I gently tiptoed into my mother's bedroom carrying her breakfast tray. Today was Mothers day and I was going to ensure that she got everything she wanted that was in my power to give. I sat the tray down beside the bed and slowly opened the drapes letting the sun in. The room was instantly bathed in bright sunlight as her bedroom was on the south side of our house. I stood there a few minutes waiting for her to awaken. I didn't want to disturb her sleep. Soon she started to stir. The light of the new day was enough to start her on the road to wakefulness.

"Good morning, Mother," I said gently. "Happy Mother's day. I made you breakfast in bed. Eggs, bacon, coffee and toast. Just the way you like them."

Sitting up in the bed and laying back against the pillows, she took the tray and, starting to eat, said, " This is a surprise. I haven't had breakfast in bed in years. Everything looks delicious. Would you like to share some with me?"

"No, Mother, I had breakfast earlier as I made yours. This is all for you. I hope you like it. Today is your day and I want to do everything you want to do. No matter how hard or difficult. Just a little something to say 'I love you' and appreciate all you have done for me."

It has been three years since my father died in an industrial accident and I knew she still missed him more than she let on to me. They had been so much in love that she went to pieces after the hospital called and informed her that they had tried everything to save him, but he had been damaged too much to have a chance to recover. I don't know what we would have done if it hadn't been for uncle Rick, Dads brother. He came over as soon as he heard and took charge. He handled all the funeral arrangements, legal papers, insurance's and still managed to comfort Mom. He hired a lawyer to investigate the accident and was instrumental in the lawsuit for negligence against the company. They had removed a key safety device from the equipment Dad used and forced him to operate it or be fired. Uncle Rick never took any of the Three Million Dollars they had to pay.

At the funeral, a guy that my Dad had beat up for trying to seduce my Mother once, showed up and tried to make a date with her. When she turned him down, he started to tell everyone that it was no wonder that Rick was so helpful, he probably was sleeping with her. I overheard him tell someone that and went bonkers myself. I was only be nine years old at the time, but nobody said that about my mother. I lit into him, smacking him along side his head.

"That's a lie," I shouted. "My Mom isn't that kind of person."

He hit me with his fist right on my mouth splitting my lip and causing it to bleed.

Rick saw him and ran over. "What the hell do you think your doing?" he asked angrily.

"The little ass hole hit me for no reason at all, " the guy said. "I was just standing here talking, and he freaked out and hit me."

"That's a bunch of bullshit," Rick said. "Little Jeff wouldn't hurt a fly without a damn good reason." Turning towards me, he asked, "What happened?"

"He said you were sleeping with Mom. That's why you were being so helpful to us. I know that's a lie. Nobody tells lies about my Mom," I responded.

As soon as I said that, uncle Rick swung around and laid one on his chin. The guy fell backwards and landed on his ass. "Get out," he shouted. "You couldn't get into her pants so you figure telling lies about her is going to solve your problem. And hitting little kids sure as hell is going to get your ass kicked around here."

The guy just about ran out of the funeral parlor to keep uncle Rick from killing him. I stood there with blood running down my chin from a split lip. Mom came over and gave me a real tight hug as she wiped the blood away from my face. She told me how I was a 'real' man standing up against ass holes like that. I felt about ten feet tall right then. A 'real' man. I guess now that Dad was gone, I was the man of the house. I vowed to always take care of Mom and to do, and give her, everything I could to make her happy.

That was three years ago and now I stood in her bedroom serving her breakfast in bed. I loved my mother. Not the kind of love a son has for the woman that bore him into this world, but the love someone has for a person of the opposite sex.

