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t had been snowing heavily for the last few hours but now it was getting worse. We decided to pull in at a service area for a break when we saw the overhead sign saying that the motorway was closed ahead. Mum suggested we get rooms in the hotel and continue up the road tomorrow. I wasn't too keen on the idea because I really wanted to get home that night and hated motorway hotels.

To make matters worse there was only one room still available, as it seemed we were one of the last few to have pulled over for the night. It was a double room so that put paid to my idea of watching TV till the early hours. I also had severe misgivings about sleeping in a bed with mum- that was just too weird.

We went for some food in the service area but most of it was closed so we ended up settling for some warmed up paninis and tea. Then it was up to the room and into bed. I was the first into bed and lay there watching TV while mum took off her makeup in the bathroom and got changed.

She came back into the bedroom wearing a short white nightie that ended just below her crotch. The bottom 3 inches was made of lace. I'd caught glimpses of her wearing it at home and had seen one of my first glimpses of female pubic hair through the lace hem. I guessed that she hadn't been expecting to be sleeping in the same room as her son when she'd packed.

She got into bed beside me and watched a few minutes of TV with me before asking how I was getting on at work- I'd been promoted recently and was both pleased and stressed about it. I felt a bit uncomfortable sitting talking to my mum in bed and was glad when she said she was going to go to sleep. She leaned over to kiss me, I offered her my cheek, and then she turned over to go to sleep. I watched TV for a couple of minutes more and then turned it off before turning on my side and trying to go to sleep.

I couldn't sleep because it felt so strange being in bed with mum. Mum had been the first naked woman that I'd seen. As I grew up these sightings became less frequent but hadn't stopped altogether. Mum used to invite me into her room to talk to her after work while she got changed. I hadn't seen her naked for some time but had seen her in her underwear and some of her lingerie.

She often wore black or white lace knickers with a satin back. I particularly liked the white ones because I could see her dark pubic hair through them. A particular treat was when she wore stockings and suspenders though. She would take off her blouse and put on a jersey or t-shirt and I'd get to see her lacy bra. She was well endowed, which I didn't really like so much (I grew up to like girls with smaller, firmer breasts) but I really enjoyed catching a glimpse of her nipples through the lacy fabric all the same. Then, still standing, she would take off her skirt and start unhooking the suspender clasps from her stockings. I loved the way the straps ran down the side of her legs and the way her belly curved back between her legs and under her knickers. When I was older I wondered if she got a kick out of my reactions. I was always very careful not to seem overly interested but now I doubted I had been fooling anyone.

From about the age of 18 I had started fantasising about mum. All the other fantasies were getting old by that time. I remember feeling a bit guilty at first but after a while that disappeared and the fantasies got dirtier. By the age of 19 I frequently fantasised about having anal with mum, who would be wearing suspenders, Basques, French knickers, body suits and any other lingerie I could dream up. Naturally I was worried that I would wake up with an erection, which was a frequent occurrence, or that I would say or do something in my sleep that would give my fantasies away.

Mum couldn't sleep either, it seemed, and got up to get her magazine from her suitcase. I turned over to see what she was doing and watched her bottom as she bent over to fish around in the bag. The hem of her nightie rode up and I could see the back of her white satin knickers. One side hooked a little round her left buttock. While I wasn't so keen on her chest I loved her bottom.

She was a curvy woman of 39. Her torso was lovely and slim with a little, inevitable padding around her stomach and a fraction more than there used to be on her hips. Neither made any difference and the extra little bit of weight on her hips was more of a turn on for me. It turned out I sought out girlfriends who had full, curvy bottoms like mum.

On her way back to bed I asked her if she was okay and she said that she couldn't sleep. She climbed back into bed and while her eyes were on the sheets I looked at her breasts and the lace that came down to her nipples. I could see them through the material. I didn't look away quickly enough and mum caught me looking. Neither of us said anything and I wondered if she would be annoyed or if she'd feel uncomfortable and resentful but she leaned across and kissed me goodnight again. Feeling relieved I fell asleep while she sat and read.

At one point I woke up feeling hot. During the night I had turned over onto my back and was lying against mum's side. It felt nice and comfortable, despite my worries about fantasising about my mum. I thought it better to put some distance between us all the same and rolled over onto my side. Mum stirred, murmured, rolled towards me and onto her side and put her arm loosely over my waist. She murmured again and fell asleep. I was much more awake now and it took me a few minutes to fall asleep again. I didn't want to be seen to jump away from her because I thought that would make her wonder why.

I woke up again sweating and feeling a bit uncomfortable. Mum and I were now lying facing each other. We were lying on our sides and mum's forehead had been pressed against my cheek, which was hot and sweaty. It was no wonder, as the duvet was pulled up past my chin and over most of her head. The forearms of the arms that were resting on the bed were touching. My upper hand was resting on the curve of mum's waist and my upper (left) leg was pushed right up between her legs and into her crotch, so far so that my knee made a right angle. I'd have been more horrified if mum's feet and ankles weren't crossed and holding onto the foot and ankle of the leg that was between hers. The knuckles of her upper hand (right) were resting on my stomach just above my belly button.

It felt intensely hot lying like this but it felt really nice in a sexual way. It felt like I was lying with a girlfriend rather than my mum. At that point I realised that I had an erection and that it was pressed against mum's hip and belly. The first thought through my head was that I had to move before mum woke up and noticed that her son's erect penis was pushed up against her. I was too busy blaming myself to even wonder why we ended up in this position. I just thought that she probably thought she was cuddled up with Mark, her boyfriend, and would be horrified and then angry to wake up like this with her pervert son.

I pulled my crotch back a little but was still touching her in a very obvious way with my penis when she stirred. I didn't think she'd woken up completely but, as I found out later, she had realised she was feeling a bit aroused, wondered if I could feel that she was wet, felt guilty and realised that we were lying in a very intimate position and that my erection was pressed against her. Later she told me that she'd pretended to be half asleep while she took stock and gauged my reaction, as through half closed eyes, she'd seen that I was awake.

She murmured, my heart beat overtime, and then opened her eyes a little. I thought she must have been half asleep still as she hadn't sprung apart at the feel of my penis sticking into her. I groaned a bit and rolled over a little onto my back, which stopped my penis touching her. She murmured something and asked what time it was. Pretending to be virtually asleep I muttered that I didn't know. To my surprise she rolled towards me and onto her side and supported herself by putting her right leg onto my lower belly, which meant it was lying right across my erection. She lay her right arm across my chest and pushed her nose and lips against the side of my cheek just below my ear. I could feel her warm breath on my ear and neck.

I thought I was busted and that it was only seconds before she realised what was going on and the outrage began. The seconds passed and there was nothing. She seemed to stretch a bit and then reached out her hand further across my chest to pull my closer in a hug. At the same time she gave me a sleepy kiss where my jaw and ear met and then she gave me another one. Then, still with her leg across my penis, she lifted her head to look at her watch and announced it was three o'clock. She put her head down on my chest and squeezed me again.

I couldn't really comprehend what was going on. Mum was clearly awake and compos mentis and to my amazement she wasn't angry or scrambling out of bed. Involuntarily my penis twitched and it felt like it had got harder still. Mum moved her leg down a little but just a fraction, as it still lay right across my erection. I glanced at her out of the corner of my eye thinking that she must be far sleepier than I realised.

She wasn't. Her eyes were wide open and she looked straight into mine as I glanced at her. I quickly looked away. She nuzzled my neck again with her nose and lips and then asked if I was okay. Not knowing what to say I said that I was a bit hot and instantly feared that she might move off or away from me. My penis twitched again and I knew she must have felt it moving.

She agreed that it was hot and pulled the covers down to my sternum. After a second she said that it felt a little cooler now and went on to thank me for being such a support at her uncle's funeral (the reason we had been away). I risked turning my head to look down into her face and found hers looking right up into mine. She thanked me again, squeezed me and lifted her lips up to kiss mine. It was a sisterly kiss but we hadn't kissed on the lips for years. Gradually I began to think that mum might be enjoying this in the same way I was.

