It was a hot, muggy Saturday afternoon. Ron had been making his rounds of the Estate tunnels when he chanced upon Steve Ginger and his girlfriend, Lana sitting by the pool unaware that they were being spied upon. Lana was sitting on the floor between Steve's outstretched legs and had his bathing suit pulled down below his knees. His thick, heavy cock jutted out of his groin, hard and ripe as she slowly stroked it. At the same time, with her other hand, she toyed with his scrotum and its two goose egged sized testicles.

Steve had tugged her bikini top down exposing her pert little tits. Leering at her with a silly grin on his face, he watched her tits wiggle and bounce as she tormented his thick, stiff cock.

As Ron looked on, Lana slowly leaned down over Steve's lap and bent his cock down until it was close enough for her to reach it with her lips. Flicking out her tiny, pink tongue, she slowly circled the big rubbery head of his cock, licking and lapping at it like it was a lollipop.

Ron watched on enviously as her pink tongue frolicked around her boyfriend's cockhead. He could only imagine what Steve was feeling as she slowly twirled her tongue around the bloated roundness of Steve's giant purple penishead. With an inane smile on his lips, Steve groaned out his approval.

After several moments of this, she leisurely opened her mouth and with a loud slurp, she sucked his cockhead into her mouth. As her lips slowly slithered down around the thick, pink column of meat, she began to run her hand up and down it harder. Wishing he could trade places with Steve, Ron watched Lana's cheeks hollow as she sucked even harder on Steve's twitching prick.

Suddenly, Steve began to snort and groan as he hunched his cock into her mouth. Ron could see by the way he was carrying on, Steve wouldn't be able to last much longer.

The smile on Steve's face had turned to a grimace as his knuckles whitened from holding onto the chair so hard. It looked like it would only be seconds before Lana would be presented with a mouthful of hot cum if she didn't ease up on the boy...

Then, out of the corner of his eye, Ron caught some movement in the kitchen view port. Turning to see what it was, he saw Helen, Steve's mother in the kitchen. She had just come into the kitchen from the garage with a sack of groceries in her arms. Ron watched as she quietly closed the door between the kitchen and garage. Slipping over to the counter, she set the sack of groceries down on the counter and bent down and slipped off her heels off.

Then she quickly slithered across the kitchen to the door leading out into the recreation room. Taking a quick look around, she slipped through the door. Like a cat stalking a bird, she soundlessly glided across the room to the door leading out to the pool.

What would she do when she saw her son getting a rim job from his girlfriend, Ron wondered as he watched her lean forward to peek around the door.

Ron laughed to himself as Helen's mouth fell open and her eyes bugged out.

Not only could she see Lana sucking on her son, Steve, but she could surely hear Lana slurping loudly on Steve's dick.

Ron watched Helen gasping for breath as she watched on in shock. She seemed to be rooted to the spot as she watched the obscene performance of her son and his girlfriend. Ron could only imagine what was running through her mind as he watched her bountiful bosom began to heave up and down. Ron could see that she was obviously in distress as she tried to catch her breath. Her face was ashen and her whole body was quivering as she gawked at her son and his girlfriend.

Finally, she seemed to regain some of her composure and numbly stumbled back away from the door.

Ron watched her lurch back across the room and into the kitchen.

As she reached the relative safety of the kitchen, she leaned back against the counter and fanned herself with her hands. Ron could see that her forehead was shiny with perspiration. At last, she took a deep breath and slipped her dainty feet back into her heels.

A quick look back at Steve and Lana revealed that the moment of truth was rapidly approaching for Steve as his hips were wildly bouncing up and down.

Unbelievably, Lana had somehow managed to devour most of Steve's eight inches as her head rose and fell with Steve's violently lurching cock.

"Gonna cum. Gonna cum." Ron heard Steve blather out What would Helen do, Ron wondered as he quickly looked back to the kitchen.

As Ron watched her, Helen opened the garage door and taking a step back, she slammed it shut as loudly as she could...

"MY GOD, IT'S MY MOTHER," Steve gasped, jerking back away from Lana.

