Phil and his mom, Stacy, had always been very close, much closer than any other mother and son that either one of them knew of. In addition to being mother and son they had also been best friends since Phil entered his teens, and now at 17 years of age Phil and his mom could talk about literally anything.

And they had. She knew everything about him to include his sex life (dull though it may be considering his youth) and he knew all about her to include her sex life as well, both before she was married to his dad and after. His mom had always been very open and honest about everything her entire life, which she had told Phil was one of the reasons his father married her.

That, and her big breasts. Stacy had a simply magnificent pair of DD cup breasts, heavy and full, capped with big, dark areola with a big, pert nipple the size of a pencil eraser in the center of each. Couple this with a full, rounded ass and a body that could rival a teenaged girl’s with the exception of just a little layer of baby fat left over from her pregnancy with Phil, and Stacy was any man’s walking wet dream. Her shoulder length strawberry blond hair, full lips, and deep blue eyes completed the package, and Phil had lost count of the number of erotic fantasies he’d had about her. His own mom was the hottest, sexiest woman he’d ever seen, and if she weren’t his mom he’d have fucked her in a heartbeat.

Phil was in his room one evening after dinner surfing the net on his computer when his mom came to his room, standing in the doorway and knocking on the door jamb to get his attention.

“Oh, hi, Mom,” Phil said, a little startled.

“I’m sorry, honey, I didn’t mean to startle you,” Stacy said, smiling at him.

“That’s okay. So what’s up?” he asked, swiveling his chair to face her as he sat back with his arms crossed.

“I need your help with something if you don’t mind,” she said, crossing her arms beneath her big breasts as she leaned on the doorjamb, crossing her legs at the ankles as well.

“Sure, Mom, what is it?” he asked.

“Well, next week is our 20^th wedding anniversary and I want to do something special for your father,” she said.

“Congratulations!” Phil said, smiling.

“Thank you, honey! Anyway, I want to do something very special for your father, something that he’ll always remember, and I need your help to do it,” she said.

“What is it that you want to do that you need my help with?” he asked, curious.

“I want to make an erotic video for him,” she said.

“Wow! I’m sure he’ll like that!” Phil said, his smile turning into a grin. “What are you going to do in this video?” he asked.

“I’m going to wear some sexy lingerie that I bought this week and tease him, talk dirty to him, tell him all the things I’m going to do to him, things like that,” she said, unabashedly. “Maybe do a little striptease as well. Nothing too bad, show a little cleavage, things like that, just something to get him hard,” she said, grinning. His mom was a terrible tease, something else that his father loved about her – and he was pretty fond of it as well.

“And lemme guess – you need me to be the one with the video camera,” he said, putting two and two together.

“Yes, if you don’t mind, honey,” she said, smiling. “Would you do this for me, please? It would mean a great deal to both me and your father,” she said.

“Sure, Mom, I’d do anything for you guys, you know that,” he said, smiling.

“It won’t bother you to hear me talking sexy to your father and wearing sexy lingerie?” she asked, teasing him just a little but also wanting to make sure he was really okay with it.

“I’ve seen you in a bikini so the lingerie is no big deal, and as for the sexy talk – well, you and I have said worse to each other in our casual conversations, so that’s no big deal either,” he said.

“Oh, thank you, honey, thank you so much!” Stacy said, walking over to where he sat. She bent over and held his face in her hands, kissing him quickly on the forehead before standing up again.

“No problem, Mom, really,” he replied, smiling up at her as she stood in front of him, the shelf of her big breasts right in front of his face. “When did you want to do this?” he asked.,

“I was thinking tonight, as in right now,” she said. “Your father is out of town until tomorrow, so I’d like to get it done tonight,” she said.

“Then tonight it is!” he said, smiling up at her.

“Great! I’ll go get changed and then we can get started!” she said, turning to walk out of his room. She stopped in the doorway and turned around to speak again.

“You know where the video camera is, right, honey?” she asked.

“Yup. I got it, Mom,” he replied.

