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Subject: RP Eros Billy's Education Fm incest con
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Filename: BILLEDUC.TXT
Title: Billy's Education
Author: Eros
Origin: Blue Room BBS


                     B I L L Y' S    E D U C A T I O N
                               (by Eros!)

       After Dad left, Mom and I moved into the Condo apartment she
    received from the divorce settlement.  It was nice enough, but I was
    sixteen, and starting to feel the urges that a young boy of that age
    should start feeling. It was a city high-rise building with its own
    pool, but most of the tenants were older than I.  All my friends
    lived a good distance away, so I really only saw them at school.  I
    was a bit of a loner in a lot of ways, so it didn't bother me all
    that much.  I guess I should tell you that my name is Bill. My Mom's
    name is Lisa. We get along okay, I guess... more so now Dad is gone.

       I spent a lot of time at home except for a part-time job that I
    had delivering groceries for the market on the first floor of the
    building. I sort of enjoyed the pool, so I spent a lot of time down
    there.  It was late spring, and warm enough already for swimming.  I
    usually went for a dip when I came home from school just before I
    went down to the market to start my job.  There were a few women
    there, and I enjoyed watching them in their skimpy bathing suits, but
    they were all a little too old to be approachable by a boy of my age.
    Some of them looked at me too, and I liked that.

       There was one especially that always seemed to be watching me when
    I came down for my daily swim.  She was in her early thirties, and
    reminded me of one of the models that I looked at in the magazines
    that I kept in my bedside drawer.  She was about 5'6" tall, and well
    built.  She always seemed to prefer bikinis to any other sort of swim
    suit. She also seemed to like me sneaking looks at her.

       She was there today too, and wearing a skimpy green bikini that
    got my hormones raging.  I horsed around in the pool, and surfaced in
    front of her a few times to get a better look.  She smiled at me each
    time I did. I fooled around a bit more, staring at her gorgeous tits
    every chance I got. Finally it was time to go to work.  Mom was
    working late, so I was on my own. I went up to the apartment and got
    changed.

       Things at the market went as they did on any other day.  There
    were the usual rush orders from the tenants that had to be delivered
    before dinner, so I busied myself with running up and down in the
    elevators like always.  Finally it was seven o'clock, and time for me
    to go home to do homework.  Mr. Cucci, the owner, said that there was
    just one more order to go, and since it was in the building and a
    charge order, I could take it, and then just go straight home.  I
    picked up the large bag, and headed out the door to take it where it
    belonged.

       The apartment to which the order was destined was on the
    twenty-first floor, so it took a few minutes to get there.  I really
    didn't want to go home to that homework.  I would be alone as usual
    since Mom wouldn't get there until about nine.  I rang the bell at
    the apartment, and was greeted by the woman whom I'd seen in the
    bikini down by the pool earlier.

       She was dressed in a blue dress with buttons down the front.  Her
    dark blonde hair hung down to her shoulders, and on her feet she had
    blue leather shoes with high spike heels.  She looked beautiful, and
    I couldn't help staring for a moment when she opened the door.

       "Oh!  Hi," she said, "you're the boy from the pool, aren't you?
    Could you bring that into the kitchen for me?"

       I nodded.  It was about all I could manage at that point.  I
    carried the package into the kitchen, and heard her close the door to
    follow me.

       "Thanks," she said when we reached the kitchen.  "I don't think
    that I could have managed that on my own, and I know the sort of
    muscles you have from seeing you at the pool."

       I thanked her for the compliment, and placed the bag on the
    counter.

       "There," I said.  "I like that pool a lot.  I've seen you out
    there too."

       "I know you have," she said with a knowing smile on her face.
    "What's your name?"

       "Billy," I said, staring at her gorgeous tits.

       "Mine's Sara," she replied, "We see each other so often down by
    the pool, we really ought to know each other. You're working late
    tonight, aren't you, Billy?  Mr. Cucci usually brings things up
    himself when I call this late."

       "No," I answered, "this is my last delivery.  I go home after
    this."

       "Oh?," Sara said with a touch of irony in her voice.  "I guess
    your mom has dinner waiting?"

       "Nah," I answered, "Mom won't be home for a couple of hours yet.
    I just have to read a few pages of History, and then watch some TV
    until she gets home."

       Sara looked at me strangely for a moment, and then her face
    changed back into a smile.

       "Why don't you stay here for a little while? I'm all alone, and I
    wouldn't mind the company.  We could watch television, or talk, or
    something.  If we're friends now, we should get to know each other
    better, right?  What about it?"

       That didn't sound like a bad idea, al all!  I was a little tired
    of spending all that time at home alone anyway, besides Sara looked and
    smelled sooooo good.

       "Sure," I said. "I can do my homework later.  It isn't much."

       "Great," Sara said.  "Why don't you go sit on the sofa, and I'll
    get us a couple of Cokes, that is... unless you would like a beer?"

       "Um, yeah," I said, trying to sound mature "... a beer is fine." I
    just hoped that Mom wouldn't smell it on me when she came home.

       "Okay", Sara smiled. "You go on inside, and I'll be back in a
    minute."

       It didn't take long for Sara to join me on the sofa.  She put two
    beers down on the coffee table, and we each took one for a sip.

       "You spend a lot of time hanging around here.  Don't you have a
    girlfriend?"

       I was becoming a little uneasy with the way her questioning was
    going, but I was also becoming rather aroused with looking at her.
    She was wearing a perfume that was getting to me too!  I liked her,
    and I wanted to be her friend.  I also wanted to talk to someone
    about the things that I was feeling.  My dad was away too much for me
    to get a good talk going with him, and Mom wasn't the right one to
    talk to.  I decided to see just where the conversation was going to
    go.

       "No," I said, "I've never been out with a girl on a real date.  I
    dance with them sometimes when I go to the school dances, but that is
    about as far as things have gone. I don't go to many dances anyway."

        Sara looked me straight in the eye, and asked, "Then you're
    still a virgin?"

        "Yes!" I blurted out.

        The question had hit hard.  The last thing that a boy wants to
    admit to a woman like Sara is that he is a virgin, but the question
    had taken me by surprise.  I had answered truthfully, but I was sort
    of already regretting that I did.

