Version One - Mother's Way

Billy watched the train coast into the station. Glancing down at his watch, he saw that it was already four o'clock. He had been waiting for the train almost an hour.

The smell of diesel and hot metal washed over him as the train finally came to a stop. Looking down the line of dirty silver cars, he saw a lady hanging out of a window frantically waving at someone. She was one more good looking woman, he thought before he realized that it was his mother.

He grinned foolishly, waving back at her.

As she continued to wave, he picked up his suitcase and trotted down the platform toward her. Watching her, he saw that she was leaning farther out the window the nearer he got to her.

"Hi, Mom," he puffed, setting his bag down and reaching up for her.

"Oh, My Little Baby, I'm so happy to see you," she bubbled, leaning down and giving him a wet, slobbery kiss. "It seems like it's been forever since I last saw you."

"It sure does," he grinned back at her.

She was leaning out so far out the window her dress had fallen open revealing her big, soft white breasts. He tried not to look, but the temptation was too great. He felt himself blush as he sneaked a peak down her dress at the swollen mountains of soft pink flesh.

"You'd better stop leaning out so far or you'll fall," he told her, pushing her back, hoping her dress would close and hide her beautiful breasts from view once again.

"I was just so excited to see you," she laughed happily, slowly leaning back into the car.

"Hurry up, Baby and get on board. I can't wait to give you a great big hug," she gushed ecstatically, "Hurry."

Picking up his bag, he hurried over to the door where he was met by the conductor. Greeting him, the conductor took his bag.

"Right this way, Sir," he said leading Billy down the car toward his mother's suite,

Billy smiled cheerfully when he saw his mother standing in the doorway waiting for him.

"Oh, My Honey," she blurted out, grabbing him and giving him a big hug. "Finally."

The smell of his mother's intoxication perfume and the lingering fragrance of alcohol on her breath greeted him as he took he into his arms. Hugging her back, he felt the same big breasts he had shamefully stared at earlier now flatten out against his chest. His mother hadn't changed a bit, he thought. She was still a very affectionate woman.

"Come on inside," she told him, taking his hand and pulling him inside, "I have so much to tell you."

Stopping for a moment, she reached into her purse.

"Uh, Mr. Conductor, could you bring us a bottle of Canadian Club, a six pack of coke and two glasses," she smiled at the conductor handing him two twenty dollar bills.

The conductor smiled lecherously, taking the money.

"It's not what you think," she told him as she started to close the door, "he's my son."

"Uh, Yes, Ma'am," the conductor grinned back at her, winking.

"Really, he is," she said, her smile disappearing.

"Yes'm" he returned, his leer now gone.

As his mother talked to the conductor, Billy saw another empty bottle of CC sitting on the end table. It was apparent that his mother had already had a few drinks before he had arrived.

Closing the door, Maureen turned and looked at him. She didn't speak for the longest time as she stood looking at him affectionately. Billy felt himself blush as his mother's eyes traveled up and down his body. Finally, she sat down beside him.

"God, it is good to see you," she sighed, taking hold of his hand and giving it a hard squeeze. "You're all I've got now."

Then she began to talk. It was as if she had held it back ever since her divorce. Now it all came pouring out.

Billy knew that his father had left his mother for a younger woman. It had been several weeks since it had happened and Billy had talked to his mother several times on the phone since then. He thought she had handled it quite well, but now face to face with her, he could see the damage it had done to her psyche. He could see wrinkles around her eyes that hadn't been there six months ago.

Then, just as she started to cry, there was a knock at the door. Getting up, he opened the door while she dabbed at her tears with a lacy handkerchief.

It was the conductor with his mother's order of booze. Taking it from the conductor, he told him to keep the change and closed the door. Setting the liquor in front of his mother, he watched as she opened the bottle and shakily poured them a drink.

Handing him his drink, she took a long pull on hers. She began to unload her burden of depression, guilt, blame onto him once again.

She told him how Billy had left her without any notice. He had just left one day without so much as a how-do-you-do. He had run off with his secretary and they were now living somewhere in the Bahamas.

