I grew up in a family of all girls, and later... all women. My father died in an accident a little over a year after my twin sister and I were born. Fraternal twins, Jackie and I had many of the same facial characteristics, I looked more like my father including his almost coal black hair, whereas Jackie had my mothers almost reddish honey blonde coloration. Our mother had been forced to return to work full-time which necessitated our older sister Becky becoming almost a second mother to us growing up. Five years older than we were, a great deal of responsibility was thrown on her, which as she grew older and more mature, became more and more necessary in order to alleviate some of the hardships that my mother was facing. Luckily, she eventually had help from Dawn who was only two years younger than Becky. Needless to say, over the course of the years we all grew extremely close while growing up.

Early on my mother tried to make me feel important by telling me that with my father gone, I was now the "man of the house". The problem was, that usually meant I was relegated to taking out the garbage, keeping the leaves raked and the lawn mowed. And worse, usually a lot of good-natured teasing from my sisters, including my twin sister Jackie as far as my early-on manhood went.

As I grew older and began to take on a more and more masculine appearance, and less and less of the little boy, that same teasing I'd been receiving all those years became more and more competitive and sometimes actually resulted in some fairly serious rough-housing and wrestling with all of them. Particularly with Dawn who though only a couple of years older than I was, seemed for some reason to constantly want to remind me that she was still older than I, but that she could still boss me around which sometimes meant doing so physically as well. Becky would often break up the more serious fights, but a time or two it ended with she and I wrestling around just as seriously as Dawn and I had been doing.

About the time I began to hit puberty, and had begun taking a curious interest in girls, my mother had drawn aside all my sisters and had what I called a secret conversation with them regarding me. Something that both pissed me off, as well as made me curious what she told them, as they would often whisper things about it back and forth to one another. But I did notice that suddenly we weren't wrestling nearly as much as we had been.

I'd certainly watched all my sisters develop of course. And though Becky was the oldest and seemingly had breasts for as long as I can remember, I don't particularly remember taking any major notice of them, as like mom's, they just seemed to have always been there, though I know they did grow of course, but not so noticeably that it was of any real interest to me then. And, the fact that I had not as yet reached puberty at that point I am sure contributed to my lack of attention towards my older sister's development.

Such was not the case with either Dawn or Jackie however. When Dawn finally began to develop, she did so very quickly and at a rather alarming rate. My mother was large breasted, and as it turned out, so would Dawn become, as her boobs seemed to change in size almost week to week as I remember. Even Jackie's tits grew early, but she took more after Becky in size, but between seeing Dawn's growing, and then hers simultaneously, it gave a young boy of thirteen who was just entering puberty more than a growing curiosity.

It was also around that time that one of my school friends introduced me to the world of masturbation, and I began to spend more and more time alone with myself entertaining this newfound discovery, and beginning to fantasize about all kinds of dirty little thoughts. Which began to include wondering what my sisters now looked like naked.

I'd seen my younger sisters on numerous occasions of course, but early on there wasn't much that attracted my attention. I'd walked in on Becky, once. But the glimpse of her young pointy breasts had been too quick, as she had hurriedly covered herself, and quickly ushered me out of her bedroom. I'd seen mother a time or two in the bath, and had even questioned her about the dark thick patch of hair between her legs. And though it didn't instigate any 'birds and bee's' discussion, she did inform me that it was a sign of her being a woman, and that eventually even I would grow hair there as a sign that I was becoming a man. And up until the point where I actually began thinking about women in a different light, I really hadn't been all that interested or curious in what my sister's looked like without their clothes on.

Two weeks before Becky moved out to attend College in another part of the State, I was busily enjoying my favorite past time and too involved to hear my bedroom door open late at night when it did.

"Jake? Jake? You asleep?" Becky had asked too quietly when she came into my bedroom. Only then did I realize she was even there, but the damage was already done as she quite easily saw what it was I was doing.

"Oh. I'm sorry!" Becky quickly closed the door and went back out into the hallway and seconds later I heard her head down back towards her own bedroom. Too embarrassed to say or do anything, I was expecting some major teasing about it in the morning, but it never happened. And Becky never said another word about it, and I quickly forgot the whole episode.

My sisters leaving for college was a major turning point in our lives, as we never again lived together as an entire family. All too soon, Dawn Married the summer after her high school graduation and moved a short distance away. And though we still saw her and her husband every other weekend or so, the closeness I had once shared with my sisters seemed to be slowly evaporating away.