       "That's all right," Sara said.  "It won't be a permanent
    condition. Have you ever kissed a girl, Billy?"

       "No," I answered not knowing what she had in mind.

       "Would you like to kiss me?," she asked.

       This was definitely not what I had expected when I came up
    here, but I had to admit that I wanted to kiss her very much.

       "Yeah, sure," I said. "Do you really mean it?"

       Sara smiled at me and just nodded. Jesus I couldn't believe my
    luck!

       Then, she leaned over, and brought her face close to mine.  The
    fragrance of her perfume filled my nostrils, and I could feel other
    parts of me lower down reacting too!  I pressed my face to her's, and
    our lips met.  I'd never felt anything like this before. I didn't
    know what to think about it, but I did know that it felt very, very
    nice!

       "There, now you know what it feels like to kiss a girl", Sara said
    when she broke the kiss. "Did you like it?"

       That was a silly question.

       "Sure! It was great!", I answered a little to enthusiastically. "I
    never kissed anyone but my mom and my aunt, but they never kissed me
    like that before."

       Sara giggled.

       "Well, I should hope not," she said. "Would you like to know more
    about women?"

       I didn't know what she had planned, but if it meant kissing her
    again, I was all for it!

       "Yeah, sure!", I said, trying to hide my eagerness.

       "Okay, put your arms around me, and we'll try another kiss," Sara
    said.

       She slid over on the sofa, so her thigh was pressing against mine.
    That felt good too!  I put an arm around her back, and she nestled
    into it. Again our lips pressed together, and again I felt those same
    stirring in my crotch.  It was all I could do to keep from messing my
    pants! We kissed longer this time, and I could feel her breasts
    pressing against my chest.  I moved my hand down a bit, and felt her
    bra under her dress.  She didn't protest.  We broke the kiss, and
    Sara said, "Do you like my breasts?" I swallowed hard, and said,
    "Yeah," in a strained voice.  "Would you like to see them?" "Yeah!,"
    I said.

       Sara sat up on the sofa, and unbuttoned her dress down to the
    waist. Under it, she was wearing a bra of aqua lace.  It was sheer,
    and I could see the shadow of the dark circles of her areola and
    nipples through it.

       "Would you like to touch them, Billy?," she asked.

       "Ohhh, yeah," I answered, unable to hide my pleasure any longer.

       I cupped her breasts in my hands, and lifted them.  They were
    large and firm, and weighed more than I had expected.  I'd seen them
    under her bikini top out by the pool enough times, but I never
    thought I would get the chance to hold them like this.

       "When you do get a girlfriend," Sara said, "make sure she has big
    breasts like mine.  Would you like to see more ?"

       "Shit, yeah!," I answered enthusiastically.

       Sara stood in front of me, and said, "This dress is only in the
    way now," and unbuttoned the rest of it letting it slip from her
    shoulders. She tossed it over a chair.  Below her waist, she was
    wearing a sheer aqua garter-belt and panties that matched the bra.
    Her stockings were sheer too, and I could see the dark V-shaped
    outline of her pussy at her crotch.  I was fully hard now, and my
    cock was straining for release in my pants.  I didn't know how much
    more of this I could stand before I had to do something about that.

       "I think we can dispense with my bra too, if you don't mind. Would
    you unhook it for me?," she asked.  Sara turned her back to me, and
    lifted up her long hair, so it no longer covered the clasp.  I stood,
    and clumsily unhooked it.  She held it up with her hands at her tits,
    and said, "Okay, sit down again, please, honey." I loved the way she
    called me honey, it made my cock twitch.

       Sara turned to face me again, and let the bra fall to the floor.
    Her breasts spilled out in front of me, and I couldn't help but stare
    at them.  I had seen women's breasts before in the magazines, but not
    this way.  They were beautiful!  They were round and globular, and
    each one ended with a dainty nipple at its tip. Sara posed for me
    that way for a moment, and then bent over me letting her breasts hang
    in front of my face.

       "Would you like to suck my nipples?," she breathed.

       "Oh, yeah," I answered.

       I took one of Sara's nipples in my mouth.  I guess there is some
    remembrance of the technique from when we are suckled by our mothers,
    and I sucked gently on it making Sara give out a little moan.

       "Let me sit down," she said, "so we can be more comfortable."

       Sara turned to sit on my lap.  Her bottom came down softly, but
    she got a sort of surprised look on her face, and said, "Oh!  What
    have we here?  I feels as if there is something hard in your lap
    under my hot little ass. I just wonder what that could be?" I looked
    at her with a little bit of embarrassment, but she said, "Well, we'll
    soon take care of that. I've shown you what I have. How about showing
    me some of what you've got down there?"

       Sara stood up again, and gently tugged me to standing too.  She
    took the bottom of my T-shirt in her hands, and pulled it up and off
    of me. It joined her dress and bra over on the chair.  Her hands went
    to my waist, unbuckled my belt, and pulled down my zipper.  One hand
    entered my fly, and touched my cock through my briefs.

       "Ooooooh," she said, "you're a big boy aren't you, Billy. Mmmmm,
    I like that!"

       Sara tugged my pants down, and made me sit again.  She knelt in
    front of me, and removed my sneakers and socks.  Then she pulled off
    my pants, and tossed them on the chair as well. Then she stood again,
    and got me to stand in front of her.  My cock was bulging my briefs
    way out, and she looked down at in with a big smile on her face.

       "Well, we'll just have to see what all that swelling is," she
    said.

       Sara dropped to her knees, and caressed my cock through the
    fabric. Her hands went to the waistband of my briefs, and she slipped
    her thumbs inside.  In a swift motion, she pulled them down to my
    ankles, and my cock jumped forward pointing straight at her face.  I
    stepped out of the briefs, and they too were tossed aside.

       "My, but you do have a big one for someone of your age," Sara
    said. "Sit down, and I'll see what I can do about the swelling."

       I sat down, and Sara moved between my legs on her knees.  Her long
    nails raked gently over my thighs, and the pressure in my young balls
    grew even more.

       "Don't worry," she said with a playful giggle, "I'm not going to
    bite you.... much!"