Billy knew this much as his father had called him and told him that he had left his mother. His father had said it was his fault and that Billy shouldn't blame his mother for anything that had happened. He had offered no excuses or alibis. He had just stated that he found his secretary, Gloria more compatible. His father, being independently wealthy had just up and ran off with her. He did tell Billy that he had left Maureen very well off financially.

Billy sat listening to his mother unload her troubles onto him as he sipped on his drink.

After a few minutes, she stopped talking. Setting her drink down, she reached out and pulled him to her.

"I don't think I can ever trust any other man, but you," she said emphatically, "did you know that?"

Before he could answer, the train jerked to life and started to move.

As it did, it lurched and his mother fell against him. Reaching out instinctively to brace herself, her hand plunged down into his crotch, landing squarely on top of his semi-erect penis.

Momentarily pinned against him as the train continued to gain momentum, she didn't move her hand for several seconds. At last the impetus lessened and she moved away from him.

"I'm sorry," she gushed, a red tinge spreading over her face. "I didn't hurt you did I?"

"No, you didn't hurt me," he told her, taking another drink.

Neither of them spoke for several moments as they listened to the sound of the train picking up speed. Soon they were speeding along, adapting to the slight swaying vibration of the train.

After a few more moments, his mother began talking again. Holding onto his hand like she was afraid that he would leave her too. Billy felt sorry for her. She had been deeply hurt. Now it seemed as if he was her only salvation. He wanted her to get it all off her chest so he let her go on and on. As the train sped along, she would talk a while and then cry for a while. Comforting her the best he could, he could only give her a reassuring hug every once in a while. Then abruptly, she stopped crying.

Turning away from him, she blankly stared out the train window at the landscape speeding by outside. She seemed to be deep in thought.

Sitting back, sipping on his drink, Billy absent-mindedly checked her for any other signs of mental or physical deterioration. There were no other obvious signs of the obvious strain she was under.

He could only wonder what had possessed his father to leave her. She was still a stunningly beautiful woman even at forty-seven.

Unconsciously appraising her, he saw her long, silky red hair falling down over her shoulders, framing a face that could grace any fashion magazine. Big, full breasts swelling out proudly above her flat, trim belly. Long, graceful legs, tucked up under her firm, rounded buttocks. Her feet, tiny and bare were blemish free. Yes, his mother was an exceptional beauty. His father must be stupid.

He knew that she would have no trouble finding another man, if she ever decided to start looking again. But right at the moment, she didn't seem emotionally capable of handling another relationship. She had told him over and over again that she didn't think she could ever trust another man, except him.

It was sad that his parents had divorced after twenty years of marriage. It seemed to have devastated his mother and left a big, ghastly scar that might not ever heal.

Finally, turning from the window, she smiled at him and poured herself another drink.

"More?" she asked him, holding the bottle out with shaking hands.

"Sure, just a little though," he told her holding out his glass.

The bottle tinkled against his glass loudly as she refilled his glass.

Setting the bottle down, she scooted over next to him again. Snuggling up against him, she began to cry softly again.

"Oh, I am so very, very glad you're here," she wept softly, "I have been so lonely and unhappy. But now, I feel safe and happy and, and all warm inside."

"You know you can come to me anytime, Mom," he told her, gently pulling her up against him and giving her kiss on the head. "For anything."

"Oh, Thank you, you don't know how much it means to have someone you can turn to for comfort, or... anything," she sniffed, the flow of tears finally slowing, "thank you so much."

She didn't speak for several moments as they sat holding each other. Then she looked up at him with the most serious look on her face.

"Billy, Do, uh, could, uh," she started to say.

Just then there was a knock on the door.

"I'll get it," he said, getting up.

Opening the door, he found the conductor standing there.

"The dining car is now open," he said.

"Thanks," Billy told him, closing the door.

"What were you going to say, Mother," he asked her as he sat back down beside her.

"Oh, nothing," she smiled weakly, "nothing that can't wait."

"Good, because I'm hungry," he told her.

"Me, too," she agreed. "Let's go eat."