Then she arched her back and stretched. Her leg slid down to the middle of my thighs and she lifted her head and shoulders up off the bed to look at the light coming round the side of the window. Instead of getting out of bed she raised my arm, pulled it out and a little to the side and lay down on top of it. She told me she wanted me to cuddle her and I didn't need any encouragement. She then lay her leg back across my, still erect, penis and lay back down on her side.

My arm was at a bit of an awkward angle and mum's weight on it was sore and wouldn't get any better. I didn't want to complain so I pulled her closer, which pressed her breasts and crotch against my side. That was marvellous. I could feel the heat that was coming from between her legs and was at the point where I was beginning to accept that it was because she was aroused too. Getting braver I ran my hand down her side to the small of her back and where her hips began to rise. She took her hand off my chest and put it on the hand on her hip. Initially I thought I'd gone too far and she was going to move my hand back upwards but she gave it a gentle squeeze and snuggled in against me.

Encouraged I moved my hand down further onto her bottom she ran hers over my chest and stomach, stroking them in big circles and occasionally squeezing. She raised her chin to me and, realising she wanted to kiss, I lowered my head and we kissed again. This time we lingered, parted, and lingered again- nothing sisterly about it this time as she gently sucked my bottom lip between hers. My hand was now exploring her bottom freely. It glided over the silky night dress and lifted the lace hem to expose her knickers. I ran my hand over her womanly hips and then down the small of her back and down into her knickers.

I was wide awake and couldn't believe that mum and I were lying in bed and exploring the other's bodies. I didn't want it to end and worried about that but, surprisingly, being in bed with mum like this felt very natural. It was exciting and new, as it is when you're in bed with someone for the first time but it felt familiar and relaxed at the same time.While mum was voluptuous she wasn't tall, about 160 cm. I stopped roaming over her bottom with my hand and began to explore in a more serious fashion. I ran my hand along her lower buttock and slowly worked upwards towards her crevice. Her hand, the one that was running over my chest and stomach, slowed its pace a little. By now I didn't think she would suddenly change her mind and back out but I wondered how far we would be willing to go. I doubted she would want to have sex with her own son and wondered about how far I would go- I was enjoying this hugely but thought it was one thing to touch your mum like this and a completely different matter to have sex with the person who gave birth to you.

I edged my hand slowly between her cheeks because I wanted to savour the moment and because I wanted to slowly heighten the pleasure for mum. With the thumb edge of my hand I could feel the slight deepening where her cheeks dropped away to her anus and as I pushed my hand in further I could feel the smooth texture of her skin change and the increased heat from the skin around her opening. I wanted to explore her bottom more fully but thought now wasn't the time.

I shifted my position slightly so that I could reach my hand further down and touch her vagina. I didn't want to make some half-hearted attempt to reach it from where I was and grope her like an over-excited teen. Rather I wanted to be able to slowly work my way inwards in as sensual a manner as possible. As I continued to stroke the soft skin where her thighs widened she stopped stroking my chest altogether and instead pressed her hand down gently but firmly. I could feel the increasing warmth as I got closer to her vagina. When I felt the first of her pubic hair I ran my hand down her thighs towards her knees. I had to stretch to do this and mum accommodated by edging up the bed towards me. She parted her lips and softly gave me a sucking kiss on my neck.

I continued stroking her in this teasing manner for some while. Each time I pressed my hand in towards her vagina I could feel the heat, more hair and then the dampness that became wetness as the edge of my hand moved towards her lips. She still lay motionless except at one point where she arched her back slightly and pushed her bottom out to make it easier for me to continue between her legs.

It was heavenly when my thumb touched between her lips. I loved this with anyone- the pleasure you have to have from someone to be so intimate with them, the trust and willingness to do it. My penis jolted under her thigh as I felt how wet she was and how easily her lips parted. The heat was extreme and the skin was now incredibly soft and pliant. I couldn't stop myself from pushing my thumb a little way further inside her and loved how the well lubricated lips parted to accommodate me.

Mum pulled my face down towards hers and kissed me forcefully, pressing her lips hard against mine. I continued moving my thumb back and forth inside her entrance, thrilled at how easily it parted the folds of skin and how wet she was. She pushed her tongue into my mouth and gently ran it around the inside of my lips and across my teeth. I let her do this, as it felt like she was exploring my body like I was hers. I couldn't believe this was happening- that I was able to touch mum in this way never mind her very positive response.

She pulled her hips slowly backwards and my thumb slid out from inside her and then from her knickers. I was aware of my thumb and the edge of my hand smearing the satin on the way out. She sat up at my side, her weight resting on her left leg, and looked down at me lying there. In a low voice she told me to help her take her nightie off. I sat up, which pressed my erection into my stomach, and put my hands on her hips, underneath her nightie. She raised her arms above her head and I pulled it up over her head, watching as her stomach, then breasts came into view. Her breasts were full, heavy and her nipples were erect and the areolas rough looking in comparison to her soft flesh. Her chin and lips appeared again as we lifted her nightie off over her head. I threw it onto the corner of the bed beside me.

She sat there naked except from the lacy satin knickers. A soft sliver of orange light from the car park lights ran down her right side. I looked up into her petty face and brown eyes, which looked back with an expression of arousal I had never expected to see on my mother. The skin on her neck and shoulders looked soft and smooth, I ached to touch her large breasts and run my hand down over her belly. Her hips curved like I remembered them from my adolescence- full, shapely and arching away from her back before curving round underneath her.

She looked steadily at me and ran her gaze down my body. It aroused me to see my mum run an appraising look like this over me. I was still clothed and my penis, clearly on view now the duvet had been drawn back, lifted the grey material of my shorts. She told me she wanted to feel my skin against hers and leaned forward to lift my t-shirt over my head like we had with her nightie. It was clear she had no doubt that I'd comply and I got goose bumps and shivered as I felt her run her hands up my sides as she lifted my t-shirt up over my head.

I lay back down as she threw my t-shirt onto the floor in a self-assured manner. I'd thrown her nightie onto the bed but mum seemed to know I'd not need my t-shirt again tonight. I felt slightly self-conscious lying bare chested on front of her, as she turned her gaze back onto me and let it roam up and down my body. It settled briefly on my shorts and the raised material caused by my erection. She looked at me again with a slightly strange expression and then gave the slightest smile before reaching for my waistband and beginning to draw it down. I lifted my hips, a little surprised at how quickly I had lost the initiative and found myself to be the more vulnerable partner.

This feeling quickly melted away as mum discarded my shorts like my t-shirt and her eyes returned to fasten on my penis. The smile appeared again but this time it lasted longer and I realised that while I thought I knew my mother I had never seen her smile that way before. I was surprised to hear her say that she liked it, looking at my erection as she spoke, and placing her hand on my thigh just above my knee.

She slowly ran her hand up my thigh, caressing the muscles and gently squeezing as she went, and leaned forward to kiss me again. Her breasts swung forwards and grazed my ribcage as she leant towards me. She kissed me slowly and softly to begin with before sucking my lips between hers and gently licking them with the very tip of her tongue. All the while her hand kept working its way up my legs and found my penis.

Her hand ran up my shaft to the tip and then slowly back down as she kissed me. Then she gently gripped it around the middle as she leaned backwards to look at me from a kneeling position. Her expression was relaxed but serious and aroused, almost exultant. She leant forward and kissed me again as her hand slowly began to pump up and down. I could feel her warm hand and its gentle pressure as my foreskin slid up and down over the exposed head. Mum continued kissing me for a little while and then sat back up so she could watch me as she continued.

Her expression had changed. Her lips were parted and her pupils dilated. She was clearly turned on but she was also looking at me in the same way as she does when she tells me that she loves me as her son or when I do something that she finds touching. This was proving to be the most unbelievable and erotic sexual experience of my life and my penis twitched in reaction.

She continued looking down on me with the same expression and I looked back unselfconsciously. I suddenly realised that my orgasm was building and I felt so disappointed that it could all end so quickly before I realised that the sperm was going to squirt over my belly and chest and that some would likely hit my face. This didn't marry up with the cool, in control lover image I had been trying to foster when exploring between mum's legs.

I decided I had to tell her I was going to come. Self doubt had kicked in and told me that I didn't know how she'd react. I was surprised to hear her say that she thought I was going to come soon as she continued on. Seconds later she smiled warmly at me, which was unexpected and, in the circumstances a little unnerving, before leaning forward and placing her warm, wet mouth over my penis. It jolted upwards in her mouth at the sensation and flood of emotion.

