Josh's hand slipped lightly up and down the shaft of his seven-inch cock and, while squinting his eyes so they appeared to be closed, he watched a naked form appear in the hallway just a few feet from his bedroom door.

The only two people in the house were Josh and his mother, so the naked figure hovering just outside his door had to be his mother, Nicole.

My God! It's working, Josh thought to himself as he watched the nude form of his mother creep down the hall toward his room in the soft light spilling into the hall from the flickering candles on his dresser.

Josh's heart raced at the significance of this. It meant everything he had done the last few days was working. Of course, she wasn't in his room yet. She wasn't in his bed, asking him to make love to her flooded pussy yet... but...

Josh continued stroking his massive cock, but not too seriously. As hot as he was -- hotter now that his mother approached the trap he had set --Josh didn't want to take the chance of having an orgasm before his first serious roll in the sack with his mother, something he was almost sure would happen in the next few minutes if things went right.

Her seeing him stroking his cock was part of the plan. Another part was for her to hear him softly calling out her name. But she had to get closer for that. Patience, he thought. Patience. Just keep stroking. And when she's close enough, start saying her name with lust and love.

Josh watched as she entered, but stopped, in the doorway of his room. She was definitely naked. Light from the candles on his dresser bathed her full and finely shaped breasts, and cascaded down her pretty, poochy little female belly. In her late 30's, her hips had the fullness of maturity, but her muscles were taught, her well-formed ass tight, giving her an ageless appearance that caused more than one man to wonder how old she really was. Perhaps it was her blond hair that made her face look so young, her slightly small but perky, upturned breasts that made her look 30, and those sensuous hips that gave her that "I know what it's all about" look of an older, more sensuous woman. Josh lay in the semi-darkness and drank it all in... his beautiful, blonde mother, naked breasts catching the light, swollen clit poking out of her pouting pussy lips... it made his cock swell another notch. For a moment, he considered stroking harder, spewing a long stream of white-hot cum straight into the air.

As she stood wavering in the door way, Josh mentally patted himself on the back. He hoped this would work. He lit the candles, turned on some soft music, and then he lay in his bed and started stroking his cock, but in such a way that his elbow lightly tap-tap-tapped the wall that separated their bedrooms. If what had just happened between them paid off, she would hear the rhythmic thumps on her wall and come to investigate. Somehow, deep in her subconscious, she would know what was going on, what he was doing. His elbow-thumping would have the same effect as jungle drums calling a lost tribe member, and she would be inexplicably drawn to it.

And, sure enough, here she was, standing naked in the doorway to his bedroom. She lifted herself lightly on tip-toe to better see into the soft haze. Her beautiful legs, muscles taught, caught the candle light as she strained to peer through the soft light where her handsome son lay stroking his cock.

Now, Josh thought to himself. Now is the time to start calling out her name.

"Mmmmm... Ooohhh... aawww... mom... sweet, sweet mom..." Josh sighed, stroking steadily.

Hearing her name caught her unaware, and she momentarily pulled back. Josh watched through his squinted eyes, hoping he hadn't scared her away, hoping she was not aware that he could see her.

"Ooohhh... mom... come to me... come to me, sweet mother... I need your pussy so bad... sooooo baaaad."

Nicole reappeared in the door, paused, and then took several tentative steps toward Josh, and then another hesitant step or two. She crept forward in halting inches and millimeters. It took a full minute to cover the few feet from the doorway to the end of his bed.

"Uunnngh... Mom... oh, where are you when I want you... mmmm..." Josh moaned, closing his eyes to the slimmest of slits. By now, she was so close he couldn't see her face. She was visible as a blurred form from her sweet little nipples down to where her pubic hair started.

Josh eased up on his cock and played with his balls. He massaged his sack with his left hand while absently letting his right hand ride lightly over his cockhead. Careful, he thought. This really feels good. Having the object of his lust standing not more than a couple of feet away added pressure to his already aching balls. God, I'd really like to splat a load right on the ceiling, he thought. But I can't. I have more serious work to do, he smiled to himself.