Her mood seemed to improve noticeably as they tidied up. Soon, they were laughing and bumping against each other in the tight confines of the small compartment as they train rattled along. Concerned at her sudden change of attitude, he shrugged it off to the stress she was under. Hoping that she was over her crying jag, he smiled and opened the door for her.

As they walked down the narrow corridor toward the dining car, they couldn't help bumping and brushing against each other. Laughing and tittering like two drunken teenagers, they finally made it to the dining car. They were immediately seated by their waiter.

They had a couple more drinks as they waited for their meal. Clinging to his hand, his mother seemed afraid to let go of it. Billy was beginning to feel a little self conscious as his mother fawned over him.

"I don't know if I can ever let you go," she said softly, giving his hand another squeeze as she took another drink. "You are my only man now."

Wondering what she meant, he was relieved when their meal arrived. She finally released his hand long enough to let him eat his dinner.

After dinner, they held hands and made their way down to the lounge car.

Sitting down at a table, they ordered another drink. His mother seemed to have overcome her possessiveness as they sat talking. Feeling his eyelids growing heavier and heavier, he finally finished his drink.

"Mom, I've had a long day," he yawned. "I think I'm going back and hit the sack."

"Oh, so soon," she whined.

"I'm afraid so," he grinned sleepily, "I can barely keep my eyes open."

"Oh, well, okay, go ahead," she told him, pouting sadly, "I'm going to stay her for a while and have a nightcap. I'll be down later."

"Okay, but be careful," he told her, "you've had a lot to drink today."

"I know," she smiled warmly, leaning over and giving him a soft, gentle kiss on the cheek, "I know what I'm doing. You go ahead and go to bed and I'll be down to tuck you in later."

"I doubt that I will be awake for that long," he laughed, standing up beside her.

Smiling subtlety, she reached over and gave his thigh an intimate squeeze.

"That's okay, it won't make any difference," she said, looking up at him with a funny little smile on her lips.

Walking away, he turned and saw her wave at him as he stepped out of the lounge car. He wondered what she had meant. Oh, well, he thought, I'm too sleepy to worry about it now.

As he walked down the corridor, he realized that he was quite tipsy. All of the day's events seemed to settled down onto his shoulders all at once.

Arriving at their car, he stumbled inside and sat down on the couch. The longer he sat, the drunker he got. Finally, he stood up and started to undress. Fumbling with his clothes, it seemed to take forever to get them off. He knew he should put his pajamas on, but he was too tired to find them. He vaguely remembered something about his mother telling him that he could have the berth and she would sleep on the fold-out sofa earlier.

Reeling over to the berth, he found it difficult to keep his balance in the swaying, rocking car. Standing there naked, struggling with the latch, he hoped that his mother wouldn't walk in and catch him. He felt more than a little foolish and uncomfortable as he struggled with the berth.

Finally, he felt the catch open and the berth flopped down. Throwing back the covers, he quickly crawled into bed and within moments was sound asleep.

He didn't know what time it was when he heard someone fumbling with the lock on the door. Trying to see what time it was, he was blinded by a brief flash of light as the door opened. Blinking drunkenly, he saw the silhouette of his mother standing in the door swaying with the rhythm of the train.

"Billy, are you awake?" she whispered softly as she closed the door behind her.

He didn't answer her, hoping that she would think he was still asleep.

"Billy, are you awake?" she whispered, a little louder this time.

Still he didn't answer, but watched her stumble across the car to the sofa.

The only light in the car was a very tiny safety light, but it gave out enough illumination to see shapes. Hoping she couldn't see that his eyes were open, he watched her as she stood by the sofa.

"I guess he's asleep," he heard her say as she pitched her purse down on the sofa.

He watched as she stood swaying with the motion of the train. Then, she began to undress. Only able to see her silhouette, he could hear the rustle of material as she removed her clothes piece by piece. Finally, he watched her bend down and slip her panties off.

All at once, he felt a tiny tingle of sexual excitement as he realized that she was standing in front of him naked. Although he could only see her outline, just the thought of her standing in front of him with no clothes on was somehow erotically exciting in a perverse way. He knew he shouldn't be aroused by his mother, but somehow it was happening. Wishing she would hurry and get in her bed, he was shocked when suddenly the train sped by a light and the inside of their car was bathed by its glow.

