During my last summer of school it slowly dawned on me that my Mom was actually a member of the sex I was particularly interested in, a real and deceptively sexy woman that I wanted to know in more ways than as just her 18 year old son.

Not being sports-minded, I didn’t have many friends so I hung out with my Mom a lot. I guess you could say I was a bit of a momma’s boy. And so I spent many days at the beach taking in the sun with my Mom. She didn’t particularly like the beach, I think she just needed an excuse to enjoy laying in the hot sun. Mom was one of those lesser endowed women whose delicious bodies are a surprise when unveiled. She often complained about the sand and the men, young and old, who kept checking her out, even though her son was right beside her. Some openly leered or made comments while walking by, while others sat nearby with their families, covertly glancing her way, sometimes laying facing away from their own wives while staring out under their arms at her supple figure.

I have to admit that I too spent considerable time gazing a my Mom’s tanned, sculptured legs. It wasn’t hard to look at my Mom. She was pretty and slender, just over 5’ tall, with brown wavy hair that hung to the middle of her shoulder blades, perky little tits, a narrow waist and an enticing, pear-shaped ass with a slight sag to her cheeks that seemed to make it even more inviting. But when she noticed me looking at her, she seemed comforted by my attention rather than suspicious of my thoughts.

As the summer wore on, she tired of the beach and convinced me that we should tan in the privacy of our own back yard. “It’s so much nicer,” she argued, “No sand, and we can get cool drinks or a snack whenever we want, and I can wear my best suit for tanning without worrying about the local macho types.” Now there was a convincing argument if I’d ever heard one! “But you don’t have to Tim. I know you’d miss the girls, not that you’d gawk at them like some of those jerks. But, I really do enjoy it better when you’re with me.”

“Don’t worry, Mom. I don’t like the beach either. I’d much rather hang around with you.” It sounded like I was sucking up to her but I was trying to cover up my abiding interest in her. She was far more interesting than any girl on that beach. Nevertheless, she thought I was giving up the beach and teenage girls just to be with her: her loving son was making a big sacrifice to please her for the rest of the summer, probably his last at home. Although I didn’t know it then, this mistaken sense of altruism would yield great dividends for me.

And so we tanned in the comfort of our back yard throughout August. Every day I was painfully aware of each twitch of her body and the play of light and shadow over every curve, painful because it caused my boner to constantly dig into the grass. I started to lay slightly behind her where I was out of sight should she suddenly turn her head my way. Here, I could stare at her ass and crotch when she spread her legs to the sun, unaware of the deviant thoughts swirling around behind her. I childishly tried to excite her by transmitting my thoughts to her. I concentrated mightily, and thought myself successful every time she adjusted her posture, sure it was in reaction to my mental thrusts into her mind.

As the summer wore on, and her tan deepened, she started using moisturizing lotions and asked me to apply the lotion more deeply than the sunscreen she had been using. As she lay under me, with both of us enjoying the sensation of my rubbing hands adoring her flesh, I was frequently rewarded with appreciative sounds and pleased twitches. I often wondered if she was purposely compensating her dutiful son for the sacrifice of missed viewing opportunities at the beach. When she first asked, I had been reluctant to apply the lotion, afraid my touch would somehow divulge my lewd thoughts, but my eagerness to touch her overcame this irrational fear.

Long after an adequate massage would have been completed, by any standard, she allowed, even encouraged, me to continue, directing me to missed spots or areas that required more lotion or deeper, more dedicated application. I complied diligently, working her over and over until she told me to stop.

By the end of the summer, I was deep massaging her for a very long time. I worked my fingers into every crevice, every nook and cranny outside her increasingly skimpier swimsuits. She would undo her top and I would work the sides of her little breasts, pressing in almost to her nipples. I always pushed in and ruffled my fingers up and down until she warned me off with a simple, “Timmy”.

Then I would slip my fingers down along the sides of her tummy, under her hip bone, and follow the hollow of her pelvis toward the top of her thighs. I’d try to slide toward her pussy but she never let me get all the way there. She’d always admonish me with a somewhat harsher, “Timmy”, and then I would push in and out to that spot until she reproached me again. If I didn’t try to pass the boundary she had set that day with her ‘Timmy’ admonition, she would often let me caress her there for some time, and even reward me with little catches of her breath and soft, pleased whimpers. I think she allowed me this game in trade for being her personal masseur and the supposed lost “opportunities” at the beach.

