Mom alone, so I ordered up a movie and watched it, one of the adult selections. Mom was still not up when it finished, so I walked quietly to the door to listen. I couldn’t hear anything.

“Mom,” I whispered, then again when there was no answer. I pushed the door open another foot and stepped stealthily inside, being careful not to startle her if she was still sleeping. I stopped dead in my tracks.

Mom’s pumps were on the floor in front of me, about three feet apart where she’d kicked them off her feet. Ahead of them lay her black slacks in a pile at the foot of the bed. And there, on the bed, her head buried under a pillow pulled over her head, lay Mom. She was on top of the covers though it looked like she’d made a half-hearted attempt to pull them down and quit, satisfied with just unearthing the pillows.

Her shoulder emerged from under those pillows, covered by her white shirt which extended down to her hips and up over her buttocks, ending in the flap that rested lightly over her bottom with just a hint of her panties peeking out underneath between the narrow slot of her legs.

I was about to whisper her name again, but stopped. I wondered if I’d actually spoken because she moved just as the thought surged in my mind, her right knee sliding up along the mattress, opening her legs and pulling the flap of her shirt higher to reveal more of her panties, a garden of pink dots sprinkled over two gentle, white hills.

My feet were rooted to the carpet. I could see the pink polka dots falling down like a waterfall between her legs, covering terrain whose unevenness somehow fascinated me, stirring a reaction in a similar area of my own body. I had to struggle to breathe, somehow finding it difficult, worrying that the long and sharp inhalation would wake her.

I stood rock still for several minutes, eyes running up and down her bare legs but spending most of their time on her panties, or more accurately, on what I knew to lie underneath. I thought I could discern the outline of her pussy, or at least the start of it. I didn’t realize that my cock had swelled until her hips moved, just the slightest rise, probably no more than half an inch. But it changed the lay of the land that was the focus of my attention and my dick suddenly strained against my pants as it tried to straighten itself.

Less than a minute later, Mom’s hips moved again, the same way. I waited, holding my breath, staring. There! She did it again, sooner this time. My eyes were riveted on the part of her panties stretching between her legs, positive that I could see the outline of her secret place in that super brief second when her hips were lifted.

I could, I could. Her hips were lifting about every fifteen seconds now, and getting more frequent. She must be dreaming. My boner was killing me, threatening to snap. I risked missing something, diverting some of my attention to reaching inside my pants to pull it straight. By the time I pulled the head up, Mom was moving almost steadily, a micro lift up, a pause, and then the drop down to the mattress.

Seconds later, she was in constant motion but I don’t know how many rises and falls went by before I noticed that something new had been achieved, the four movement symphony. The rise, pause, drop and, push down into the mattress. As I watched, the push slowly became the segment with the longest duration.

I nearly fell back on my ass when Mom’s right leg suddenly straightened almost back to its original position. Her left leg moved out to compensate but didn’t bend. Both legs were now straight but open, describing about a forty degree angle. Her feet were flat to the mattress, heels inside and toes pointing out. Tracing her legs back to her scrunching bottom, I was thrilled to see it rising a couple of inches from the bed and digging in farther, her hips making a tiny twisting grind before rising almost immediately again.

She must be dreaming, about fucking. God this was so hot. My hand was rubbing my pants, concentrating on the part where head was. Look at her ass, moving up and down, christ. I could almost feel it, feel my cock pushing against it, feel it rising up to meet me. Christ! I could hear her breathing, fast, like tiny gasps.

I came. Jesus. I was spurting up inside my shirt, making a mess all over my stomach. My hips finally stopped jerking against my hand. She was still moving and breathing even faster. God. What if she woke up? If she turned, I’d be caught.

I forced myself to back up, step by step, loathe to leave. Finally, I slipped through the door and carefully pulled it back to its original position. I ran to get clean boxers and pants from my bag and then to the bathroom for a shower.

I was back pretending to watch the TV when Mom wandered groggily into the room, rubbing sleep from her eyes and then trying to straighten her disheveled chestnut hair, flipping it away from her face to fall on her shoulders.

“Nick, you should have woke me up,” she complained.

“You needed to rest, Mom,” I kept looking at the TV, afraid if I she saw my eyes she’d know that I had violated her privacy, invaded her body with my dirty mind. Waves of guilt flooded through me.

“Thanks, sweetheart.”

Mom was standing behind me. She leaned down and kissed me, her soft hair falling over my head, her slightly damp lips grazing past my ear before landing on my cheek.

