I was getting sick of this shit! I had just turned 16 a month ago, and was still a virgin. I was a good looking kid, and I worked out a lot so I had a good body, but I was so shy with girls I could never get anywhere.

Once again this Friday night, I struck out. I didn't have the balls to ask a girl out, so I went with some of my buddies to a house party a girl at school was having. Her parents were out of town for the weekend. There was a lot of food, booze, and loud music. And a lot of girls.

I actually was doing all right for a while. I ended up talking with Cathy Alvarez, a nice looking but plain girl who was in my Advanced Biology class. Cathy was one of the smartest kids in the school, and was considered a "nerd" by just about everybody. She never dated, never even showed any interest in boys, so I was surprised to see her at the party. Cathy's personality was almost identical to mine. She was terribly shy around members of the opposite sex. But we knew each other from working together on a biology project, and I think we were both happy to have someone we could talk to without any pressure. We talked for a long time.

After probably two hours of talking, we danced. Cathy told me it was the first time (except dance lessons) that she had ever danced with a boy. I was surprised to feel some really nice breasts rubbing against me (Cathy's loose, conservative clothes kept her charms well- concealed), and even more surprised to see a mischievous smile on Cathy's face as she watched my reactions.

By this time Cathy had sipped two small glasses of white wine, and I guess that loosened her up a bit. Being a major stud, I had guzzled four beers, which was three more than I had ever had at one time - so I was buzzed. We continued dancing to slow songs, and there was a good bit of intentional rubbing going on. Finally, Cathy asked me if I had ever had sex. I said yes, of course, being a major beer-drinking, beer- talking stud and all. Cathy said she never had, but had been thinking about it a lot. She candidly said she liked rubbing her breasts and crotch against me, and if sex felt anything like that, it must be fun. I assured her it was wonderful.

Now, the party had been going on for a while, and a kind of a drill was evolving. Couples would wander upstairs to the bedrooms. When they returned, the boys would get high-fives from their friends, and the girls would run off in a giggling herd with their friends. There were probably 200 kids at the party, so the bedrooms stayed full.

I guess every school has a slut and ours was Nancy MacNamara. Some girls get a slutty reputation they don't deserve and spend years trying to live it down. Nancy got hers by sucking and fucking anybody who asked, and spent years living up to it. Nancy just loved sex, and didn't care who knew it. Well, Nancy was pretty drunk, and next thing you know, disappointed that all the bedrooms were full, she starts blowing one of the football players right on the dance floor! Just dropped to her knees, whipped out his disappointingly small cock, and started sucking.

Cathy took one look at that display and asked me what Nancy was doing. When I told her oral sex, she asked if I had ever done that. Of course I had, I lied. And did I like it? Goddamn right I liked it...it was awesome! Cathy looked around the room, got a troubled look on her face, said Nancy was disgusting and it was time for her to leave. She bolted out the door before I realized what was going on. I was left alone on the dance floor with a raging hardon in my pants.

I spent the rest of the evening drinking beer (I lost count at seven) and watching Nancy MacNamara disappear into bedrooms, dining rooms, anywhere that was available, with an endless series of high school jocks. Nancy was a one-woman sucky-fucky orgy.

Nancy would have fucked me in a heartbeat, especially if she had seen how big and hard my dick was. I have a little under 8 inches, and it was like a rock all night. But I couldn't get near her because all the jocks were hanging around waiting their turns...and also because I had a big dick, but little, bitty pussy-balls - I didn't have the nerve to approach Nancy MacNamara, especially at a party in front of my friends.

So I just watched, and drank...and ached.

When I got so drunk I couldn't walk, my buddy Terry decided it was time to go. I protested that I was gonna get laid tonight, just as soon as Nancy was available, but Terry had better sense. He poured me into his car and drove me home. I later learned that I gave Terry shit all the way home for dragging me away from my fantasy date with destiny.

Somehow we made it home and up my front steps without any disasters, but getting through the front door was another matter. Terry was trying to hold me up straight enough that I wouldn't fall while he unlocked the front door with my key. Once we got the door opened, I leaned against it, slamming the door into the wall, and then slipping down to a sitting position on the floor.

