"Your mom's so fucking hot, man!" my best friend nudged me in the ribs and whispered, intently watching her walk up the stairs. We hung out down here in the basement and she came down every once in awhile for something or other. This time it was to put a load in the wash.

"I know where I'd like to put a load!" he said and I shoved him hard away from me. I couldn't argue with him though, she was pretty hot, especially for a mom. About 5'5, a couple of inches shorter than me, maybe 135 with just a little bit of a belly beginning. It really wasn't much, but you could tell she'd had a baby and was on the far side of 30. Her hair was dark but sometimes if you were up really close, you could catch a glint of silver near the roots. Her skin was creamy and pale, still soft and unblemished. Those short skirts she liked to wear showed hard smooth thighs all the way up to her ass. Yeah, don't think I hadn't noticed too. Sometimes it was hell living with her.

My friend was bending over as far as he could, trying to look up her skirt as she ascended, but she was too fast for a glimpse. "Shit!" he cursed, slouching back. "Man, if she wasn't your mom, I'd be hitting on that!"

I laughed at him. "Yeah, she really has a thing for skinny fifteen year olds."

Grabbing his crotch, he boasted, "I'd show her a fifteen year old thing!"

I resisted the urge to tell him she'd already seen one, up close. I felt my cock swelling up and had to pull one of the throw pillows into my lap. Hopefully he wouldn't notice.

"Go home, you're disturbing me."

He laughed and stood up and I resisted the urge to look and see if he was hard from thinking about my mother. I really didn't want to know.

"See you tomorrow," he said, going out the back door.

I leaned back against the couch, one hand resting on the pillow. Hardly realizing what I was doing, the palm of my hand pushed it hard against my crotch.

My father left us four years ago. I knew they argued about her drinking too much and I'm almost sure I heard him once accusing her of having an affair. I don't really know for sure, but it was a lot quieter around here afterwards. She was really different though, in ways that really bother me sometimes.

The first thing she did that some might call inappropriate was almost accidental, at least at first. It was a really hot summer evening when I was about eleven. I guess because it was so strange is why it stuck in my mind so clearly.

We'd been out playing football down the street, me and my friends, and the light had begun to fade from the sky. The mosquitoes were swarming all over us, the sweat on our bodies was just beginning to dry and cool. Our house was small and didn't have A/C so when I was home, I usually only wore a pair of gym shorts and mom wore shorts and a halter-top or a short sundress.

The house was quiet when I went in - I figured I'd have to make dinner again tonight - so I walked towards my room in back. I passed through the living room and glanced up to find mom kicked back on the couch reading a book and sipping her ever-present glass of wine. One of her legs was stretched out and the other was crooked up. When I walked by the end of the couch, I could see straight up between her legs.

When I first noticed, I was too shocked to do anything except continue quickly on to my room. I shut my door and leaned back against it, breathing hard and not sure why. I played back exactly what I'd seen over and over in my head. At the joining of her thighs I could see the tiniest pair of white panties. They hardly seemed to even cover the slit. And was that dark hair curling out on either side?!? I'd never had a real look at a pussy before, just a faded and wrinkled magazine a friend had ripped off from his dad.

For about fifteen minutes, I kept coming up with reasons to go back and forth to the kitchen. By about the fifth time, I'd memorized every freckle on her thighs.

Eventually, she caught me staring. She'd just barely looked over the top of the book and smiled in a weird way. Instead of yelling at me, or covering up, she spread her legs wider, letting one dangle off the edge of the couch, rocking back and forth. This caused the panties to slip a little and expose more of the dark bushy triangle. I couldn't look up at her, so I hurried right into my room and shut the door. I heard her chuckle mildly to herself. All the rest of the night, I barely slept, the image of my own mother's pussy causing stirrings for the first time behind my zipper. Chills ran up and down my arms and I couldn't concentrate on anything. I thought I would spontaneously combust, not knowing how to handle the feelings of lust and of guilt because it was my mother. It's kinda funny now to imagine myself then, too little to ejaculate but having a raging hard-on I didn't even know what to do with. I rubbed it a little bit and it finally went away.