One day, just a few months ago, I had been walking down the hall toward my room, when I heard moaning coming from Mom's room. Thinking that she might be sick or something, I glanced in and was about to go in and ask her if there was anything I could do for her. What I saw stopped me in my tracks. There was my Mom lying on the bed with nothing on except her bra. She had her fingers stuck in her pussy and was finger fucking herself furiously. All the time she was calling, " Jeff, Jeff, Oh Jeff why did you leave me. I've been so lonely and horny since you've died." At first I thought she was talking about me, then I realized she was talking to my Dad. Or the memory of my Dad. " God I need a man," she continued as she stroked herself. Her other hand went up to her tit and started to pull the nipple out. I would have thought that would hurt. It only seemed to inflame her more. Soon, She was bouncing all around the bed shouting, " Oh God, Jeff, I'm coming. Help me to come. I need your cum to drink. I miss it so. I need your tongue in my pussy driving me crazy with desire. " As I watched her come down off the high caused by her massive orgasm,

I looked down and saw that I had a terrific boner myself. My hand had taken it out of my pants and was stroking it while I watched my Mom. I rushed to my room and proceeded to jack off until I was shooting cum all the way across the room. I hit the wall about half way up. A good ten feet away. I put my dick back in my pants and wiped my jizz off the wall.

This wasn't the first time I had masturbated my cock 'till I shot a good sized load. You can't live with someone without seeing them partially naked from time to time. Every time I saw Mom bending over with her thong underwear on or got a good look down her blouse, I just had to escape to my room and stroke my dick until I shot a load.

As I stood there watching Mom eat her breakfast, I couldn't help seeing that her nightgown had opened to reveal her right breast. I could look all the way in to her nipple. She looked at me and I could sense that my face was turning red at being caught looking at her. She was my Mother and the thoughts I had for her definitely weren't in line with being a son. More like a lover or husband. I had never given any indication that I harbored any sexual thoughts about her, but I think she was beginning to suspect my interest ran more deeply than I let on.

Smiling at me she said coyly, "See anything interesting?"

I blushed a deeper color and stammered, "Nnnno, I'm just watching you eating."

Patting the side of her bed, she whispered, "Come, sit with me. We need to talk."

I reluctantly went over to her side of the bed and sat down. From where I now sat, I could see right down her nightgown. Her nipples were extended about a half inch out and looked as pretty as the picture I had under my mattress of a naked girl having sex with a man.

"Your really grown up now, Jeff," she said, looking at my crotch. My dick was starting to tent my trousers from watching her. "It's been a long, long time since your father died. I know you miss him as much or more than I. You've been a big help to me since that day. I don't know what I would have done these last three years without you. I know you haven't any friends anymore 'cause you rush right home from school to care for me. Every weekend, you work around the house just like your father did, cleaning, painting, mowing lawn and all those other chores. I just wish that there was something I could do for you."

The covers had by now fallen off her legs and her nightgown was open to her waist. I could see the patch of pubic hair between her legs. My cock was now straining at the seams to get out. My mother saw me shift uncomfortably to try to hide my dilemma, and, following my gaze, saw what I was looking at. She reached down and covered herself up saying, " You seem to have a problem, Jeff. You shouldn't be looking at your Mother like that with those thoughts in your head."

"I'm sorry Mom, It's just that I know how much you miss Dad and I've watched you finger yourself and call out his name. I'm sorry that I think your so damn sexy. You're the most beautiful woman I know. Better even than a movie star. I dream about being Dad and satisfying you needs. I've tried to do everything Dad would do, but you need a man, not to replace him, but to give you the sexual release you really need."

"You seem to have thought this all out very carefully. It's strange coming from a twelve year old to be so thoughtful and concerned for someone else's needs. It's hard to believe you're only twelve years old. Confidentially, I've seen you after you take a shower. That piece of meat you have between your legs would make your father proud and a little envious. It looks bigger than his was. If there was only some way we could help each other. I love you too much to let you go on getting horny over me."

As she was saying this, her hand was stroking my thigh. Her fingers were circling higher and higher until she reached the bulge in my pants. Her lips were parted and her tongue was licking them to keep them moist. Her tits were rising and falling with each breath she took. I watched intently. She made no attempt to cover them, preferring to show me what I was missing, I guess.

"God, that must hurt," she said. "Why don't you open your fly and let that monster out. It must be really uncomfortable sitting there like that."