       Sara opened her mouth, and took the length of my cock inside.  My
    cock is almost seven inches long, so it surprised me that she got it
    all in. She let it slide back out again running her warm lips over it
    all the way.  She ran her tongue around the head, and poked the tip
    of it into my piss-slit to taste the drop of pre-cum that was already
    oozing from it.

       "I don't think this will take long," she said, and took my cock
    back into her mouth.

       It didn't take long at all.  I was almost ready to cum right there
    and then, but I tried to hold back as long as I could. Sara began a
    smooth up and down motion sliding my cock in and out of her mouth. It
    felt absolutely wonderful!  Her warm. moist lips were all over my
    cock, and I leaned my head back, closed my eyes, and began to moan
    with pleasure until I could hold out no longer, and unloaded all the
    pressure that was in my balls in a hot jet of cum into Sara's waiting
    mouth.

       Sara took all I had to give, and didn't miss a drop.  She
    swallowed it all down, and licked me clean when I was finished. I
    could see her savoring the last few drops on her tongue before she
    swallowed them too.  Then she moved up to sit on the sofa next to me.
    She just sat there playing with my cock in her hand while I
    recovered.

       "Did you like your first blow-job, baby?," she asked.

       "Yeahhhhh!" I answered.

       "You have a nice cock, Billy" Sara said. "I like it. I hope this
    isn't the last time I'm going to see it." Before I could say anything
    by way of answering her, she said, "Now that I've seen your cock,
    would you like to see my pussy, honey?"

        "Yeahhhh!," I answered again. I sounded like a cracked gramaphone
    record, but Sara didn't seem to care, she was obviously just as horny
    as I was.

       Sara stood in front of me again.  She bent forward letting her
    breasts hang down, and unhooked her stockings from her garter-belt.
    She reached behind her, and unsnapped the garter-belt to toss it
    aside with her other clothes.  She sat on the edge of the chair that
    had all the clothes on it, and took off her shoes.  Then she slid off
    her stockings, and stood again before me.

       "Pull my panties off, Billy," Sara said.

       I reached up, and took hold of the narrow elastic band at her
    waist that held up her panties.  Her skin felt so soft when I touched
    it that I wanted to spend some time just doing that, but the shadow
    of the dark patch at Sara's crotch was beckoning me to other things.
    I slid her panties down very gently, and there before my eyes was her
    pussy!  I had also seen this in the magazines, but never this way.  I
    stared at it for some moments, and Sara put her hand on my shoulder
    to steady herself while she stepped out of her panties.  I tossed
    them on the chair.  We were both completely naked.

       "I know a more comfortable place for the rest of this," Sara said,
    "Follow me, lover!"

       I stood, and walked after her.  I couldn't take my eyes off her
    ass as we walked.  I liked the way the cheeks bounced up and down as
    her legs moved, and the gentle sway in her hips. My cock was hard
    again by now, if it had ever really gotten soft, and was waving back
    and forth in front of me as we walked.  Sara led me into her bedroom,
    and turned down the covers on the bed.  She lay down on her back with
    her legs spread just a little bit.  God, she was a gorgeous sight!  I
    drew in my breath and moved towards the bed, ogling her furry snatch.

       "Come here, you gorgeous kid", Sara said, reaching out her arms to
    me.

       I lay down next to her, and put my arms around her without her
    asking me to do it.  I guess I felt that we knew each other well
    enough by now to do that while we were in bed together.  I pressed my
    lips against Sara's, and we kissed again.  This time, however, the
    kiss was just a little different than earlier.  Sara parted her lips,
    and pressed her tongue forward.  It pressed against my teeth, so I
    opened my mouth, and her tongue touched mine.  It felt very good! Our
    tongues began to roll around each other in my mouth, and then I
    pressed mine forward to taste the sweetness inside Sara's mouth.

       Her hand slid down to my cock, and began to play with it again. In
    between kisses, Sara whimpered, "Touch my pussy, Billy. Play with my
    cunt!" I moved my hand onto the soft flesh of her thighs, and they
    parted.  I ran my hand gently along the skin, and felt hair against
    my fingers.  I pressed further, and found that under the hair was a
    warm, moist slit that felt very good when I put my fingers into it,
    and apparently made Sara feel good too if the gentle sigh that I
    heard when I touched her was any indication. She broke our kissing
    again to ask, "Would you like to fuck me, Billy?"

       "Oh, shit yeah!", I blurted. "Can I?"

       Sara rolled over on her back, and spread her legs.

       "Get on your knees between my legs," she instructed me.  When I'd
    done so, she reached up to pull me closer, and took hold of my cock
    to position it at the opening of her pussy.  "Push," she said gently.

       My cock slid into her cunt easily.  She was thoroughly lubricated
    from all the sexual play that we had been indulging in, and my cock
    was now warmly encased in her tight pussy.  That left me with a small
    problem.  Up to this point I had been a virgin.  I was just not sure
    what to do next. I'd read some pornographic paperbacks, and I knew
    that I was supposed to move my cock in and out of her, but I had
    never done that with a girl before.  I decided that I'd better try,
    and somehow the motion came very naturally to me. Just instinct, I
    guess.

       I buried my cock deeply into Sara's mature cunt.  It felt fucking
    fantastic. I began to plunge it in and out of her. Her pussy was so
    tight, it felt like my prick was encased in a hot, velvet vice, and
    she was wet too... wet and slippery inside. I couldn't get enough of
    the feeling.  Without realizing it, my thrusts were getting stronger.
    I thought of backing off a bit so as not to hurt her, but Sara just
    urged, "Harder. Oh, Billy, make momma feel it!  Fuck me harder,
    baby!!"

       I increased the tempo and power of my thrusts, and lunged my hips
    into her.  Sara lifted her legs high, and curled them around my waist
    the same way her arms were wrapped about my neck.  I slid one arm
    under her ass, and pulled her cunt onto my cock. We were totally
    entwined together, and I was fucking her for all we were worth!  Our
    lips met again, and this time I didn't waste any time in pressed my
    tongue deep into her mouth.  Her tongue met mine, dueling back and
    forth behind our teeth as we fucked madly on her bed.