“Okay, I’ll call you when I’m ready,” she said, and then she was gone. Phil got up and went to retrieve the video camera from the shelf in the closet in his father’s office, checking to make sure that it was fully charged. Seeing that it was he then went into the kitchen to get a soda, taking it back to his room to sit in his chair and wait until his mom was ready. Ten minutes later he heard her calling for him.

“Okay, honey, I’m ready!” she said from her bedroom. Phil put the half-empty soda can on his desk and picked up the small video camera, then went to his mother’s bedroom. She was standing at the foot of the big king-size bed, wrapped up in a light purple silk robe that stopped at mid-thigh, her arms crossed around her waist and a smile on her face.

“I’ve never seen that robe before, is it new?” Phil asked.

“No, honey, it’s not. This is my ‘fuck me’ robe, the robe I wear to let your father know that I’m ready for him to do just that,” she replied, one side of her mouth turning up in a smile. “So no, you’ve never seen it before,” she said, her smile getting bigger.

‘But I’m seeing it now! Damn, if only... ‘ Phil thought to himself.

“Are you sure you’re okay with this, honey? I mean, I know you’ve seen me in a bikini already so you know what my body looks like, but the lingerie I’m wearing under this robe is a little more ... revealing,” she said, a look of concern on her face.

“Mom, I’ve seen naked women before,” Phil said, smiling at her.

“Yes, but I’m your mother,” she said.

‘Which makes it all that much more exciting!’ he thought to himself.

“So?” he replied, shrugging his shoulders. “Unless you’ve got a third nipple or something like that, then you’re no different than any other naked woman I’ve seen,” he said.

“Well, okay, then, let’s get started, I guess,” Stacy said, a little uncertainty in her voice. Phil held the camera up in front of him and turned it on, the little red light on the front glowing.

“Okay, Mom, anytime you’re ready,” he said, looking at the screen on the camera. Stacy looked at the camera and smiled, with Phil thinking it was the sexiest smile he’d ever seen.

The kind of smile a woman gives you right before she takes you to bed and fucks you silly.

“Hello, sweetheart,” she said to the camera, her smile getting bigger and showing her perfect white teeth. “I wanted to do something very special for you, so I thought a nice sexy video would be just the thing. I want you to know how much I love you and how very much I want you, so this video is one of my ways of showing you,” she said, looking into the lens as she slowly untied the sash holding the robe closed. She kept her eyes on the camera lens as she pulled the robe open, a sexy smile on her face. What Phil saw when his mom opened her robe and let it slip from her shoulders and fall to the floor took his breath away.

His mom was wearing a lacy bra and panties in the same color of light purple as the robe, with the material being so thin that he could see right through it. The white flowered embroidery was strategically placed so as to cover her nipples and mound, but he could still see her big, dark areolas clearly. The sides of the panties were very narrow, leading him to guess that they were probably a thong, and he was more than a little surprised to see that she trimmed her pubic hair into a ‘landing strip’ – or at leased he guessed she did since he didn’t see any pubic hair. That meant it was either hiding behind the lace flower embroidery in the front, or – and his cock twitched at the thought – she was shaven smooth.

‘Holy shit, she’s hot!’ Phil thought to himself as he looked at his mom, standing there in front of him. As he watched she ran her hands up her sides to her breasts, lifting them up and squeezing them in her hands as she spoke in a hushed whisper.

“I think about you all the time,” she said, squeezing her big breasts in her hands. “I think of how handsome you are and how very sexy you are, and it makes my nipples hard,” she said, tugging on her nipples through the bra as she spoke. “When I look at you it makes them even harder, especially when I look down at your crotch and think about what’s hiding inside your pants,” she said, looking down at his crotch for a moment before looking up again.

‘Hey, what? Did she just look at my crotch? Nah, she’s just acting ... isn’t she?’ Phil thought to himself as he continued filming her.

“And when I think about what’s down there, what’s hiding from me,” she said, looking into the lens as she slid her hand down her stomach towards her mound, “it makes me ... wet,” she said, rubbing her mound through her panties. “It makes my pussy wet, just thinking about your cock hiding in your pants, and when I think about what it looks like outside of your pants,” she said, slipping her hand into her panties, “it makes me even wetter!” she said, rubbing her bare pussy. She moaned as she slipped a finger inside her pussy, holding her head back and closing her eyes as she slipped a second finger inside as well, biting her bottom lip as she slid them slowly in and out.

