Note: This story was dynamically reformatted for online reading convenience.
 
 Life in the Blackwell house was pretty normal.  Billy's father spent most
of his time working to provide the family with a very comfortable life,
leaving both, Billy and his mother to make due without his presence. 
Everything seemed to work out for the best though.

   At the sexually inquisitive age of 13, Billy spent most of his time
fantasizing like most boys his age.  There were two slight differences
though.  The object of his obsession was a 5'4" angel by the name of Wanda
with light blonde hair, sky blue eyes and a set of voluptuous dd cup
breasts that always caught his attention.  She was the most exquisite woman
he had ever seen.  What made his longing for her so unusual was that Wanda
was his mother.

   He could not explain or deny his attraction he felt for the woman who
gave him life.  He knew society thought that such things were wrong but he
could not help it.  To him, it felt so completely natural.  This presented
another problem for Billy.  One that caused him a great deal of
embarrassment, especially in places like the boys' locker room during gym
class.  As most would guess it, was his size that got him gawked at and
made fun of.  The monstrous member that hung between his legs was a meaty 8
inches soft.  When he was fully erect, he grew to an impressive 11 inches.
This made hiding an erection damn near impossible.

   Even when Billy's mother dressed modestly, there was no denying she had
an incredibly arousing body.  One day out of sheer bold lust, Billy
tinkered with the lock on the bathroom door until he had broken it. 
Without his father there to fix, it would remain that way.  With the main
bathroom, undergoing remodeling it was the only working facility in the
household.  Billy devised a plan to see her naked.

   He waited until he knew his mother had gone for her nightly shower
before bed to set his plan into motion.  Quietly he crept to the door and
opened it a crack so he could peer in.  She was turned with her back toward
the door.  The thin clear shower curtain left nothing to his imagination.
When she started to turn, he closed the door slightly, allowing just enough
room to watch covertly.  He continued to concentrate on her as she soaped
up her body.  Billy desperately wished he could join her.

   He stared at her nude, wet body as her hands roamed over it.  He was
shocked as he saw her right hand slip down between her creamy alabaster
thighs.  His eyes were transfixed as she moaned softly.  Her hand moved
slowly as her fingers moved in and out of her hungry pussy.

   He felt his boxers becoming unbearably tight as blood rushed to fill his
awakening organ.  Before he even realized what he was doing, his hand moved
down between his boxers and his stomach, slipping inside to stroke himself.
A soft gasp escaped his lips.  He wrapped his fingers around his swollen
shaft, unable to get them completely around it, and began to caress it. 
His fingers began to move up and down his massive member.  He continued to
gawk at her as her free hand caressed her soapy breasts.  He bit his lip
hard as he tried to suppress a moan as thick ropes of cum spurted out onto
the floor and his hand.  He pushed the door slightly further open as he
tried to brace himself.  A loud creek alerted her to his presence.  She
spun around quickly, startled by it.

   Billy made a bold decision and burst into the bathroom.  He tried with
all his might to conceal his still throbbing erection as he made a dash
toward the toilet.

   "Billy" she shrieked.

   "Sorry mom, I didn't realize you were here.  The lock must be broken,"
he said pulling his engorged rod from his boxers" I really had to go
though"

   After several embarrassing seconds, he began to urinate.  Wanda turned
to face away from him when it caught her eye.  Her limpid blue eyes widened
immediately as she found herself staring at her son's still enlarged shaft.
Billy had finished and began to put his cock back into its cloth prison
when he saw her watching.

   His face became hot as it turned a bright shade of red.  He was sure
that she knew of his intentions.  He ran from the room quickly, almost
tripping as he excited.  Wanda assumed Billy's quick departure was due to
embarrassment about his size.  She was still clueless about the true reason
he had burst in on her.

   The door to his bedroom slammed shut loudly.  He sat on his bed unable
to believe what he had seen.  After a moment or two, he laid down on his
bed, questioning what he should do next.  He turned over onto his stomach
as he heard the bathroom door open.  He closed his eyes praying that she
would not open his door.  Much to his dismay, he heard a soft rapping on
the door and his mother's gentle voice as she called his name.

   "Billy...  Can I come in?"

   He did not say a word as she pushed open the door.  He would not even
look at her.  His face turned a deep shade of red as he waited for her
disapproval.  His mother sat down on the edge of the bed.  A thick towel,
wrapped securely around her body.  Her tiny hand rested against his
shoulder as she began to speak.

   "Billy, sweetheart... I know the guys at school probably tease you
pretty bad about that.  Huh?" she said as her hand moved slowly down his
back, trying to reassure him.

   It took a moment for all of it to register.  He could not believe what
was happening.  Billy forced himself to tear up a bit, knowing it would
only strengthen her guilt.  He rolled over onto his back.  The Prominent
bulge still straining the fabric of his boxers.