Carefully, he peered out of the slits in his eyelids. His mother was now at his side. She was leaning forward just enough that he could see her face. It was blurred, but he could make it out as she bent toward him. As she did so, she took a small side side-step, parting her legs, to gain a more stable standing position. Her shapely legs glowed with a halo from the candle light behind her on the dresser, and now, with her legs apart, her blond pussy hair glowed like burning gold. Gingerly, her right hand slid between her legs. Josh knew she was searching for her clit.

"Aawww... mmmph... oh, Mom, where are you... bring me your pussy... bring it to me, pleeeaaaassse" Josh whispered into the dim light that surrounded him, saying it as though he were alone.

And then he saw it... her hand arcing out from her body. It was reaching into that space just above his cock. It stopped about half way there, hovered a moment, and then continued slowly on its journey that within a couple of seconds would bring it in contact with Josh's bulging fuckmeat.

Josh closed his eyes. He knew it was only a matter of seconds before she claimed her prize -- his swollen hot cock -- but he closed his eyes because he truly wanted to be surprised when her gentle hand settled on his burning manhood. He wanted to be able to open his eyes and, even if he weren't SURPRISED, he would be surprised... if by nothing more than when, at last, she -- Nicole... his mother -- took that final step across a boundary some cultures hold as sacrosanct. As he closed his eyes to await those few remaining seconds before her hand closed on his cock -- seconds that would seem like hours -- Josh smiled inwardly, remembering the simple way it all started just a few days ago.

In fact, it was a simple set of phone calls that started it all. Who was it again, Josh wondered, trying to remember who had called. Jenny. Yeah, that's right. Jenny. She called to ask Josh something. He couldn't even remember what it was, but she got it wrong, and called back. Then, she called a third time on another matter. Through it all, Josh's mother, Nicole, had been puttering around the study, but Josh was unaware that she even noticed the three calls until she said something.

"I think that girl has the hots for you, Josh," she said.

"What... ?" Josh barked, jerking his head bolt upright. Hots? This was new... hots... from his mother. She was basically a reserved person. He'd never heard his mother say anything like that before.

"Hots? Wha'd'ya mean, Mom?" Josh asked.

"Well, that's the third time in a few minutes that she's called to talk to you."

"Good grief, Mom... she lost something... has her library card in it... wanted to know if I'd seen it," Josh replied.

"Hmph!" Nicole retorted with mock irony. "Any girl who calls three times in ten minutes has more on her mind that a library card, you handsome devil, you."

Handsome devil? Who, me, Josh thought. Of course, privately, Josh thought himself... well, not bad... handsome, actually, but now his mother saying it made it different somehow.

"Aw, C'mon, Mom."

"Don't 'c'mon' me, Josh. I've had my eye on you. You've become a handsome young man," Nicole said, a definite note of seriousness in her voice. There was something else in her voice, too, but Josh couldn't put his finger on it... a yearning with echoes of the past in it. "Especially during the last semester of school. You've turned you into a man... a really handsome young man," she sighed.

This sudden flow of complimentary words caused Josh to sit up a little straighter, listen a little more closely, even blush a bit. Not that his mother hadn't said nice things about him in the past. She had. She had always been head cheerleader in the Josh-Fan-Club. It was more the tone in her voice, an elusive quality that sent a tingle down his back.

Nicole stopped in the doorway on her way out of the room, turned and said, "... and mighty sexy, too." With that, she gave Josh a big stage-wink, and added, "It's enough to make a mom jealous."

That did it. Little bells and whistles clanged in Josh's head. What was this all about. Mom, jealous. Nawwww... Still, Josh couldn't shake it... that new tone in her voice, a contrived wink, sexy-me, and now she's jealous? Plenty of girls have called me, he thought. True, the calls seemed to become more frequent, but this had been Josh's last year in school. Graduation was last week. There had been a ton of activities in the last month or so, and a ton of phone calls as well.

Still mildly unsettled about his mother, Josh got up and wondered around the study. He stopped and glanced at himself in the mirror above the fireplace. On the mantle were several small framed photos. Several were of his mother and his father, Mat, who had been killed three years earlier in a crossfire during a rebel firefight somewhere in Central America. Josh's father had been a freelance writer/journalist. He always picked trouble spots to report on... for two reasons: He loved the challenge, and it paid more. But, if he loved danger, he also loved his family, and he kept a healthy insurance policy in effect just in case. And then one day, it happened. Mat was behind the berm of a shell crater when a handful of rebels burst over the top shooting anything that moved. That had been three years ago, and thanks to that insurance police, Josh and his mother lived comfortably.