       Then I felt like I could hold out no longer.  Sweat was starting
    to bead up on my skin, and my cock was beginning to throb inside of
    her. At that point I felt a strong tingling all over my body. I broke
    the kiss, and let out a strong guttural sound as I felt my cock spasm
    deep in her pussy.  I was cumming!  It felt like there was a Fourth
    of July fireworks display was going on inside my head.  I drove my
    cock to its full length into Sara, and unloaded my second charge of
    cum into her hot pussy.  Sara was reacting too, and kept saying, "Oh,
    fuck! Oh, fuck! Oh, fuck!," over and over again while I came.

       After a time, it was over, and I collapsed limply on top of her,
    all my energy spent.  We lay that way for a few minutes catching our
    breath, and then I rolled off her.  We held each other in our arms
    for a little while, and then she asked, "Do you feel different now
    that you're not a virgin anymore?"

       "Shit, yeah, I feel fantastic!" I answered.

       "You sure do, Billy", she sighed, giving my cock a playful
    squeeze. It began to swell in her hand.

       "Can I fuck you again, Sara?", I asked hopefully.

       Sara looked at the clock on her nightstand, and said, "Oh, baby,
    I'd like nothing better, but it's twenty to nine.  Isn't your mother
    going to be home soon?"

       "Yeah," I said, "I guess I'd better be going, but I don't want
    to."

       Sara giggled at this, and said, "I can see
    that. I'd forgotten how easily young boys your age can recover." She
    grabbed my cock and for one brief moment I thought she was going to
    let me fuck her again, but instead she said. "Much as I'd like to,
    Billy, we don't want your mother calling out a search party for you
    do we, hon?"

       "I guess not", I said glumly.

       "Hey, cheer up", she said, giving me a peck on the lips. "We'll
    have longer the next time."

       "Yeah," I said, "I sure hope so"

       I got up weakly, and Sara stood next to me for another kiss.  We
    went back to the living room, and I untangled my clothes from her's
    to get dressed.  When I finished dressing Sara walked me to the door.
    She was still naked except for the shoes that she had put back on.
    They made her long legs look even better.

       At the door we kissed deeply one last time.  "I'll see you soon at
    the pool," she said as I left, and she closed the door after letting
    me have one more look at her naked body as she posed in the doorway
    for me.

       I went back to our apartment. Mom wasn't home yet, so I flopped
    down on the sofa. Thinking about fucking Sara tonight had my brain
    reeling. My cock was still stiff, so I pulled it out and began to
    jerk off right there in the living-room. Unfortunately, I was only
    halfway there when I heard Mom's key in the door. I pulled up my
    pants and flicked on the TV, pretending I had been home for hours.

       "Hi, Mom!", I said cheerfully, trying to hide the bulge in my
    pants with a cushion in case she saw.

       "Sorry I was so late," Mom said as she came in. "I did some
    shopping at the mall on my way home."

       She started to put things away, moving around the kitchen and
    chatting in a friendly sort of way. I hardly took any notice, until I
    turned 'round and saw her bending over, putting something in the
    cupboard. Mom was wearing a skimpy pair of shorts that showed every
    outline of her crotch. I couldn't keep my eyes off her ass. Why
    hadn't I noticed before how cute and sexy my own mom's ass was? Maybe
    fucking Sara had something to do with it.

       "Did you find something to occupy yourself with while I was away,
    dear?", Mom asked over her shoulder. Her ass was still in the air.

       "Yeah," I answered, squeezing my half-hard prick through the front of
    my pants. "I met a new friend and we had a ball, Mom."

       I grinned to myself at the joke, then got up off the couch and
    stepped up behind my mom. I put my hand on her ass and kissed her
    neck. She smelled good.

       "Need a hand, Mom?" I asked, pretending to be helpful. Mom
    straightened up and turned around.

       "No, all finished, honey", she said, giving me a peck on the
    cheek.

       As she did so, Mom's tits pressed against my chest, and I felt her
    warmth. After what had happened tonight with Sara, I had the urge to
    pull Mom against me and run my hands over her luscious tits and ass,
    but something stopped me, and by the time I could think straight
    again, she was gone, heading down the hallway saying something about
    taking a shower. I returned to the sofa and tried to watch TV, but my
    mind was still on my mother's cute, sexy little ass.

       When Mom came out of the shower, I pretended not to notice the
    powder-blue nightie she was almost wearing. My cock jumped a mile. I
    grabbed the cushion again just before Mom bent over the sofa to give
    me a kiss goodnight. Her lips tasted of mint, and once again, I
    resisted the urge to do something un-son-like.

       "'Night Mom", I said, hoping she wouldn't notice the way I was
    covering the huge bulge in my crotch. She said goodnight and headed
    off down the hallway to her bedroom.

       About a half-an-hour later, I decided to hit the sack myself. I
    showered quickly, and headed down the hall. Mom's light was still on,
    so I crept up to her door. I don't know what I expected to see, but
    the thought of my mom lying there in that filmy blue nightie of hers
    had my pulse racing. As I got closer, I could see that the light was
    coming from her bedside lamp. Mom was asleep, the unfinished book
    she'd been reading lay limply in her hand.

       Wearing only a towel, I crept into Mom's room. My heart was
    pounding in my chest as I gazed down at her reclining form. I didn't
    know what the hell I was doing there. All I knew was that my mom's
    body was suddenly making my prick do loop-de-loop. I moved closer.
    Mom was lying on her left side, facing me, her back to the wall, her
    coltish limbs thrown out every which way. The covers were in a
    turmoil and her long blonde hair was strewn all over the pillow. As I
    looked on, her chest rose and fell with the healthy regularity of
    deep sleep.

       Too bad I couldn't see her tits. The sheet happened to lie such
    that it strategically shielded them from my view, but I could still
    detect their large delectable presence underneath. I was luckier with
    certain other parts of her body, though. One long leg was entirely
    exposed, being covered only at the very top of her creamy thigh. A
    few more inches and I would have been treated to a choice view of my
    mom's crotch.

