I came along very late in my parents lives. Mom was thirty four and Dad almost forty when I was born, but that didn't stop them from giving me a terrific childhood. We lost Dad when I was thirteen and it took Mom several years to get over his passing.

Now I was eighteen and senior in high school. I had always been bright and all through school had advanced quickly. My last year of school required no special classes other than three just for credits. Photography was one of them as I had always liked taking pictures. I thought it was time to put my hobby to good use and find out how to really do it right.

Right away I could see it wasn't going to be an easy class. Mr. Johnson was the teacher and he expected nothing but the best from everybody. Our first assignment was to shoot two rolls of film of family members. They were to be warm and show the closeness.

I came home and told Mom what I needed and she agreed to be my model. She would dress up real fancy and I took several shots of her that way. Using a tri-pod I was able to get both of us in lots of pictures being close and sometimes hugging like mothers and sons do from time to time.

My pictures were judged to be good, but lacking in depth. Still it was a good start. Next we were to take shots of a more intimate nature, but without exposing any body parts. Mr. Johnson was very progressive with lots of power and nobody on the school board was willing to challenge him. We were told to hire models if we couldn't find a suitable subject at home.

"I don't know, Mom. We don't have the money for a model and I don't know of anybody willing to let me take that kind of pictures."

"Well why not use me?" she asked willingly.

My faced turned beet red at her suggestion. By now Mom was fifty two, but by no means a slouch. She was very pretty and had a great figure, especially her boobs. While I had always liked the way she looked and loved seeing her breasts bouncing beneath whatever kind of clothes she was wearing I had never thought of her in that way before.

"Aw, jeez, Mom. I don't know if I can do it. I mean you're my mother and to take pictures of you looking like that, well..." Inspire of what I was saying I couldn't help but feel excited at the idea and felt myself becoming erect.

"It's alright," she said calmly. "It's not like we were going to have sex or anything. Look, we'll try a few shots and if you still feel uncomfortable then we'll quit."

I finally agreed and she went to her room to change. My fingers trembled with excitement as I loaded the camera. Mom came back wearing her terry cloth robe and waited patiently until I was ready. Then she opened her robe with me taking pictures all the time. In the view finder I saw she was wearing bra and panties as she turned slightly and crooked one leg. It was a very provocative pose and I felt myself become even more aroused. She turned and faced me her hands moving up and cupping her large full breasts. She pressed them together showing me her deep cleavage. I noticed something else as well. It was the hard points of her nipples poking at the thin material of her bra cups. I took several more shots including when Mom pulled down her bra straps and turned her back. I knew the snap was in front and she unsnapped her bra. When she turned back around her hands covered her huge breasts and nipples, but she still showed a lot of naked flesh.

After closing her robe she carefully reached inside and removed her panties, tossing them to the side. She turned sideways and adjusted the top of her robe enough to show most of one breast while pulling back half of the lower part to expose her long slender leg and one buttocks cheek. I felt myself becoming hot and hard as my breathing started coming faster. Sweat was beading up on my forehead. As I said, I had never thought of Mom sexually before, but this was so much different.

I ran out of film and knew I had to do something about my throbbing erection. We didn't say anything as we went to our own bedrooms. Mine was directly across the hall from hers. I closed my door and quickly whipped out my dripping organ. My fingers wrapped tightly around my hot hard shaft and I began stroking. In my mind I kept seeing Mom posing and it made me hotter. Within minutes I was feeling my seed rumbling in my balls. It rocketed up my shaft and long thick gobs of white hot liquid erupted. I was surprised at how far the thick streams flew before hitting the floor. My climax was by far the most forceful I'd ever had as more and more of my cream gushed out. My fingers tightened and squeezed the last drops from my shrinking organ. It was quiet and I heard Mom in her room. She was panting and I knew she was relieving herself. Several times I heard my name as she moaned. Then she was quiet.

We didn't talk about the shooting session for several days. I think it was because of what we both did when it was over and we both knew what the other had done.

Friday night came and I was sitting in the front room watching TV. Mom came in and joined me after her shower. She smelled so clean and good and for some reason didn't seem to care that the front of her robe was partly open at the top. I was able to easily see most of one breast and felt the stirrings again in my loins.

"I'm going to have to drop my photography class," I announced suddenly.

"Why?" she asked.

"The next assignment is something I can't do. Mr. Johnson now wants us to shoot pictures of nudes."

"Well," Mom said calmly. "I can certainly see why you're reluctant. Are you afraid I will get mad and say no?"

"Partly, but mostly because I don't think it would be right. Besides we would both have to be in the pictures."

"Or are you afraid it might go to far and we might do something. That's it isn't it," she stated flatly. "Look, it still wouldn't be like we were having sex. There is no reason I can think of why we can't do the shoot and stop anytime we think things are getting out of hand. Besides, it makes me feel good to know I'm still good enough to have my picture taken, even that way."

We talked for a long time and Mom finally convinced me. Like she said we could stop anytime and walk away. I suggested we go one step further and also use the camcorder. I thought it might help me with taking stills. She agreed and helped me set things up. Now I had the camcorder on one tri-pod and my still camera on another.

Mom started things off by standing in the middle of the room. We had made sure the camcorder would be able to capture most of what was done. She slowly opened and removed her robe. She was naked beneath it and looked very good. I felt myself rapidly growing again as I snapped shot after shot. She used her hands to lift her breasts and lightly rub her nipples until they were swollen and fully erect. As she lay on the sofa I was amazed that her boobs remained up and firm as she spread her legs and showed me her shaved sex.

Now it was time for me to get in the picture. I turned my back and took off my clothes. My erection was throbbing as it stuck straight out from my groin. I hesitated to turn back around.

"Come on, son. It's not like I haven't seen you naked before. Who do you think changed your diapers?" Mom was sitting on the edge of the sofa waiting patiently.

I slowly turned and let her see my raging hard organ.

"My God, but you have grown," she gasped.

It was true. Instead of the little pecker she used to see and wash I now sported and huge ten inches of hard meat and almost to thick for her fingers to get around. I walked towards her, my organ bobbing with each step. She reached out and eagerly tried to wrap her fingers around my hot shaft. They barely touched as she tightened her grip.

"I don't think you should be doing that, Mom," I almost panted.

"Right," she said letting go.

She stood up and I got behind her. My arms went around her waist and it was very awkward trying to keep my erection from poking her from behind. Mom didn't say anything as she took my hands and lifted them to her breasts. I cupped those huge fleshy firm mounds and was very surprised at how heavy they were. Without thinking my fingers brushed over her nipples and I felt them become rock hard. Mom moved her legs slightly apart and my organ slipped between them. I could feel the heat from her sex and the dampness oozing from it. Without thinking my hips began to move very slowly moving my erection between her legs. My shaft was becoming slick as her juices started flowing and soaking me.