It was obvious that mom was feeling the changes too. Though she had dated off and on over the years, she'd never met anyone she wanted to marry. Now, with all of her kids slowly growing up and moving away, she had become more and more depressed, and I would often hear her crying sometimes at night in her bedroom. When I got word that I'd been accepted at the same college my sister Becky had recently graduated from, I was even more worried about leaving mom alone. Jackie had already indicated she was going to continue to live at home with mom, but the job she had taken had her working late most nights, so she spent very little time at home with mother anyway.

I had mixed emotions of course. On the one hand, I was excited as hell to see my sister again. She'd landed a great job with an advertising firm, and had gotten a fairly expensive three-bedroom apartment fairly close to the college. She'd offered it up to me to help out with expenses while I went to school, and had even gotten me a part-time job working at her office. Though we'd seen one another off and on over the years, we'd never really spent much time visiting even then, so I was really looking forward to spending some time with her.

The night before I was to drive up state and move in with my sister, I had gone to bed early after an exhausting day. Jackie was at work, and though it was my last night at home, I was bone tired and had gone to bed fairly early. I had spent most of the evening with mother, enjoying several glasses of wine with her, but it had made me sleepy. I knew mom would in all likelihood finish off the rest of the wine, and I wasn't particularly in the mood to have to deal with her depression under the circumstances.

I'm not sure exactly when it was, but I woke up with the urge to pee and headed down the hallway towards the bathroom. After that, I decided I was hungry and wanted to stop by the kitchen to see if there was something I could snack on before going back to bed. I passed by mom's bedroom and thought I could hear her moaning in her sleep. Once again afraid she was crying, especially with my leaving and all, I couldn't just leave it at that and decided to go in and talk to her and try and reassure her that everything would be ok. I opened her bedroom door fully expecting to see her lying in her bed weeping, and got the biggest surprise of my life. For a moment I was stunned into total immovability. My mother was entirely nude, lying on her back with one hand caressing her breast, and the other deeply embedded inside her pussy. The moans I had heard coming from her bedroom where obviously from her self-pleasuring and not from any depression from my leaving. At exactly the same instant, we seemed to take notice of one another, but all I did was turn and run from her bedroom without even closing the door when I did. I ran as fast as I could up the stairs to my own room and collapsed into bed with my head feeling like it was about to explode. All I could see was my own mother fingering her self and the way she was pulling on her nipples and caressing her breast. Never before in my entire life had I actually thought of her in a sexual way before this, nor imagined even for an instant that she might actually have some sort of normal sexual desires.

I suddenly found myself aroused and sporting an incredible erection. The thought of being aroused at seeing my mother bothered me. On the one hand, she was my mother. On the other, she was still a very attractive looking woman at her age, with large shapely breasts and very erotic dark colored nipples capping each one. Added to that the decadent display of her legs widely spread with her hand busily working her cunt had indelibly burned that image in my mind forever.

I had been absentmindedly fondling my own dick when my bedroom door opened. Obviously none of us were in the habit of knocking on doors, which had caused this particular problem in the first place. And now, here I was in almost the same situation, dick in hand when my mother walked in unannounced.

Once again the strange almost Déjà vu repeat of standing there staring at one another took place, only this time in reverse. But unlike what I had done by running from her room to mine, mother came in, closing the door behind her and stood there looking at me.

There wasn't any point in trying to deny what it was I was doing, or the fact that I was obviously aroused by what I had seen. What I wasn't sure of... was what was going to happen next. I'd never seen that particular look on my mother's face before. Frankly it was hard to describe with any real certainty. Lusty would be one word perhaps, but almost crazed would be another. And it was obvious that she was struggling emotionally with things now herself on top of that.

"I was going to come in here and apologize to you for what you saw me doing..." She began. "But obviously, there's really no point in doing that since I see that you're doing the same thing yourself."

I was still somewhat stunned by this strange turn of events, and though I had removed my hand from my penis, it still stood erect and even throbbing a little which I immediately realized my mother was now staring directly at.

"I always wondered if you'd be as big as your father was." She said catching me off guard. "And I'd have to say, you're easily that... if not even bigger!"

Mom crossed my room and came over to sit down on the bed next to me. She still hadn't taken her eyes away from my stiff prick while she continued discussing it as though it was the most natural thing in the world to be doing at that moment. But at this point, I was hardly noticing that as I now took a closer look at her myself. Mother had thrown on a loose fitting robe in an obvious hurry to come to my room. As she sat down on my bed, the robe parted and clearly revealed one of those firm full breasts. She didn't even bother trying to cover herself, though I'm not sure she was even aware that one of her tits was even sticking out of the robe in the first place.