I was now looking at the crown of her head, which was almost lying on my stomach as she gripped my penis near the base and slowly and deeply sucked it. Disbelief flooded through me and then I was coming in her mouth. Mum didn't slow at all as my orgasm began. As the sperm began to mount up she stopped the steady sucking motion and began to swallow before continuing sucking and then swallowing again. Half my girlfriends had swallowed my sperm when giving me oral and I understood why the others didn't. I thought I might have been repulsed by it if I was a girl. Mum, however, kept sucking and swallowing all my sperm despite it being, I thought, pretty unpleasant stuff and her son's.

As my orgasm subsided and I finished ejaculating mum continued sucking. The head of my penis was now ultra sensitive and I involuntarily arched my hips off the bed at the intensity of the feeling. Mum slowed but didn't stop sucking until I began to soften. Then she sat up and looked down at me again. This time her face was glazed with a slight sheen of sweat and her hair looked a little dishevelled.

I was still in a state of disbelief that slowly subsided as I wondered what would happen now. Mum answered my question by pulling the duvet up over her shoulders and then lowering herself on top of me so that we were lying face to face. Our bodies felt wonderfully warm pressed against each other like this and I was highly conscious of the soft skin of her belly and thighs, the gentle pressure of her breasts and the scratchy sensation of her lace knickers against my softening penis and pubis.

After she supported her weight on her arms she shifted her position so that she had her arms under my shoulders and reached her hands around into my hair. Our faces were centimetres apart as she looked me straight in the eye and told me she had really enjoyed sucking me and loved when I came in her mouth. Seeing my expression of disbelief she kissed me and this time our tongues found each other. There was a slightly salty taste to her tongue but I kissed her back ever more passionately. My own hands fell to her back to pull her to me before I allowed them to drop to squeeze and caress her buttocks and pull her hips into mine. could feel her wetness against my stomach, as I pulled her closer to my face. At first I just gazed at her and then kissed her. Her lips were soft and warm against mine. She was a very good kisser and let me take the initiative this time. I pressed my lips against hers, enjoying the soft pressure, before beginning to suck each lip between mine like she had done to me. I paused for a second, gazing up into her eyes, before pushing my mouth back against hers. She kissed me back more passionately but remained the more passive partner. I parted my lips, and she mirrored the action, and gently pushed my tongue into her mouth. Her eyelids drooped as if she was tired and when she looked at me again her eyes were slightly glazed and misty. I opened my mouth wider and she accommodated and our tongues found and snaked around each other.

As we kissed I ran my hands over her back, feeling the muscle under the soft, smooth skin. Her back was small and narrowed considerably as it ran down towards her hips. I ran my fingertips down her sides and she twitched at the soft, almost ticklish, sensation. With my fingers I could feel the bulge of her breasts, which were pressed against my chest, and squeezed out sideways from between us.

My penis began to feel warm again and gradually began to harden. I put my hands, palms up, on mum's shoulders and pushed gently so that she arched her back and lifted her chest off mine. Her breasts were hot to the touch having been pressed between us. I put the heels of my hands underneath each nipple and stroked my fingertips over the soft underside of her bosom, marvelling at how full it was before rotating my wrists a fraction so that my palms touched her nipples. Her nipples were very hard to the touch, especially in comparison to the soft skin of her breasts, sides and back. She was looking me straight in the eye as I touched her nipples and she shivered a little as I brushed them.

By now my penis was fully erect again and was pressing against mum's inner thigh. Looking up into her face a wave of passion and excitement washed through me- the sheer disbelief that my mum was lying almost naked on top of me. Suddenly I pushed my face upwards and buried it into the milky white skin between her breast and shoulder, kissing it ferociously. Mum almost looked a little surprised at the sudden movement but moaned slightly to show her pleasure at me kissing her chest and sucking the skin between my lip and teeth. Gently nibbling her flesh raised goosebumps across her chest and caused an almost vampiric expression to appear on her face.

As I continued kissing, nibbling and licking her chest above her bosom I told her that I couldn't believe that I was doing this with my mum. She replied that she could hardly believe it either, grasped either side of my head with hers, arched her back, and opened her legs wider across my torso and ground her pubis into my belly before running it up and down in slow, firm, deliberate strokes. The lace of her knickers scratched my skin.

As my own excitement mounted I rolled over to my left and rolled mum onto her back all the while looking into her brown eyes. I lay her flat on her back, looking up at me, naked from the waist up and with the tiniest bit of her lace knickers visible under the duvet. Rolling over I lay on my side, my leg out to steady me, and with my back arched so I could look down at her. She mouthed, half whispered, "Oh, pet" at me before pulling herself up and kissing me hard. Her lips parted and she snaked her tongue around mine. At the same time I put the hand that wasn't supporting my weight on mum's breast and gently, but firmly, squeezed and caressed it. It felt wonderful to be caressing her full breasts and another wave of passion flooded through me at the realisation of just how womanly she was especially in comparison to the smaller chested girls I usually dated.

As she lowered her head back onto the pillow I dropped mine to her neck and started to kiss it where she'd kissed me- where her jaw and neck met- before moving downwards to kiss the softer skin. I copied an ex-girlfriend's technique and kissed each spot with pursed lips, gradually relaxing them and making the kisses softer and wetter, before opening my lips and giving her gentle love bites. Mum's response was stronger than I'd had in the past and stronger than I expected. She put both hands round my neck and gripped the back of my head pulling my face against her.

When she relaxed her grip I began kissing, nibbling and licking my way down between her breasts. I cupped them in my hands and pushed them slightly together to enhance her cleavage and make sure I had plenty of soft skin to lick and give sucking kisses to. Licking between her breasts like that reminded me just how sexy I found her bottom and I decided I wanted to see if I could get her so turned on she would let me explore it with my mouth.

Without pausing I continued to kiss her breasts but began to move towards her right nipple. Holding her chest in my hands I began to lick the underside of her breast, slowly working my way towards her areola. When I got to it I ran the tip of my tongue up it towards her nipple several times before circling around it and finally engulfing her nipple with my lips and tongue. Mum arched her back up off the bed and pressed her bosom into my face. I loved the feeling of resistance as her breasts squashed against my nose and mouth.

I wanted to be a caring and considerate lover and didn't want to rush but I was having the most difficult of times resisting the urge to push my face between her thighs. My resistance didn't quite give out but I found I was already kissing her stomach with one hand on her side by her right breast and the other enjoying her womanly left hip and the raspy feeling of her lace knickers.

My stomach and sides are incredibly sensitive and I love when someone kisses, licks and sucks me there. It was one girlfriend who'd woken me to this pleasure and driven me wild with her kisses- it was somewhere between being almost too enjoyable and extremely ticklish. It was a very thin dividing line! Subsequent girlfriends seemed to bypass this area of pleasure altogether and I had resentfully thought on more than occasion that it's not just women who have erogenous zones.

Mum and I seemed to be wired in the same way because as soon as I started to kiss and love bite her belly she began to moan and writhe around on the bed underneath me. Her belly rose and fell rapidly and her breath became shorter and her head and neck jolted off the pillow.

I slid my free left hand up the inside of her thigh and into her knickers. I was vaguely aware of the soft mat of pubic hair and its spongy resistance. I gently grasped some of it between my fingers, enjoying the feel and loving the idea that this was my mother's pubic hair I was touching. Still kissing her belly I bent my hand over and rubbed the knuckles of my fingers up between her legs and between her lips. The hair felt moist and damp and as I continued running the back of my fingers against them I penetrated through to her lips amazed, again, at how wet she was.

Mum pressed her pubic bone down against my fingers and I felt my penis jerk. It's gratifying and arousing when a woman responds like this but it was so much more so with mum. I pushed myself up onto my knees so that I was straddling her legs. Leaning forward I began to kiss the soft skin of her waist. Lowering my centre of gravity to balance myself I gripped her knickers and began to pull them down. Mum lifted her hips and I sat up. She pulled her legs out from under me, bent her knees and lifted her feet in the air so that they pointed at the ceiling. I lifted her knickers up her legs and off over her feet.