Mom got bolder after that. Maybe she liked the thought of turning me on, I don't know. One evening soon after I turned twelve, she called me into the bathroom when I knew she was in the tub. When I was smaller and had to pee, I thought nothing about her letting me come in and do my business, but for the last few years, it just didn't seem right anymore, so I'd not done it. I was nervous as hell as I opened the door just a tiny bit.

"Baby, would you come in and wash Momma's back? It's been a long, hard day and I just think that would make me feel so much better."

I could smell the sweet/sour aroma of wine and her words were a little thick. Not drunk, but not entirely sober either.

"Uh..." I started to say, but couldn't think of any reason to get out of doing it. Besides, the memory of her panties outlined by the curly hair made me curious, if not uncomfortable.

When I went in, she was lying back, her eyes closed, glass of wine in her hand. Her knees were propped up, spread wide against each side of the tub.

My eyes most likely bulged half out of my head. I stood frozen, staring at her. When I think back, I wonder if she kept her eyes closed so I could look at her without either of us being embarrassed?

Her breasts were sorta small but would still fill up a hand - they seemed to be firm and not really saggy. The nipples were dark and very hard, the kind I've heard called "first grade eraser nipples". There were chills on her skin, tiny little goose bumps even around her nipples, making the dark area there crinkle up. Water had beaded there and caught the light like an out-of-place diamond.

The water wasn't very deep and didn't cover her pussy all the way. I was fascinated, standing there watching the dark hair waving as the water moved it. I gulped, feeling my cock twitch as blood rushed into it.

"Baby?" she asked, opening her eyes now and smiling that weird, half-lidded smile. I jumped a foot, being caught looking at something I knew I shouldn't be. She raised a hand and offered me the bathcloth. Very slowly she leaned forward and crossed her arms over her breasts, presenting her back. With a small laugh, she said, "So you won't see anything." Her eyes flicked over my crotch and she gave a knowing grin.

I knelt down beside the tub and took the cloth, glad I could hide my erection this way. It felt good pressing it against the porcelain.

I washed her back, quickly and awkwardly and when I was finished, she sighed contentedly and lay back into the same reclined position.

"Thank you so much, baby," she whispered, her eyes closed again.

With a last look between her legs, I rushed out of there and went straight to my room, closing and locking the door.

The memory of her lying back, legs spread wide, was burned into my brain. I was so hard I thought something was wrong with me. I was still too young to cum or even really know much about sex or oral sex, but what I really wanted to do was touch her down there. I wanted to open the dark lips and put my finger inside, just to see what it would feel like.

Sitting here on the couch three years later, I know about sex now and I could a gallon. I had tossed the pillow off my lap now that my friend was gone and rubbed against the bulge in my jeans.

About once a month, she'd want me to come in and wash her back like that. While I washed, she'd lean forward and always say with a grin, "so you can't see anything you shouldn't". Talk about a contradiction! But whenever I'd be coming in or going out, she'd be leaning back, spread open, glass of wine hanging over the side of the tub.

When I hit puberty, things escalated and she added a new torture for me. She began doing "inspections". The first time she did it, I was so humiliated I wanted to cry. I felt so violated, so vulnerable, and that's not the way a boy growing into a man is supposed to feel. At the same time though, I couldn't help but being aroused nearly to the point of pain.

She called me into her bedroom where she sat on the edge of her bed, dressed only in one of those short, nylon nightgowns with no sleeves that ladies like to wear around the house. I had to stand in front of her and I could see right down her cleavage.

"You're getting older now," she said, the smell of alcohol strong on her breath. "We have to make sure everything's growing the way it should be, so pull down your jeans and shorts."

My eyes widened in disbelief and I was frozen again.

"C'mon, I'm your mother, I'm supposed to make sure you're healthy. Now do what I said."

I was a good kid, I always obeyed her and I couldn't help myself. I obeyed her again.

My dick wasn't sure whether to shrivel up and crawl up inside me or explode when her hand encircled my shaft. When she peeled back the foreskin, I couldn't stop it from turning to iron. She smiled as if this was the reaction she hoped for. She moved in real close, examining it and never telling me what she was looking for. I could feel her breath in the sparse growth of hair I had now.