Before I could say or do anything one way or the other, mother reached out with her hand and suddenly wrapped it around my hard stiff cock. She appeared almost as if she were in a hypnotic state. It was eerie to say the least, if not downright weird. So much so that I was now afraid to say or do anything, and simply allowed her to continue fondling me, figuring that what she was doing to my cock as she played with it would suddenly dawn on her, and she'd come out of whatever trance she was in and release me. The problem was, it felt good.

"Mother?" I said, whispering so softly that I wondered if she'd even heard me the first time. So I said it again.

"Mother?"

"Shhhhh!" She responded almost as quietly as I'd addressed her. The way she'd done that reminded me of how when I was a little boy she'd "shhhhh" me whenever I had been crying and would attempt to comfort me and calm me down, just as she was doing now. Except now, I wasn't that little boy she used to wash in the bathtub and say, "We need to wash your dinky now" too, and what she was holding, and playing with wasn't anywhere's near being a "dinky" at the moment anyway.

The fact that I was enjoying her hand stroking and playing with me sent all sorts of wildly delicious thoughts racing through my mind, all of which I was struggling with at the same time as I knew this was wrong, horribly wrong, and yet I didn't want her to stop doing it either.

All through high school, though I had dated, I had only touched another girls breasts once, and that was in the dark in the cramped back-seat of a car where the experience though exciting had been less than what I had imagined it might be as I'd never even got a good look at her tits let alone anything else. And though we had 'dry-humped' one another like crazy a time or two after that, we'd never so much as truly felt one another up except on the outside of our clothing, so even the touch of my own mother's hand was a first for me in many respects.

Added to that of course, was her firm full breast so clearly revealed to me, and so easily within reach that I actually did so, without consciously thinking about it, half expecting my touch to wake my mother from this revelry she was experiencing, and ending this sordid little depravity that we'd both found ourselves succumbing to. Instead, she groaned at the touch of my hand upon her soft flesh, and leaned over in the next instant to fully engulf my engorged member with her mouth.

"Oh... fuck!" I exclaimed through clenched teeth. I'd never before in my entire life said "fuck" in front of my mother before, not even in anger. And saying it now seemed not only appropriate, but almost beautiful as the sensations of her lips as she sucked me, and the teasingly incredible feel of her tongue as she licked and tickled the super-sensitive head of my cock sent me skyrocketing into oblivion.

I continued to massage her breast, tweaking her erect nipples and eliciting soft mewling sounds from her as I did. Her passion rose, as did mine of course, so when she finally quit licking and sucking me and stood up removing the robe she was wearing entirely, I said nothing, no longer caring that what we were doing, and more than likely about to do was wrong, but wanting it to happen all the same.

Mom straddled me then, reaching down between her legs to touch herself momentarily, withdrawing her finger and offering it to me to taste. I took it in much the same way she once used to give me the spoon she had used when making chocolate pudding and cleaned the essence of her juices from her finger in the same manner that I had done with that spoon.

The next words out of my mouth caught me by surprise, as I hadn't really thought about it until that very moment, or the impact of what if anything they might mean to her when I said them. "I'm still a virgin." I just managed to say. And then the hot silky feel of her cunt slithering down my prick made that little tid-bit of information no longer important.

As silly as this sounds, I was so nervous and so bewildered in a way by all that was happening that I was more in danger of losing my erection than in experiencing a pre-mature ejaculation. Mother knew what was happening of course, and took things slowly guiding me along and giving me words of encouragement until the pure sweetness of her pussy took over and coaxed my prick back into such a turgid state that I swore it had expanded larger than it had ever been before.

"Fuck me Jake. Fuck me hard!" She begged, and in the next instant I was slamming into her as hard as I could, gripping her ass in my hands and pounding my prick into her with stabbing thrusts from beneath, while she in turn slammed into me from above, fucking me with equal frenzy and an urgency that had obviously gone unsatisfied and unfulfilled for years.

In a way, she was no longer my mother. Not the one I knew anyway. This was a hot, aroused, sensual woman with no inhibitions, who wanted pleasure, and who knew how to go about achieving it. The feel of her body pressing against me was exquisite, the way her breasts molded into my hands as I squeezed and caressed them went beyond sensuality, certainly well beyond anything my mother would do, or be capable of. No... this was a woman of fantasy, of dreams that were never made real. And yet... this one was.

"Let me know when you're ready." She said. "I want your seed... but not in my cunt, in my mouth!"

Seconds later we placed ourselves in a mutual '69' position. And though I had NEVER licked a woman's pussy before, I had thought what it must be like hundred's of times. I had in fact once overheard a conversation amongst Becky and Dawn as she told her how much she enjoyed having her pussy licked. And so for me... it had become a major fantasy, but until this very moment, an unfulfilled one.