His mother was instantly transformed into a geometric figure of blacks and whites. Her great, drooping breasts jutted out in magnificence, highlighted by the ebony surrounding them. The imprint of the beauty was burnt into his brain forever as the light disappeared leaving the cabin in even deeper darkness.

It took several moments for him to see anything at all.

When he could see, he was astonished to find his mother standing by his bed.

"Billy," he heard her whisper softly again.

He was about to have a heart attack as he felt her legs nudge up against his bunk. He didn't know what to do as he cringed back away from her. What was she doing? Why was she by his bed? Then his heart almost stopped as he felt her slowly lift his covers. Sweat broke out on his forehead. Then she eased herself down into his bed. He was afraid to breathe. Then the covers settled back down over him. She was so close, he could smell her perfume and the lingering smell of alcohol. What was she doing?

Suddenly, he felt a jolt of electricity shoot through him as her hot, bare skin touched his.

"Billy, are you awake," he heard her whisper again as she snuggled up against him.

"Yes," he was finally able to gasp as she pressed herself up against him.

"Can I sleep with you, tonight?" he heard her ask tearfully. "I am so all alone and sad. No one wants me anymore."

"Yes, Mother," was all he could manage as he felt himself begin to tremble.

"Thank you, my baby," she sniffed, nuzzling even closer to him. "Can you hold me?"

His cock was as hard as a rock. How could he hold her without giving away his arousal? She would know that he was aroused by her. He knew that she would hate him for getting hard, but he slipped his arm under her neck and gently pulled her to him.

"I just feel so empty and useless," she whimpered pressing herself against him harder, "I don't even feel like a woman anymore."

She was definitely a woman, he thought as he felt her hot, bare skin plastered against his body. Every place that their bodies touched, he was being blistered by the current of electricity flowing from her body into his. And where her big, hard nipples were digging into his arm, it felt like two coals were lying on his skin.

"I would give anything if someone would desire me as a woman again,"

she moaned softly, slowly easing her long, smooth leg over his leg.

Holding her in his arms, he tried to keep his passion under control. Then he felt his mother's hand gently brush over his muscular chest.

"Do you love me, Billy?" she asked softly, her hand slowly inching down over his chest.

"Oh, Yes, Mother, I love you very much," Billy gasped, still fighting of the urge to possess her.

"Could you love me as a woman," she asked quietly, pausing for several moments before continuing, "instead of a mother?"

He was afraid to answer.

"Just for one night?" she whispered. "Just tonight?"

"What," he groaned, not believing what he had heard.

"Could you love me as a man?" she asked again, her hand slowly moving down over his stomach, "Instead of a son for one night?"

He was so shocked, he was unable to speak as he felt her hand wrap around his throbbing maleness.

"Oh, God, Mother," he wheezed, feeling his mother's hot, clenching hand squeeze his aching cock.

"I need a man inside of me," she panted, "but you are the only man I can ever trust again."

"I'll do whatever you want," he was finally able to choke out as he grabbed at her crotch.

"Just make soft, gentle love to me all night long, my love," she murmured pressing her womanhood against his leg before spreading her legs and letting his hand find its target.

As his fingers explored the warm softness of her nether regions, he received another shock. His mother's pubis was as smooth and hairless as it had been the day she had been born. Her pussy was shaved and bare.

My God, he thought to himself as he explored the shaven smoothness surrounding her womanhood. His mother had shaved herself just for him. She had known all along that she was going to seduce him. She had planned to make love to him. This was no spur of the moment happening. His mother had purposely set out to fuck him and she was succeeding.

The magnitude of what this meant was too much for him to accept. His brain suddenly exploded with erotic depravity and he couldn't stop the eruption of his loins.

"Oh, Shit," he groaned as his cock jerked wildly and sent a giant geyser of hot, scorching cum up into the air.

"Oh, No, My, Baby," his mother wailed, "I'm, Sorry, Baby, Oh, Baby, Mommy's Sorry."

