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 My father left my mother and I when I was still a baby.  I never had any
real contact with him.  Mom worked as a waitress in a bar to support us. 
She had a series of different boyfriends over the years.  The summer I
turned thirteen she was going with Frank.  She was pretty serious about him
- even talking of marriage.  Either because she liked him a lot or because
she felt that at 38 her looks wouldn't last forever and she should land a
man while she still could.  Whatever the reason she had planned a big
weekend trip to Niagara Falls for him and her.  When he backed out at the
last minute with some lame excuse she was furious.  She had already made
her reservations and paid for the room.  Rather than let it go to waste she
told me, "The hell with Frank, you and I will go and have a nice little
vacation." A trip with my mother wasn't my idea of an exciting time at my
age, but I had never seen Niagara Falls and Mom had made such a big deal
out of it that I didn't have the heart to object.  When we arrived at the
motel about six pm, Mom's luck continued to run bad.  Instead of the twin
beds she had asked for, her room had a double bed.  She asked if they had a
roll-away to bring in but there were none available.  She said we would
just have to make the best of it.  The thought of sleeping in the same bed
with my mother was both disturbing and exciting to me.  All during dinner I
kept thinking about it - I was afraid that when it happened I would "pull a
boner" and she would notice.  Mom usually just drank beer but that night
she was drinking shots of Jack Daniels also.  Before long she was pretty
well sloshed.  I had never seen my mother this way.  The motel restaurant
was also a bar lounge with a dance floor and a juke box.  Mom wanted to
dance and I was the only likely candidate in the room.  It was kind of
embarrassing because she wanted to dance to a slow song and she was
unsteady on her feet.  I could feel her large breasts pressing into me as
we danced and I was horrified to feel myself getting instantly hard.  I
tried not to let my groin come in contact with her but occasionally we
would touch.  I don't think she noticed or if she did she never let on, she
was so drunk that just before the end of the song she tripped and started
to fall.  I out my hands under her arms to catch her and ended up touching
her breasts as she slipped from my grasp.  She seemed embarrassed by the
spectacle she had made of herself and went back to the table and finished
her drink, paid the bill and we left.  Back in the room, Mom spent a long
time in the bathroom.  When she finally came out she was wearing a
mid-length cotton nightgown.  I went in and changed into my pajamas.  When
I came out I was holding my shirt in front of me to camouflage the
semi-hard on that I had.  It was unnecessary since Mom was already snoring.
I got into bed and slid under the covers.  My hard- on was now complete. 
As I lay there I thought about going back into the bathroom and jacking
off. Before I could decide, Mom drew her knees up close to her chest with
the result that her ass moved over onto my side of the bed and touched my
hip.  Since she continued to snore I knew she was asleep and therefore I
could not be blamed for what I was planning to do.  Slowly I turned on my
side towards her.  My rock hard boner was now right up against her ass. 
The only thing separating us was the flimsy fabric of her cotton nightgown
and my pajama bottoms.  It felt so good and I was so excited that I decided
that it would not seem unusual under the circumstances if my dick were to
slide out the wide opening in the front of my pajamas.  As I worked it out
of the opening, Mom rolled over in the other direction and was now facing
me as she continued to snore softly.  My dick was now rubbing against
nothing but warm air.  I stayed frozen like this for what seemed like an
eternity, hoping that she would roll back against me.  After what must have
been fifteen minutes she finally did.  Even more exciting was the fact that
in the process of her turning over back and forth her nightgown had now
worked its way up to the top of her legs where her ass began.  My dick was
touching her ass through the material of her nightgown but my balls were
actually resting against the flesh at the top of her legs.  The sensation
made my cock feel like it was ready to explode.  Just then a group of
motorcycles pulled into the parking lot in front of our room.  The load
roaring and revving and shouting made me terrified that my mother would now
wake up and discover out position.  I was all set to begin a fake snore,
but gradually I realized that Mom had drunk so much that not even the din
outside our room would awaken her.  Emboldened by this realization I
decided to see if I could actually have my cock make contact directly
against my Mother's ass.  With my heart pounding like a jackhammer, I very
lightly touched the fabric of her nightgown as it lay against her ass and
moved it slightly higher.  Mom's snoring continued at the same even pace.
Since she was laying on part of the nightgown I had to work it up from the
top side only.  Nevertheless, I finally managed to get the one side up high
enough that most of her ass was exposed to me under the blanket.  Now I
started to slowly inch towards her again and ever so lightly at first I
felt my cock slide against the warm skin of her ass cheeks.  Perhaps the
warm feeling of my cock against her ass triggered a dream - whatever the
reason - at this point Mom stopped snoring and started to mumble softly in
her sleep.  Gradually I made out what she was saying - she was moaning "oh,
Frank" over and over again slowly.  I now let my cock slide slowly down
into the crack between her cheeks.  I could now feel a warm wetness where
my balls rested against the bottom of her pussy.  She started to rotate her
ass back and forth, back and forth.  Then she started moving it up and
down, it was at this point that the tip of my cock first came in touch with
the hairy wetness of her pussy.  For the first time I realized that I might
actually end up with my cock inside of my mother.  I steadied my cock with
one hand and during one of her downward movements I gently slid just the
head of it into her pussy.  At this point her mumbling became louder and
clearer.  She was saying "Oh, Frank", louder and louder as she thrust her
pussy harder and harder onto my cock till she had all of it inside her.  I
came almost immediately.  As she thrust back and forth, up and down, Mom's
"Oh, Frank"s started to take on a questioning, almost puzzled tone.  With a
final "Frank?" she seemed to become awake.  As she realized where she was,
she said "Oh, no...oh my God no!" Her ass however seemed to continue moving
with a mind of its own for several more seconds.  Then with a start she
pulled away from me.  She sat up on the edge of the bed and put her hands
over her face.  I was afraid of what was going to happen next, but to my
surprise instead of yelling at me she began saying "I'm sorry, I'm sorry,
what have I done to you?!" As she pulled away from me the blanket had gone
with her and fallen on the floor.  I was now laying on my side facing
towards her.  Although I had ejaculated my cock was still fully extended.
As she looked at it, I couldn't think of anything to say, so like a child I
softly said, "It hurts".

   Almost like a mother's instinct she reached out to touch it.  When she
realized what she was doing she pulled her hand back.  In the same
plaintive voice I said, "please, it hurts." This time she reached out all
the way and gently touched it.  At my mother's touch my 13 year old cock
started to harden again.  With a fascinated expression, Mom gently moved
her hand over my stiffening member.  With a strange tone in her voice,
still somewhat slurred by the alcohol, she said, "Only this once." With
that she began Moving her hand briskly up and down my cock the same way I
did when I masturbated.  As she leaned over me the top of her nightgown
fell forward and I could see her breasts swaying back and forth - her
nipples were sticking straight out.  After a few minutes of stroking I shot
a wad of come onto my stomach and my Mother's hand.  At this point she
slowly stood up and went into the bathroom.  She was in there for a while
and I now realize she was probably masturbating herself to an orgasm.  When
she came out she took her pillow and a blanket and went to sleep in the
chair.  The next morning Mom and I got into the car and headed home.  We
never saw Niagara Falls and she has never mentioned what happened.  It's
been almost fifteen years now.