I might have been inexperienced, but what I lacked in that, I more than made up for in my enthusiasm. That... and listening very carefully to the pleasures of my touch as to what mother enjoyed feeling, and how she seemed to respond to certain things I did to her pussy over others. Flicking her clit with my tongue with quick, soft little butterfly licks seemed to be one of her favorites. So I continued to do that a lot, though I would alternate between licking her, and gently capturing her small tiny nub with my lips and then softly sucking it.

"Oh Jake... it's been a long time since I've cum this way, a VERY long time!"

Just hearing her say this made me want to redouble my efforts. I was intoxicated by the taste of her pussy anyway, all thoughts of my own orgasm so remote at this point that I could have cared less if I came or not. Right now, hearing the moans and groans of my mother's pleasure as I continued to lick and tickle her cunt with my tongue, meant more to me than anything I could have imagined or previously fantasized about.

"Oh fuck Jake... now, please now... make me come honey, make mommy cum!"

Reaching up I found one of her breasts and began to pinch her nipple the way I had initially seen her doing to herself when I first barged into her bedroom. Coupled with that sensation, and the way I was now sucking her clitoris as though nursing at her tit was enough to send her over the edge. Mom exploded with a wetness I had not anticipated, nor was totally prepared for. I was aware that women became "wet", the natural lubrication that made fucking possible as I had learned through various means. But I hadn't known, nor was aware that a few women actually gushed the way she did. I nearly drowned in that first initial splurge of her female cum cream, but as the shock of what she was doing passed, I began drinking from her pussy like a man possessed, finding that now there wasn't enough of that warm sweet pussy juice to sustain me.

When at last she had grown too sensitive to allow me to continue, mom rolled away from me, forcing me to relinquish my lip-lock on her clitty. Moving down between my legs, she attacked my prick with an equally demanding passion that I knew would in mere moments result in her draining my prick of every ounce of fluid that I possessed.

The sounds of my mother sucking my cock were beyond description. She attacked it like a starved woman, which in a way, she was. But actually hearing the almost guttural noises she made as she 'suck-popped' the head of my prick was having its desired affect on me. In moments, I felt the torrent of my sperm explode from deep within my balls and begin the climatic ascent up the shaft of my cock.

"Oh shit mother! It's coming... it's coming!"

Regardless of anything she'd said previously, I fully expected her to release my penis before the onslaught of my orgasm overwhelmed her. If anything however, she had attached herself to me like a vacuum and as the first explosion tore through me, I felt her hungrily, greedily sucking down my ball-batter as fast as I was producing it.

Long after I was complete, satiated beyond belief, mother continued to softly suckle and tenderly lick my cock, ensuring there was no trace of my cum juice remaining anywhere. Her touch had gone from a fiery urgency of need to one of soothing, tender comforting that once again reminded me of her affections so long ago whenever I had been hurt or injured. In a way, she was doing this again, though my mind refused to accept the act, and what had happened, and allowed only that nearly forgotten closeness we had once shared.

At some point I fell asleep, and never heard her leave my room. I awoke in the morning, awareness slowly creeping in to remind me of what had happened between us. My thoughts ran a gauntlet of emotions, guilt, embarrassment, shame and even anger, though not at my mother, but at myself. Regardless of how vulnerable she had been, or even needful... I had had no right to take advantage of the situation the way I had. And though it was true that she had instigated the act it's self I knew even as it happened that mom wasn't in the right frame of mind, and had I stopped her, forcefully if necessary, she would have come to her senses and realized we were making a terrible mistake.

I quickly dressed and rushed downstairs to her room. But surprisingly she was already up. And even more startling was the fact that her bed was made and her room was as neat as a pin. I hadn't seen her bedroom looking like this in months if not years. From her room, I pushed through the swinging doors into the kitchen area and found her there. But once again I was not prepared for what I saw there either.

"Good morning honey. Did you sleep well?"

It was a rhetorical question, as she didn't allow me a word in edge-wise, immediately pointing out to me that breakfast was about ready, and that she had been about to call me down so it wouldn't get cold. Like her bedroom, the kitchen was spotless with the exception of a few dishes that were already soaking in hot soapy water. If I didn't know better, I would almost believe that she had never even gone to sleep, and had spent the remainder of the night simply cleaning house as her way to deal with the horrible act the two of us had experienced together.

"Mom?"

"Yes dear."

"Mom... we need to talk, about last night..."

She was smiling, and I even heard her chuckle as she sort of responded to my statement.

"Best night I've ever had..." She began, which caught me totally unprepared. "Don't remember ever sleeping that soundly before, or waking up as refreshed and alive as I did this morning."