‘Holy shit!’ Phil thought to himself as he watched his mom finger her pussy, moaning with her eyes closed as she did. He felt his cock getting hard, quickly growing bigger, thicker, and longer with each passing moment, and it wasn’t long before he felt it pressing against his shorts, begging for release. He was just about to reach down and adjust it so it wasn’t so visible when his mom lowered her head and opened her eyes, immediately looking down at his crotch. Her eyes went wide and she gasped when she saw the bulge in his shorts, her mouth hanging open slightly. Then she looked up at him from beneath her brow, one side of her mouth turning up in a smile as she spoke, still sliding her fingers in and out of her pussy.

“When I think about how big and hard your cock gets, it makes me want to do more, to show you more,” she said, slipping her hand out of her panties and reaching behind her back to unhook her bra, never taking her eyes from the camera as she did.

“All I can think about is how much I want to feel your cock in my hand, how much I want to stroke it and pump it,” she said, unhooking her bra and holding the cups in place as the sides fell open, “and how much I want to wrap my lips around it and suck it deep into my mouth.”

And with that she let the bra fall to the floor, revealing her big, naked breasts to her son for the first time.

Phil was stunned. Her breasts were absolutely beautiful, full and firm, standing out proudly from her chest with very little sag despite their size and weight. The nipples were hard and erect, her dark areolas beginning to crinkle as she became more and more aroused. As he watched she lifted her naked breasts in her hands, squeezing them and pulling on the erect nipples, her eyes hooded and her mouth hanging open as she did.

“Once I get your cock in my mouth I want to suck it until you cum,” she said, sliding one hand back down to her pussy while keeping the other on her breasts. “And of course when you cum, I’m going to swallow every drop,” she said, moaning as she slid her fingers back inside her pussy. The air was heavy with the aroma of her musk, and she was moaning slightly as she slid her fingers in and out of her pussy. It was at this point that Phil noticed that as his mom stood there in front of him, topless, fingering herself, she wasn’t looking at the camera lens anymore.

She was looking at him.

“Uh, Mom...” he said.

“Yes, honey?” she replied, her voice a husky whisper as she continued squeezing her breast and fingering her pussy, never taking her eyes from his.

“Are you sure ... I mean, should you be ... doing this ... in front of ... of me?” he stammered as he held the camera in place, trying to put the words together while also trying to ignore the rock-hard, throbbing erection he now had that was pressing firmly against his shorts, one that he was sure she had seen by now. Her answer stunned him.

“Yes, honey, I am. Very sure,” she said, not stopping what she was doing as she spoke. “This video isn’t for your father,” she said as she walked towards him, keeping her hands in her panties and on her breast, never taking her eyes from his as she did.

“It’s not?” he asked, his breathing getting faster as she got closer.

“No, honey, it’s not,” she said, taking her hand from her breast and grabbing his hard cock through his shorts, squeezing firmly as she continued.

“It’s for you,” she said, looking him in the eyes.

“Me?” Phil said, totally taken by surprise.

“Yes, honey, you. I wasn’t talking about your father, I was talking about you,” she said, letting go of his cock and pulling down the zipper on his shorts as she continued, one hand still in her panties, her fingers still sliding in and out of her wet pussy.

“All of those things I said I was thinking about and imagining, they were all about you,” she said, reaching inside his shorts and wrapping her fingers around his hard cock, gripping it firmly. “It’s your cock I was thinking about, it’s your cock I want to wrap my lips around and suck, and it’s your cum that I want to swallow,” she said, looking into his eyes as she pumped his cock in her hand.

“It is?” Phil said, his eyes wide with surprise, still holding the camera up and filming everything.

“Yes, honey, it is,” she said, taking her hand out of her panties and pulling his fly open as she pulled his hard cock out of his pants. She squeezed his cock firmly and pumped it slowly as she spoke, still looking him in the eyes, her voice a breathless whisper.

“I’ve wanted you for a long time, my sweet boy, such a very long time,” she said, tugging on his cock as she looked into his eyes. “I’d ask you if you wanted me, too, but this hard cock in my hand tells me that you do,” she said, one side of her mouth turning up in a smile.