It didn't take Josh long to decide to become a journalist like his father, and he had spent his last three years in high school taking journalism classes and working for the school paper. And, true to his father's tradition of freelancing, Josh had written some freelance articles for his local newspaper.

His work was good enough that he had received a scholarship at Northwestern that fall. Since money wasn't a problem, Josh had decided not to work this summer. He was going to stay home and study, hopefully to get a leg up on his first year in college.

As he went over these things, he absently picked up one of the framed photos and glanced at it. It was a picture of his father with a back pack slung over his shoulder. Several cameras dangled from his neck. He was smiling broadly, squinting into the sun and waving. Suddenly, mat caught his own reflection in the mirror. The way he glanced up at himself, kind of sideways, through narrowed eyes... it was like seeing a younger version of the man in the photo. Suddenly, little explosions started going off in Josh's head. Mom... jealous. Me... dad.

"I wonder... I wonder?" Josh thought.

Josh glanced at the photo and at the mirror again. Could mom be seeing him in me... me in him. And in a flash, a whole new realm of possibility flooded Josh's mind. Until that moment, his mother had been nothing more to him than just a mom... a good looking mom, to be sure. A few of the guys at school had kidded Josh about his hot mom, and a couple who didn't know, asked Josh if she was his girlfriend.

Josh had a hard time keeping his mind on his studies the rest of the afternoon. He'd read a paragraph, and then, minutes later wake up to discover he was involved in a lurid scene in his mind. It usually contained his mother, or her perfume, or her lingerie... something to do with her. A couple of recent event also kept popping into his mind. Like the time several days ago when he dived into the bathroom only to find his mother toweling off from a shower, her lovely back to him, water spots sparkling down her pretty ass like diamonds in the morning sun. Or, a couple of days ago, coming out of his bedroom, which was next to hers, and literally bumping into her in the hall. She was wearing a short, completely see-through little nighty, and her nipples poked through the sheer fabric like pink mulberries.

"... Josh... Josh... ?"

Josh came to. His mother was standing in the doorway, calling to him.

"Where were you?" she smiled.

"Uh... I... uh... thinking, I guess."

"C'mon... dinner's ready," she said, heading for the dining room.

When Josh stood up to follow his mother, he was surprised to learn he had a hard-on, and he had to lag behind while shifting his cock. He wore baggy sport shorts, and a loose-fitting muscle sweater. It was difficult to hide a seven-inch hard-on in clothes like this.

Dinner was uneventful, but Josh found himself taking more interest in his mother than he had in a long time. In the end, Josh found himself doing and saying things his father used to. It was, and wasn't, conscious on his part. It was a little like that joke about telling a child he can have an ice cream cone if he doesn't think about it. Suddenly, all he could think about was his mother.

The scene from the den, as he stood looking at his father's photo and at himself in the mirror, and his mother's more than passing interest in him seemed to be leading Josh down a path of which he was unaware only hours before.

And, frankly, he liked the feeling it gave him... especially between his legs. Was it possible, he wondered. Me? Mom? What is it she's seeing when she looks at me, he wondered. Me? Dad? Maybe the two of us. Maybe just me? I must confess, he told himself, it would be wonderful to fuck mom. She's gotta be horny... and she thinks I'm handsome and sexy. And besides, she's about the sexiest woman I've ever seen.

Josh still carried memories of the actions of his father from several years earlier, and, true to them, when dinner was finished, Josh said to his mother, just as his father used to, "C'mon, I'll race you to see who washes and who dries."

Nicole stopped in mid-motion, as if paralyzed. It lasted only a moment, but the look on her face told Josh all he needed to know. For one brief instant, a look crossed her face. Her eyes became deep and bottomless. Instinctively, she wet her lips so they glistened in the evening light. Something... something was on her mind.

As they chatted away while doing their few dishes, Josh made sure he touched his mother whenever possible. By standing on one leg, he was able to touch her hip with his. He'd seen his dad do that, too. When Josh's cock started to harden at the thought of what was going on, he wondered if this had happened to his dad, too. It was okay if it had, but what was he going to do if it got worse, if it got really hard. Through sheer force of will, Josh managed to keep it half-hard. Still, he got the impression his mother noticed the bulge in his shorts once when she turned and took a dish from him.