Gasping in shock, Lana spit out the rock-hard prick and clumsily floundered to her feet. Frantically, her hands flew to her bikini top and jerked it up over her tiny nubs. As she was fumbling with her bikini, Steve was yanking his swim trunks up, trying to hide his bloated cock. After several frantic fumbles, he was finally able to get his trunks pulled up. But even with his swollen cock stuffed back down inside his bathing trunks, the big bulge out jutting out in the front of his suit was too obvious to ignore. Looking around frantically, he grabbed a big bath towel and draped it over his lap.

Glancing down at herself, Lana checked her bikini one last time before she nervously sat down beside Steve...

Then Helen came strolling into the room seemingly oblivious of them.

"OH," Helen jumped, faking surprise at finding them in the room, "I didn't realize you kids were down here. I thought that you would be up watching a movie or something."

Steve and Lana looked up at her innocently.

"Uh, Naw, Uh, we, uh, we were just sitting around talking," Steve stuttered, still recovering from the shock of his near fatal embarrassment. "What are you doing home so early?"

"Ted got called away for the week-end," she frowned. "He had to go to New York and straighten out some deal. I had to take him to the airport, so I thought that I would go ahead and get an early start on the week-end myself."

"So Dad's going to be gone all weekend?"

"He said that he would be back sometime, Monday," she smiled back him, self-consciously, trying not to blush.

She felt strangely exhilarated. Seeing her son's cock had done something to her. She had just never thought of him sexually. And then to suddenly see him fully erect and being sucked on by another woman. She couldn't explain it, but it made her all warm and damp down there where she shouldn't be warm and wet.

"That's too bad," Steve said.

"That means that I have to amuse myself all weekend," Helen laughed sarcastically, "and I think that I'll start right now."

"Where are you going?" Steve asked.

"I think I'll take a little swim," Helen said as she walked toward the stairs. "If you two don't mind if I join you?"

"Sure," Steve responded as Lana nodded in agreement.

Watching his mother traipse up the stairs, he admired the way her wonderfully rounded butt swished from side to side seductively underneath her tight skirt. Damn, he was so fucking horny, he was even getting hot watching his own mother walk up the stairs.

This is ludicrous, she told herself as she purposely swished her hips back and forth seductively. Why am I putting on such a display for my own son?

God, am I sick?

"Wow, that was a close call," Lana whispered when Helen was out of sight.

"It's a good thing that she slammed that door or I would never have heard her."

"Me either," Steve smiled, reaching over and tweaking Lana's nipple through her bikini. "I've got to get into the pool before she comes back down or she'll see how hard you made me."

"I wonder what she would have done if she had caught us," Lana smirked at him as he got up. "You're too big to spank."

"I'm glad we didn't have to find out," he laughed as he dove into the pool.

"It sort of makes me hot thinking about it though," Lana grinned, padding over to the pool and slipping down into the water. "Maybe she would have joined us."

"Hey, that's not nice," Steve scowled, swimming toward her. "Maybe I'd better baptize you, so you won't have such dirty thoughts."

"Oh, really," Lana giggled, splashing wildly as she tried to escape from him. "I read that some boy's have an Oedipus complex."

"A what?"

"An Oedipus complex," she tittered, "that is a thing where boys wish they could make it with their mother."

"Huh?" Steve gulped, blushing brightly.

The thought had never occurred to him.

"And little girls want to do it with their dad, I bet," Steve exclaimed, chasing her, trying to divert attention away from his ruddy red face.

"I never said I didn't, but as long as I have a big dick like yours... " She said, leaving the sentence unfinished.

Steve finally caught her and pushed her head under water.

Just at that precise moment, Ron saw Helen appear at the top of the stairs.

"Why don't you just admit it," Lana sputtered when he finally let her come up for a breath.

"Admit what?" Helen asked as she slowly strode down the stairs.

She was still Blushing fiercely, both of them turned and watched her come down the stairs toward them.

Helen could see the bright profusion of embarrassment coloring their cheeks as she walked toward them.

"What secret were you two discussing?" She asked with a knowing smile.

"Oh, uh, Lana, uh, just, uh, wanted me to, uh," Steve faltered his way, trying to think of an excuse he hoped would satisfy his mother, "admit, how much, uh, I, uh, cared for her."