Terry was trying to lift me back to a standing position, and I was babbling something about tits, blow jobs and pussy, when we heard a shuffling in the hallway. There in the hallway, wearing a pink robe over her nightgown was my Mother.

"Well, well...what have we here?" Mom asked. "Looks like the blind leading the blind."

Terry mumbled some apology, but Mom was just laughing at both of us. Terry tried again to get me to my feet, but he's about four inches shorter than me and 40 pounds lighter, and he just wasn't strong enough. Finally, after letting us struggle for a couple of minutes, Mom came over and helped Terry get me up and over to the couch. I'm not sure if it was the beer, or the dancing with Cathy, or what, but even as drunk as I was I immediately noticed the wonderful feeling of my Mom's breast pressing into my arm as she supported me.

Terry made moves to leave, but Mom was not about to let him. She asked him a lot of silly questions to see how drunk he was, and then insisted that he stay for a cup of coffee to sober up. Finally, after two cups of coffee, she let him leave. She made him promise to call when he got home so we would know he arrived safely.

As I sat in a stupor on the couch, I continued to babble about tits, blowjobs and pussy. It was just incoherent nonsense. Mom checked me out to be sure I was not in any medical danger (Oh, I forgot to tell you, Mom is an RN and works as an emergency room nurse) while we waited for Terry's call. He eventually called, and we were relieved.

Mom considered trying to wrestle me to my bed upstairs, but decided against it. I could sleep on the couch. Mom asked me about the party, and being a big-time beer-drinking stud, I stupidly told her the whole damn story.

She was glad to hear of the good time I had with Cathy. I was destroyed, because I figured Cathy had fled in terror of the pervert she had been dancing with. Mom said that was probably not true - she thought Cathy saw a situation getting out of hand and had sense enough to just walk away from it. She said I would know a lot better what Cathy's attitude was when I saw her in school on Monday. And she suggested that if Cathy had been offended by my bragging, to tell her truthfully that I had lied to impress her and that Nancy's sluttiness didn't have anything to do with she and I. As always, my wonderful and beautiful Mother, my best friend, had given me good advice.

Mom didn't believe all of my story about Nancy MacNamara, though. She was convinced that Nancy was just making out with people, and didn't believe the blowjob-on-the-dancefloor story for a minute. That got me pissed, and I told her loudly that I saw her take the jock's skimpy little dick out of his pants and suck it. In my still-drunken stupor, I fumed about the fact that my cock was probably three times the size of his and I couldn't even get a date, much less a blowjob. Then, overwhelmed by the lost opportunity for my first score, and humiliated that Mom didn't believe me about the blowjob incident, I began to cry.

Mom hugged me and comforted me for a few minutes, and finally calmed me down. Again I felt her ample breasts rub against me as she held her silly little boy.

After a few minutes, she asked me if I could stand up. I was able to stand with her help, and we began to try to make our way to the downstairs bathroom. We made it that far, and Mom insisted that I go to the bathroom, so I wouldn't have an accident during the night. It was just like I was two years old again.

Mom had to come into the bathroom and steady me as I took a leak. We had trouble with my zipper and it was impossible to get my dick out of my pants, so she just undid my jeans and let them drop to the floor. Still in a fog, I just pulled my boxers down and let them drop around my ankles, too.

"Ooooo, Alex!" Mom marveled. "I see what you mean...you DO have a very big penis. Very lovely. I'm proud of you!"

"Aw Mom!" I was very embarrassed. But it was a little exciting, too, having my cock complimented by a woman. And a very pretty, voluptuous woman, too.

Mom was 37 years old at this time, but much better looking than most 20 year- olds, incredibly hot, with a very pretty face and a perfect 36D- 24-37 figure. She was full, and rounded, and tight in all the right places. Of course, I couldn't see much of that beauty now, partially because of my drunken state, but mostly because Mom was keeping it covered up.

"Listen Alex, don't be embarrassed. I may be your mother, but I'm a woman too. I know a beautiful cock when I see one, and that is one beautiful cock. To tell you the truth, it's bigger than your father's."

I already knew that, I had been comparing myself to Dad for years. His was about six and a half inches, and not as thick as mine either. Dad had an adequate, average dick.