When they were finished, Josh excused himself, saying he needed to study some more. Then, before leaving the kitchen, he flung an arm around his mother's shoulders and pulled her toward him and said -- as his father used to do -- "Great job, old skate." Again, Nicole's knees seemed to go weak. Josh really hadn't planned to do that, but he was glad he did when he saw the result.

Back in the den, Josh tried to study, but as the night wore on, he was beset with a wild range of mixed feelings. What was he up to? What was happening in his head... in his mother's head? Was it fair... to him... to her. And if it came to pass, what would be the end result? Would they grow to hate each other? Josh knew he couldn't stand that. His mother meant too much to him. Finally, he put his books away. It was past 10:30. He had seen his mother heading for bed a half hour earlier. He was worn out. He knew nothing he had read that evening had stuck. Ultimately, he thought, I have to stop thinking about this. That's what I'll do. Stop thinking about it. I'll forget about this, get a good night's sleep, and start with clean in the morning.

Happy with is decision, Josh padded in stocking feet down the hall toward his bedroom, relieved that he had given up his lustful thoughts about his mother. She was a good looking woman, to be sure. And sexier than the average 20-year-old, to be sure. But... nawwwww... not mom... mot me and...

That's when Josh heard it. At first, it sounded like a child's cry. Then, it sounded like someone trying to stifle a cough. So many different sounds he couldn't decide what he was hearing. He stopped about halfway down the hall, and cocked his head, trying to identify the direction of the sounds. He held his breath and listened.

"Mmmmmmm... sigh... Ooohhhh..."

What the... ??? Josh wondered.

He listened again. It was a choking -- kind of a clearing-your-throat sound, and it was coming from his mother's room. No question about it. Suddenly, Josh was worried. She had gone to bed a little early. Maybe she wasn't feeling well, and now, she was sick, perhaps choking in her sleep.

In three strides, Josh was at her door, pushing it open. He stepped into her room and was about to call to her when he stopped in his tracks. Illumination from the yard light streamed through the window, casting light into the room. And, there, in the glow of the light, in the middle of the bed was Nicole, Josh's beautiful mother, naked, lying on her back, knees up, legs wide, shoving a large, pink dildo in and out of her puffy pussy lips. She stroked the dildo with her right hand, while her left hand massaged her swollen breasts and tweaked her nipples. Her head was thrown back, while her pussy and hips thrust upward, grinding into the dildo. Nicole brought her left hand down and began massaging her clit in up and down strokes.

"Ungghh... ooohhhh yeeesss... fuucckk mmeee... oh, baaabbbyyy," she moaned, driving the dildo in, and pulling it out so fast it made little slurping noises as it slipped between her pussy lips.

Josh blinked hard. What a sight. Not that he had never seen a woman doing her thing. In fact, he had seen his mother's pussy, briefly, a couple of times, especially in the last few days. A pussy wasn't new to him. After all, some of the girls he went to school with... well, you know... but this was his mother's pussy, and it was wet, and slurpy and slippery, and that big thing kept disappearing deep into her steaming fuck tunnel.

"Ohhh... baby... I want it, I waaannntt iiit," his mother moaned, rolling her head from side to side. She rubbed her clit so fast it made little slap-snap-snipple sounds.

Baby? Who was she talking about, Josh wondered. But he knew he didn't have time to stand there and puzzle over who his mother was thinking about just then. He had to get out of there. He had to leave for several reasons. First, he felt quite out of place standing there watching his mother writhe in sexual lust while she stretched her pussy lips until her clitty stood as erect as Josh's cock was starting to do. Which was the second reason he had to get out of there. He had a hard-on unlike any he'd had before. It was all he could do to keep from ripping off his shorts and jumping his beautiful mother. He knew that if she were any other woman, his seven -- no make that seven and a half -- inch cock would be deep in her pussy.

More than that, though, Josh just plain felt terribly out of place. Well, not really. He knew the place he wanted to be. In HER! But not like this. He had to get out of there. Slowly, he began backing up, trying with all his might to remember exactly where everything was in her room. With a little luck, he could back out of the room and she would never know.