       I sat down carefully on the edge of the bed, my cock poking out
    from underneath the towel as I did so. Mom moved as I sat down, and
    it frightened the shit out of me. I stood up and stepped quickly
    back, starting to leave the room until I realized it was nothing more
    than a random shifting of position. Mom was still deeply asleep, I
    noted with a sigh of relief. Testing her, I slowly lowered myself to
    the bed again and sat beside her. No reaction. I sat heavily with all
    my weight, even bouncing a couple of times. Her only motion was the
    natural swaying of her body caused by the movement of the bed. In a
    quiet voice I said, "Mom? You awake?" Still nothing.

       With anticipation nervously mounting, I swung my feet onto the bed
    and lay beside her. My weight caused her body to slide slightly
    toward me, but still no sign of wakefulness from my sleeping mother.
    The slight movement caused her legs to fall open a trifle, making her
    unconscious pose even more sensual and suggestive than before, but
    she evidently remained sound asleep. I raised trembling fingers to
    her half-covered form and pulled the sheets back, hoping it wouldn't
    wake her.

       My cock was all the way stiff now, and as I considered the
    wonderful possibilities confronting me, it began to throb. I reached
    out and touched Mom's ass, feeling the heat of her skin through the
    silky fabric of her panties. My cock twitched, and I edged closer.
    Just as I was extending my hand toward her tits, she suddenly moved!
    I jerked my hand away and was halfway off the bed before I realized
    it had only been a sleepy shifting of position. Mom was still fast
    asleep. I wiped my face of sweat and lay down again beside her. Her
    movement had changed her position to my advantage.

       Now she lay more on her back than her side, one slim knee up in
    the air and the upper part of her chest exposed well below the collar
    bone. Shit! A few more inches and I could see her tits. I was getting
    so excited now that I was becoming bolder by the second. Impetuously
    I jerked the covers off her entire body.  Mom didn't move.  I waited
    a few seconds to see what would happen, but nothing did, so I reached
    right out and cupped one of Mom's firm tits. It felt warm and soft in
    my palm, the nipple hardening as I squeezed her fullness gently.

       God, I couldn't believe I was doing this... lying on my mother's
    bed with only a towel wrapped round me, with my hand on her tit.
    Mom's hand moved up and covered mine. I looked at her face, but she
    was still asleep. I didn't dare remove my hand now. I suddenly got
    scared again that she'd wake up any second. Then I noticed the glass
    of water and bottle of pills on her bedside table. Mom sometimes
    couldn't get to sleep after a hard day, so she took these sleeping
    pills to get a good night's rest.

       Knowing that, I became bolder now, and slid my other hand down
    between Mom's legs, to rub her cunt. She sort of sighed and opened
    her legs a bit more, giving me better access to her pussy. Ooooooh,
    Jesus, was she ever hot down there! I could feel the damp heat
    searing my fingers as I probed Mom's cuntmound through the silky
    fabric of her panties. She moaned again, louder this time, but her
    eyes remained closed.

       Mom must have been able to feel what I was doing, even in her
    drugged sleep, because she began little upwards movements of her
    hips, pressing her pussy into my hand and squirming her hot little
    ass around on the bed.

       My cock demanded immediate attention. But rather than rub it
    myself, I decided to let Mom do it for me. Grabbing her hand I placed
    it under the towel on my rock-hard prick. Her cool fingers wrapped
    around it instinctively and I felt her grip my rod tightly. Mom sure
    knew how to handle a cock, I thought, even in her sleep!  I slid my
    fingers inside Mom's moist panties and delved into her cunt, not
    really caring now if she woke up or not. She squirmed a bit and
    gripped my prick real hard. My fingers in her cunt must have been
    really getting to her.

       Mom's cuntslit felt real wet and slippery. I found her clit and
    rubbed it just like I had Sara's. Her pussy juice soaked my fingers
    and ran down between the cheeks of her ass. My Mom has a nice ass,
    small and compact, and real firm from playing racquet ball. I cupped
    her ass cheeks and spread some of her cunt-juice over them, loving
    the feel of her tight slippery assflesh sliding sensuously under my
    palm. Mom's panties were saturated, so I decided to remove them.
    Besides, I really wanted to see her cunt naked. Skinning her panties
    down, I rolled them down her long sleek thighs, pulled them off over
    her ankles and tossed them onto the floor. I pulled off my towel at
    the same time and got between Mom's legs.

       Jesus what a beautiful sight! My mom's twat was cute, real cute.
    Smaller than Sara's but just as juicy looking, and covered with a
    light fuzz of curly blonde hair. I pulled Mom's legs wider apart and
    stared at her cunt. Her cuntlips were barely parted. I inserted a
    finger and watched as they flowered open to to admit it. Mom moaned.
    I inserted another finger, this time wiggling them both around a bit.
    Mom raised her hips slightly and moaned again. A little trickle of
    juice began to flow out around my fingers. I stooped to lick it up,
    letting the heady aroma of Mom's cunt fill my nostrils.  Jesus, she
    tasted good! I had to have more of that!

       Holding her legs wide apart with both hands, I lowered my face to
    Mom's cunt. Juice was oozing from the slit. I opened my mouth and
    stuck out my tongue, licking the creamy liquid into my mouth. It
    tasted delicious, not as strong as Sara's gamey cunt, and a little
    more salty... just right. I dug my tongue in deeper and was rewarded
    with another gush of nectar from Mom's gooey honey pot. Sucking
    noisily I lapped it all up and thrust my tongue deep into Mom's hole,
    feeling her cunt squeeze and contract around it. My lips found her
    clit and I sucked it into my mouth, flicking the tiny little bud to
    erection with my tongue.

       In the back of my mind I kept thinking, this has gotta be a
    fuckin' dream, but the smell, the taste and the feel of Mom's
    slippery cunt on my face told me different. My cock was digging
    painfully into the bed, so I moved a little to relieve the pressure,
    keeping my mouth glued to Mom's dripping cunt. I could hear her
    moaning above me, her hips giving little jerky movements from time to
    time, especially when I sucked her clit. Then suddenly, my heart
    froze.

       "Ummmm, B..Billy? Wh... what are you do... ohhhh", she moaned.

       I looked up from her crotch and saw Mom looking down at me with
    glazed, half-opened eyes. I looked back at her, her juices glistening
    on my mouth and chin, not knowing what to say for a second. Then, as
    I noticed the dazed look on her face I had an idea.

