Copyright© 2004

No one thought anything about it. Paula and her son Jason were traveling to see Paula's parents, which was a two-day trip. They had made it many times before and the routine was always the same. They always stopped in the same town to spend the night and usually stayed at the same hotel, time after time. They always got a single room with two double beds. They may have been of opposite sexes, but they were mother and son. It was all perfectly innocent and natural. No one, including Paula and Jason, thought this trip would be any different than the rest. Boy, were they wrong.

Paula and Jason had always had a very good relationship with each other. Paula had a great sense of fun and was very active athletically. She raised Jason to be the same way. They joked with and teased each other all the time. They jogged together; played tennis and racquetball together, swam together, and worked out together. They did everything together. Whenever anyone asked either of them who their best friend was, they always answered they same way, they were each other's best friend. It had been that way when Jason was a small child and it was that way now that he was 18 and she was 38. They were both also incredibly attractive people. Eyes turned whenever either of them went anywhere. Whenever they both went somewhere together, jaws dropped. In retrospect, it was almost inevitable that it would happen some day, or in this case, happen one night.

After moving their things into the hotel room, Jason went into the bathroom while Paula called her husband to tell him where they were and that they were ok. When Jason came out of the bathroom, he saw his mother sitting on the edge of her bed with her back towards him as she talked to his father. Jason crawled onto the bed behind Paula and began to rub her shoulders for her. He moved his hands down to her back and her lower back and she leaned back onto his hands. Jason couldn't resist getting playful and started to lightly tickle her, to see if she could keep her composure on the phone with his distractions. She giggled a little bit and playfully tried to swat his hands away.

"What's that, dear?" she said into the phone. "Oh, no, it's just Jason being, you know, Jason." She looked over at him grinning as she talked into the receiver. "Your father says for you to behave".

"Oh, ok. If HE says to." Jason replied and then renewed his tickling attack with vigor.

"Enough now. Let me talk." She said laughing and returned her attention to the phone.

Jason however wasn't through with her. With his hands on her back, he slowly slid his hands around her waist and then brought them up. Something unexpected, however, happened when he cupped her breasts. He started it as a game, but when his hands closed around her ample tits, the whole atmosphere of the room changed in an instant. Paula turned her head to look at her son as his hands gently squeezed. The look in her eyes was like nothing Jason had ever seen before. His wide and happy grin slowly dropped as he realized that his mother was laughing and wasn't mad... she looked at him with a dawning realization that her little boy was not a boy any longer. She knew it and suddenly he knew it too. He felt himself getting hard and his actions were no longer innocent playfulness.

"Huh, what? Oh, yes. I'm still here, what did you say?" Paula once again turned her attention to the phone and tried to concentrate on her conversation.

Jason reached around his mother's body and slowly unbuttoned her blouse as she talked. He pulled her blouse open away from her breasts and caressed them over her black lace bra. As he ran his hands over her tits, he kissed his mother on the neck and flicked his tongue across her skin. He kissed his way up her neck until he found her ear. He circled his tongue inside her ear. He then sucked her lobe into his mouth and ever so gently nibbled on it with his teeth.

"Ohhhh" Paula moaned softly. "Hmmm? What? Oh, I was just agreeing with you dear, I said Uh hum. Right..."

Jason felt the clasp to her bra between her breasts and opened it smoothly. Her glorious tits sprang free from their confinement. As he continued to kiss her neck and shoulder, Jason gently ran his fingers over her nipples which became hard as little rocks.

"You know, dear... ahhh... I think maybe I need to go..."

Jason heard her and whispered into her ear, "No, keep talking to him." He swirled his tongue in her ear once more to emphasis his request.

Paula stopped talking for a second and turned to face her son again. A grin slowly crept across her face as she realized what her son was setting up. "Hmmm? What? No, I forgot something I need to ask you about..."