   "Yeah mom.  They tease me about it all the time.  It's horrible" he
choked out the words.

   "Listen honey they are just jealous" she replied as she pulled him to
her and hugged him tight.

   Billy closed his eyes as he drew in a deep breath.  He could smell the
scent of the fragrant Awapuhi shampoo she used.  Her large breasts pressed
firmly against his chest, with only the thick terry towel between them. 
His hormones began to run rampant.

   "From what I seen in the bathroom they have reason to be jealous
sweetheart" her hand stroked his long dark hair as she spoke.  "Most adult
men would be jealous as well."

   "You're just saying that.  You did not see how big it gets...  I hate
it," he muttered

   He was right.  She did not get a very good look.  Her curiosity was
fueled by her unquenched desire to cum.  She wanted to see just how large
it was go.  Deep inside, part of her really wanted to experience it for
herself.

   "Show Me," she whispered.

   Billy pulled back from the embrace reluctantly and looked at her for a
moment.  He could see the longing in her eyes, but he still feared that she
would not succumb to it.  He had to think fast.

   "But Mom" he said

   "Don't worry Billy.  It's O.K.  Remember I am the one who used to bathe
you and change your diaper." she chuckled.

   With a heavy sigh, he reached down.  His boxers were already straining
to hold back his beastly cock but it did not help matters.  He slid the
material down slowly and his enormous member sprung forth.  She stared at
her son's turgid shaft hungrily.  Wanda's mouth went dry as the sexual
tension between mother and son built to an unbearable level.

   "See Mom...  I'm a freak," he softly murmured.

   After a speechless moment, Wanda answered.  "No you definitely are not."

   "Yes I am mom..."he knew this would draw her in.  "Who would want a guy
with something like that" he replied pointing at his cock.

   "Believe me any woman would feel lucky to have such a well endowed
boyfriend." she purred.

   He looked into her eyes and searched them for a moment as he took her
hand in his.  She did not resist the innocent gesture.  He placed her palm
against his raging hard on.  He released her hand and kept watching her. 
She wanted to pull away and he was not stopping her now.  Something deep
inside her would not let her remove her hand.

   Wanda looked into her son's eyes.  She had to do something.  Her
instincts said to stop.  She knew it was wrong to feel this way about her
own son but it felt so right.  Before she could stop herself, she had
wrapped her long fingers around his shaft and started to pump her fist up
and down it very slowly.

   The most amazing smile crossed his lips as he groaned softly.  He leaned
forward and reached for the towel.  Wanda did not resist as her son gave it
a tug and pulled it from her body.  He watched the two perfect globes
bounce as the towel slipped from around her.  He licked his lips as he
looked at the porcelain flesh tipped with perfect pink nipples.

   "Billy, I know we shouldn't do this.  It's morally wrong." her voice
quivered as she felt his fingertips toy with her nipple.  "But...  I want
you as bad as you seem to want me."

   "Mom I have wanted you for a long time.  You are the most," he moaned
softly as her grip tightened slightly "beautiful woman I know.  Please do
not stop.  I want this."

   She could feel his cock jump in her grasp.  Billy lowered his head as
his left hand cupped one of her breasts.  His lips quickly moved to its
candy pink center.  She inhaled sharply through clenched teeth as he began
to suckle.  His right hand manipulated the other fleshy mound, squeezing
and massaging it.  Her body reacted to each soft flick of his tongue.

   A few drops of precum oozed from the tip, glistening as it dribbled over
the smooth flesh.  She felt the hunger for him growing inside her.  She
knew she was destine to be her son's first lover.  She could not stop now
even if she wanted to.  The desire that raged within her soul would not
relent.

   Billy continued to nibble on the hard little nub as his mother began to
breathe harder.  It was the first time in so long that someone had touched
her body.  She moaned softly as she took his hand in hers and guided it
down between her legs.  His fingertips brushed over the soft patch of
neatly cropped blonde pubic hair.  He ventured lower toward her tender pink
flesh.  He could feel the heat radiating from there.  The scent of her
arousal grew stronger.  His mouth began to water as he thought of tasting
her.

   His fingers sought out her throbbing little love button.  Her breath
started coming in shallow gasps as his fingers fumbled with her clit.  Her
tempo increased as her body squirmed.  He moaned, releasing her distended
nipple from his mouth.  He pushed her hand away from his aching cock.  He
wanted to taste her essence.  He pushed his mother back onto the bed and
repositioned himself between her shapely thighs.

   Her sensual aroma was so arousing.  He lowered his head.  The tip of his
tongue brushed along her wet slit.  She let out an urgent moan.  He drew
his tongue over her moist flesh again.  She tasted better than he ever
imagined.  He began to lap wildly at her as her honeyed juices dripped from
her tight little slit.