Josh was moving backward in safe little steps, but he couldn't tear his eyes off his mother as her shapely breasts heaved higher and higher into the night, and her hips thrust upward, then pulled down sharply as the slurping, snick-snack noises of her fingers as they flew across her clit.

"Mmmmmm... ooooohhhhh" she moaned. Then, in fast little grunts "... ah, ah, ah..."

They came faster, and Josh knew that any moment, her climax would take over, that she would thrash and flail her lust-crazed body. Now was the time to escape, he thought. Quickly and without looking, he took one, and then another big backward step and turned to go. But he miscalculated. When he turned, he came sharply abreast of her dresser, which stood just to the side of her bedroom door. It slammed backward against the wall. All those girl-things on the top of it rattled and skittered like marbles bouncing on a hardwood floor.

"Umph!" Josh muttered. "Damn... !" he hissed silently.

Suddenly, everything went quiet. The skittering on top of the dresser stopped. Nicole's moaning stopped. Josh's silent cursing stopped. Utter silence. Slowly, Josh turned his head. His mother lay frozen on the bed, her hand still clutching the dildo buried deep in her dripping pussy.

"Who is it... ???" Nicole called into the twilight. "... who's there?" she asked.

Before Josh could answer, Nicole sprung to a sitting position, the dildo still deep in her pussy.

"Josh? My God! Josh, is that you?"

Josh tried twice before he managed to squeak, "Yeah... it's me, Mom."

Instinctively, Nicole grabbed the sheet and pulled it over her. But she got the corner, and it covered mostly one arm and a shoulder. Somehow, it made Nicole feel better and she sat up a little straighter, and adopted something of a mother-to-son voice, seemingly unaware that her beautiful dildo-stuffed pussy shined out at Josh.

"What in the world are you..."

"Mom," Josh interjected, "I'm sorry. I was on my way to bed and I heard... I heard you... and, well... I thought you were... hurt, maybe."

It was one of those Oriental moments when both sides need to find a way to save face. Never mind Nicole's body glistening with glossy sexual perspiration, a huge dildo sticking out of her pussy, pointed straight at Josh. Never mind the huge woody Josh sported, his rigid cock straight out in front of him like the lance of a knight doing battle in the lists.

About that time, Nicole, looking at Josh in silhouette, noticed something not quite right about his clothing. "Josh," she sad sincerely, "what do you have in your pocket...?"

"Uhh... Mom... I... don't..." Josh stammered, turning toward his mother, crossing his hands in front of his cock-tented shorts.

Nicole leaned forward, peering into the half light, trying to make out what it was about Josh's clothes that made them look so... funny. Suddenly, her breath caught. She knew exactly what was under there and where it came from.

"Josh! You have a... a hard-on," Nicole blurted out. "Don't you... don't you?

"I... I... guess... I do..." Josh stammered. It was such an odd moment for him. In one instant, his fantasy was almost coming true, and at the same moment, he was terribly embarrassed and uncertain. Here he stood, in front of an exquisitely built and obviously horny, under-serviced woman, with a hard-on that looked like it would last well into the next century. Josh tried jiggling up and down in minuscule little jiggles, hoping his shorts would somehow billow, would somehow flair or settle and hide his ragingly hard cock. When that didn't work, he quickly tugged at the waistband. Much to his horror, just the opposite happened. When he pulled the elastic, he somehow tugged in an upward motion. The leg of his shorts just kind of popped up, looping over the head of his cock, which made it peek out from under the fabric. It pointed directly at Nicole.

Once again, her mouth fell slack. Absently she licked her lips... again... for the second time that day. Staring back at her from beneath her son's shorts was a fat and very hard cockhead. My God, she thought, how wonderful that would feel in my pussy instead of... , and she quit... slammed shut her mind.

"Uh, Josh... why don't you go on to bed now. We'll... we'll... " and she let her words trail off.

"Okay, Mom. Yeah. Good idea... g'night," he babbled. Wheeling on one foot, he was out of the room in one and a half strides. In another three strides, he was standing in his bedroom in the dark, his cock fairly bursting in it's skin, It felt like a ball-park frank roasted until the skin starts to split.