"You shouldn't let that embarrass you," Helen smiled down at them. "I thought it was something really naughty, the way both of you were blushing and carrying on."

Had they been talking about finishing what she had interrupted, she wondered, feeling another rush of perverse excitement wash over her.

Then, stopping by the pool, she slowly peeled her bathrobe off and tossed it down on one of the chaise lounges.

She was crazy. She had chosen her most revealing bikini and now she was putting on a licentious show for her son and his girlfriend.

She smiled down at Steve and Lana as they gawked up at her from the pool.

Ron thought Steve was stupid if he hadn't wanted to make it with his mom.

She was gorgeous. She had it all; big beautiful breasts; tiny waist; long luscious legs; a face that would look at home on any fashion magazine cover.

Ron wondered why all the women in the estate were beautiful. How had his grandfather been able to insure his voyeuristic targets were such perfect specimens of femaledom?

Helen's tiny bikini top concealed little of her titanic breasts. The tiny scraps of thin material were clinging to her like a second skin, covering only the jutting tips of the gigantic mounds of flesh. While her areolas were covered by the thin material, the raised cup of textured flesh was obvious as it swelled out underneath the material. But even more prominent were the big rubbery knobs of her nipples that jutted out against the material almost indecently.

Ron was amazed that Steve could control himself in the presence of such beauty, But it was obvious that Lana was looking on with evident jealousy.

Below Helen's gargantuan breasts, her belly pouted out the slightest bit, but even that flaw only enhanced the perfection of the rest of her body.

The tiny bikini bottom failed miserably in its attempt to hide her charms from the view of her son. As she turned and walked over to the pool, her bikini bottom seemed to materialize out of the crack of her ass and sweep up over her magnificent hips, leaving both exquisite cheeks of her ass bare.

Then it dove down in front to barely conceal the swell of her mons. It took little imagination to fill in the voids covered by the hints of cloth. And all that beauty was perched atop two of the most sculpturesque legs, Ron had ever seen. They looked as if they had been carved from alabaster as she arched her feet, flexing the muscles into a wondrous display of curves.

Just watching her made Ron's impressive warrior as hard as a rock.

"Ahhhh, the water's just right," she smiled as she dipped her toe into it.

Then, she quickly dove into the pool. Her perfect form cleanly split the water barely causing a ripple in the water. With one quick stroke, she dove under the water and swam toward Lana and Steve. Nearing them, she slowed herself and headed up toward the surface. As she neared the surface, her hand swept out and accidentally brushed against her son's cock.

As they touched, a jolt of electricity shot through both of them. He splashed back away as quickly as he could and she jerked her hand away from him as if she had been electrocuted. She wasn't surprised to find out that his penis was still hard and swollen.

Why had she done that, she asked herself. She couldn't believe she had done it. Was she fucking stupid, she berated herself as her fingers were still stinging from the sparks that had flown when she had touched him.

"OH, I'm sorry," she flushed as she finally splashed to the surface, "Did I hurt you?"

"OH NO, uh, you, just, uh, startled me," Steve blushed, swimming back away from her on his back. As he did, his cock stuck up under his suit like the sail on a boat. Furiously kicking, he tried to churn up the water to hide his male deformity with little success. He kicked once again and let his legs drop to the bottom of the pool, finally hiding his raging hard-on under the water.

Until today, she had never really thought of her son in a sexual context.

Now, suddenly right before her eyes he had grown into manhood, Helen thought as she turned and rolled over onto her back, floating away from them.

Floating along with her gorgeous breasts jutting up out of her water, Helen slowly moved away from Lana and Steve. They seemed confused and flustered as they nervously treaded water, not knowing exactly what to do.

The pool seemed to steam with excitement as Ron waited for something to happen.

At last Steve swam over to the edge of the pool near the towels and quickly hoisted himself up out of the water. Hurriedly grabbing a towel, he wrapped it around his waist, hiding the highly evident stiffness of his penis.

"Lana, don't you think it's about time we left," he grinned fidgeting with the towel.

"Yeah, I think so," she agreed, swimming over to the edge of the pool.