When her knickers were off she parted her legs and put one down on either side of me so that I was kneeling between her open legs. I was conscious of her watching me while she did this but I couldn't tear my eyes away from the sight between her legs. As she had parted her legs her pubic hair had become completely visible. Her hair was lightly trimmed and formed a rough, dense triangle between her legs that petered off quickly at the edges to give a nice, tidy look. When her legs were at their widest I could clearly see her lips. Her hair stopped before her opening and was damp around the edges with the odd drop of dewy moisture in her curls. Her opening was pink and shiny and the lips were filled with blood and parted. As the lips got closer to her bottom they parted more and more so that I could see a distinct gap which I longed to push my penis inside.

Looking back up at mum I saw she had slightly parted her lips in anticipation. I wasn't sure if she was aroused or concerned what my response might be. Staying in my kneeling position between her legs I stretched forward to kiss her. When my face was mere centimetres from hers I whispered in her ear that she was gorgeous down there and that I just wanted to lick and kiss her. She gave a little laugh and said that she was glad I felt that way. I explained it wasn't just that she had fantastic hips and vagina but that the biggest turn on was that it was her and that I'd loved it when she'd raised her bottom, had willingly let me take off her knickers and then spread her legs for me. She gave a sort of purring laugh and gently bit my cheek, flicking the skin with her tongue.

I sat back up and ran my hands down her sides from her shoulders to her hips before dropping my head to her stomach and kissing the soft skin. She was very slightly overweight and had a little excess around her waist but any woman of her age would have been more than pleased with her figure- I was delighted with it. I kissed across the way and down the crease between her leg and pubic hair to her thigh. On the way down I planted a couple of firm kisses on her hair, savouring its depth and springy feel. She smelled divine. I kissed the inside of her thighs and sucked the flesh giving her a series of little love bites that worked their way back up to her vagina. Without warning I opened my mouth wide placing my top lip on the bone above her clitoris and licked slowly and firmly all the way up from the entrance to her vagina to the little hard nub. Mum shuddered violently and I burst with pleasure inside. It felt great to know that one lick had had that effect on her. Mum grasped the sheets on either side of her hips with her fingers and balled them up then, relaxing, put one hand under my chin and calling me 'baby' told me that she'd known I'd be good at that.

As I lay down with my face between her thighs and my nose in her pubic hair she went on to explain that she always said that I had a very gentle, loving touch and that she had thought my girlfriends would reap the rewards of it. I thought she was just showing the typical mother's bias and she must have seen the laughter in my eyes because she gripped my chin more firmly and lifted it again and told me that she'd seen how I touched Steph (my last girlfriend) and how she'd responded and also that she'd get goosebumps sometimes when I cuddled her or rubbed her neck. Accepting that she was genuine I lowered my face again and closed my eyes as the eroticism of going down on my mum washed over me.

She was dripping wet and had a rich aroma. Her feet were on the bed on either side of me and her knees were bent. I put my arms round her hips and pressed her thighs together to lightly grip my head, as I wanted even more indication that I was licking my mum between her legs than just the act of oral alone. My penis pulsed at the thought. I tilted my head slightly and sucked one of her vaginal lips in just the same way as we had been kissing earlier. I didn't know if this would give her much pleasure but this was more for me that her. I didn't want to rush and thought this would probably heighten the expectation for mum, if I took it nice and slow.

Then I slowly ran my tongue along the inside of her left lip from the bottom right up to the top where it joined with the right lip and housed her clitoris. I marvelled at how slick she was. I repeated the action and then did it to the other side to taste her juices having licked a lot of them away on the other side. Wanting more I opened my mouth a little wider, stuck my tongue out further and licked around the bottom of the opening to her vagina. Sure enough a lot of her juices seemed to be trickling out there and there was plenty of the creamy liquid to lick up.

Looking up I saw that mum had tilted her head right back as if trying to push the crown into the pillow. Her mouth was wide open and her eyes closed. I felt a globule of semen push its way down my penis at the sight. I continued to lick around her entrance, savouring the experience and mum's rich taste. I put a hand on each side of my face and gently pushed her thighs outwards so that they opened as wide as they would go. The view was fantastic- I was looking out over mum's pubic hair with her inner thighs in my peripheral vision, across her stomach, over her full breasts and her erect nipples to the underside of her chin, which was throw back in pleasure. Feeling me momentarily pause my licking she glanced down into my eyes. Her mouth was still open and it was clear to see how turned on she was. She called me baby again and said not to stop- it was lovely and it was such a turn on that her baby was doing it. She emphasised the words 'her baby'.

Mum stretched her hand out down between her legs and I took it and held it. I nearly melted. The size and shape of her hand felt so familiar to me. Sometimes she'd take my hand and it made us think of when she took my hand to lead me somewhere, show me something or comfort me. Holding hands with her now brought back the same familiar emotions and emphasised the contrast between our normal relationship and the sexual one we were having now. Mum's hips jolted and I thought that she must be thinking something similar, as I hadn't done anything with my mouth that would have provoked that kind of response.

Still holding mum's hand I began to focus my attention on her pleasure. I continued licking up the length of her lips towards her clitoris. After sometime I began to focus my attention on it by licking the folds of skin just above it and then as it poked out a little more I started to swirl my lounge around it in a circular motion. Mum raised her hips off the bed slightly and pushed herself against my mouth. This made me think that I must have been doing something right so I continued to run my tongue round under her clitoris, up its side, over the hooded area and back round. I let go of her hand and pushed my forehead against it to indicate to her that I wanted her to leave it there. She did. I liked to look up and see her small hand with the long, delicate fingers and to be able to see it next to her vagina. It was even better to be able to look up the length of her arm to her face because it made me think that this showed just how much she wanted to come.

By now mum's breathing had quickened and I could see and feel the little pulses and jolts in her vagina and belly. I concentrated on maintaining my stroke and keeping the rhythm but raised my right hand and slowly pushed my finger into her. I knew it would slide in beautifully but this didn't diminish the pleasure I felt when it did just that. This woman was so wet and being in bed with me, her son, had made her that way.

Pushing my finger inside of her made her arch her back a little and her breathing quickened as I began to thrust my finger in and out in time with my tongue strokes. The little jolts I had felt earlier became more frequent and I realised she was going to orgasm soon. I slowed my fingering and extended my middle finger before easing it inside as well. It was gorgeous to feel the hot slick walls of her vagina and the way they gripped and quivered. I didn't want this experience to end, could hardly believe I was having it, and wanted to make my mum come. It would have been nice to make her come with my fingers but this felt so much more personal and loving. This was something she couldn't do herself and it was something her son should never do for her.

Mum made a loud 'mmmm' noise and arched her back and chest off the bed. Then she did it again and pushed her vagina quite roughly against my mouth. A thrill of excitement shot through me. I knew she was on the brink of orgasm and increased the pace of my tongue and fingers to bring her over the edge. This time she let out a little cry and, looking up from between her thighs, I saw her eyes blink open and she stared at the ceiling. She arched her back from the base of her spine but kept her hips in place before my mouth. She stayed like that, seemingly with her muscles locked solid, for what seemed like an eternity. Then her whole body jerked and I momentarily lost contact with her vagina. She bucked again and cried out. Her shoulders arched off the bed and then she was orgasaming.

I couldn't take my eyes off her as her shudders became more and more frequent, the hand between her legs gripped my hair and pulled my face into her, as she arched her back and convulsed. I was over the moon because I'd made my mum come. In my head I stressed the words 'my mum' and felt hugely pleased with myself. I thought I deserved to because it was quite clear mum was having a good time in my company.

Mum's orgasm subsided and I stayed between her legs and kept licking simply because I wanted to. It felt like a very nice place to be. A small series of aftershocks ran through her body and I watched her expression- as if there was no one and nothing else in the world apart from her and me. I put my head down between her legs again and nuzzled my nose and cheeks against the opening to her vagina and spread her juices over my face before pushing myself up and crawling up to lie face-to-face on top of her.

Part 4

She pulled my face down to hers with both of her hands and we kissed again as I lay on top of her. "Honey, that was gorgeous", she murmured, "I didn't think I'd ever be in bed with you, never mind suck you and have you go down on me". She looked extremely relaxed but earnest and I found myself beaming down at her.