Josh ripped off his shorts and baggy shirt and threw himself stomach-first onto his bed, near breaking his hard-on in the process. He quickly rolled over and started massaging his cock. It was so big it actually hurt. He thought about getting up and closing his door, but then he thought, "What the hell... she didn't... why should I."

He lay there in the dark, stroking his cock. The vision of his mother with that dildo racing in and out of her pussy glowed in his mind like the old comic book Batman light signal beaming out into the night. He couldn't shake that vision. God, his mom was hot. Her pussy lips, even in the dim light were so puffy, so fat, so juicy. And those sweet, pink little inner lips sucking the dildo, hanging onto it as it slid out, and folding under, following it into her juicy tunnel. Pumping his cock harder, Josh caught a whiff of his mother's pussy and perfume that lingered in his nasal cavity. It mixed with the slightly earthy smell of the pre-cum that oozed from the large, purple head of his bouncing cock. Josh felt his orgasm approach, and purposely slowed his pumping action. He just could not get rid of the vision of his mother fucking herself with that dildo, of her fingers flying up and down her slit. He decided to slow down and enjoy it as long as it wanted to replay itself in his mind. He gathered pre-cum from his oozing cockhead and lubricated the splitting shaft of his cock. In his mind, his hand became his mother's vagina and he let the warmth from the friction carry him forward. Stroke by stroke, he came closer and closer to the scene unfolding in his mind: His mother, his very own hot, sexy mother begging him to touch her, to stroke her dripping pussy, to lick and suck all the juice from her dripping slit, and to finally slip his cock into that gooey slit, the very same cock that had come out of that opening 17 years earlier. Josh slowed his pumping. His stomach was tense, his balls were drawn up so tight they hurt. He needed to explode, but still he held off. One more time... one more time he wanted to replay all this in his mind, and as he did so, and as he realized he could no longer hold off the giant load of cum that was surging through the hidden channels in his body, he also realized one more thing: No longer did he feel odd or nervous about wanting the woman who lay only a few feet from him, separated by that thin wall. As his cum, propelled by a giant blast furnace deep in his belly, rose and spit upward like a rocket, Josh knew that he was going to have her for his own... and SOON! And, as the final ounce of cum drained from his pulsing cock, Josh knew that as soon as the sun rose in the morning, he find a way, a plan that would get his cock into his mother's sweet pussy.

The only thing Josh could think of the next morning when he awoke was what he called the direct approach. "Hell," he thought, "I'll just ask... more or less." The more he thought, the more he liked the idea, with a couple of minor changes. He wouldn't come right out and ask, but he'd come close to. The morning after would be a good time to bring it up. Don't wait until it's an old has-been event. Surely, he thought, it must be fresh on her mind, too.

Josh slipped on his shorts and headed down the hall. He found his mother at the kitchen sink, doing dishes.

"Mornin' Mom," he said, walking past her. He flopped into a chair at a small table in the sunny end of the room.

"... Josh." she replied, not turning around.

He couldn't tell what her first word was. She must still be embarrassed about last night, the thought. Somehow, feeling that she was embarrassed made Josh feel a bit more sure of himself, like he had an advantage, even it was a small one.

Josh got up and got himself a cup of coffee and flopped down again. He noisily stirred in sugar, thinking she might turn to see what he was doing. She kept her head down, working at the sink.

At last, Josh said, "Mother, I think we should talk."

She kept on working, but said, 'Looks like it's going to be a lovely day."

"Mother..." Josh said, adding a note of insistence in his tone.

Nicole stopped dead still. Her shoulders drooped. My god, Josh thought, she's crying. Josh crossed the room in a few big steps. He flew up behind his mother and put his arms around her from behind. Instantly, he became aware that his frontal area was pressed firmly into her soft, shapely ass. But that didn't seem to matter just then.

"Mom," he said softly and with deep concern, "we need to talk about this. C'mon, sit down."

Josh guided her to the table. He got her a cup of coffee and sat across from her in such a way that he could drink in her figure, which was clad in a simple cotton robe that revealed her shape here and there as the sun from the windows behind her lit her from the rear. She sat forward, elbows on the table, forehead on the back of her hands, not looking at Josh.