As her voice drifted back into her conversation with his father, Jason eased down and kissed his way around from her back until he was stretched out along her lap looking up at her. He lifted his face up and kissed her breast softly. He stuck his tongue out and ran it around her stiff nipple. She looked down it his eyes which he kept glued on her face as he licked and kissed and sucked her tit. He alternated from one breast to the other, looking her in the eyes the whole time. Then a very big grin took over his face.

He kissed her breast one more time and then ran his tongue from her nipple to the valley between her tits. He kissed her there and then continued licked his way down to her navel. He ran his tongue in her navel and kissed it. As he explored his mother's navel with his tongue, he scooted around and down off the bed. He knelt between his mother's legs with his mouth pressed against her stomach. They could both smell the unmistakable odor of her juices starting to flow within her body. Jason had never done anything like this before, but like most boys his age, he had read plenty of sex magazines and books, and his instincts were well honed. He wasn't about to stop yet.

As his mother continued to talk on the phone while she watched in helpless fascination at her own son kneeling before her with his tongue in her navel, she could have never imagined anything like this happening to her. She also could have never imagined anything this exciting ever happening to her.

Jason lifted his face from his mother's bare stomach and looked into her face. She met his stare with a fire burning in her own eyes. He grinned up at her and reached his hands up to undo her pants. He gently began tugging at them. Paula found herself lying back on her bed so that she could raise her hips and allow him to remove her pants and then her panties. She was loosing track of the world as her passions kept rising.

"Oh my god." She softly moaned as her panties slid down her legs.

"What, oh, nothing dear. Someone, uh, mmm, left a tack on the floor and I stepped on it. I know, dear. I'll be careful. Hmmm? Jason? Uh, no, he's, uh, taking care of doing our unpacking. Uh, yes, I'll get him... in a little while... when he's... uh, finished."

Jason looked at his mother lying before him on the bed with her panties in his hands. He couldn't help but grin as he listened to her side of the conversation with his father. Then he pressed his head between her legs. He put slight pressure on her legs and she spread them wider to give her son full access to her body. He bent his head to her knee and kissed it softly. He then began to slowly kiss and lick his way up her thighs. They both knew where he was heading.

When his face finally reached his mother's pussy, Jason paused to breathe deeply of her aroma, and then he gently kissed her on her pussy lips. Next came his tongue as he stuck it out of his mouth and ran it up and down her slit. He looked up and saw his mother looking at him. She couldn't take her eyes from his as she watched the top of his face rising over her own hair. She could feel her son's tongue as it probed inside of her. Her hand moved down so she could run her hand through his hair and pull him harder into her pussy. As he found her clit, she also helped direct his attention to the areas of her pussy which needed his attention the most.

She tried as hard as she could to suppress her moans of obvious pleasure as her son began to focus all his attention on her clit. He circled it with his tongue and then wrapped his lips around it. As he did, he pressed his mouth hard into his mother's pussy and then he tossed his head back and forth, almost like a dog playing with a rag. This was when it became too much for her. Her body went ramrod stiff and her thighs clamped around her son's head as her orgasm came. She didn't even remember where she was at that moment.

"Oh, god... yesss! Oh that feels wonderful. Mmmm."

"Hmmm, what? What did you say, dear?"

Then she remembered and tried to cover her mistake.

"No, honey. I just took my shoes off. I didn't realize how sore my feet were. Uh huh, that's right. Hmmm? Yes, he's through, at least he is at a stopping point."

Paula couldn't help smiling to herself at her wordplay with her unwary husband.

"Oh, ok. Just a minute, I'll get him for you."

Paula rested the phone against her shoulder in order to let herself catch her breath. Then she looked down into her son's face. His mouth, his lips, the whole bottom half of his face glistened in the reflected shine or her sexual fluids. Her smile grew wider as she decided SHE would turn the tables on him.

"Jason, you father wants to talk to you."

She held the phone out to him enjoying his distress as he wondered what he was going to say to his father as his mouth was still covered with his mother's juices. He stood up and took the phone from Paula.

