Chapter 1

She had loved her little boy from the time he was born of course, but more recently her interest were becoming more carnal. He was growing into a handsome young teen with lots of promise.

"Lots ", she thought, "Lots of promise. Oh my," she blushed at her own thoughts."

Virginia and her son Ben had been living with her parents for almost a year. Virginia's husband had just disappeared a year ago, with what turned out to be his girl friend. Virginia was all right with that, he was such a worthless bastard anyway, she was glad he was gone.

The only trouble was that there wasn't a lot of room for them in her parents house and she and her thirteen year old son had to sleep in the finished cellar playroom. Their own little apartment in a way, it was actually kind of neat. They both liked it and they grew closer.

They had lots of space and their own bathroom, and spent evenings watching movies on the VCR or T.V. Benny had a twin sized bed to sleep on and his mother a queen sized one. The two beds were separated by a folding screen, but they always watched T.V., lying on Virginia's big bed.

Virginia knew that Benny, liked to watch her undress and get into her nightgown. It was a firm rule, that she made him get on his side of the folding screen while she took off her clothes but she knew also that he watched her through the crack between the screen partitions. It turned her on actually once she thought about it, even if at first she felt guilty about it.

It wasn't long before she was taking her time changing giving him a good show. She had a very nice body, thirty-eight, D cup tits and a pretty mat of carefully trimmed dark brown pubic hair. She would put on her almost see-through nightie and her satin robe. Then Virginia would call to him to come get in Mommy's bed, and watch television. She knew that he would jump in bed with her, pulling the sheet up to his waist to hide his obvious erection. She loved knowing she turned him on like that, and of course she had seen his hard cock before he covered it up, she liked seeing that. At any rate the B.V.D.'s, he slept in were always over full after her little shows. She smiled pleased.

But that was as far as it went until the night she fell asleep. It couldn't have been any more natural. Virginia had, had a very busy day at work and bone tiered she had fallen asleep early, nine thirty or so. Benny wide wake stayed up later and around midnight, with his mother sleeping soundly, switched to an adult entertainment station. The way his mother was sleeping, if he leaned forward he could see down the front of her gown and saw one of her nipples. That excited him a lot and the two women, in the porn flick he was watching, tongue fucking each other's pussies... got him even more turned on. Ben figured with his mother asleep he could jack off in her bed while he watched the flick. A couple of minutes later with his underwear down to his knees Benny was in the midst of extra hot masturbation.

Virginia woke slowly feeling the bed move in a new steady rhythm and hearing the groans and moans of the women in the film. Instinctively rather than open her eyes immediately, she just cracked her eyes open and was amazed, but not surprised at what she saw only two feet or so away from her face. Her sons beautiful cock, not huge but big for his age, was fully erect as he jacked off. Pre-cum glistened from it's plum shaped head. She was thrilled and scared at the same time. It had been so long since she had seen a male hard-on she got immediately wet. One of her hands moved slowly under the sheet to her sopping cunt.

'God ' she thought, 'I'm so horny... I want to touch that gorgeous prick... even if it is my own son... I just have to.' She had to do something so she sat up in bed supporting herself on her elbows.

"What are you doing Ben? Your masturbating in my bed... Ben."

Ben snapped out of his euphoria, "Oh shit mom... I'm sorry Mom... I thought you were asleep... I'm sorry mom... don't tell Gamma with you?... Oh dam I'm sorry... I'll get into my own bed Ma... sorry... I'll never do it again..." he was pulling up his B.V.D.'s as quickly as he could but they wouldn't cover his long hard cock.

"No Honey don't look so scared. I know what your doing. You don't have to pull up your underwear. Mommy knows you do that, everybody does, some times I can hear you doing it in your own bed when you think I'm sleeping. But don't leave keep watching the film and doing yourself, I want to watch. You don't mind do you? I've wanted to see you doing it for so long baby,... go on and do it some more for your mother."

"No Ma... I mean sure Ma, if your sure." he looked at her skeptically, "if your sure Ma."

That was when Virginia noticed Ben's eyes kept going to her cleavage.

"You really like Mommy's titties don't you Ben? I've seen you look before. Boys and men always like women's tits Ben, even their mother's."

Ben's eyes snapped back to the movie, "Ahhh ya I guess. Ya Ma you know... they are so... big and... beautiful... they're pretty, that's all"

"And they get your little thingy hard don't they... ?"

"Ya " Ben laughed a nervous laugh. "Ya I guess they do that to me."

"O.K. then I'll make a deal with you, you stay, and let me watch you jacking off and I'll let you see my tits... Deal?"

Ben smiled at his mother no longer nervous. "Heck ya Ma... deal... good deal." He smiled more sure of himself now and pushed his underwear back down and off. He took his cock back into his hand and boldly stared at his mothers fine big tits. Virginia untied her robe and then the tiny pink bows on her nightgown top. She pulled aside the thin fabric and exposed her large tits with their large brown nipples to her son. Her hand between her legs move smoothly over her own clit and sent shivers of pure delight throughout her body.

Virginia continued to masturbate as she watched her son do the same. She couldn't believe what a big cock he had for a twelve year old. Knowing she was exposing her tits to him was a huge turn on also, and her nipples were so hard they were beginning to hurt.

Benny had forgotten the movie and just stared at his mother's tits while he jacked off. His mother's tits swayed slightly with the movement of the bed, he wished he could touch her nipples but was afraid to ask. Then he started to cum.