In the early 1980's, Mom decided to get into the fitness craze. She started aerobics and jazzercise while I was at college. I came to visit her one summer - my junior year. I had just turned 21, and I'm ashamed to admit that my formerly flat belly was slowly becoming a fledgling beer-belly. But, as Mom always said - All men are pregnant with an elephant, but only the trunk shows.

When I last saw Mom, she was getting a little dumpy, her body was starting to sag, and her butt was migrating south. I didn't feel too bad about my lack of shape, since I figured she'd be about the same. Boy, was I wrong.

I knocked on the door, and a slim woman I hardly recognized rushed into my arms and gave me a great hug. "Welcome home, Son. Recognize your old Ma?"

It took a moment. Her breasts had lost their sag, and a little of their size, and were now firmly jutting out from her chest. Her blouse was unbuttoned enough to show some flesh, and although her breasts didn't look like two watermelons on a downhill race, they were still enough to hold my gaze.

Mom's belly had flattened - she still had a little bulge, but who at 41 doesn't? Mom did a quick turn, and I would have sworn she had a butt-tuck. Her stretch pants clung to a perfect ass. Just ripe for squeezing. I grabbed Mom and pulled her in for a closer, tighter hug...actually just trying to feel her breasts against my chest.

Mom held the hug a moment, then stepped back. She patted my belly. "Looks like someone here could use a little more exercise...you're looking more run down than your old Mom."

"Nah, you're not that old," I complimented.

Mom kissed me on the cheek. "You always did have a silver tongue, but I think we need to get you into shape."

"Later," I said, carrying my bags to my old room. I picked up the phone to call some old friends, but they were all out of town for the summer. It was going to be a dull one, I knew that for sure. I lay back on the bed and rested from the 20 hour drive from college to Mom's. I was nearly asleep when Mom tapped on the door.

"Yeah," I mumbled.

"Time to work out...put your shorts on," Mom called.

"I don't know...I'm pretty tired," I replied, hoping she'd leave me alone.

"C'mon, it will help you sleep tonight," Mom said, entering the room.

If anything was going to wake me, it was the sight of her standing there. Mom was wearing a one-piece leotard, all slick and shiny. I molded to her curves. Her nipples made small circlets at the center of where her breasts bulged. Her legs were in tights, also smooth and slick. The top was a light pink, and the legs yellow. My eyes were drawn to her crotch, were I could almost swear I could see her mound pressing against the material.

I tried to sound disinterested. "OK, if you insist." My mouth wanted to form the word incest, instead of insist, as all the fantasies of my teenage years re-surfaced. Fortunately, Mom left before she could notice the quick-rising bulge in my jeans.

I closed the door, stripped, and dug out my shorts. I tried to find the tightest pair of underwear, so that my cock wouldn't slip out accidently. I covered these with the baggiest trunks I could find. Mom would flip if she knew her own son got a raging hard-on for her.

I went out into the living room, and Mom was putting a tape in the VCR. Our TV was fairly small, and in those days, VCR's weren't nearly as nice as they are now. I stood behind Mom, mesmerized by her ass as she bent over, fidgeting with the VCR. I had to clasp my hands to keep from reaching forward and kneading her soft globes. Now I knew why I was always turned on by older women.

Mom stepped back and made room beside her for me. "I think I'd better stand behind, Mom. That way I can watch how you do the workouts...and clumsy me won't be bumping into you."

Mom agreed and started the tape. I was in heaven. Watching Mom bend over, squeeze her butt, jiggle her breasts. My favorite was when she did a partial splits, leaned forward with her hands on the floor, and did a sort-of combination pushup and hip thrust. She would lower her chest to the floor, then arch her hips back. It looked painful, but the view was intense.

It was quite difficult to maximize viewing and still trying to work out. I did get a full workout, eyes and body, and by the end, I could barely find the energy to flop on the couch. Lazlo, though, was still pretty stiff.

Mom looked down at me and grinned. "Looks like sonny-boy is more out-of shape than his old Ma."

I wanted to offer to give her a different work out, but I was too exhausted to do anything. Besides, I had to plan.