"I've still got to get dressed and you know how long that takes me."

Reaching down, Steve helped her out of the pool while Helen floated toward them.

"What time will you be back?" she asked Steve.

"It'll be late," he said, trying to keep his eyes off her beautiful breasts jutting up out of the water.

"We're going to a movie and it doesn't start until 8:30 and then we going to get a bite to eat after the movie. So don't wait up for me."

"Well, you both be careful and I'll see you tomorrow," Helen smiled, floating away from them with her mountainous tits proudly plowing through the water leaving twin wakes behind them.

Lazily watching them as they flew up the stairs, she floated on her back until she saw them coming back down. Steve was now wearing a big bulky pair of shorts that easily covered any remnants of his erection.

"You kids have fun," she told them as she stepped up out of the pool.

The water coursed down her body, following the wonderful curves and arcs of her body as she reached down for a towel. Not knowing why, she felt a compunction to display herself to her son. She brazenly ran the towel over her body, fondling and caressing it for his benefit. Her actions weren't lost on him either as it was all he could do to keep from tripping over his feet as stumbled along watching her.

"Uh, Bye, Mom, I'll, uh, see you later," he faltered before he was tugged off by Lana.

"I Love you," she told him as he disappeared into the kitchen, trailing behind Lana.

She stood listening until she heard their car start up and move out of the garage. Draping the wet towel over her shoulder, she slowly unfastened her bikini top and let it slip off her big, heavy breasts. Then bending over, she quickly slipped off her bikini bottom as her giant breasts jiggled and quivered. Standing by the pool naked, she smiled and slowly turned toward the stairs. Sadly alone, she padded over to the stairs and started up them.

Watching her breasts as they frolicked about heavily with each step, she decided to have a little self indulgent fun.

Inside her bedroom, she tossed the towel aside and quickly stepped into the shower. She luxuriated in the feel of the hot water splashing onto her as Ron watched intensely as she slowly soaped every nook and cranny of her body. He noticed that her fingers paid particular attention to her still swollen nipples, teasing and tweaking them roughly. After several moments of this, her hand slowly slipped back down between her legs.

Ron felt his prick lurch as he saw her slip first one, then two, then three fingers up into herself. Then as she slowly began to finger-fuck herself, she began to diddle with her clitoris with her other hand. It was almost more that Ron could stand as he watched her finger-fuck herself.

Finally, Helen reluctantly withdrew her fingers from her pussy and licked the pungent juice off them before turning off the water and stepping out of the shower. Why did Ted have to be gone tonight of all nights? She was hot and in need of a man. Especially after what she had witnessed earlier. She still couldn't get the image of her son's thick, hard cock out of her mind as she slowly towed herself off.

"Should I or should I not?" Ron heard her ask aloud.

Who was she talking to? Looking around the room, he knew there was no one else there.

"I think I will," she laughed out loud to herself bending over and pulling open a drawer of her dresser.

"I just love the feel of hose and a nice, silky teddy on my skin," she said, pulling out a pair of white, stay-up stockings and a tiny, little matching teddy.

Sitting down on her bed, she quickly pulled them on and stood up to admire herself in the mirror.

"God, you are a sexy wench," she laughed, fondling her big, dangling breasts.

At last she strolled over to the nightstand by the giant bed. Patting off the last drops of water, she tossed the towel over her shoulder and reached down to the nightstand. Ron watched with excitement as she pulled out a vibrator, a big pink dildo and a VCR cassette.

Smiling to herself, she padded out of the bedroom. Well, if there isn't a man around, I will just have to take care of my problem myself, she told herself as she plodded down the hall to the upstairs recreation room.

It was almost obscene the way her huge tits bounced and bobbled in cadence with her steps as she walked down the hallway, Ron thought.

Turning into the recreation room, she purposefully strolled over to the VCR.

Bending down, her wonderful tits swaying below her and her delectable ass waving in the air, she quickly slipped the cassette into VCR. Turning on the television, she waited a few seconds until the giant TV screen came to life. Stepping back away from the screen that was filled with a giant eighteen inch dick slicing in and out of a wet, stretched pussy, she backed over to the couch.