“Yeah, the damned thing has a mind of its own sometimes,” Phil said, returning her smile. She looked down and saw his hard cock for the first time, holding it in her hand for a moment so she could see it before wrapping her hand around it again.

“You’ve got a beautiful cock, honey,” she said, looking into his eyes as she smiled at him. “So big and hard, and so thick! Bigger and thicker than your father’s, that’s for sure!” she said, pumping it in her hand again. “And I like the short pubic hair, too – very hot!” she said, grinning as she remarked about how short he had trimmed his pubic hair.

“I’m going to get down on my knees in front of you now and suck on your big, hard cock, and I want you to record it,” she said, looking into his eyes as she pumped his cock in her hand.

“You do?” he asked, surprised once again.

“Yes, honey, I do. I want you to record it all – every kiss, every lick, and every swallow,” she said, her smile getting bigger. “I want both of us to be able to look at this video later and relive this moment whenever we want, so yes, I want you to record it all,” she said.

“Okay, Mom,” he said, nodding.

“Thank you, honey,” she said, kissing him quickly and softly on the lips. Then she got down on her knees in front of him, keeping one hand wrapped around his hard cock as she did. She looked at his cock in front of her face and smiled when she saw a big drop of clear liquid at the tip.

“I see your precum is flowing,” she said, grinning up at him. She ran her thumb over the head of his cock to spread the slippery fluid around, making him jump.

“Wow!” Phil gasped, trying to keep the camera pointed down at his mom.

“Sensitive, too!” she said, giggling. She looked down at his cock as she pumped it, squeezing the shaft firmly and forcing another big drop of precum out. This time instead of rubbing her thumb over it she closed her lips around the head, taking half of it in her mouth, then sucked the fluid into her mouth. She pumped his cock again as she sucked on the head, moaning as she tasted the salty fluid on her tongue.

“You taste good, honey,” she said, looking up at him and smiling as she pumped his cock. “I can’t wait to see what your cum tastes like!” she said. Then she put her lips around the head of his cock again and sucked it into her mouth, slowly sliding her mouth down onto his hard shaft, taking more and more of his cock into her mouth, sucking the entire time.

“Holy shit,” Phil gasped as he watched his mom slowly swallow his entire cock, taking his full six and a half inches into her mouth. She pushed her mouth down until her nose was pressing against his abdomen and held it there, running her tongue along the underside of his shaft for a few moments. Then she slowly pulled her mouth back up his shaft, sucking hard, until only the head was in her mouth. She immediately repeated what she had just done, with Phil recording the entire time. When she pulled her mouth up his shaft again she slipped it from her mouth this time instead of holding the head in her mouth, gasping a little as she smiled up at him, her hand pumping his cock as she spoke.

“Bet you didn’t know your mom could deep throat like that, did you?” she asked, her eyes sparkling.

“I had no idea!” he replied.

“There are so many things about me that you don’t know, honey,” she said, looking at his cock in her hand as she spoke, then looking up at him as she continued.

“But I’m going to show them to you, every last one,” she said, smiling up at him as she pumped his cock in her hand. “Every trick I know to make a man feel good and to make him cum – and cum hard – I’m going to show to you, every single one!” she said. Then she opened her mouth and pursed her lips out as she dropped her mouth down onto his cock, wrapping her lips around the shaft and sucking it into her mouth.

Phil watched as his mom began sucking his cock in long, deep, slow strokes, alternating between deep throating his cock and just sucking on the first half while pumping the base with her hand. She did this for several very enjoyable minutes, amazing him with her skills, before slipping her mouth from his cock to speak.

“Can’t forget about these,” she said, slipping her hand into his shorts and scooping out his balls. She was pleased to see that his balls were shaven smooth, and she told him so.

“Ooooo, and you shave your balls, too!” she said, looking at the big, smooth ball sack in front of her face, grinning as she spoke. “This is going to make sucking on them so much easier and so much more fun for the both of us!” she said. “And they’re so big! Just like your cock, I guess,” she said, holding them in her hand and squeezing them gently.