"I liked doing it mum. I really liked it", I said, "It just feels right somehow- I didn't think it would."

Mum lifted her face to mine and kissed me tenderly against the side of my cheek and nose. "Well, we've got all night honey", she said with a smile.

We went on to compare notes. I told her that I was more than a little worried when I woke up with my erection pressed against her stomach and that she hadn't pulled away or flipped out and that she had actually touched it with her leg long after she was clearly awake and alert. The thing that had surprised me most was that she hadn't seemed worried or to rethink what we were doing when I said that I was going to come and that she'd started sucking me and let me come in her mouth. She smiled at that, "I wanted you to come in my mouth baby. I used to fantasise about it and that I would give you your 'education'".

This came out the blue- that mum had fantasised about me and I told her that I'd had any number of masturbation fantasies about her, the things we'd do and the lingerie she'd wear. This pleased her a lot- so much so that she said we could go into town in the morning and I could pick out some underwear for her. We planned to tell Mark that we didn't want to risk the weather no matter if it looked like it was going to improve.

While we talked we'd shifted positions again so that we were lying side to side. Mum's hand slipped down between us and she played with my penis in an unrushed way. It didn't take me by surprise when mum asked, "Do you want to come inside me?" I didn't say anything and just nodded in agreement.She put her hands under my arms and hooked them round my shoulders. I'd been lying on my side and now she pushed me a little onto my back and lifted her leg over mine. I was still lying at a slight angle as she reached down and took hold of my penis. I felt the tip rub against her wiry hair as she guided it upwards to her lips. I could have fed it into her myself but loved the idea that she was very willingly guiding her son into her vagina.

There was a warm sensation and a little resistance as the head of my penis ran along her lips and then I was pushing it up inside her as she rolled over to sit straddling me. We looked at each other lustfully as the realisation of what we had done dawned on us. "I can't believe you're inside me", she said looking down at me.

I was thoroughly enjoying the lustful way she had taken control and guided me into her and how she was now looking down at me. Her lips were parted and her pupils dilated and I had no reason to think that I didn't look as turned on as she did. She leaned forward and placed her hands on the mattress on either side of my shoulders. Her bosom dangled forward and I ran my hands down her sides to her hips, enjoying the way she narrowed at the waist and curved outwards again. "Mum you've got fantastic hips", I murmured as I squeezed the firm flesh of her buttocks and pulled her onto my crotch. She arched her back and pushed her stomach towards mine before rocking herself up and down on my penis.

She sat back up and said, "I can feel you here", pointing at her belly. "It's beautiful having you inside me. It's hard to describe but it's really different to any time before. Somehow it feels more personal... I think it's because you're my kid and you feel closer to your children than anyone else in the world. I loved your dad but that was different to this".

Talking about dad was unsettling when I was as deep inside mum as I could be and I instantly felt guilty but mum seemed to be reflecting. She rocked her hips back and forth and gently slid herself along my penis. I became aware of how hot she was inside- it always surprised me how hot women felt.

"This sounds a bit weird mum but it feels really natural doing this with you. When Steph and I first slept together it was a bit awkward and strained. I felt I had something to prove and that was kind of pressuring. I'm not saying I don't care how you enjoy this because I do. It feels like you love me and it's a much more caring relationship where neither of us has anything to prove to the other- there's no awkwardness. I suppose it's kind of back to front- when you first meet someone you get to like them and might get to love them. Sex comes in somewhere in between. With this it's the other way around- I know you love me and now we're doing this." As I said 'this' I raised my hips up off the bed and pushed further inside her.

For a while we didn't say anything more. Mum continued to rock back and forward on me and I could feel the warmth building up in my penis. I knew I was going to come soon and to break the rhythm I sat up so that mum was sitting in my lap and we were face to face with our torsos pressed together. Her soft breasts and hard nipples pressing against my chest was a big turn on and was somewhat unexpected, as I'd always preferred slightly smaller chested women.

I continued to thrust gently in and out of mum as we looked at each other, savouring the totally unexpected experience, and kissed. Mostly we just looked. After a while mum's mouth opened and I could tell that she was getting off on the feeling of us pushing into and against each other. I fixated on her open mouth and the way the muscles in her jaw tightened each time we pushed against each other. I knew I wasn't far from coming but didn't want to come yet.

"I want to kneel up, mum", I said as I began to withdraw my penis from her. She nodded and dismounted by rolling onto her side. I knelt up and held my arms out for mum again. She stood on the bed and stepped in towards me. I gripped her bum and kissed her stomach and pubic hair before she put one leg on either side of mine and lowered herself down onto me. This time I held the base of my penis and kept it pointing upwards as she slowly sat down. I knew this is what I wanted to be doing as I briefly felt the entrance to her vagina contact the tip of my penis. She stopped for just a second as she began to lower herself more slowly onto me and my penis slid back inside her. Now that I was kneeling I seemed to slide much deeper inside her and could feel the strength of her pelvis against mine.

The kneeling position let me thrust into her in a far more strong way than when I had been sitting down and I slid my arms behind her back and anchored my hands on her shoulders so that I could lever myself in and out of her. Mum met each thrust and arched her back on every reverse stroke to let me get as far out of her as possible before we pushed back towards each other. She had great timing, which was something that my previous girlfriends and I never quite managed to nail, and it wasn't long before I could feel the come building in me.

"Can I come inside you mum?" I asked breathlessly.

I knew she was enjoying it from the way she was breathing, the glazed expression on her face and the slight glean of sweat but at this rate I knew I was going to come before her.

She nodded and then said, "Yeah... the implant". Mum had got an implant when she and Mark started getting serious. Her answer struck me as odd because we both knew that you could get pregnant from pre-come alone. But I had asked her if I could come inside her, which was probably a slightly unusual question itself. For some reason I felt like I needed her permission.

Mum started to lift her bottom up higher and higher each time we pulled our pelvises apart and to bang down hard on me when we came back together. I felt overcome with lust and affection because I realised that this was in an effort to make me have a really good orgasm because she wasn't there yet but knew I almost was.

I grasped her buttocks, marvelling at how taught they were, and roughly kneaded the sides of her hips before reaching round and spreading her buttocks. She looked down at me with an expression that was both pleased and powerful, as she realised how turned on I was. I had spread her cheeks without thinking about it before remembering that an ex had told me nobody likes to have their buttocks spread open but mum seemed not to hold this view. I took this as encouragement and pushed my fingers deeper between her cheeks. While holding her bum with one hand I ran the fingers of the other from her vagina upwards and over her anus. When she didn't seem perturbed by this I let my fingers linger a little more on her hole with each upstroke and eventually let my fingers rest on the puckered skin on either side while we continued thrusting.

All the while we continued thrusting and the bed began to squeak louder and louder. I briefly wondered if anyone could hear us and whether they knew it was mother and son. This thought didn't help me control myself and I was struck by amazement and lust by the fact that mum and I were having sex and highly charged sex at that.

The pleasure in my penis kept growing and then for a few seconds it felt numb and as if I was thrusting in and out of nothing. Then I was coming. My semen was pumping into my mum in warm floods and my rhythmic thrusting had turned to sporadic twitching as the pleasure flooded over me. Mum slowed her thrusts to almost nothing and was gently rocking her hips back and forth as if to milk me. All this time I had my head lowered and pressed between her left breast and shoulder. When I looked up mum was still rocking back and forth on my penis and was watching me with a faint smile that was somewhere between pleasure and affection.

When I had finished thrusting and my orgasm had died away mum looked at me and said, "Oh baby, that's wonderful. I could feel you coming and I can feel it starting to run down my legs. Can you feel it?"

At first I couldn't. I was taken up with the feeling of our hot sweaty bodies pressed together and how much I was enjoying being able to see, touch and be inside her womanly, curvy body. I was consumed with the way her buttocks arched out from her back, her full breasts, her soft stomach and the rough patch of dark pubic hair. I looked down between her legs and she leant back and raised her hips slightly. Now I could see where my penis sprouted from my belly and how it curved upwards and suddenly disappeared inside her. There were some drops of moisture and a slight sheen around the hair at her entrance as well as drops of my milky white fluid, which was beginning to slowly seep out.

