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My mom had me was just 18, at least that’s what she told me. Actually I knew that 18 was when she got pregnant with me but hadn’t ever married the guy. He was only a year older than she was. She must have really loved him because she wouldn’t go out with any guys. She did have a girl friend as I was growing up and sometimes she would sleep over with my mom when I was younger. My mom never admitted to being bi but a couple of times I came home from school earlier than expected and caught them in bed together. My mom always told me they were just napping. I didn’t catch on until I was a lot older. But more on that later. Sherry, her girlfriend, took another job and moved away when I was f******n and since then Mom and I got closer and her life pretty much focused on me.

Anyway she totally tried to make it on her own and we were pretty much living as cheaply as we could. We lived in a very small, one bedroom apartment. We slept in the same bed until my 6Th birthday when she bought me my own bed. I thought it was good at first but I really missed snuggling up to her at night but she said I needed to grow up and be a man, whatever that meant. That was when she started having Sherry over.

Now, my mom has a nice figure. Perfectly nice sexy breasts and a pretty face. She didn’t wear sexy clothes, except when she went to bed. At least I thought they were pretty sexy. They weren’t see-through negligees or anything but I started to notice them more and more after I learned about sex. She always wore these flimsy things that only came down to mid thigh. And she usually didn’t wear panties to bed. I know.

My 18Th birthday was in two days and I had grown a lot. I was taller than she was now, almost 6 feet. We were still living in the same rundown apartment. When we got home that afternoon, she from work and I from school, we found that water had overflowed from a bathtub in the apartment above us. They had left the water on by accident and water had soaked part of our ceiling and the plaster and water had fallen down right on my bed. The mattress was soaked and there was no way I could sleep there and I asked what I was going to do. “Well,” she answered, “you’ll just have to sleep with me honey. We’ll just pretend you’re my little boy again.”

Now I had been lusting after my mom for the last couple of years. More and more she would walk around briefly in her bra and panties. A couple of months before my birthday she had opened the door on the bathroom just as I had gotten out of the shower. I had been fantasizing about my sexy mom and my cock was hard as a rock. I was facing the door and was drying off my face and as I pulled the towel down I saw that the door was open and she was looking right at my seven inch cock. She smiled and apologized for walking in on me and slowly closed the door. The next day I returned the favor, kind of. I got a glimpse of her shaving her legs in the bathroom. I think she thought I was watching TV and had left the door partly open. She was sitting on the edge of the tub. It has a flat ledge you can sit on. She had just showered and was totally naked. I stared as she was bending over shaving her legs, her breasts hanging down. I could see the nipples of her breasts and it was beautiful and I just kept staring for I don’t know how long.

Suddenly she looked up and saw me. She covered her breasts with her hand and just smiled at me and said “Now don’t be peeking Johnny. Come here and pull the door closed for me.” I walked over, staring at her body the whole time. I could start to see some of her pussy hairs when I got close and I froze, still staring. After a few seconds she just said, “You can close the door now Johnny.” She was still smiling and I didn’t feel like I was in trouble but it snapped me out of it and I reluctantly pulled the door closed.

Since then she would come out of the bathroom after showering covered only by a towel in front. She held the towel in front of her and told me to turn my back as she walked into the bedroom. I would turn my back briefly and then watch as she walked, naked from behind, into our room. We had put a couple of sheets for a divider in the bedroom but I had been peeking around the sheets every chance I got, especially when she came out of the shower or was changing clothes. Lately she hadn’t been closing the door to the bedroom and I would quietly slip into my half of the room and peek around the curtain to watch her.

She would spend a couple of minutes with her back to me, naked, in front of her mirror brushing her hair and I would just stare, enjoying every second while stroking my cock. The mirror was facing the wrong way and was blocked from the side and I never could figure out a way to adjust it so that I could see her from the front. The most I had ever gotten to see in the bedroom was her bare bottom and a sideways view of her tits but it was enough to get me jerking off every day just thinking about it. I would also go through her drawers just to look at her bras and panties and a year or so before this I found something that really shocked me: vibrators. I would stay awake at night listening for her using them. She would try to be quiet about it but I could hear the soft humming from them after she thought I had gone to sleep. I would jerk off listening for her moans when she would orgasm. She used them almost every night, sometimes having two or three orgasms.

So that was the situation when she told me that I could sleep with her. I knew that it couldn’t mean sex but I had hopes. And one of the hopes was that she would wear one of her short, flimsy nighties. She didn’t disappoint me and as a matter of fact it was one of her shortest and flimsiest.