       "It's okay, Mom, it's only a dream, just lie back and enjoy it."

       Mom looked like she wasn't really seeing me, her eyes all glassy
    and vague.

       "Mmmmmmm, yeah....  dream.... okay... mmmmm, good...umm, feels so
    good," she muttered, pushing my head back into her neglected hole.

       I resumed sucking her twat with vigour, really going for it.
    Knowing that Mom was half awake and enjoying it too, made sucking her
    gorgeous cunt all the more exciting.

       Mom was moaning almost continuously now, a soft, mewling sound of
    pleasure. Her pelvis moved languidly, up and down, in circles, as if
    it were not a part of her. I pushed my tongue into her tight
    cunthole, extending it to the maximum, then ran it in and out,
    feverishly, mimicking the action my cock was throbbing and aching so
    much for. Then, as if in answer to my prayers, Mom muttered the
    magic words.

       "Ummmmm, n..nice.... but, I... uhhhh, I n.n..need a cock. It's
    beeeen soo lonnnng!", she groaned. "Fuck me! Ooooh, please fuck me!"

       That was it. I couldn't take it any more, my prick was so hard I
    thought it was gonna burst, and after what Mom just said, I knew what
    I had to do... she wanted it too, she just said so... I had to fuck
    her! I pulled my mouth from her cunt and crouched between her legs,
    my cock only inches from her gaping pussy, the very hole that had
    given me life. Her eyes were glazed but I recognized the look on her
    face, it was lust, deep down she wanted me too. I grabbed her hand
    and put it on my cock.

       "Put it in for me, Mom," I husked. "Put my cock in your cunt and
    let me fuck you!"

       Mom groaned and gripped my prick hard. She must have been on
    autopilot or something, 'cause without the slightest hesitation, she
    positioned my cockhead between the lips of her pussy and pushed it
    in. She was still half asleep as my cock entered her cunt. She moaned
    a bit, more in pleasure than anything, then began moving her hips.

       "Fuck me!" she muttered. "Mmmmm, fuck me, please. I need your big
    cock."

       I looked down at Mom's face, watching her dreamy expression as I
    fucked her. I was sure she knew who was fucking her, because she had
    called out my name earlier, but I had to be sure.

       "Mom?", I whimpered. Her eyes tried to focus on my face as she
    moaned a reply.

       "Ummmmm?"

       I thrust my cock into her tight, steamy wetness a little harder.

       "Do you like that, Mom?", I asked.

       She tossed her head from side to side in ecstasy.

       "Mmmmmm, y...yes, uhhhhh, yessssss... so nice!"

       "Do you know who's fucking you, Mom?"

       "Mmmmmmmmmmmm", she replied sleepily.

       "Who, Mom?", I growled. "Who's fucking you?"

       "Uhhh! Ummmm, y..you are Billy," came the reply I wanted to hear.
    "You are, baby!"

       "Do you like me fucking you, Mom?" I asked, but the answer was
    obvious.

       "Ohhhh, yeahhhh! You feel so gooo....uhhhh, baby! .... ummmm, so
    damn good! Harder! Mmmmmmm, do it h..harder!"

       I slammed my cock into my mom's cunt, fucking her deeply,
    pleasuring us both. Her cunt was very tight. She was obviously no
    virgin, but her pussy hadn't been used much since Dad left. Sure,
    there had been a few guys hanging around, hoping to get Mom in the
    sack, but having me around sort of spoilt Mom's sex life. Now, I was
    making up for it. Her cunt-walls grasped my cock as I reamed her out,
    pounding my way into Mom's deepest, darkest recesses. Her legs came
    up and wrapped around my back, her arms encircled my neck, and her
    mouth pressed against mine, open, wet, and loving. I wondered if she
    was awake or if she still thought she was dreaming, I couldn't tell.
    All I knew was that my mom was one hell of a hot fuck!

       I varied my strokes, knowing how Sara had enjoyed that.
    Withdrawing about half a cock length, I plunged it back to the hilt
    in one sharp thrust. Mom gasped into my mouth and drove her tongue
    down my throat, imitating the action of my cock below. Then, I
    started a slower rhythmic motion, pushing my cock in and out,
    twisting my pelvis.... reaming, withdrawing, thrusting. Mom took up
    the rhythm, matching me stroke for stroke. She was breathing hard and
    fast, and I was beginning to gasp and pant. She started moaning and
    mewling with soft little squeals.  The whole lower portion of her
    body thrashed about and her legs pulled tighter and tighter around
    me. Her arms clenched tightly around my neck and her tongue was like
    a wild animal working in my mouth. Dreaming or awake, Mom was in a
    sexual frenzy, and it was pulling me to the feverish edge of my own
    climax.

       I tried to hold back, and it seemed to work. We fucked for a few
    more minutes, Mom was getting hotter by the second. Then, when I felt
    Mom shudder and her cunt tightened around my cock, I let myself go,
    fucking her for all I was worth. Mom came and came and came.  The
    contractions of her cunt made it feel as if the walls of her pussy
    were sucking my cock.  Her pelvic muscles spasmed and shuddered, and
    each small convulsive movement transferred to my sliding, thrusting
    cock. Suddenly, my cock jerked, and great gobs of juice jetted out,
    making her pussy even wetter.

       "Yes!  Oh, yes! Give it to me, Billy!", Mom gasped, loudly. "Give
    it all to me!"

       My orgasm went on and on, and come still spurted out. Gradually, I
    came down to just the small, feeble spurts. Then, just the warmth of
    my cock soaking in our combined juices.  I collapsed on Mom, unable
    to stir, feeling as though I was turned inside-out from the massive
    orgasmic surge.  We were both panting, gasping for breath. Slowly, we
    came back to earth, and I rolled off her and we lay side by side,
    holding each other, fondling, caressing, murmuring.

       I must have drifted off into a deep sleep, because the next thing
    I knew, it was morning. Light was streaming in my Mom's bedroom
    window and I was lying naked on the bed beside her. The events of the
    night before flooded back. First came the pleasurable memories of our
    sex together, then, as I looked across at her peacefully sleeping
    form, I was overcome with guilt. Suddenly I was scared. What was I
    going to do?  What was I going to say? Mom stirred, and her arm
    flopped over my chest. I looked at it like it was some sort of snake.
    I was about to try and slide out from underneath it when Mom woke up.