Her hand moved up and down the shaft, pressing it between her thumb and forefinger. The touch felt like nothing clinical, but instead, distinctly erotic. As I grew even harder, her eyes widened and her mouth opened in an "O" with a pleasant gasp. My face burned with shame.

"Don't worry, honey," she said, "It's just natural. Do you ever touch it like this?" She gripped it and moved her hand up and down, sliding the skin.

I lied and said no, not sure whether she believed me or not.

As soon as she was finished, I flew back to my room and did exactly what I'd lied about. All I could think of was having her hand on me, stroking me until I shot so hard I hit myself on the cheek. Afterwards, I felt dirty and guilty and wished I could take it all back, but the after-sensations of the orgasm still made me shiver.

These inspections seemed to replace the back-washing. They happened about once a month till I was 13. Around that time, she brought home several issues of magazines like Penthouse and Hustler. She left them on the coffee table without saying anything about them.

A few days later, she asked if I'd seen them and of course, I lied again and said I hadn't looked.

"Well, c'mere," she called me over to sit next to her. She thumbed through one, seeming to look for something in particular, but she would often stop and show me one of the women and ask what I thought about her, if I liked her hair or eyes or tattoos. She watched my face as I tried to nonchalantly glance at the women. She asked me if I ever masturbated and I was really upset that I couldn't sink through the couch.

"It's only natural," she said once more. "Everybody does it, even women."

All I could think was, "Thanks, Mom, that's not helping."

"Do you have any questions you'd like to ask me about it?"

I stood up and mumbled "no" and walked away, most likely just in time to keep her from offering to show me the best way to do it.

I knew how now, and had grown so hard thinking about her that I couldn't hold back any longer. When I unzipped my jeans and pulled my cock out, there was already so much pre-cum dribbling out the end of it that I could slide my hand up and down it without resistance. It took about five strokes and I had to grab a napkin off the end table to catch the thick white gobs.

"Whoa," I shivered as the last spasm hit me. I'd not even thought that Mom might walk downstairs and catch me. Hell, she'd probably like it.

I laughed and had an idea, kind of like turning the tables on her. The wadded napkin was full of

my cum and the odor was unmistakable. I dropped it back on the table near the plates and the pizza box we

had just emptied. Tonight or tomorrow she would be down here cleaning up and she'd find it. The thought

made my dick twitch again.

By the time I was fourteen, she'd stopped the inspections and there had been no real contact of any sexual nature. I was taller than her now, and outweighed her. Sometimes she would sit behind me on the

couch while I watched TV. I always laid around the house in sweats with nothing on underneath and she

would rub or scratch my back. Maybe because of the things she'd done early in my life, but even now her

touch would give me a hard-on. One time while this was happening, the phone rang and she told me to get

it. When I stood, the sweat-pants were tented out in the most obvious way. Her eyes lit up and she made

no effort to conceal the fact that she was staring. I tried to be nonchalant about it but had to turn away. Her pleased and almost hungry look fueled my fantasies for weeks.

That changed the way I saw her, maybe I was getting older and having a little more

insight. She was no longer the center of my world, no longer the all-knowing Supreme Being that all kids

think their moms are until a certain age. She drank a lot still but I came to realize even that was a defense

against her loneliness. For three years now she had lived alone with just the responsibilities of raising a kid

on her own. She had needs that weren't getting met. My discomfort at all her sexual advances was

softened by my love for her for taking care of me and my pity for her being so alone. I started being closer to her, where I'd held back in fear before. She started talking to me more, talking about her feelings, treating me more like a grown up.

On the night of my fifteenth birthday, I woke up suddenly and found that she'd crawled into my bed beside me. I didn't move, didn't let her know I was awake. The smell of wine was strong and in the dim light streaming in from the hallway, I could see her lying on her back, her hands between her legs.

She had on one of those short nightgowns again and nothing else. I could see her nipples pushing against the fabric in silhouette. I continued to pretend to be asleep but watched her. Her legs were spread so wide, much wider than I'd seen them in the bathtub. In fact, her right leg was draped over mine, separated only by the thin sheet. It was amazing at how hard and fast she started to rub herself as her breath came in little huffs. Her body stiffened and I could feel the spasms gripping her. It was the most erotic thing I'd ever known. Even over the strong smell of wine, the smell of her sexual arousal was more powerful.