She had me take a shower first and get into bed before she did. I usually slept in my boxers and was under the sheets when she came in. Of course she had changed in the bathroom and didn’t come in naked but she was wearing that nightie that only came down a little below her crotch. The light was off in the bedroom but we always left the kitchen light on as a nightlight. And so when she walked in, the kitchen light from behind silhouetted her and it was almost like she was naked. My hard-on stuck up like a tent pole under the sheets but I didn’t try to hide it because I hoped she would notice it. She didn’t seem to notice it but she crawled into bed facing me and pulled me to her to give me a kiss and hug goodnight. I think I nearly fainted as I felt her tits press up against me and I gave her a little extra hug wanting it to last as long as possible. She didn’t seem to mind and I took a chance and let my hand slide down her back onto her ass. She put her hand gently on mine, moving it onto her hip saying, “Now, now, that’s very sweet but don’t get too worked up honey. We need our sleep.”

I let her go and gave her a kiss goodnight and she rolled over and seemed to go to sleep quickly. I was so turned on that I almost came without touching myself. I had to have her, it was driving me crazy. I slipped my briefs off and was then naked in bed with her! Just the thought of it nearly made me come. I had always snuggled up to her when I was little and now that she was asleep I reached my hand to her hip. Her nightie had slid up to her waist and my hand was on her bare flesh. She made a little pleasant murmur in her sleep, like an “mm-mm” and I moved closer to her. My cock touched her warm flesh and I couldn’t resist. I snuggled up against her and positioned my cock between her ass cheeks and d****d my arm around her middle. I was dripping with precum and started fucking my mom’s ass cheeks. I couldn’t stop myself and in seconds I came all over her ass. As I was coming I slid my hand up her front, feeling her tits through the nightie. The nipples were hard and she gave another soft ‘mm-mm’ in her sleep and I actually felt her ass wiggle a little and stroke with me as I came. I had all I could do to keep from moaning out loud, the orgasm was so intense.

I was totally exhausted and I just lay there for at least a half hour with my cock nestled between her cummy cheeks. I must have fallen asleep without knowing it because the next thing I knew it was morning and mom was out of bed and making breakfast. “Time to get out of bed sleepy head,” she said cheerily from the kitchenette. I realized that the sheets were off me and I was lying there naked. I was scared out of my mind, worrying that she must have known what I had done and completely embarrassed at what I had let myself do. I pulled on my briefs and walked out to head into the bathroom. She was standing with her back to me and was still only wearing her nightie. I could actually see my cum stains on the bottom of it and I didn’t know how she could miss it. But she didn’t seem to notice and we had a nice cheery breakfast before she drove me off to school.

My mattress was still wet the next night so I was happy to sleep with my mom again. It actually hadn’t seemed to be any drier and I couldn’t figure that out but I wasn’t complaining. I had to keep my legs crossed or my back turned to mom because I had a hard-on nearly the whole evening just thinking about her in bed with me and maybe being able to fuck her ass cheeks again. I was furiously trying to think of some way I could actually fuck her. Tonight I really wanted to feel her tits. Once again I got to bed first and once again she wore a very short nightie. This time it was one that buttoned up the front and once again I got a good show as she came into the room. I could see her crotch perfectly silhouetted in the doorway and for some reason she paused and turned sideways as if she had forgotten something. This also gave me a great look at her tits and I just stared. I could see that she only had the bottom button buttoned and it was partially open all the way down to her waist.

After a few seconds she turned and came to bed. My dick was so hard it was poking out of my briefs but I didn’t care. I was facing her direction as she picked up the sheets and climbed in. She lifted them up high enough that she could have seen my cock sticking out but I didn’t know if she had. She climbed in and slid down under the sheets and I knew that the nightie had to be halfway up her tummy. She turned toward me for another hug and kiss good night just like the night before. I gave her a little kiss on the lips and said “good night mom”. My hand went around her back and pulled her toward me for the hug. I was right, her back was bare and I knew her naked pussy was only inches away from my cock. She willingly moved toward me for a little embrace and our chests touched. Her nightie was completely open! I felt her nipples up against my chest. I was almost out of control. I kissed her on the lips again and she returned the kiss. My hand once again moved down her back, onto her ass, this time her naked ass. She didn’t stop me at first and my hand fondled her ass for several seconds before she said, “Now honey, that’s very sweet but you shouldn’t get yourself worked up. We have to get some sleep.” It was just like last night except that it was several more seconds before she put her hand on mine and gently moved it over to her hip. She gave me one more little squeeze and I was hoping she would move her hips close to me so she could feel my cock but then she rolled over and seemed to be asleep very quickly.