       "Billy?", she murmured, looking at me through sleepy eyes. "What's
    wrong, honey? What are you doing in my b....."

       Her voice trailed off when she noticed I was stark naked.

       "JESUS, BILLY!!??!!!"

       Pulling her hand pulled off my chest like it had been scalded,
    Mom sat up and just looked at me, her eyes wild, speechless.

       "Calm down, Mom!", I said, but I made no move to cover myself.

       Mom was staring between my legs. I looked down. As usual, I had
    woken with a hardon, and Mom's eyes were fixed on my rock-hard cock.
    I shrugged and smiled stupidly. Mom hit the roof!

       "What the hell do you think you're doing, young man?", she yelled.
    "Christ, Billy you're in my bed with no clothes on!"

       "Easy, Mom," I said. "Don't you remember, anything about last
    night?"

       Mom looked at me strangely, then blushed a deep crimson. She
    shook her head.

       "No... no, this can't be hapening!" she gasped. "That was only a
    ...."

       "Only a what, Mom?" I asked.

       Mom was still staring at my stiff cock.

       "Jeeeesus! It wasn't a dream, was it?"

       "No, Mom", I smiled. I edged closer, but Mom moved away.

       "Shit, Billy! You really fucked me!", she cried. "Jesus Christ,
    what are we gonna do now?" Mom looked totally bewildered.

       "What do you mean Mom? Didn't you enjoy it? It sure felt like you
    did," I said.

       "Yes...I mean, No... Shit! I don't know!", said Mom. She was
    confused.

       I moved closer and touched her arm.

       "Mom, I still love you", I said. "Even more after what's happened.
    Don't you feel it too?"

       She fell into my arms sobbing.

       "Ohhhh, Billy, I don't know what I feel."

       Mom's tits pressed into my chest making my cock twitch against her
    leg. When she didn't pull away, I guided her hand down to my
    throbbing prick. Her fingers curled around it, hefting my turgid
    length in her hand.

       "Oh, Billy,", she murmured, "We can't."

       "We already have, Mom!", I whimpered, and covered her mouth with
    mine.

       As the kiss got hotter, Mom broke away.

       "No, Billy, this is wrong!", she whispered hoarsely.

       She said it without conviction, so I placed a hand on her right
    tit, and began fondling her through the silky material of her
    nightie.

       "It's natural, Mom," I said. "You're female... I'm male, and we
    both need it. Let's just go with the flow."

       Mom's fingers felt so good around my cock. I scooted closer.

       "But Billy, you're my son", said Mom, her voice almost a moan.

       "I know, Mom, but that makes it better, we both love each other
    already, right?"

       That did it. With a groan of surrender, Mom threw her arms around
    my neck and kissed me passionately.

       "I want to fuck you again, Mom", I said, breathing hotly into her
    mouth. My fingers caressed her pussy, and she gasped.

       "Ohhhh, Billy,
    we shouldn't be doing this, honey. It could get out of hand."

       "Not out of my hand it won't", I grinned, giving her pussy a
    meaningful squeeze. Mom giggled.

       "That's not what I meant, baby," she moaned.

       I slipped a finger into Mom's pussy and found that despite all her
    objections, she was exceedingly wet down there. I bent my head to her
    tits, but her nightie was in the way.

       "Take it off, Mom! I want to see you naked."

       "Okay, hon", she said, lifting the tiny, transparent garment over
    her head.

       I pressed my face into her tits, wallowing in my mother's soft,
    fragrant titty-flesh. She moaned and resumed stroking my cock as I
    sucked her breasts. Mom's tits tasted good. They were high, full and
    quite firm. Her nipples were long and hard. I sucked them and they
    seemed to swell in my mouth. Mom was making gurgling sounds by this
    time, holding my mouth tight on her tit. I sucked wetly, fondling her
    other tit. One of her hands went back to my cock.

       "Oh, Billy!" she whimpered, wrapping her fingers once again around
    my throbbing manhood. "Oooooh, baby, you're so big! Mmmmmmm, and so
    very hard!"

       I let my free hand drop to Mom's cunt. It was so juicy, so hot. I
    slid two fingers inside and rubbed the top of her mound with my
    thumb. Mom almost hit the roof!

       "Uuuuuuuuuh! Fuck!, that feels fantastic, honey!", she groaned,
    pulling frantically on my cock. I couldn't wait any longer.

       "Lie back, Mom," I panted. "I have to fuck you, now!"

       "Ooooooooooh, Billy! I don't.... I mean, I need.... Oh Jesus!
    What am I doing?!"

       Mom fell backwards, and flung her long legs wide apart, her hands
    reaching out for me as I scrambled between her open thighs.  I took a
    moment to look at her naked, blonde cunt. It was so much more
    beautiful in the light of day. Her clit poked out at the top,
    vibrating with hardness like the tip of a tiny little cock. Her slit
    was so wet it glistened, with her cunt-dew. For a long breathless
    moment we stared at each other, me at my mother's wet cunt, and she
    at my stiff cock.

       "Mom, I gotta fuck you!", I gasped.

       "Oh, Billy.... yes! Do it! Fuck me, baby! Fuck me!

       I fell across her body, my cock rubbing up along one thigh. Mom
    grabbed my prick and guided it into her cunt, just as she'd done last
    night. Except this time she wasn't drugged and half asleep.... this
    time she was wide awake, and begging for it!!!

       "Oh, baby!", she wailed, feeling my prick slide in deep.

       I began to hump my ass up and down, fucking my cock into Mom's
    hot, slippery cunt as fast as I could. She made a gurgling sound,
    holding me by the hips as I fucked her, straining her own hips up at
    me, her thighs slapping against mine. My rapid thrusts seemed to
    drive her breath away, the sudden friction bringing mewling cries of
    lust from deep in her throat.

       "Uhhhhhh, God! Fuck me! Yesssss, fuck, me like that! Oh, harder,
    baby! Fuck me harder!"