Indeed, if I was really helpful around the house and with the gardening, I was rewarded with extra time for tanning, and was allowed longer incursions before the ‘Timmy’ warning sounded. By the end of the summer, I was spending an hour at a time, sometimes twice a day, working lotion all over her body. And I was stroking my fingers along the hollow of her pelvis almost to her pussy itself, lifting up on her hips as I drew outward trying to pull her pussy lips apart to cause an excitatory friction against her swimsuit. After each session, she would go up to her room to rest, closing the door behind her. I would go to my room and jack off, reliving all the parts where I was near her tits, ass and pussy, replaying each little sigh, grunt or moan I managed to evict from her lips. I dreaded the end of summer, but end it did.

In the fall, as usual, I had to bear my Dad’s constant urging to join a soccer team, just like I had to listen over and over about the merits of baseball in the spring. My dad thought I was a real momma’s boy and it bothered him that I wasn’t more of a jock like he was at my age. Christ, I would far rather hang around with Mom, feeling her up, than run around a field with a bunch of guys spitting and acting tough. To me it was a no brainer.

One night in late October, I overheard my parents discussing this issue. My dad was complaining about my wimpy behavior, always playing on the computer, wondering aloud if I was gay. My mother, leaping to my defense, argued that if I was gay, I’d be trying to hang out with other boys. Not so, countered my Dad. He’d be afraid to hang around with real boys.

“Well, I’m very sure he’s not gay,” my Mom said.

“How would you know?” my Dad inquired.

“Girls can tell. If you really want, I’ll find out if he’s interested in girls.”

“Well for God’s sake, don’t go asking around. I don’t want the whole neighborhood to know,” he said.

In response, my Mother turned up the volume on the TV, something she often did when she didn’t want to listen to him anymore. I couldn’t hear any more so I snuck back to bed.

That Sunday was Dad’s golf day and Mom changed the breakfast conversation as he rushed out the door. She went on about how a woman’s skin needed exposure to light and nutrients all year round. She said her skin was already starting to lose the great tone it had built up over the summer, thanks to my hard work. She emphasized how much she had appreciated the sacrifice I had made to help her. She then twisted her chair sideways from the table and pulled her loose skirt up, exposing the tops of her gorgeous legs, turning them in and out. She eyed her legs intently, allowing me to freely gaze at her opened thighs. Finally, she looked up, catching me staring, and said, “What do you think, Timmy?”

I blushed furiously. “Ummm, I don’t know, Mom. Your legs look nice.”

“Well, thanks, honey, that’s really very nice of you to say.” She slid forward on her chair and turned to face me even more, “But take a really close look and tell me the truth. Can’t you see what’s wrong?”

“Mom, your legs are fantastic,” I said, at a loss as to where this was going.

“No, they’re not as tight as this summer. You did such a good job on them this summer. But now they’re getting flabby and my skin’s losing its resilience. Feel them, see what I mean.”

She grasped my hands, pulled them toward her and placed them on her thighs just above her knees. She pulled her skirt up even further and, tentatively, I followed its retreat, sliding my hands lightly along the tops of her upper legs.

“No, no. Rub them, like in the summer, sweetheart, with your fingers,” she said. I complied but nervously, not used to her watching me as I touched her. “That’s it, rub them deep,” her voice caught, “like those little scratches you did in the summer,” her voice lowered to a whisper despite the fact that we were alone.

Although nervous, I quickly became excited. I pushed my hands deeper between her legs, running them along inside of her thighs, pressing outward to open her legs more, exposing the front of her panties. I could just make out the crevice in her panties, the secret little valley I had so missed so much this past six weeks with no opportunity to lay behind her on the grass. I rubbed her legs back and forth, slowly working closer to her pussy, waiting for the ‘Timmy’ trigger to snap me away. But it didn’t come, and it didn’t come.

I let my fingers travel right up to the very top of her legs, near her crotch, paused and slid my hands straight up and down several times close to her pussy. I was surprised when she let me do it without complaint, even more so when she put her arms around me and pulled me close. Our heads were side by side, with both of us watching while I rubbed her legs so close to her panties.