Even as she apologized, she was throwing back the sheets. With her hand clenched tightly around his spurting, spewing cock, she struggled up to a sitting position. Keeping her hand wrapped around the thick, pulsating barrel of his big cock, she leaned down over it. Just as a second giant stream of his thick, fiery semen erupted from the big, purple head of his cock. The stream of cum struck her in the face, but she quickly took him in her mouth.

"Oh, Fuck, Mother," he wheezed asthmatically as her hot, sucking lips encircled his manhood.

As she sucked on his throbbing maleness, another gigantic spout of his foamy cream shot into her mouth. He could feel her quickly swallow as she sucked on him as hard as she could. He could feel her hand roughly sliding up and down his cock as she urged him to give up more of his potent, boy-cream.

As if in answer, yet another big, wet load of sperm-laden cream spurted into her mouth. Still, she swallowed and sucked, bringing her other hand up to his big, dangling balls. Gently squeezing and pulling on his gonads, she coaxed them to give up more of his life-filled syrup. Then as his cock exploded inside her mouth yet again, he knew he had to cum inside of her pussy. He had to go back to the place he had come from. He had to return to her womb. He had to be reborn again.

Groaning, he struggled up, gently pushing her up and away from his jutting maleness.

"What, what's wrong, Baby," his mother muttered, feeling him push her away from his huge, thick cock, "did I hurt you?"

"God, No," he groaned, pushing her down onto her back, "I want to cum inside of you."

"Oh, Oh, Yes, Baby, Please," she blubbered impatiently, "Oh, Yes, Cum inside Mommy."

Scrambling over her and up between her widespread legs, he could feel his hard, thick cock bounding up and down threateningly.

As he stood over her on his hands and knees, he felt her hand find his hardness again. Grasping it, she roughly guided it down to the wet, waiting wound between her legs.

Feverishly fitting the great bulbous head of his cock into her burning socket, she thrust herself up at him.

"Oh, Fuck," he cursed, feeling the fiery heat of her vagina envelop the head of his penis.

Groaning with pleasure, he thrust himself down into her hot, sucking womanhood.

He had never felt such power or pleasure. He had never felt so dominant.

He was inside of his mother. Inside the boiling caldron of his beginning.

Inside the forbidden cavern of motherhood. He had returned to the womb that had nourished him and gave him life. Now he was buried up to the hilt in the hot, sucking tightness of her most sacred of sacred of places about to give her another life.

The passion that was coursing through him paralyzed him momentarily. Then as a great wave of pleasure washed over him, he felt another eruption growing inside his aching balls. He had returned to the flaming depths where he had been conceived. Now he felt an overpowering urgency to fill that hallowed place with his own potent seeds. To replenish and reproduce himself inside of her.

Then he felt the satin sheath of her vagina tighten around his cock.

"Oh, Baby, I'm coming," his mother gasped and he felt her pussy began to undulate spasmodically.

He couldn't hold back any longer. He grunted and thrust himself as deep as he could into her scorching love-gash. Just as he did, his cock lurched wildly and spurted out another malignant stream of thick, gummy cream into the sacred place of his birth.

As his cock spewed out corrupt load of semen, he held himself shoved down inside her sucking, pulling cunt. As he thrust himself into his mother's groin, he felt her long, sharp fingernails dig deep into his ass.

"Oh, My, God, Baby," she groaned as she pulled him down into her deeper and deeper.

Again and again, his big cock shuddered and fired, sending gusher after gusher of his hot, thick semen into her. She accepted him totally, her hungry cunt. ravenously consuming his potent hoard of cum.

At last, he felt his balls empty themselves of the last gob of stockpiled cum.

"Oh, God, Mother," he whispered, kissing her cheek, "was that as good for you as it was for me?"

"I've never been so fulfilled," she murmured, "never been so pleased. I'm so proud of you."

As he heard her praising him, he realized that he was still hard. Slowly, he began to saw his swollen maleness in and out of her pussy.

"Oh, My Baby," she cooed softly, "that feels so good."