Looking up into her face I said, "Mum, that's gorgeous", in a half whisper and with my voice cracking. I reached down between us and touched the two sets of fluids that our bodies had created. I scooped a little of the goo we'd made onto my fingers and brought it up to my face so I could see and smell it more closely. This touched mum, as she gave one of the happy-sad smiles she does when I do something that she finds sweet. I smiled back at her, enjoying the effect this was having on her and put my fingers and some of the mixture into my mouth. It tasted sweet and salty and would probably have disgusted anyone but us. Mum's expression suggested she liked that I'd done that so I offered her my fingers too. Unsurprisingly she took them straight into her mouth and sucked off some of the mixture before raising her eyes to mine and licking the remaining fluid off the side of my fingers and hand while keeping her eyes on mine. It was fantastically exciting and more than a little romantic to see how openly mum was enjoying sleeping with me.

Part 5

"Here you are", said mum as she put the coffee down on the table. We'd left the service area hotel and driven the few miles into the local town in search of a decent breakfast. There had been a restaurant at the motorway services but the food didn't look at all appealing so we had decided to venture further afield. Besides mum had reminded me, with an enthusiastic look, that she had promised to take me into town and let me pick out some new underwear for her.

We had chosen a small table beside the window that overlooked the high street. I expected her to take the seat opposite mine, which is what she normally does but she sat down on the bench beside me, leaned in, pressing her bosom into my shoulder and kissed my cheek and corner of my mouth. It felt good to be kissed by mum and it was a nice sensual kiss as well. Then I was glancing around the restaurant to see if anybody had noticed.

"Don't worry honey. Nobody knows us here", she said in answer to me looking. It was scary and nice just how well she knew me. Before she'd said it I had realised that I was being paranoid.

"I know. I just can't help it, you know?" I said smiling, "Mum, last night was the best night of my life and it feels kind of surreal."

"Well, I phoned Mark while you were at the cash point and told him that we would be staying over down here again tonight. He's at his sister's and said the weather there was just awful there too- so we've got a whole surreal day in front of us", she said giving my thigh a squeeze. I smiled back at her and pushed my nose into hers, kissing her lips. Her eyes smiled back at me.

For a while we sat in silence leaning against each other and watching the people come and go along the high street. It was really cold and the sky was leaden and looked pregnant with snow but, as yet, there hadn't been any sign of more. Most people seemed to be out for essentials and walked quickly from wherever they'd come from to wherever they were going. The few people who were in the cafe seemed to be waiting for their friends or relatives to finish their errands and come and collect them. Some people hadn't even taken off their coats.

"It's almost like being on holiday", I remarked. "No-one else is taking it easy- they're all doing stuff and seem to want to get back indoors as soon as they can". I pointed at a man, head down, marching along the road and turning into the entrance for a multi-storey. Mum nodded and smiled.

With her forehead against my ear she asked, "Will you tell me about the fantasies you had about me?" She was very direct and I found I liked that very much but I didn't answer straight away and kept looking out the window wondering what I was going to tell her. Last night I'd told her that I imagined her in my masturbation fantasies and had done for some time. I didn't know if I should be totally honest with her and tell her everything and thought that caution was probably best.

"It was all sorts of things", I began. "I think it started with just thinking about how you looked when you got undressed after work- remember you used to talk to me when you got changed?" She nodded and I continued, "It was such a turn on- thinking about you in your stockings and your bodysuit. I used to come just thinking about that. I loved your underwear- I was just getting interested in girls at that stage and I got to see you in the flesh. It was really mind-blowing. Women were sexy- it was all so enticing and unknown but you were right off the scale. I can still picture your stockings, the satin and lace today."

I'd turned round and was facing her with my leg up on the bench. I could tell she was enjoying hearing this but subconsciously I'd placed my leg up on the bench as a barrier- some kind of defence. Mum had put her hand on the top of my thigh and was gently squeezing it while every now and then she'd move it to my crotch and rub her thumb down over my penis.

"When I was a bit older I started fantasising about doing it with you. But that took a while because it seemed wrong to think about doing that with you. Somehow it was different to think about you when you were getting undressed- I'd seen that with my own eyes so that seemed like fair game. But it was totally different to fantasise about sex with you. That was incestuous". I smiled at myself, thinking how stupid that must sound.

"What did we do?" she asked, clearly interested.

"Well, it started as a kind of game. I'd think of 6 different sets of underwear- knickers and bra, French knickers, stockings and suspenders, a Basque, a bodysuit and a swimsuit or bikini- and do a 'my-mother-punched-your-mother-on-the-nose' game to choose which you were going to wear. So it was random- like when you were choosing teams for tig or something. I could really visualise your underwear because I'd seen you wearing it or I'd seen it on the stand in the kitchen. Then I'd fantasise about you."

Mum's pupils had dilated and her lips had parted a bit. I was really enjoying the effect this was having on her. I must have paused a bit longer than I realised though because she asked me what we'd do in my fantasies. Initially the fantasies had been pretty conventional- just imagining her in the underwear, oral sex, then sex in the missionary position and, later, doggy. I told her how I used to imagine the doggy position with her in her stockings or bodysuit. This was because I just loved her bum and had images of the suspenders running down her hips from when she was undressing. I'd hesitated because as I got older I'd imagined every possible sex act with her and most of all I used to fantasise about having anal with her while she was bent over in her bodysuit. At first I was unsure about how she'd respond but as I began telling her I found that I couldn't stop and went right on to tell her how most of my fantasies about her had involved screwing her bum.

Mum looked down at the floor. The silence seemed to go on and on before she turned back to me and squeezed my hand. "We need to go shopping", she said. I fought down a stream of questions and we paid and went out into the street. She hadn't said what she thought but whatever it was it was clear she wanted to continue on with our plan.

It was dark and overcast and it had begun to snow again. There were fewer people around than before and those who were out and about were hunched up against the weather. We could see the warm glow of lights from a shopping mall over the rise in the main street and we made our way towards it. I relished the idea of braving the weather in the short term because the idea of being snuggled up in bed with mum again was hugely appealing. To be warm and naked under the covers with the curtains open so we could see the dark sky outside and, maybe, the snow.

Within minutes we were out of the weather and into the yellow glow of the shopping mall. There was a bakery inside the main door and a toy shop opposite it. The tiled floor rose slightly as we walked further inside and it didn't take us long to find a large department store. We entered on the second floor, which housed the men's department and home ware sections and took the escalator down to the women's department on the ground level. As we took the escalator down we could see across the room to the lingerie section and made our way across to it.

I was already stiffening as I followed mum into the isles of delicate white bras and knickers. As we walked mum fell in beside me and took my hand. In a low voice she said, "You can choose an outfit and I'll choose another. I'll let you pick first and I'll make sure mine compliments it. I'll keep it secret and you'll only see it when we're back, okay?" My throat was so dry that I could only nod.

While mum lead the way I began to look around for Basques. The shop seemed pretty traditional and I thought they'd probably do a good line. I wanted to get something white and lacy and it didn't take long to see a rack that looked promising.

"Mum, I'd like a look at the Basques over there", I said pointing. Mum nodded and her eyes smiled.

I knew I was in luck when I started flicking through the different Basques. There were some that were smooth and satin-like, and there were others that had patterned panels with see-through mesh. There was one that I really liked that was like a bra with a loose, white, see-through body that ended like a short skirt that was edged with lace. It had matching white knickers with a pale pink waist band and edging. The label said it was a chemise and I had no idea how to begin pronouncing that. I thought it must have been French.

I found what I was looking for on the next rack. It was a full length white, lacy Basque. It had a lacy bra that I thought would show the top of her nipples without being too see-through. The body was made from white lace that was only just see-through and had a floral pattern woven into it. It ended in a frilly, lace band that would cover the top of mum's knickers.

"I really like that", I said holding it up for mum to see.

"That's lovely, kid", she replied looking at it appraisingly with her head cocked to one side, "You've got good taste".

"It reminds me of the one you used to wear".

"I still have it buried at the bottom of my chest. Would you like me to wear it for you sometime?"

I nodded and she smiled.

We then picked out matching knickers and stockings. The pair of knickers I found were white and low cut and the front was see through except for a sparse pattern of flowers and leaves. They reminded me of a butterfly for some reason.