She whispered, “What do you think, Timmy? Should we start tanning indoors while Dad’s golfing on Sundays?”

“Tanning?” I croaked, my voice barely operating. I couldn’t think, I just didn’t want this new thing to stop. Unconsciously, I picked up my pace in between her legs in a desperate bid to get as much as I could before she stopped me.

“Slow down, honey.” She grasped my wrists, freezing my hands near the top of her legs, resting against her inner thighs near her panties. I sat there, my hands sensing the heat and softness of her legs, my eyes glued on her panties, cock bursting painfully against my tight jeans and mind filled with growing dread that this magical moment was about to end.

“My legs need Vitamin D. It’s too cold outside to tan in the sun but I can get some vitamin reinforced lotions, and tan inside. But I’ll need you to rub it in deep, like in the summer. Can you do that for me, Timmy?”

Finally, it dawned on my dim mind that the best part of summer was about to light up my winter.

“Oh, sure, Mom. I can do that.”

“That’s lovely, sweetheart. If we go to the drug store right away we can to do a little tanning before Dad gets back.”

She stood and shook her hips to make her skirt fall down. Taking me by the hand, she said, “Come on sweetie, let’s go.” She led me cheerfully away. I and my boner followed, intent on her ass all the way out to the car. I declined the offer to drive and watched her legs as she drove. She had lifted her knees abnormally high while buckling her seatbelt, allowing her skirt to fall very high on her thighs. She talked constantly while she drove but never once looked my way, although I’m sure she was aware of the visual treat she was offering me.

In the store, I just wanted to grab the stuff and get home but Mom kept picking different tubes and bottles up and reading the blurbs on the backs. It was frustrating. But then she motioned me closer to read them too, and stood very close to me while doing so. She read parts out in a husky whisper, as if we were sharing a secret. She even leaned into me, pressing her knee against the inside of mine while I read parts she pointed out. Her smell, her whole presence, was intoxicating.

When she started looking at shampoos, saying she was running low and should pick few other things up while we were there, I couldn’t believe it.

“Mom, you’ve got lots of shampoo. We won’t get any tanning in if we don’t go.” I was desperate to leave.

“Well, we could always start next week,” she mused.

“No, no, you said you’ve got to get started right away.”

“I suppose you’re right,” she relented, with a funny little smile. “Let’s go then,” and she sashayed off down the aisle. Gosh, what a tease. I had trouble catching up to her because my debilitating boner had resurged watching her swaying behind as she walked away.

When we returned to the car, she insisted that I drive because she wanted to read the instructions for the lotions we’d bought. When I opened the door for her, before going round to the driver’s side, she said, “My, what a gentleman you are today, for your old Mom,” and gave me more than a flash as she slowly swung her legs into the car, raising her knees high to let her skirt fall to her hip. She had swung the inside leg in first, opening her legs wide enough to expos her panties, then stopping to fuss with the seatbelt she had somehow managed to entangle in her arm. I had a long view of her panty-clad pussy before she pulled her right leg in, closing her legs. I stood stupidly for a few seconds with the door open, looking into her lap, until she said, “Come on sweetie, let’s go home.”

In the car, she laid the lotions out on the seat between us, twisted herself to the side and lifted her left knee up onto the seat, opening her legs again. Glimpses at her panties played havoc with my driving. Almost home, I stopped at a light and turned to feast my eyes on her treasures, the one between her legs, not on the seat. I sat almost through an entire green light. No other cars were around, so no one honked, but Mom smiled up at me and quietly said, “If you don’t keep your mind on the road, Tim, we’ll never get home to do any tanning.”

I was at once mortified that she’d caught me staring but at the same time elated that she was aware and seemed to welcome my adulation. I drove straight home, forcing myself to concentrate. Once home, I followed close behind her into the house and up to her room until she stopped at the end of her bed.

“Darn it,” she said, “We can’t tan today, I’ve packed all my swimsuits away.”

Devastated and desperate, I blurted out, “But Mom, you shouldn’t wait. It won’t take long to find your a swimsuit.”

“No. I remember now. I threw them out because I need new ones.”