When her breathing seemed regular and I was sure she was asleep, I once again slipped off my briefs and moved up against her and positioned my cock between her ass cheeks. My hand went around her and this time her arm wasn’t in the way of her pussy. As I started to fuck her ass cheeks, I groped for and found her pussy. I didn’t really know what to do, I just wanted the thrill of touching her. I found her pubic mound. She was on her side but both legs were splayed apart enough for me to get a little taste of what a woman’s pussy was like. I found her slit and gently ran my finger along it. It was actually very moist and I heard her give out a low moan in her sleep. I was afraid she would wake up and I would be caught so I stopped but I kept on running my cock back and forth over her ass cheeks.

I wanted something more so I ran my hands up her front. Even the single button was undone and the nightie might as well have not been there. I found first one breast and then the other, cupping them in my hands and then caressing the nipples. She let out another soft “mm-mm” and her hips were moving slightly with my stroking. It was so exciting that again I came almost immediately. My mom moved her arms, putting her hands down between her legs, covering up her pussy and I finished cumming, splashing cum all over her ass and back. My mom was still gently moving in her sleep (or so I thought) and a little while after I came, her breath became short and I noticed that her arms were quietly moving. I think she was fingering herself to an orgasm. After a while there came several short breaths and then she quieted down.

Once again I must have fallen asleep and once again woke up to mom making breakfast. And once again the sheets were totally off and I was laying there nude on the bed. I don’t know how mom didn’t see that. When I got up, she still had on the nightie and now the one button was fastened again. But I could still see through the fabric and got another hard-on seeing her every curve. She changed while I was in the bathroom and we had another cheery breakfast and nothing was said about her waking up with crinkly dried cum on her ass and the bed damp from cum stains. She drove me to school, gave me a kiss and drove off to work.

When we both got back to the apartment that evening the bed still wasn’t anywhere near dry and we discovered that water had gotten into both our dressers from the mini-flood and a lot of our clothes were starting to mildew. So we had to do laundry. Mom suggested that we might as well wash everything, including the underwear we had on now so we put those in also. I thought that was a little unnecessary but figured she was just being thorough. That left her in her working dress and me in just my jeans and a sweater. There are washers and dryers in the apartment building so we took everything downstairs and threw them in the washers. She told me that I could go back up and she would stay there and put the stuff in the dryer. It might be a while since only one dryer was operational. Two of the three had been out for the last week and the building super hadn’t gotten them fixed yet.

Well, an hour later my mom came back up with a load of wet clothes. She told me that the third dryer had gone out with a load of our clothes in it! Now we had no way to dry our clothes except to hang them up in the apartment and let them dry overnight. All of our underwear and ALL of her nighties were in the wash! After we hung as many things up as we could it was bedtime and I said, “Mom everything I wear to bed is in the wash. I don’t have anything and I don’t want to sleep in jeans.”

“Well, I guess we’re in the same boat because all of my nighties are in the wash too.” There was a pregnant pause. We both started to say something at the same time and I shut up to let her speak. “You know, there’s no problem. We’re covered up under the sheets. We’ll both just sleep in the nude. Do you mind honey?”

“No that’s OK. I like sleeping in the nude. It feels nice.” I couldn’t think of anything else to say and mom just smiled and said she liked it too.

“As a matter of fact,” she said “I prefer sleeping that way. I would just as soon sleep in the nude all the time but I didn’t think you would be comfortable with it.”

“No mom, I like it too.” Once again I couldn’t think of anything clever to say so the conversation ended with her just smiling at me. I took my shower and came out wearing a towel telling her it was her turn. She passed me into the bathroom wearing her towel in her normal way, (holding it in front of her with her ass bare behind her.) She didn’t even tell me not to look and just breezed past me. I stared, as usual, and she went into the bathroom. She didn’t bother to close the door all the way and hung the towel on the rack and bent down to turn on the water. I got a very nice view of her tits from the side as she did it. I was still staring at her when two things happened at once. My towel came undone and fell off, my stiff cock sticking out pointing right at mom, and just at the same time mom looked up and saw me staring at her. She didn’t get angry but just turned a little to hide her tits, looked at me for several seconds with a big smile, then said “Now don’t you be peeking at me young man. If you want a show then just ask for one.” And she stepped into the shower with me having my mouth hanging open.