In and out went his cock as the train swayed and vibrated in rhythm with their love making. Inside their own world of pleasure and wickedness, they ignored the world as it sped by outside their window. Time slowed for them and seemed to stop as they made love.

Finally, drenched in sweat and nearing exhaustion, Billy felt his balls tightening once again in pre-ejaculatory anticipation.

Then, just as he felt his scrotum erupt in fire as a great gusher of cum spewed through it, his mother's pussy collapsed down onto his cock.

"Oh, Fuck, I'm cumming again," she growled out. "I Love it."

"Fuck, I'm cumming tooooooooo," he groaned thrusting himself deep into her and releasing another powerful stream of semen into her cunt.

Their bodies locked together in incestuous union as they tried to become one. Billy had never felt such love and need for another person in his whole life. His life had been meaningless until now. Now he had someone to live for. Someone to truly love. Someone to love totally, completely with reservation. He was hers to do with as she saw fit. He was no longer her son. He was now her love slave.

At last, his cock stopped erupting inside of her.

Slowly, he eased his slowly shrinking manhood back out of the satiny sheath of her vagina.

"Oh, Mother, I've never felt so much in love," he muttered, rolling off her and snuggling up next to her. "I love you more than life."

"I feel the same way my love," she cooed, covering his face with soft, wet kisses. "I don't know if I can ever let you leave me again?"

"I never want to," he cried, "I want to be yours forever and ever."

Neither of them knew what the future held for them. But Billy knew that his whole life had changed during the past few hours. He would never be the same again. He had been twice born inside of his mother's pussy. Now he was just beginning his new life with his mother. He wanted her by his side as a lover, friend, and mother. Life was wonderful.

Version 2 - The Storm

Billy watched the train coast into the station. Glancing down at his watch, he saw that it was already four o'clock in the afternoon. He had been waiting for the train almost an hour.

The smell of diesel and hot metal washed over him as the train slowly inched down the track. Looking down the line of dirty silver cars, he saw a very buxom lady frantically waving in his direction. His eyes locked on her breasts as they jiggled and threatened to spill out of her dress at any moment. As the train drew closer, he was finally able to tear his eyes away from lady's breasts and he realized that it was his mother. Embarrassed that he had been ogling his mother's breasts, he grinned foolishly and waved back at her.

Watching her lean farther and farther out the window, he picked up his suitcase and trotted down the platform toward her. He hoped she wouldn't fall out on her head before he got to her.

"Hi, Mom," he puffed, arriving under her window.

Setting his bag down, he reached up and tried to push her back into the train.

"Oh, My Little Baby, I'm so happy to see you," she bubbled, pushing his hands away and leaning down to give him a wet, slobbery kiss.

"I'm happy to see you too," he grinned up at her, "but, you'd better watch out or you'll fall out of the train."

She was now leaning out the window so far her dress had fallen open revealing a great deal of her big, soft white breasts. He tried not to look at them, but the temptation was too great. As his eyes dipped down to the swollen mountains of soft pink flesh, he felt himself blush. Despite his embarrassment, he couldn't help noticing how beautiful and full they were as he peered down her dress.

"You'd better stop leaning out so far or you'll fall," he repeated himself, trying to push her back up and remove the temptation.

"I was just so excited to see you," she laughed, slowly letting him push her back.

"Hurry up, Baby and get on board. I can't wait to give you a great big hug," she gushed.

Picking up his bag, he hurried over to the door and started to open it. As he did, the door suddenly opened and he was greeted by the conductor.

"Right this way, Sir," the conductor said, taking his bag and leading Billy down the hallway.

Then Billy smiled as he saw his mother standing in the doorway waiting for him.

"Oh, My Honey," she blurted out, grabbing him and giving him a big hug, "finally."

The smell of his mother's intoxicating perfume and the lingering fragrance of alcohol on her breath greeted him as he took her into his arms. Hugging her back, he felt her big, soft breasts flatten out against his chest. His mother hadn't changed a bit, he thought. She was still a very affectionate woman.

"Put his bag in the next compartment, please," he heard her tell the conductor as she finally stepped back away from him.

"Come on inside," she told him, taking his hand and pulling him inside, "I have so much to tell you."