"Hello? Yes? Hi Dad. How are you?"

Paula lifted herself up and sat on the edge of her bed looking her son over. She could tell what was being said by her husband by Jason's responses to him. She began to unbutton her son's shirt to expose his bare chest and stomach to her. He tried to stop her, but she caught his hands and looked up at him. As he returned her stare, the fear on his face was plain to her, but she smiled up at him and placed his hands at his side. Jason gulped once and left them dangling there as his mother proceeded to take charge of their new adventures.

"Hmmm, what, Dad? Yes, of course. I'll do what she tells me to. Yes, sir."

Paula couldn't suppress as grin as she let her hands and then her mouth explore her son's chest and stomach. As she kissed and sucked her son's nipples, her hands went down to unbuckle and open her son's pants. The tremor in his voice made Paula lift her head and press her mouth to Jason's ear so she could whisper to him as she pulled her son's stiff cock free and slowly stroked it to its full length.

"Ok, baby, now let's see how you do. Keep talking to Daddy, lover. It's my turn now."

Jason actually whimpered as Paula knelt before her son, still stroking his cock as she nuzzled the hair covered skin around it. She could feel the heat from his cock as it throbbed in her hand. She knew it was time, that her son was painfully ready for her. She shifted until his cock was directly in front of her face. She let her tongue flick across the tip of it. The taste of his pre-cum on her tongue sent a bolt of electric energy through her whole body. Paula kissed the tip of her son's cock and opened her mouth wide when she realized that Jason was holding his breath. She looked up and was rewarded with an absolute look of shock on his face. She couldn't help herself. A wide cat-about-to-eat-the-canary grin (or maybe a cat-about-to-suck-her-kitten's-cock grin) spread across her face. As he had done to her, she stared straight into her son's eyes as she engulfed his cock in an almost leisurely manner.

Jason was not a virgin, but he still was not so experienced that he was able to suppress a whimper at the feel of his mother's warm, wet mouth as she sucked him.

"What, Dad? Uh, no, uh, I was just yawning. I guess I am just tired from the trip."

He could not focus on what his father was saying. He bit his lip to keep himself quiet as he put his free hand on his mother's head, twisting his fingers in her hair as he fucked her face. Paula had plenty of experience as a cocksucker, and she was good. She also knew how to tell when the man she was sucking off was ready to cum and fill her mouth. Moving her head as fast as she could to make her son cum, he tightened his fingers in her hair and shoved his dick as far in her mouth as he could while Paula used her hands on his asscheeks to pull into her mouth as far as he could go. Finally she was rewarded with the taste of her own son's cum filling her mouth. So much cum that she could not swallow it all as it leaked out of her mouth around her lips and dribbled down her chin.

Jason could not take anymore, he was almost crying as he told his father:

"Dad, I'm sorry, I have to go to the bathroom, really badly. Bye."

Collapsing back on the bed, he closed his eyes and tried to catch his breath. He felt his mother take the phone from his hand and he looked at her as she resumed her conversation. He couldn't believe how sexy she looked with his cum dripping from her chin down onto her tits. Paula looked him in the eye, winked at him and licked her tongue out to capture more of her son's juice as she talked.

"No, he's ok. He just had a lot of sodas on the trip. Yes, I'll watch out for him. I promise. I'll make sure he is a good boy for his mother. Ok, you have a good night. I'll talk to you tomorrow, dear. I love you, too. Bye."

Paula let the phone slip down to her shoulder as she looked at her son, her new lover lying down on the bed before her. She was sweating, her hair was a mess and Jason thought she looked more beautiful than anything he had ever seen before.

With a sigh, Paula reached out to hang up the phone and then rested her chin on Jason's knee as she caressed his stomach and chest with her fingers as he lay back on the bed.

"Well, young man. THAT was certainly unexpected."

"God, mom. I'm sorry. I hope that you aren't mad at me. I don't know why I did it."