I picked up my towel and climbed into bed waiting for her. My mind was racing a mile a minute. Ask for a show? I could do that, I was asking myself. So I decided I would do just that. She took a bit longer than she normally took but finally she came in with her towel in front of her so I spoke up with a big smile, “Mom, I want that show you told me to ask for.”

“Oh you do, do you?” she said. “Well, the lights are off so I guess it’s all right.” Of course the light was still on from the other room and the door was open but I wasn’t going to mention that! She dropped the towel and put her hands on her hips, then turned around to give me the complete view, turned around again for a few seconds and then climbed into bed with me. The light was still behind her so I couldn’t see her front too well but I didn’t notice any dark patch around her pussy. “Satisfied honey? Just don’t ask for it with the lights on.” When she climbed in she had lifted the sheets very high and looked at me as she got in. I knew she could see my hard-on but she didn’t say anything about it.

She pulled the sheets up to our necks and I asked for a hug and kiss good night. We moved together and this time I put my arm around her below the small of her back, right up against her ass. She didn’t object and she kissed me on the lips. We parted and I pulled her and she moved into my arms, her breasts against my chest. I moved my hand down to her ass now and started fondling her cheeks. She didn’t stop me and I pulled her gently. She moved her hips up against mine pushing my cock flat against her pussy. I didn’t feel any hair. I kissed her again and she finally returned the kiss. Her mouth opened a little. I didn’t know why and I opened mine too. Her tongue darted into my mouth and played with my tongue for a second. I liked it and stuck mine into her mouth and we did that for a minute, all the while my hand was caressing her bare bottom. Finally she said, “Do you really think your hand should be there honey?”

“Well, I like it mom. You feel so soft and warm. I like feeling your body next to mine. Don’t you like it?” I was starting to pull her crotch harder against mine and once again I felt I was on the verge of cumming and I was frantic to fuck this woman. I started to press into her and move my hips. She responded by moving hers a little, then stopped and moved apart a little.

“Yes I do like it. Very much. But I don’t know if we should get this close.

Maybe you should just be happy looking. Would you like to just look?” And with that she pulled the sheets back so I could see her tits.

They were just beautiful, even in the dim light but I wanted to see all of her so I pulled the sheets all the way off.

“Photos http://uii.io/cA3Ke

Her pussy was beautiful and sexy and totally shaved! She must have done it before she came to bed.

She was still on her side facing me and I gently pushed her onto her back and then spread her legs so I could feast my eyes on her pussy. Without a word I leaned over and started kissing and sucking her breasts. My right hand went to her crotch and started sliding up and down her pussy. She was wet already and gasped at my attention but said, “No honey, please no. I only said look, not touch. Honey, please stop.” But there was no way I was going to stop now. I wanted to see, touch, and taste everything and she made no attempt to stop me. I pushed my finger into her as I was sucking her tits. She gasped and pulled my head into her breasts with one hand and she put the other hand on top of the one that was probing her. But she didn’t try to pull it away. She was talking constantly, first it was “No, no, please stop baby.” And then it was “Oh that feels so wonderful baby, it’s been so long.”

Eventually there were only moans of pleasure and little hints about where to go and how to do things. Then she spread her legs further apart and guided me on top of her. She reached down to hold my cock and guided it into her pussy. I was only 18 and had no control at all and in about 5 strokes I yelled, “I’m gonna cum mom, I’m gonna cum.”

She just said, “Oh it’s alright baby. Cum in me. Fuck my pussy baby, fuck me, fuck me, fuuuuck me please. Fill my pussy with your cum baby. It’s been so long…” And I came into her shuddering with each pulse of my cock, it was so intense. I rammed into her as deep as I could, straining to penetrate as far as I could, our crotches straining into each other. When I was done, I was exhausted and rolled off her. She took my hand and guided it back to her crotch, showing me where her clit was and coaxed me into bringing her to a huge orgasm. I sucked her tits while doing it and that made her even higher. It was indescribable. Afterward we lay there for a half hour without saying much until she asked me if that wasn’t a lot better than trying to fuck her ass cheeks! And she told me she had been awake the whole time both nights and had loved every second of it.