There was a woman in her 50s wearing a brown coat standing nearby so I spoke in a low voice and said, "I'd love to see you in these", as I showed mum the knickers. She nodded appreciatively.

"They're pretty. Very see-through".

"I know. I think that's why I like them so much. I remember being able to see your hair through your knickers and I think that was when I realised that women were really different from men. I think I was only 4 or something and it registered with me but it wasn't anything sexual back then. I remembered seeing your hair and kept trying to see it again", I said smiling. "I wonder if other guys' sexual awakening comes from becoming more aware of their mums or sisters. Anyway", I went on, "that's why I'd love to see you in these, see?"

glanced at the woman again and as she was walking towards an aisle with winter jackets I took mum's hand and guided it under the hem of my jacket to my erection.

"I 'see'", said mum giving me a squeeze. "I'm looking forward to this".

Once we were back outside mum said, "Why don't you go back to the cafe for a while? I asked the woman at the till and she said there's another lingerie shop further down the high street. I'll head down there and come and meet you afterwards".

"Okay. I'll see you in a mo".

Mum nodded and pushed herself into me and kissed me. I could feel her breasts against my chest and her belly press against me. I worried a little at first before remembering that nobody here would know us. A passer-by did glance across at us but I ignored him and returned mum's kiss. She took my lips between hers and as we continued unashamedly, our tongues finding each other.

"I'm really looking forward to this", mum repeated. "It's quite a turn on to know that you fantasised about me, do you know that?"

I shook my head as we continued holding each other.

"Well, it is. It won't be long now till I'm all dressed up for you. My kid". She seemed to savour the idea that she was lingerie shopping for her son and, if she wasn't- I was! "I'll be half an hour or so". With that she kissed me again and turned and walked down the street.

It was about three quarters of an hour later when I saw mum's figure with a white plastic carrier bag in the glass of the doorway. She came straight over to the table without stopping at the counter to order anything.

"Are you ready?" she asked.

I grinned up at her, feeling surprised and excited by how keen she sounded to get back to the hotel.

As we walked outside she said, "I think you'll like this", indicating the bag.

"What did you get?" I asked.

"You'll just have to wait till later", she replied with an impish look on her face. My mind started working overtime thinking about all the different possibilities. "I think you'll like it though", she said with a big grin.

"Where did you go? Which shop?"

"I told you", she said with mock sternness, "you'll have to wait till we're back". Her face straightened and she stopped walking. I stopped too.

She stood about a foot in front of me and looked up at me with an earnest expression on her face. "I want to do this for you- get dressed up for you and make love. I can't believe how much I want to do it. I like sex but I've never wanted to do it so much before and I think it's because it's you and you're my son. I know this sounds weird but I think it's my mothering instinct- I want to look after and care for you, and somehow that makes me want to sleep with you. Lots."

She hesitated for a second before continuing, "I've done everything for you since you were born- I changed you, dressed you, taught you to speak, took you to school, and watched you grow up. It was really tough after your dad died but just because I was on my own doing two people's work. I think that was good in a way too though- we got really close, didn't we?"

I nodded and she said, "Anyway, the point is I really want to do this for you and with you". She stressed the word 'really' and seemed to be looking for some kind of acknowledgement or understanding from me. Honestly, I didn't quite understand where she was coming from except that I knew I wanted to do this because she was my mum. That must have been it- the closeness and love I felt for her and the desire to satisfy and please her. I nodded my head.

She continued talking to me in that earnest way, "I always wanted to give you what I could- all my love, all my support and to help you out financially when you needed it". She stopped and looked at her feet. "I'm going off point", she said. "I want to give you everything honey". This time she emphasised 'everything'. "I love that you think about me when you masturbate. It's an unbelievable turn on and I think it's quite a compliment that you find me attractive enough to fantasise over. I'm your mum after all." The thought made her smile.

She stopped and looked down between our feet again. When she looked up she was serious but a smile played across her lips. It seemed like she was trying to subdue it. "I can't come to the point", she said and the smile broke through and she beamed up at me. "I want to give you this", she said taking my hand and placing it on her bottom.

I just stared at her. At first I wasn't sure what she meant and she seemed to realise and turned her back and pressed her bottom back against me, swaying her hips from side to side.

"My bum. You fantasised about taking me up the bum."

The look on my face must have been comical, as she burst out laughing, turned around, cupped my face in her hands and kissed me hard and affectionately on the lips.

"Mum", I started.

"Look honey, I can't promise anything", she interjected. "I've never done it before and I know it can really hurt. We can try it, but I just don't know", she tailed off.

We stood and looked at each other. Her eyes flicked from side to side and I could tell she was waiting for my reaction and I realised she was genuinely worried that she couldn't give me what she thought I wanted. I corrected myself- I did want it and I had hoped we could try it at some stage but it seemed so unlikely that I never really entertained the possibility.

"Mum", I said, now taking her face in my hands, "You don't need to do this!" I tried to be as sincere as I could. I wanted to do this but, at the same time, I didn't want her to do something that could be really painful just for my sake. "It was just a fantasy and we're already way beyond anything I ever thought could happen!"

In a low voice she slowly said, "I'm okay with it, kid. I want to try it. I'd thought about it in the past but most importantly I want to make your fantasy come true". As she said this she put her hand onto my penis and gently, but firmly, squeezed it. I could see how much she meant it. With an attempt at a serious expression she said, "And I can see you like the idea too".

I cracked and burst out laughing and mum grinned at me. I couldn't remember the last time we'd laughed and grinned at each other like we had in the last day.

When I'd stopped laughing and composed myself I said, "Yeah, mum. I'd love to".

Part 6

I was glad when we made it back to the hotel in one piece. I disliked driving in places I didn't know and my mind hadn't been as focused on the road as it could have been. We'd had a near miss when I pulled out in front of a car that I could have sworn wasn't there. The driver seemed to think I should have noticed his car and punctuated his gestures with blasts of his horn.

A light snowfall began as we got our shopping from the car and locked up. By the time we'd walked up the two flights of stairs to our room the snow was coming down thick and fast, and the sky was a dark grey. It hadn't even gone three o'clock.

A companionable silence had developed on the way back from town and as I became aware that we weren't talking as much as we had been I concerned myself that we'd lost our impetus to go to bed with each other again. I soon realised that this feeling was unfounded when I'd looked across at mum in the passenger seat. She'd been sitting dreamily staring straight ahead and didn't notice me looking at her for a moment or two. When she did she gripped my free hand between her two, looked me in the eye and told me, "I love you". With that she leaned over and gave me a slow, gentle kiss in the corner of my mouth where my lips and cheek met.

Back indoors mum joined me at the window of our room, which looked out across the car park and onto the services' filling station. The motorway was just visible between the branches of some small spruces that had been planted along the top of the embankment above the road. The room was well sound insulated and the traffic was almost inaudible in the gathering dark.

I was enjoying watching the snow fall. The bright lights of the service station picked the flakes out in stark contrast to the leaden sky and the sound of the motorway traffic became even more muffled. Mum had lifted my arm, almost without me noticing, and was now standing with her shoulder underneath mine and her head resting on my chest. We felt close and relaxed and I could remember standing like this countless times in the past.

Today it was different.

I turned to look at a face I thought I knew but today I was seeing so many different facets of the woman who was gazing back at me. Our mouths moved towards each other and our lips met softly. They pushed into each other, parted, met again, and when they came back together they were open and softly tugging. My eyes closed and I was aware of nothing more than the heat and form of her arms and chest against mine and of her searching lips.

A little over an hour later I found myself lying on the bed with unfocused eyes, gazing dreamily out the window at the falling snow. The room was beautifully warm and on another day I would have drifted off to sleep.

After we had kissed Mum had ushered me into the bathroom to shower and when I had come back out the room had changed beyond recognition. My first impression was that it seemed warm and homely- the curtains had been drawn except for a small gap through which I could see the falling snow and the light from the car park below. Candles flickered on the bedside cabinets and on each end of the dressing table, which was opposite the foot of the bed. The thermostat had been turned up several degrees and the air felt comfortable against my bare skin. The quilt cover had been pulled back invitingly to reveal the clean white sheets, and there was the faintest smell of incense.

