Elizabeth (Liz) Schwartz drove her BMW into the parking lot, parked and turned off the ignition and looked admiringly at the medical building. The large sign just to the left of the double glass doors had her son's name prominently featured in bold black and gold lettering, Richard M. Schwartz, MD ... well at least that was the way Liz saw it. In reality Richard's name was just one of several doctors in the Family Practice group but in Liz's mind there was only Richard's name. God she wished that her husband Harry had lived long enough to see this; he would have been so damned proud of Richard!

She looked at her watch and realized that it was almost five o'clock and she had told Richard that she would meet him at a quarter two five and now she was late ... yet again. She hopped out of the car and walked up the steps and into the clinic. She was dressed like she always dressed for her son; a nice Armani suit, silk blouse, two inch high heels and silk French panties with a matching bra. All-in-all the outfit cost her more than $2000 but she didn't mind, one had to dress appropriately when you son was a doctor! Liz had just turned forty-nine but she knew she could have easily passed for thirty-five. She religiously worked out at a private spa and if someone were to see her naked, not that anyone would ever see her like that, but if they did they would realize that her 36C breasts had little sag, and that her long legs could have passed for someone in their twenties and that her only real flaw was that her butt was just a little flat ... still she was quite the beautiful woman!

She opened the front door and the receptionist looked up and smiled.

"Good afternoon Mrs. Schwartz ... Doctor Schwartz is waiting for you ... I'll page him."

"Thank you Pam." She knew everyone's first name in the clinic; after all it wouldn't do to call Richard's staff by their last names that would have been too snobby and Liz certainly wasn't a snob!

"Mother!" Richard called out as he came through the door. He walked quickly up to his mother, hugged her then kissed her on her cheek. "Well mother don't you look beautiful today, spectacular actually?"

"Hummm, does that mean that I don't always look spectacular?" She pushed out her lips and pouted.

He laughed. "No mother, you always look spectacular." He looked into her face and saw something else and he wasn't sure what it was but something was definitely bothering his mother. "Mom, something's wrong?"

Liz looked at her son for a moment and thought to herself, God this is going to be hard to say. She smiled and took a deep breath and then just blurted out, "Honey ... I ... look sweetie I need you to get me an appointment with a really good gynecologist."

He was immediately alert. "A gynecologist ... why mom, what's wrong?"

She wanted to tell him, she really did but it was harder that she had thought it would be. "Uh, well yesterday when I was taking a shower I did my monthly ... you know, breast exam and I think I felt a lump. Oh God Richard I think I may have breast cancer. You know that my mother had both breast and cervical cancer and ... oh honey, I'm scared to death."

He put his hand on her shoulder. "Come on mom, let's talk about this."

She followed him down the hallway and into an exam room.

"Look mom I'm going down to my office and grab my stethoscope and I'll be right back. Why don't you slip out of your clothes and put on a gown and I'll give you a thorough exam, then we'll see what happens." He handed her a yellow paper gown.

"Richard? Honey I can't ... I mean ... for Gods sake I'm your mother!"

He looked at her confused. "What? Oh sure, I see. Well look mother I'm a doctor and a damned good one by the way. I understand how you must feel but don't think of me as your son but as your doctor. Besides if I can't take care of my own mother then why did I spend all those years studying medicine? Now go ahead and get changed and I'll be right back." With that, he spun and walked out of the room.

Liz stood there stunned. Did he really expect her to disrobe and let him see her half naked? She was confused then she thought to herself, why not, after all he is a doctor and he must see naked women all of the time. Bolstered by that thought she slipped off her jacked and hung it neatly on the back of a chair. She unzipped her skirt, folded it and laid it on top of her jacket then began unbuttoning her blouse. That too joined the rest of her clothes. Finally she reached behind her and unsnapped her bra and laid it on her blouse then in nothing but her panties she donned the paper garment, backwards of course. She looked at herself in the small mirror over the sink, shrugged her shoulders and sat on the edge of the exam table and waited. It seemed like an eternity until the door finally opened and her Richard stood there in his white doctor's coat with his stethoscope slung around his neck.

He smiled reassuringly. "Don't be nervous mom just let me do what I do best. First let's get your vitals." He took her temperature (normal), her pulse (88, a little high) her respirations (18, again, normal) and her blood pressure (144/92 a little high but understandable considering all her fears). "Ok mother, I'm going to listen to your lungs, from the back first so when I tell you, take a deep breath, hold it, then slowly let it out ... okay?"

"Uh ... sure."

He opened the gown and placed the stethoscope in various places on her back she took breaths as he had told her to do.

"Okay mom, now your chest."

She just assumed that he would put the stethoscope over the front of her gown but he didn't, he pulled the paper gown down to her waist exposing her breasts then placed the palm of his hand on her right breast and moved her breast a little to her right and then put the stethoscope under her breast centered under her nipple and listened.

"Uh mom, you're not breathing ... take a deep breath please."

She looked at her son and took in a deep breath, held it then slowly let it out. She felt his fingers touching her nipple and then to her shame she felt her nipple harden. Oh Christ, please don't do this to me, please!

Richard's ears were listening to his mother's lungs but his eyes were on her breasts. God he never realized that she had such great looking breasts. Jesus he wanted to just lean down and take one into his mouth and suck on it. He started to move his stethoscope when he felt her nipple harden. Was she getting turned on he wondered. He removed the stethoscope and walked around to the other side of the table and reached out and took his mother's breast and moved it to the side only this time he intentionally let her nipple side between his index and first finger. It got hard immediately, well, well he thought.

Liz closed her eyes and prayed that this would all just go away but she knew that it wouldn't. Thinking that she was responding to her son's touch because she had gone so long without a man she thought back and tried to remember the last time she had intercourse. Harry had passed almost five years ago and she had only dated one man since and that had been Bill Crawford, and if she remembered correctly he had taken her to bed just once and that had been what ... a little over three years ago? Yup, three years and he had been a lousy fuck anyway, nothing like Harry at all.

"Okay mom, please stand up and let me check your breasts."

She stood up and caught the gown as it started to fall to the floor. She was confused as to what to do with it but then realized he was going to do a breast exam and their wasn't any point in putting it back on so she simply laid it on the exam table. She closed her eyes so she wouldn't have to look into her son's face as he touched her breasts.

When she stood up Richard was even more amazed at his mother's breasts. "Mom, what size bra do you wear?"

She took a deep breath. "36C honey."

"Okay, now point to where you felt the lump."

She pointed to a spot just to the left of her right nipple. "Right about there honey."

"Okay then we'll start with your left breast ... just to see what you feel like normally." He shook his head in amazement. God she was forty-nine and could easily pass for thirty-five, maybe even thirty and there was hardly any sag to her breasts at all! Friggin amazing! He cupped her right breast and lifted it up like he was weighing it then let it go and did the same to her left breast. Her skin was perfect, lightly tanned with just a hint of freckles. Her breasts were soft and pliable and warm. Her areolas were a light brown color and about two inches across and her nipples were perfectly centered and about the size of the tip of his little finger. God she was beautiful. "Okay mom, left arm over the top of your head."

She did as he asked and he put his first three fingers together and began making small circles at various points over her breast. It felt so damned sexy and she knew that she was getting wet. She felt herself begin to sweat and then a little tremor started shooting throughout her body and she knew that she had cum. She could only hope that her son hadn't noticed.

Richard watched as his mother got more and more turned on. The way she was swaying back and forth as he touched her breasts, the sweating and then there was the small shaking he felt as he touched her breasts. When she shivered he wondered if she had just had an orgasm. He was pretty sure that when he touched her pussy it was going to be nice and wet. "Okay mom, now the other side."