You can’t believe the crushing defeat that flowed through my body. It was like every cell in my body was deflating.

“Oh, I know,” she exclaimed. She turned to face me. “Would you mind if I tanned in my panties?”

She looked away, probably so I wouldn’t feel uncomfortable when elation set in after my shock wore off.

“But these old lady panties I have on, won’t work,” she mused, finger on her lips, thinking.

“I’ll get some other ones for you, Mom,” I almost yelled, rushing over to fish around in her underwear drawer.

“How do you know which drawer my underwear is in?” Mom teased.

I blushed but grabbed a pair of panties. I quickly forgot my discomfort when I turned to see her unbuttoning her blouse. The swell of her small breasts was magnified in my mind as they bounced in slow motion in reaction to the tug of the buttons as they released the material from their constraints. She slowly parted the blouse, drawing out one arm and then the other. Her bra was a pale blue, silky material that didn’t swamp the contours of her little tits. Her nipples were clearly visible as they poked up against the flimsy material. God, she was gorgeous!

She bent toward me, letting me see her small tits hang down, reached up under her skirt and dragged her panties down her legs to her knees, reaching out to lean on me as she stepped out of them. She stood, face flushed and legs parted. “OK, Timmy, put those ones on me. Go on, honey, slide them up my legs,” she said, holding one delicate, sexy foot up for me.

I slid each foot through a panty leg and then slowly dragged them up her beautiful, tanned legs. As the leg holes started to tighten on her thighs just as the panties disappeared under her skirt, she whispered, “Go on, push them right up, sweetie.”

She lifted her skirt as I pushed her panties upward, holding it level with the juncture of her legs, her pussy just out of sight, but I knew it was there right in front of my face. I could smell its sweet, pungent odor. I stopped pushing up on her panties and just stared into her skirt. She waited patiently, not saying a thing. She waited. I kept staring, expecting to get in trouble but I couldn’t help myself. Still, she said nothing. Finally, perhaps suspecting that I was afraid to go further and might need permission, she said, “Push them all the way, honey.”

I slid the flimsy little panties up over her hips until the bottoms fit snugly against the bottom of her pussy. My cock was hard as rock! I was afraid that it would snap in half when I stood up.

She turned and faced the bed. “Undo my bra, Timmy.” I didn’t move, I couldn’t believe my ears. She repeated “C’mon honey, take my bra off for me.” I stood up and started to fumble with the back of her bra.

“No, silly, the snaps are in the front.”

Feeling stupid, I reached around her and shakily started to fumble with the front of her bra, not being able to avoid accidentally cupping her wonderful little tits in my hands. She put up with this for a minute and then said, “I’ll do it. Men!” A quick movement of her fingers and the bra fell apart. I stared down over her shoulders at her little tits hanging there under the loose bra with her nipples sticking proudly up in the air. She’d never let me see her tits before.

She let me gaze at her lovely tits for a couple of minutes. I wasn’t aware of any awkwardness, I was mesmerized. I couldn’t move. “Unzip my skirt,” she whispered. “I can’t tan in a skirt, now can I?”

In a daze, I dropped my hand to the zipper at the back of her skirt and pulled it down over her ass. The skirt fell to the floor and I has looking at her almost bare ass covered only by the hip straps of her panties joining together and disappearing into the crack between her cheeks. Un-fucking-believable. She put her knee up and crawled onto the comforter covering the bed. She crawled forward slowly and pulled the pillows out, tossed them to the side, and laid down flat on the bed, on her tummy, her legs stretched out but parted slightly. She turned her head to the side and looked back at me. In a soft voice, she said, “Put the lotion on me, honey. Take your time and make sure you work it in deep. We still have a least an hour before Dad gets home.”

“OK, Mom, I’ll do a good job.” I started to scramble up behind her.

“No, take your jeans off first. I don’t want you to get oily lotion on your clothes, it’ll stain them.”

She turned her head back and cradled it in her outstretched arms, closing her eyes. I dumped my pants in record time, stumbling about in my rush. I started on her feet. Without lifting her head or opening her eyes she said, “No, start on my back, baby.”

She opened her legs to make room for me as I scrambled up behind her.

I couldn’t help myself, “You still look awesome, Mom.”