Setting a plate full of steamy hot hash brown potatoes, pancakes with plenty of homemade jam in front of me, I sat staring at the food, not really seeing it, but wondering if in fact mother had somehow managed to blank out the entire episode as her way of dealing with it. Even when I felt the softness of her breast just brush the back of my head as she set the plate down in front of me, which caused me to flinch out of reflex, she appeared to take no notice of the contact and went on with pouring me orange juice as well as a cup of freshly made coffee.

"Now, you'd best eat up. You've got a long drive ahead of you if you want to be there before this evening. And knowing your sister, she'll be worried about you, especially if it gets late."

It was obvious that mom was purposely avoiding any discussion about what had happened, and I decided that perhaps it was best to pretend and do the same thing myself. I had already decided that I would never mention the subject ever again, and that it had been an aberration that would never again be repeated, let alone discussed.

"I've got a few things I want to send along with you that Becky forgot to take. So you finish eating and I'll have them all packed and ready for you before you leave."

With that, mother left the kitchen leaving me alone with my thoughts. Obviously she didn't appear shaken or horribly upset as I half expected to have found her. Instead, she appeared more like her old self, the "mom" I honestly hadn't seen in years for that matter. Suddenly I was ravenously hungry and quickly began to devour the heaping platefuls of food she had left me.

By the time I was finished and had deposited my dirty dishes in the sink to soak, mom had come downstairs carrying a second packed bag that had a few of my sisters things in it.

Realizing that I was actually leaving the house for the first time in my life, to go and actually live someplace different, hit me like a ton of bricks. Once again I felt remorse at leaving, and though she wouldn't be alone, as my twin sister would still be living here with her, I still felt like I was abandoning her in a way, or at the very least, leaving when the uncertainty of our emotions had not as yet been honestly discussed.

"I'll miss you..." I managed to say.

Mom grabbed me then, hugging me to her and softly cried against my shoulder. But it wasn't the mournful cry of loss and disappointment that I had heard so many nights coming from her bedroom, but a cry of acceptance and joy that her son was finally making his way in life, which meant finally leaving the nest.

"I'll miss you too Jake. But... it's not like we won't be seeing one another very soon anyway. You're forgetting, Thanksgivings in two weeks, and your sister and I will be driving up to spend it with you and Becky this year. So we'll see each other then, and then I expect you both here for Christmas the following month."

What she said was true of course. But even so, it suddenly felt different. I knew that I would never again walk through the door with the understanding that I actually lived here. I picked up my suitcases and headed towards the door as mom followed. She met me there of course, and then we embraced in a final hug, and a kiss, which I had fully expected to be a typical 'good-bye-see you soon' kind of a kiss. Instead, mother kissed me in a way she had never done before, long lingering, and in such a way that it left no doubt in my mind that she was remembering our past night together. I simply stood there, kissing her back, unsure of what I should do or say for that matter, and waited for the kiss to end, which it finally did. But even then there was a wicked gleam to her eye that told me she had purposely done that to show me she was right in the head, and that if anything, given the chance, it would happen again.

I had much to think about on the long drive up to where Becky lived. And as I argued back and forth with myself over it, I finally came to the conclusion that if I could talk to anyone about what had happened, I could talk to Becky. If anyone could help me sort all this out, and do so without judging me, and look at things in a better light as to how she and I could then deal with mom regarding it, she could.

By the time I arrived, it was late due to the weather suddenly turning bad and forcing me to slow down considerably. Becky had already dressed for bed, which for her consisted of a pair of panties and a tank top, her normal sleeping attire. Perhaps it was my being overly sensitive based on everything that had recently happened, but I had a hard time not looking at my sisters breasts which were clearly defined beneath the tight fitting tank top, including nearly every bump and dimple of her semi-erect nipples.

Becky had shown me my room, and after depositing my bags, and handing her the one mother had packed for her, we settled down on the couch together to catch up on things and discuss our new living arrangement. But all this did of course was make the proximity of sitting so close to her under these conditions that much harder for me to ignore, especially with her dressed the way she was.

"What's bothering you little brother?" She asked "Come on... I know you. And I know whenever something's eating at you, so come on... fess up. What is it?"

"Oh Becky. I don't even know how to begin to tell you this, or what you'll think of me after I do. But you're about the only person I know who will at least listen to me first. And then help me decide what I... or maybe what we should do."

Becky sat back, curious of course, but allowing me to find the courage to tell her the sordid details without interrupting me. And so I began, telling her from the beginning of how I used to walk by mother's bedroom hearing her crying and how I had thought she was doing the same thing when I first walked in on her while she was playing with herself.

I had just finished describing to her what I had seen our mother doing when she stopped me momentarily from continuing on.