   He pushed his tongue inside slowly.  Wanda let out a loud moan as his
licks came faster and more intensely.  Her fingers clawed at the sheets as
her body writhed.  She could not believe how incredible his tongue felt. 
He pulled his tongue from her and began to lick at her clit as he put two
fingers inside her, mimicking what he had seen in the movies.  Billy pumped
his fingers in and out slowly as his tongue rasped over her clit hard and
fast.

   "Oh god Billy.  Do not stop....  Don't stop....  I'm gonna cum" she
cried.

   Billy began to lick faster as his fingers thrust in and out quickly.  He
could feel her muscles flex around his fingers rapidly.  Suddenly her body
went rigid as her breathing nearly stopped.  She began jerking and moaning
uncontrollable as her warm fluids washed over his fingers.  He did not stop
fingering and licking until she finally had to push him away.

   Panting softly she said "Billy...  that was...  so good.  Now it's your
turn.  Lay down."

   He was so nervous.  Wanda slid off the bed and tried to stand up but her
legs were still trembling from the incredible orgasm.  Billy lay down on
his back and stared at his mother.  She looked deep into his eyes.  All the
childhood innocence was gone from them now.  She only saw such an
incredible love and desire flickering in them.

   She crawled onto the bed, kneeling between his legs.  She took two
fingers and placed them around the base of his shaft.  He moaned softly at
her touch.  He could feel her warm breath as she parted her lips.  Her soft
pink tongue peeked out and slowly began to trace up his rigid shaft.  The
sensation sent shivers up his spine.  He closed his eyes as she licked over
the head then back down the sides of his shaft.  She stared up at him the
entire time.

   "Oh mom that feels great," he gasped.

   She opened her mouth, guiding the tip of his cock inside.  She closed
her lips just below the head and began to lightly suck.  Her tongue swirled
languidly over the head as her fingers began to glide up and down his thick
shaft.  Very slowly, she released him from her fingers' grasp and began to
work her lips down.  His moans got louder as she fed more of his manhood
into her mouth.

   His hips instinctively began to pump.  She swallowed his substantial
cock.  She could feel him getting so tense.  After a few moments of
sucking, she slowly let his cock slip from her mouth.  Billy looked up at
her with dismay, thinking she was finished with him.  Much to his delight,
his mother moved up to straddle his throbbing shaft.  He reached down and
held the base of his shaft steady.  She rocked her hips, letting the tip of
his cock part her swollen pussy lips.  She eased herself down slowly onto
him.

   "OH Billy" she moaned as he filled her.

   She began to slowly ride him.  He was in total awe.  She was so warm and
wet.  He pushed up into as she brought her body down.  He groaned loudly,
unable to believe his cock was now buried deep inside his mother.  His
fantasy was now reality.  Her hips swirled in tight circles as she impaled
herself repeatedly on his rigid muscle.  He reached up, fondling her
breasts as they bounced with each movement.  With his previous ejaculation,
he was able to hold out longer.  The feeling was so incredible.  He wanted
it to last forever.  He stopped her for a moment.

   "Mom I want to try it from behind" he softly moaned.

   Without a word, Wanda climbed off her son's cock.  He stood up quickly.
She got on her hands and knees with her thighs slightly spread.  He had
longed to see her in this position.  He climbed on the bed behind her and
gently reinserted himself.  His hands moved to her hips, gripping them
tightly.  She began to rock back into him as he began to thrust.  At first,
his movements were gentle and slow.

   He could feel her tighten around her as he slid deeper than ever.  He
dug his fingers into her meaty hips and began to pull her back hard.  Each
time he would penetrate her deeply a loud moan was forced out of her.  Her
body began to tremble as he picked up speed, hammering into her as he felt
his balls begin to tighten.  He could not hold out much longer.  The spasms
that ripped through her pussy as the orgasm took control of her were too
much for him to bear.

   He gave a final thrust and held himself deep inside her as a rush of
hot, thick semen erupted from him.  His mother tossed her head back as she
cried out several unintelligible words.  He felt her warm juices bathing
his cock and leaking out of her.  Her inner walls milked him dry.  The two
collapsed.  His cock still buried deep inside her as the last of his cum
dribbled into her womb.

   The two laid there for several minutes panting and recuperating. 
Carefully he pulled out of her and lay down next to her on the small bed.
They laid their holding each other, cuddling in post coital bliss.  Billy
looked into his mother's eyes and softly caressed her cheek.

   "I love you mom," he whispered.

   "I love you too Billy" she replied.

   That night the two lovers slept in his bed intertwined in each other's
arms.  After that night, their relationship grew deeper.  Wanda could deny
Billy nothing now.  As he grew older, his already impressive cock grew as
well, reaching a mammoth 11 inches when soft.  He quickly became the most
incredible lover she had ever had.  He was always so eager to please her.
But that is another story...