“Shhhh, honey. Don’t talk. I want to rest.”

“OK, Mom, but before you doze off let me put a pillow under you so I can get the lotion in better when I do your legs.” Without a word, Mom raised her hips to let me slide a pillow under her. This raised her ass up enough that I could see the bottom of her pussy.

I squeezed a pool of lotion onto the small of her back and started spreading it up over her shoulders. As I worked it into her upper back, I slowly brought my right knee up between her legs until it was resting just below her bottom where her tummy met the pillow. I squeezed another puddle of lotion into the small of her back and began working it down toward the rise of her buttocks and out over the fleshy swell of her hips. I pressed down into her and pulled back toward my knee in a rowing motion that gently bumped her panties against my knee.

I continued working in more lotion and rocking her back and forth, until her breathing was deep and regular. Dripping more lotion onto the top of her buttocks, I pressed her flesh toward me, pressing her panties ahead of my hands until they were pushed to the bottom of her cheeks. Grasping a bare cheek in each hand, I rubbed the lotion into each one, squeezing each lump of flesh and dragging my thumbs through the crack between them. Though her breathing quickened, she issued no warnings.

Emboldened, I grasped her hips and pulled her back until she bumped onto the top of my knee, nudging my leg up to the front of her panties. Returning to her cheeks, I rubbed another helping of lotion over the lobes of her ass, squeezing it toward the center until it pooled in her crack and then pushing it up into the small of her back.

Her breathing changed again, little expulsions bursting forth with every rub on my knee. I wasn’t sure, but I thought I heard a very low moan. I kept this up for several more minutes, now openly working her pelvis up and down, trying to pull her higher onto my knee.

I dumped a large pool of lotion higher up her back, between her shoulder blades, and leaned forward to work it in, pushing my knee even further under her, lifting her pelvis up and arching her ass, allowing me to slide further ahead until her thighs draped over mine. Working the lotion out from between her shoulder blades, I slipped my hands around to the sides of her breasts and pushed in towards her nipples, like I did in the summer. I expected the ‘Timmy’ response to trigger my retreat down the sides of her tummy.

But I didn’t hear it. Maybe she really was asleep. Or did she want me to feel her up? Was she trying to prove I wasn’t gay, to prove Dad wrong?

I reached right in and pushed my lotion-covered, cupped hands fully under her tits, feeling myself twitch as her hard nipples poked into my palms. I gently kneaded her tits and rolled her nipples around in my palms. They were as hard as my cock, which was now pressing through my undies into Mom’s ass. I grasped each nipple between my fingers and gently tugged, pinched and rolled them between my fingers as I began lightly dry fucking her butt. Her breathing changed to a short gasps with grind against her ass but she still appeared to be sleeping. She was letting me have my way with her.

I let go of her tits and drew back, resting my head on her back. I slipped my hands along her tummy in my old move and down into the juncture at the front of her thighs, and then pushed in to her pussy and slid my fingers over her mound. There was a sharp intake in her breath, but no dreaded ‘Timmy’ command.

I drew my fingers back and then slipped them underneath her panties through the leg holes until my index fingers brushed lightly up and down her bare pussy. My fingers quickly became wet and slippery. I used my index fingers to pull her pussy lips apart and gently dipped my middle fingers into her cunt, just a bit, in and out, in and out, barely grazing her inner lips. I dipped them gently in and out of her for several minutes and she did nothing to stop me. All she did was breathe harder and faster, in a rasping fashion. Fuck. Oh, fuck. I slipped my fingers further into her cunt, one above the other. She grunted. She actually grunted. I pushed them right in, then in and out several more times, then in again and I held them there, wiggling them back and forth. She was really wet. I moved my head lower on her back, to the top of her cheeks and turned my face in to flick my tongue in the crack of her ass. I kept working my fingers in her.

She was grunting regularly now, “Ungh, ungh, unghh,” the pretense of sleep now pretty thin. I slipped my index fingers higher to play with her clit and simultaneously pushed my ring fingers into her pussy as well. I now had four fingers up to the second knuckle pressing into her cunt, not harshly, but firmly filling her box. She started to grunt quite audibly. “UNGHH, UNGHHHH, UGH, UGH, UUUNNGH, UUUNNGH, UH, UH, UH, UH, UH, UUUHHNNNGGHHH.” She was pushing her ass up into my tongue in the crack at the top of her ass. I wasn’t so much fingering her now as she was fucking my fingers with short, rapid backward thrusts. Then she came, flooding my hands, her pelvis jerking involuntarily on my fingers.