“Hungry?” she whispered, still leaning over.

A huge picture of her turbulent polka dotted panties zoomed in to fill my vision. The way she’d whispered that word.

“Yeah,” I finally forced out.

“Me too. I’ll have a quick shower and then we can get some dinner.”

She straightened and tousled my hair. I turned to watch her walk back to her room. My god, she’d come in the way she was. I stared as she walked slowly away, dressed only in her shirt, her beautiful legs stretching down to the floor, muscles tensing with each step as if it required effort to move her forward. She paused before entering the bedroom, but thankfully, she didn’t look back.

When Mom stepped back into the room, she was casually dressed in a black leather coat and tight jeans topped by a white blouse, the kind that fits a woman’s body tightly leaving the top and inside of her breasts available for admiring glances. She chuckled when she saw me standing there in my sports jacket, ready for another visit to the fancy restaurant downstairs.

“Let’s go somewhere more fun tonight,” she said, walking over to me. “Go put some jeans on.”

Mom asked for directions downstairs which she passed on to the cab driver, who took us to an area of town swirling with young people entering and exiting, and lining up at restaurants, pubs and clubs. We found one and had a great dinner. I didn’t ask Mom about her talk with Grandpa and she didn’t bring it up. In fact, she seemed intent on having a good time. It wasn’t like being with my mother at all.

She wanted to walk after dinner and insisted on lining up at a club on the recommendation of a couple of girls she exchanged a few words with as we passed by. When we got in, they asked us to join them. We had several drinks and I was feeling pretty good, what with the two beers I’d had at dinner. Good enough to dance. The two girls kept taking turns hauling me up and then insisted that Mom take me out for a spin.

It was like I was with three young women. The girls were asked lots and danced most of the time but refused invitations to join other tables or to allow anyone to join us. Mom was asked and danced a couple of times too. She laughed about that, telling the girls these guys must be drunk or desperate, or both.

“Are you kidding?” Leila said, I think that was her name, “You’re hot.”

Mom laughed again when Lianne agreed, casting her eyes toward me in an approving and congratulatory nod but she turned her gaze back to Mom and I noticed her eyes move appreciatively over her body, the leather jacket had long been tossed on the booth bench. I had the feeling these girls played on more than one team.

Mom leaned against me a few minutes later, her warm thigh sending tingles up my leg. “Wouldn’t you like to keep partying with these girls?” she asked, nodding her eyes at their charms. “You can, you know. I don’t mind sleeping on the couch if you want to ask them up. They’re exciting young women.”

Whoa. Did I hear right? Mom was offering to let me bring these two ‘home’, and stay out of the way if I wanted to do them? In my drunken haze, I declined, saying that I was already with an exciting woman. But Mom didn’t seem to think it an odd thing to say. She just grinned, seemingly quite pleased by my response.

Lianne chirped in, I guess she had awesome hearing, “A little spice might be nice,” she said, her eyes engaging Mom’s. “A sprinkle of blonde and a dash of red with the regular mix,” she made reference to her and Leila’s hair color.”

Clearly, Lianne hadn’t clued in to our real relationship, thinking that Mom was in a relationship with a very young man and was offering to let him play with some women his own age.

Mom looked suddenly wary. “No,” she replied, “I think we’ll spend tonight together.”

“Maybe another time, later this week, if you’re still in town?” Leila joined the conversation.

“Sure,” Mom said.

We stayed for another hour. Leila and Lianne were quite tuned up by then but not so far that Lianne didn’t forget to give Mom a card with her number on it. We caught a cab back to the hotel.

Mom seemed tipsier outside than she was in the club. Perhaps because of the fresh air. I know that happened to me once in a while. She seemed to sober up in the cab and was fine entering the hotel but deteriorated in the elevator, leaning against me as we walked to our room. I didn’t mind. After our time at the club it seemed natural to slip my arm around her waist, my hand holding her just below her breasts.

“Should we watch a movie,” I asked her, not wanting the evening to end.

“No, I think I’d just fall asleep in your arms,” Mom declined.

I couldn’t see any problem with that. What was that? She assumed that if we watched a movie, she’d lay in my arms?

“Why don’t you run a nice hot bath for me instead? I’d really appreciate that.”

“Sure, Mom.”

I walked her to the bedroom, my arm still wrapped around her waist, turned her around and sat her down on the end of the bed and then quickly ran into the bathroom to start the tub. Running back, I found her still sitting there, fully dressed.