Mum had been standing to one side as I came out of the bathroom and looked around. I turned back to see her smiling in pleasure at my reaction to her efforts. She slowly walked over to me and put her arms around my waist, the quiet smile still lighting her features. I relished the feel of her clothes against my skin, as it made me feel the power imbalance. She pushed her nose forward and touched the tip to the hollows at the base of my neck and gently ran it upwards underneath my jaw until, finally, her lips pressed into my chin in a sucking kiss.

"You wait here while I get ready", she said with her voice barely above a murmur. With that she turned and walked into the bathroom, closing and locking the door behind her.

At first I lay on the bed in a state of excitement, bordering on agitated anticipation, and listened to the steady hiss of the shower. After some time I became more relaxed but longed for her to come back into the room and join me. The shower had stopped a short time ago and I heard some muted clinks, as if mum was moving glass bottles on the porcelain sink top. Those noises stopped too and then all I could hear was the faint rumbling of the motorway traffic, distant voices and the occasional 'clump' as a fire door downstairs closed behind passing guests.

After what seemed like an eternity I heard the bathroom lock twist open and the bedroom was flooded with light. Rolling over on the bed I briefly saw mum's silhouette in the doorframe before she flicked off the light switch. It took a second or two for my eyes to readjust to the soft candle light and then I drank in the sight of her.

She was standing a couple of feet back from the edge of the bed with her weight on one leg looking stunning.

Mum was wearing the lacy white Basque that we had bought on our trip to the shopping mall earlier. My chest tightened as I looked at her and saw how it clung to her figure, accentuating her breasts and hips and narrowing her waist. A hint of her pale skin was visible through the barely see-through white lace of the body and her nipples were dark smudges under the floral pattern of the bra.

My arousal was heightened more as my gaze drifted downwards to her hips. A lace band ran round the bottom edge of the Basque and covered the top of her low-cut knickers but as the front panel was almost totally transparent, except for a sparse pattern of flowers and leaves, the dark curls of her pubic hair were clearly visible. The image of her dark hair had stuck with me throughout the years and seeing her dressed like this for my benefit was extraordinarily erotic.

While I sat on the bed mum slowly walked towards me, hips swaying. My astonishment and arousal were complete and I could not bring a word past my lips as she walked up to the edge of the bed, leaned forward and cupped my face in her hands. Her expression was quietly confident and did not betray any hint of excitement, although I thought I could see the barest suggestion of her enjoyment at my stunned silence.

Still cradling my face she brought hers to mine and instead of kissing me, like I expected, she opened her mouth and stroked her tongue up over my lips before pulling back a fraction to look at me. I stared up into her big eyes, which seemed to fill her face, and felt totally powerless. I had loved this woman all my life and in the last twenty four hours I had seen a side to her that was passionate, sensual, sexy and eager to please. She had the most exquisite touch and had the ability to turn me into a shuddering wreck with her caress.

I raised my hands and placed them on her arms, savouring the feel of her cool skin against my palms. Lifting my chin I reached out for her lips and felt their soft touch as mum leaned forward and took my top lip between hers. My hands slid down to her shoulders and I could feel the rough straps of her Basque in contrast to the silky, smoothness of her skin.

I ran my hands down over her shoulders and onto her back, pressing them firmly against the fabric, feeling the texture varying between smooth, silky material and the courser lace floral pattern. My arousal increased as I thrilled at the narrowing of her waist and the broadening of her hips before I found my hands on the cool skin between her panties and stockings.

"Mum you look absolutely gorgeous", I said, voice cracking with lust. She did. I could tell that she had made herself up very carefully and the result was very subtle with the lightest hints of eye shadow, blusher and a transparent, glossy lipstick. Mum had gone back to college after dad died and studied as a beautician. Her attention to detail and easy manner with people stood her in good stead and she had eventually opened her own shop in one of the lanes off the pedestrian precinct.

"Thanks hon", she replied as I sat up on the edge of the bed and pulled her towards me. "How do you like this?" she asked, looking down at her lingerie.

"Out of this world mum. Really beyond belief." With that I reached round behind her and put my hands on the generous swell of her hips. "I just love your bum. Have you any idea how sexy you are?"

She smiled and pushed her bottom back into my hands, "I'm glad you think so".

Squeezing her in my hands I slid off the bed and onto my knees on the floor. I felt a slight burn on my cheek from the friction between my face and her panties as I dropped down between her legs but I wasted no time and opened my mouth and engulfed the ridge between her pubic bone and the soft swell of her opening with my lips and tongue. Still holding her bottom in my hands I urgently squeezed and caressed it through the satin fabric while I ran my tongue along the gusset of her knickers.

I continued doing so until the moisture from my saliva and her juices began to soak through the thin material. Only then did I turn my head and start kissing the smooth, soft flesh of her legs that was exposed between the tops of her stockings and her panties. I kissed, licked and sucked the delicate skin on the inside of her left thigh- working my way back to the see-through knickers that I'd picked out for her only hours before. All the while my hands frantically explored her bottom, the feel of which sent me into a near frenzy.

Once I had kissed and licked the exposed skin of her left leg, working my way back to focus my attention on the gusset of her knickers, I turned my attention to the other leg. I worked my way upwards, sensually kissing and licking the smoothness of her inner thigh. As quickly as I could I slid my fingers under the hem of her panties and pulled them to the side, which let me thrust my nose and tongue up into the wetness of her lips. I put aside all efforts at sensuality and thrust my tongue as deep into her folds as I could, licking forwards towards her clitoris.

My efforts paid off and I managed to take mum by surprise. Her upper body lurched forward, she said something incoherent and steadied herself by grasping at my shoulders and neck. The suddenness of her movement and shift of weight nearly toppled me backwards onto the wooden bed frame and I had to fight to keep myself upright. Recovering a little I felt a wave of warmth wash through me as I thrilled at the effect my licking had had on mum.

"Oh, honey!" she gasped, running her fingers through my hair, "That's so good".

While I was hugely turned on by being knelt between mum's stocking-clad legs I was quickly realising that I wouldn't be able to continue on in this position for much longer. I licked along the length of her lips a few more times before leaning back and looking up into her face. Mum was still leaning on my shoulders with her hands to support her weight and had bent forward slightly to give me unhindered access to her vagina. Looking upwards I could see that her mouth had opened involuntarily and her eyes had closed with the sudden change in intensity when I had begun licking her in earnest.

Without a word I leaned back on the bed frame and used it to lever myself up to my feet. Mum and I now stood pressed against each other and I took her in my arms, hugging her fiercely and kissing her with passion. For the briefest of seconds I remembered that I was her son and I suddenly felt like I should have been submissive- after all she had raised me and the mother-son relationship was not traditionally one of equals.

The moment of hesitation and weakness passed and I gave myself to kissing her and feeling the passion of her response. Our lips bumped, bashed and pressed against each other in a rough, bruising manner as we kissed before our mouths opened and our tongues found each other, slipping and sliding together. Mum's eyes were closed and I could see her jaw working in my peripheral vision before I closed mine again and reached round to grasp her bum and roughly explore it with my fingers.

We stood, kissing, for a few blissful minutes before I brought my hands up to mum's shoulders and gently turned her round, steering her towards the bed. As her calves touched the bed frame she let me gently guide her down to a sitting position. This momentarily brought her face level with my crotch and she, seemingly reflexively, sat forward and guided my penis into her open mouth with her hands. This took me by surprise and I looked down on the fantastic sight of my beautiful mother, with the dark hair spilling down her shoulders in stark contrast to the white lingerie, who was hungrily sucking me.

Mum glanced up, all eyes, sensing my stillness and seeing me watching her as her head bobbed back and forward in time with her hand on my shaft. The unbelievable reality of the situation was almost too much for me and I suddenly felt the come begin to rise in my penis and threaten to flood mum's mouth. Not wanting to reach orgasm so quickly I hurriedly withdrew my penis from between her lips.

"Mum, I almost came the second you started doing that!" I admitted, simultaneously, realising what an effect she had on me and feeling less than manly because of my short staying power.

Mum didn't say a word but opened her mouth and playfully thrust her head forward as if trying to seize hold of me again. I laughed out loud and looked down at her adoringly. She beamed her smile back at me as I put my knees on either side of her legs and gently eased her back onto the bed so that she was lying flat.