"Yeah, maybe...but it's useless!" I moaned. "It just hangs there useless! No girl is ever going to see it if I don't get over my fear of girls, and I wouldn't know what to do with it if I had a chance!"

"Oh, I'm sure you would know what to do, Alex." Mom replied. "And when somebody does finally see it, you are going to have girls all over you!"

"I don't think so, Mom. I know it's not the end of the world. I know I'll grow up normal and happy, but right now I'm just so insecure and horny all the time. I know I'll be okay someday, but I wish I could get over this fear!"

"What are you afraid of, Alex?" Mom asked.

"Not being able to, you know, do it." I answered. "I mean I'm sure I could figure out where to stick it, but I don't know how to do it right. You know, a slut like Nancy would just be all hot over the size of my dick, and I wouldn't go with somebody like her anyway. But, if I was with a nice girl like Cathy, I would want it to be good for her. I would want it to make her happy. I don't know much about sex, Mom, but I know it takes more than a big dick to make a woman happy."

"Yes, that is certainly true," Mom was thoughtful, but then started to tease me to lighten the moment. "But are you calling me a slut because I'm 'all hot over the size of your dick'?"

"Oh Mom! You're not hot over the size of my dick!"

"Oh yes I am, Alex. That is a gorgeous dick, and it does arouse me to see it. It especially makes me hot to see it getting harder now as we talk about it. I may be your mother, but you really are making me hot."

"How can you tell if you're getting hot, Mom? Obviously, you don't get hard. How does a woman know?"

"Several ways. First of all, we do get hard, but it's our nipples that get hard first. Mine are hard as rocks right now."

"Let me see them, Mom...please?"

"No Alex. You'll have to take my word for it."

"Aw shit, Mom, that's not fair. I know I'm drunk, but you're taking advantage of the situation! You're looking at me, and talking to me to get me aroused, but you won't let me look at you."

"Do you really want to look at me, Alex? Do you really want to see my tits?"

"Oh Yeah Mom! I'd love to see your tits. I think about them all the time!"

"Do you really? And when do you think about my tits, Alex? When you masturbate?"

"Aw Mom, c'mon...stop it." Now I was really embarrassed.

"Hey stud, you started it!" Mom laughed. "Is that true, though? Do you think about your old Mom's tits when you masturbate?"

"Well...sometimes, yeah. I'm sorry, Mom." I was still embarrassed.

"Alex! That is nothing to be sorry for. It is the nicest compliment you can pay a woman. I'm very flattered...and it has made me even more aroused! God, I'd like to see that!"

And then, very slowly, closely watching my reaction, Mom reached over and locked the bathroom door and slowly pulled her robe open. I could clearly see the erect nipples through the thin nightgown.

"See, Alex? See what you've done to your horny old mother?"

"Mom you're not old, and you can't be horny."

"Well maybe not old, not just yet...but I am definitely horny, Alex. Your Dad and I have an okay sex life, but I just never seem to get enough. And, when people have been married a long time, you get in kind of a rut -- just doing it to get it over with so the other person won't complain too much. You don't do the really fun stuff anymore, the spontaneous stuff. I probably masturbate as much as you do, my horny son! And, after tonight, I'll have something new to think about when I touch myself."

"Will you be thinking about me, Mom?" I asked incredulously.

"Oh yeah! You bet I will! I'll be thinking about the most beautiful cock I have ever seen, hanging from my handsome young son. I'll be thinking about a lot of things, Alex. A lot of things I'd like to do with that gorgeous cock of yours."

As Mom said that, she began pulling her negligee down away from her tits, so I could get a full, bare view of them. They were the most beautiful tits I had ever seen! They were beautifully full, with large dark-tan areolae, and rock-hard nipples that looked like pencil erasers. As Mom rubbed her hand over her nipples, they got even harder and jutted out more. The other thing I noticed was that Mom's breasts were rising and falling with a fairly rapid pace. She was breathing hard!

As I watched this incredible display, I very slowly began to stroke my cock. In my drunken state, I didn't even notice it at first, but when I saw Mom's eyes widen and her nostrils flare I looked around to see what she was so excited about and realized that she was staring right at my cock as I stroked it. I stopped in shock at what I had done.