While the larger-than-life lovers cavorted on the screen, Helen watched them for a few moments as she pitched the vibrator and dildo down and spread out the towel. Sitting down, she leaned back and toyed with her big rubbery nipples as she watched the couple making love. Soon, her nipples were so sensitive, she had to stop. Cupping her big heavy breasts, she gently massaged the firm, pliant flesh for a few moments before she slowly ran her hand over her stomach.

Ron watched on with anticipation as her legs parted and her hand slowly stole down between her soft, stocking-encased thighs.

She delicately ran her fingers through the kinky hair jutting out at the base of her pouty little tummy for a few moments before she moved a finger down onto her tingling clitoris.

Her excitement was evident as Ron could see the light glistening off of the wetness oozing out of the deep, wet opening in the center of the thick, meaty opening of her vagina. Just watching her made Ron so hot, he took his dick out and began stroking it.

Unaware of her admirer, Helen moved her finger away from her clitoris and dipped it down into the growing pool of sap between her legs. She slowly ran her finger up and down the dripping slit, roughly scraping her clitoris as she did and it was only moments before her fingers were coated with her steamy broth. Almost mirroring her actions, Ron slid his hand up and down his giant prick as he watched her roughly rubbing herself. He could see the muscles in her stomach tightening and sensed she was nearing an orgasm.

Then she moved her hand away from her steaming cunt.

Letting herself cool down, Helen watched the young lady on TV try to swallow all eighteen inches of her lover's cock. She saw that she could only take about half of the gargantuan cylinder into her mouth before she began to gag and let it slide back out of her mouth. As she watched the girl devour the giant prick, her thoughts returned to Steve and Lana. Her son's penis was definitely not in the same category as the one on the screen, but it was certainly man-sized. It must have been eight or nine inches long, she remembered. It was hard to fathom her son with a man's penis as she suddenly felt her clitoris begin to tingle and itch with excitement.

What had happened to her? Was she going crazy? It was horrible to be thinking about her son while she diddled herself.

Not taking her eyes off the screen, she half imagined that it was her son's cock on the screen. With a lurch, she began to feel around on the couch until she found the big pink dildo. Picking it up, she hurriedly slipped it down into her inflamed womanhood. Jabbing the giant pink dildo between the big fleshy lips of her cunt, she groaned out in pleasure as she felt the round pink head of the dildo slide into her gaping gulch. Mewing with pleasure, she continued to slide the fake prick into herself until she had at least eight inches of the rubbery shaft up inside her hot, clutching pussy.

Then disgustingly, she began to work it in and out of her tortured cunt as she imagined that it was her son's big, hard cock sliding in and out of her . Horrified at the wickedness of her thoughts, she tried to rid her mind of such evil images by turning her attention back to the TV. Unfortunately, the couple on the screen had finished fucking and the feature was ending.

As she watched, the second movie on the tape was just beginning. Slowly sliding the fake prick in and out of her burning cunt, she watched as a car slowly wound its way up a picturesque mountain road. Inside it, a man and woman chatted about their upcoming week-end in their cabin. But even as she watched, she found herself once again fantasizing about her son.

All at once, out of the corner of his eye, Ron saw someone coming up the stairs.

It was Steve!

Ron hadn't heard him come into the house and he was sure that the television was so loud that Helen hadn't heard him either.

Ron watched on with eager anticipation as Steve stopped at the top of the stairs and listened for a few seconds before turning and heading down the hall toward the recreation room. Stopping outside the door, he peeked inside. Since his mother was lying on the couch, Steve couldn't see her so he stood by the door watching the movie with a puzzled look on his face.

Suddenly Steve realized it was a porno flick when the girl on the screen grabbed the guy's crotch. Ron could only imagine what was going on in his mind as he watched the boy quietly creep over peer down over the back of the couch.

His mouth dropped open and his eyes bugged out when he saw his beautiful mother sprawled out on the couch fucking herself with the big pink dildo.

"MY GAWD, MOTHER, WHAT IN THE... ," he gasped unable to stop himself from gawking down at her.