OMG, I’d fingered my Mom. OMG. This was incredible. I pushed up and leaned over her. I lowered my gaunchee-covered cock against her ass and began thrusting into her, along her crack. I sawed my cock back and forth between her sweet cheeks, dragging it through her crack, slowly picking up my tempo and pushing down harder until I was shoving her pelvis into pillow. My breathing became increasingly erratic and hoarse until I was gasping as I vigorously humped her soft cheeks. Then I came too, gushing my seed onto the top of her ass where my cock poked out of my underwear, where it was already wet from my tongue play. I’d dryfucked my Mom, and come onto her!

I pulled back, panicking now that my senses were returning. But she didn’t move. I ran into her bathroom and grabbed a washcloth and rushed back to clean her up. She didn’t stir until I was finished. Then, she turned to me groggily, as if she’d just woken up, and said, “I think I dozed off, honey. Did you do a good job?”

“Yeah, Mom, I did the best I could. But your skin really needs a lot of work. I don’t think we can wait until next Sunday.” She smiled, probably at the audacity of her precocious child to recognize this little game and take it a peg further.

“I don’t know sweetie, we can’t tan when your Dad’s around. He wouldn’t understand, and I don’t think he’d like it.”

“Well, I get out of school early on Wednesdays.”

“But you play online with your friends on Wednesdays. I couldn’t ask you to skip your computer games,” she replied, coyly.

“That’s OK Mom. I rather help you out. That’s more important than playing a computer game.”

“That’s very sweet of you, sweetheart. It makes me happy that you enjoy helping me so much.” I couldn’t tell if she was teasing me or not. “But there’s one more thing, dear.” Oh christ, the “dear” word. Here it comes. “Your Dad has been really upset lately. Can you join the soccer team to make your Dad happy too. It’s your last year of school. It would make him so happy.”

“Ahhh, Mom, I hate playing sports. I’m no good at them.”

“Can you just try, sweetie? Please, do it for me. Then we can keep tanning, honey. You like tanning, don’t you?”

God, what outright bribery. My Mom was a scoundrel.

“Yes, Mom. I’ll join.”

“Good boy. We’ll be such a happy family. You’ll be glad you made your Dad happy, I’ll make sure of that, don’t you worry.”

On Wednesday, we tanned again. We had a longer session since we didn’t have to get lotions. I didn’t get any farther, but she did let me spend a lot longer kneading her tits, and pulling on her nipples. This seemed to get her very worked up. I laid right down on top of her, my arms around her, squeezing her tits and pulling her nipples while I humped against her ass. I lasted much longer this time and when I came I didn’t immediately rush to get a towel to clean her up. No, I waited for a few minutes, then pressed my bare cock against the crack of her ass and worked my come around on her cheeks. I also spread her cheeks apart, pulling them wide with my thumbs, drooled some spit on her rosebud, and gently massaged it in. When I stood up and pulled my jeans back on, she replayed the ‘wake up’ routine again.

I joined the team on Saturday. In a small town, the school team will take anyone. I was pathetic, but my Dad was thrilled. We went for burgers afterwards, and he started talking about us going fishing on Sundays but I complained that I’d be too stiff and, anyway, I didn’t want to take him away from golf because I knew he really loved it. He tousled my hair and said I was a really good kid.

When we ‘tanned’ the next Sunday while Dad was golfing, I told Mom I needed to work on her front. She was reluctant because she had removed her robe and laid face down on the bed, wearing absolutely nothing. I guess leaving her panties off was my treat for joining the team. If I hadn’t joined the team the day before, I’m sure she wouldn’t have succumbed to this demand. But she quietly turned over on her back, baring the lovely nude front of her body to my gaze, though her legs were tightly closed. I immediately started kneading her little tits which were amazingly perky, jutting prominently up from her chest. She has a little sag in her ass, but non whatsoever in her tits.