I was relieved and excited and bent over to start kissing and sucking her breasts again. I couldn’t get enough of them. She reached down to stroke my cock. It wasn’t hard again yet but was starting to rise and I said I wished I could fuck her again but I wasn’t hard enough. Without a word she moved around, bent over my cock and started to kiss it sweetly. I couldn’t believe what she was doing. Her lips felt so warm and sweet on my cock! I started to moan and tell her how great it felt. Then her tongue licked out and ran over the underside of my cock and I shuddered. I started to arch upwards wanting her to take my cock in her mouth. For a couple of seconds she continued to lick and kiss and then I felt her wet lips close over my tip. She ran her tongue over my seeping pee hole and then started to suck up and down my cock. By this time I was hard as a rock again but I lasted longer than last time. It took probably 4 or 5 minutes of incredible cock sucking and I was ready to cum. I yelled out to her to stop because I was about to cum and she just murmured a sexy “mm-mm-mm” as she kept moving her warm, wet lips up and down my cock, pausing each time to run her tongue up the underside and suck on the tip before going down again. In a couple of more seconds I started to cum. I grabbed her hair and cried out, “Mom I’m cumming, I’m cumming!” as she kept sucking. I spurted once and she just kept murmuring “mm-mm-mm” as she sucked on my tip, swallowing down my cum and then sucking slowly down and back, drawing all the cum out of me. She kept sucking until she had sucked me dry and I started shrinking. I lay back, totally drained, my cock aching and she turned back around and snuggled up to me. I kept telling her how fantastic that was and she told me how nice I tasted. After another short kissing session she got up and told me she wanted to take a quick shower to clean up and I just lay there on my back, glowing with the thoughts of the fantastic sex I had just experienced. I watched mom as she got up naked and walked out the door to the bathroom. Her shower was over in a couple of minutes and she dried off and walked back into the room naked and lay down next to me again.

After a little while I started to feel guilty. “Mom you made me cum again but you didn’t get the chance to.” I had my hand down to her pussy and was gently stroking it. She said, “I loved it when you were sucking my breasts. Wouldn’t you like to lick me? I’d love to feel you sucking my clit and licking my pussy.”

I told her that I didn’t know exactly what to do and she said it was OK, she would guide me. She spread her legs and I crawled up between them. I told her “your pussy smells really nice mom” and she told me she had used a flavored lubricant after washing my cum off her and that I should taste it. I first kissed her on her vagina, then gave a lick all the way up her slit. Then with her suggestion, I parted her lips with my fingers and started running my tongue up and down it while gently finger fucking her with my middle finger. Her clit was hard at the top of her pussy and she directed me to start sucking it in between licks. I put my hands under her ass and lifted her pussy to my lips. She helped me by arching and moaning in agony as I tortured her. She must have lasted more than half an hour as I sucked and licked and finger fucked her until she finally made me stop. Then she told me that I had made her come a dozen times and that it had been the best sex she had had since she was a teenager. That made me really glow. By this time I was starting to recover and she gently started stroking me. After a minute or two of that I was rock hard again and she rolled me over on my back and climbed on top of me. Her tits were hanging right in front of me as she mounted me and started to ride my cock. I put my hands on her ass and reached my head up to suck her tits as we fucked. This time I lasted at least ten minutes but finally came again, arching up into her as deeply as I could. This caused her to moan loudly and I really think she came again right along with me. We continued to fuck slowly for several more minutes before she finally rolled off me.

We lay there next to each other and she snuggled up to me, calling me her baby. Neither one of us was tired enough to sleep and we lay there talking for a long time. We talked about sex, mostly, and she told me all about how she had lost her virginity when she was just eleven. The thought of her as a little girl having sex was very erotic to me and I pushed her to hear about all her sexual life. She told me about the sex with her twelve year old boyfriend (eventually my father), with several older men including her teenage paperboy, a UPS driver, and even how she had seduced her dad, all before she was thirteen. She even mentioned that she had a very sexual relationship with her younger sister Sally when Sally was just ten years old. She had thought it would be exciting to get her k** sister turned on and see her learn everything about sex. Apparently there was a very juicy story about how her sister lost her virginity with their father but I didn’t get those details until much later.

Eventually we both stopped talking and she rolled on to her side. I snuggled up next to her with my cock pressed wonderfully between her ass cheeks, my right arm over her, holding her breast, and me kissing her softly on the neck and shoulders. She sighed contentedly, wiggled her naked bottom around my limp cock and we both fell quickly asleep.

This turned out to only be the beginning of an incredibly sexy relationship, not only with her but with … well those parts of the story will follow, as I get time to write them down.

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