"OH MY GOODNESS!" Helen shrieked, jerking the dildo out of her sopping cunt and looking about frantically for something to cover herself with. She didn't see anything close by, so she frenetically pulled the towel out from underneath her and spread it over herself.

"WHAT ARE YOU DOING BACK HOME?" she finally gasped.

"Oh, I don't, uh, what, I, uh," Steve stammered, unable to take his eyes off the weeping gash between his mother's legs that still uncovered by the towel.

"I thought you were going out with Lana," Helen blushed blood red, slapping her legs together and swinging her feet down to the floor to hide her gaping womanhood from his piercing stare.

He didn't answer her as he continued to gape at her.

"WELL... ?" she asked again, waiting for a response for his uncooperative lips. She could hardly believe that only seconds before she had been imagining how it would feel to have his cock inside her. And now she was wishing he was somewhere else, not standing in front of her staring down at her scantily clad body.

"Her, uh, mother, uh, was sick so, uh, Lana had to stay home," Steve stuttered, realizing that his prick was as hard as a rock. It was so hard and primed, it felt like it was going to go off on its own any second.

Then he saw his mother glance down at his crotch.

"Well, I'm sorry that you saw me like this," she apologized, trying to keep her eyes off his crotch but failing as she sneaked another peek at his painfully visible hardness. "But I'm a woman with needs and wants, too, you know."

"I'm sorry that I burst in on you without knocking," Steve gulped, moving his hands over his groin to shield the swollen bulge from his mother's insistent eyes.

Suddenly Steve felt a sharp pain lance through his balls. It felt like someone had stuck a knife into them. He had never felt such pain and it was getting worse. Before he knew it, it felt like a hot poker had been shoved up his ass and was coming out through his penis. He felt like he was going to pass out. He knew that he if he didn't do something to stop the pain, he would pass out.

"I'M SORRY," he gasped, holding himself in obvious pain as he backed away from his mother, "I HAVE TO GO TO MY ROOM... "

Turning and stumbling out of the room, he could barely walk because of the pain bombarding his balls. He finally made it to his room and threw open his door. Lurching inside, he slammed the door behind him and dove for his bed. The springs squealed out in protest as he landed on the bed and jerked his pants down around his ankles.

"Aieeeeeee," he screeched as he grabbed hold of his tormented prick as another jolt of excruciating pain shot through it. His balls were aching and they felt like they were going to explode at any second. Suddenly the picture of his mother lying almost naked on the couch flashed through his mind and the pain in his cock became unbearable. He had to relieve the pressure that was rapidly growing inside of his balls. Suddenly, he began jack off. He had to stop the burning pain that was threatening to consume his cock. Either that or go crazy from the pain...

When Steve had stumbled out of the recreation room, he had left his mother in a sitting there in a daze. It felt like her brain had stopped working for a while.

She was still in a state of shock, but now a part of her brain was telling her that she had to go to Steve and explain to him somehow. Explain that she was a woman, with womanly needs.

But her legs didn't want to work.

Finally, she was able to struggle to her feet and wrap the towel around her.

Hurrying down the hall, she came to the realization, that she didn't know what she was going to tell him because she wasn't sure she understood it all herself. It would come, she thought, she would know what to say when she reached his room. It just had to because she wanted him to know that he hadn't done anything wrong.

Then, she was outside his door. Not knowing what else to do, she reached for the door knob. Twisting the knob, she opened the door and started to step inside.

"Steve, I wanted you to... OH MY GOD... I'M SOOOOO SORRY," she wailed, realizing her mistake.

Steve couldn't believe that she had burst into his room without knocking.

Trying to hide his erection from her, Steve painfully rolled over on his belly, burying it underneath his belly.

Standing in the doorway with her face burning with horrific shame, Helen felt like her feet were nailed to the floor. She couldn't move, but, even in her state of bewilderment, she felt an unholy warmth spread out from her palpitating cunt. She couldn't believe this had happened as stared at her son's bare buttocks. The ember of desire inside of her pussy suddenly flamed up as she felt a wicked desire flare up inside her brain.

"GOD, MOTHER, PLEASE LEAVE!" Steve blurted out, tears streaming down his face as he saw her still standing in the doorway.