I was going to be staying with Mom for 3 months, so I figured a month to seduce her, then two direct months of pleasure, and years more, too.

For the next two weeks, I worked out with Mom, and while she was at work. I was still young enough to get into better shape fairly quickly. I always stood behind her, and loved the view.

Mom had a variety of outfits she wore. She had many leotards and tights, and she wore different combinations of each. She sometimes would wear tight cotton shorts and a tube-top. The first time she wore it, I could see the sweat stains gather at her crotch. I had to leave the exercising and jack-off in the bathroom that time. Mom was worried, but I just claimed stomach cramps. She even wore a bikini once or twice.

After three weeks, I figured out that the white leotard was her favorite, and by checking the hamper and smelling her wonderful scent, I knew she didn't wear panties while exercising.

After laundry on a Saturday, Mom went to visit Grandma, leaving the house to me. I went into her room, skipped all her lingerie drawers (I knew the inventory by heart from my younger days of wrapping my cock in her soft lingerie and cumming into tissues), I had already checked out her new stuff from the past 3 years, and wrapped them all around my cock while she was at work. I went to her work-out drawer and pulled out her white tights. I took them to the sewing room and gently used her seam-ripper to weaken the crotch. I left enough stitches to hold while she put them on, but I was preparing myself for a great view.

That evening, Mom didn't wear the white, she wore shorts and a half-shirt. In a way, it was to my advantage. Mom stretched a muscle in her lower back halfway through the workout. She collapsed on the floor onto her stomach, moaning. I got some baby-oil from the bathroom and started to rub her exposed back. Even though I was trying to lessen her pain, I was getting really hard from the contact.

My oily hands glided over her bare midriff, feeling the soft, smoothness of her skin. Her pain was mostly at the waistband of the shorts, so I focused there, sliding my fingers a little lower now and then. As Mom began to relax, I spread my massage out. I moved up her back and under the back of her shirt. Mom's back was slick with oil, and my hands grasped her skin. In my mind, I was begging for her to turn over, but she never did. I managed to get my finger along the top of her crack, beneath her shorts, but that was as far as I dared. I think Mom had an idea of how much I was enjoying rubbing her - I was being as sensual as I could, but she never made any mention. Not even of the huge bulge in my pants that her elbow brushed against as she stood.

Mom thanked me for the rub, then went to take some aspirin and soak in the tub. My mind's eye saw her peel the half shirt off, her bra-less breasts swaying free, her sliding the shorts over her hips, her ass sticking out as she bent over to free her feet from them. While Mom was in the bath, I stole into her room, lay on her bed and just rubbed myself on her sheets until I came. I just managed to grab some tissue to shoot on.

Mom didn't exercise the next day, but she did watch me. I have no idea what she was thinking, but with her eyes glued to me, I made sure to give her the best show I could. I squeezed my butt at her, flexed my arms when I could, and generally tried to give her as much a show as she unknowingly gave me every day. I think something happened, because she was flushed pretty red by the end, and she excused herself to her room quickly afterwards.

The next day, Mom wore the white leotard. She didn't have any tights on - by now the July temperature was into the 90's. We started working out, my eyes were glued to Mom's crotch. The seam was slowly splitting throughout the exercises. I could glimpse some brown hairs peeking out during some of the stretches, but not much else. Then we got to the event I was waiting for.

Mom slid her legs apart into the splits. She bent slowly forward, her palms flat on the floor. As she spread her legs further, I saw the seam unravel fully, and a huge hole appeared right at her pussy. I could see that her hair was trimmed close, and her outer lips were full and hanging down a little. Mom thrust her hips up and back, and her lips opened just slightly. The inner pink gave me more of a hardon than I'd ever had.

I started to lean forward, drawn to her. My had moved slowly to my crotch, preparing to free myself and take this opportunity to slide into Mom. At that moment, Mom must have felt that her pussy was exposed, because she reached down to check. When her hand brushed her pussy, my cock jumped. Mom quickly closed her legs, and turned very red. She didn't face me, but I could see her neck and shoulders flush. Mom didn't say anything, but rushed into her room.