       Mom's words excited me, driving me on, and I began pounding my
    cock into her tight cunt with all the strength I had. Mom bent her
    knees and arched upwards, trying to get more of my cock into her
    hairy cunt. She was whimpering and clutching me tightly, her ass
    starting to whip around on the bed now. The wild plunging of my cock
    soon had her grinding her cunt up at me like crazy.

       "Let me!", she panted. "Let mother do it!"

       Somehow I managed to slow down and hold my hips still as Mom took
    over. She braced herself with her feet on the bed and then began to
    jerk her ass up and down, her cunt sliding on my cock with soft, hot
    wetness. Mom moaned and whimpered beneath me as her hips bucked and
    twisted, grinding frantically on my deeply imbedded prick.

       "Ohh, you're going to make me come already!", she wailed. "It's
    too soon! Oh, it's so fast, Billy!"

       I fucked her as hard as I could, my balls slapping noisily against
    my mom's steamy, sweating ass.

       "Billy! Ooooooohhh! Billy! Fuck meeeeeeeee!", she squealed.

       I felt the contractions of her cunt around my cock... clutching...
    squeezing.... sucking at my prick with each exquisite convulsion. Mom
    was coming in wave after wave of fierce, burning ecstatic spasms. She
    kept grinding on my cock, not wanting it to stop. But slowly her ass
    slumped, her legs falling slack. Mom's hands slid from my ass to her
    sides, and her breathing came hot and heavy. I kept my cock in place,
    enjoying the ripples of pleasure that caressed me from tip to balls.
    Mom gazed up at me dreamily, and I looked with satisfaction into her
    radiant, glowing face.

       "Mmmmmmm, Billy, what did you do to me? I came so quick!", she
    panted.

       "I fucked you, Mom," I answered. My cock was still rock-hard
    inside her trembling belly.

       "Jesus! I'll say you did,", Mom moaned.

       "You fucked me silly, baby."

       I moved my hips suggestively.

       "Wanna get fucked again, Mom?"

       She looked up at me in wonderment.

       "You mean it?"

       I nodded, and Mom wiggled her hips with pleasure. She pulled my
    face down to hers and mashed her mouth onto mine. We kissed fiercely,
    our lips meshed, our tongues lashing. I pushed hard into Mom's cunt
    again, making her moan into my mouth.

       "Roll over, Mom," I whimpered, pulling my cock from her cunt. "I
    wanna do you from behind."

       Grinning lewdly, Mom rolled over onto her stomach, lifting her
    compact little butt into the air in front of me. I gazed at her
    upthrust ass. Her puckered little asshole was visible, and I longed
    to fuck it, but I didn't know how she'd react to that just yet, so I
    concentrated on her cunt. Her deliciously obscene position gave me an
    excellent view of her pussy, and Mom knew it. She was waggling her
    naked charms to and fro like a whore, knowing full well how excited I
    was. The puffy lips of Mom's cunt were very wet, her pussy hair
    beaded and glistening with dripping fuck-juices, as I moved behind
    her.

       "Now, Billy,", she whimpered. "Do it again. Fuck me again!"

       Mom obviously wanted it real bad, so I scrambled up behind her
    and shoved my cock into her cunthole, staring as the bulbous head
    parted and spread her soft pussylips. Then, grabbing her slender
    hips, I lunged right in, burying my cock up to the balls again in
    Mom's delicious cunt. She let out a husky groan at the sudden, deep
    penetration and turned her head to look at me, her eyes glazed over
    with passion.

       "Ohhhhhh, Billy, yes, yes! Fuck Momma with that big hard cock,
    baby!"

       Holding her hips, I fucked my cock in and out, watching Mom's
    cuntlips grip it. Each thrust of my cock made her asshole crinkle
    tightly. I dug my fingers into my mother's flesh, and began fucking
    her with wild in-and-out lunges. Mom began to moan and squeal, her
    eyes shut tight as she dug her fingers into the bed, twisting her
    uplifted ass about lewdly.

       "Your cock!... Oooooh, Billy, your cock is so hard!" she gasped.
    "Your cock is so hard and it goes in so deep! Oooh, baby, baby! Fuck
    me! Fuck mother! Ahhh, I've never felt it so good before! Oh, yes,
    honey! Fuck me!"

       I was grunting, banging into her with short, hard fuck-thrusts.
    Each rough lunge of my cock caused her nipples to rub against the
    sheets. Mom arched her ass as high as she could, her knees parted,
    shoving her cunt back onto my cock like a whore. She was a whore
    alright... my personal whore!

       Mom was moaning and whimpering like she was about to explode with
    ecstasy. Feeling a scream building, she stuffed her hand into her
    mouth, her cunt was working incessantly on my cock, squeezing it with
    her tight, hot cunt-walls. I could feel my balls smash against her
    ass as she strained to get my prick as deep as she could inside of
    her.

       "Mom, you're gonna come again!" I panted. "I can feel it! Your
    cunt is gripping my cock like a vice... you're gonna come again!"

       "Oh, yeah, I am!" she sobbed, shaking her naked ass lewdly. "I'm
    gonna to come again! Billy. Ooooohh, baby! Mommy's cunt is burning
    up! Fuck me, lover! Fuck mother's cunt hard!"

       I fucked in a frenzy, leaning across her back, my hands now
    gripping her tits tightly. Mom cried out and strained as hard as she
    could onto my cock. Her clit bulged and throbbed, her hairy cunt-lips
    clinging to the shaft of my prick.

       "Ohhhh, Mom!" I yelped.

       "Come, Billy!" Mom sobbed. "You have to come, baby!"

       "You too, Mom!"

       "Unnnghhhhhhh, yes!"

       My body stiffened and I threw my head back, my eyes tightly
    closed. I pulled hard on her hips, cramming my cock as far into Mom's
    cunt as I could. Mom pushed her ass back at me with all her strength,
    her breath coming in sharp, throaty gasps and her eyes bulging.

       "Cum in my cunt!" she screamed. "Billy, cum in my hot fuckin' cunt!"

       I was struggling to breathe, my fingers pulling at her tits. My
    balls were painfully tight. Then, suddenly I was spewing hot cum deep
    up into my mother's convulsing fuckhole, coming up her quivering cunt
    with gushing force.

       Mom screamed again, her cunt filling with my cock-cream as we both
    came in spasms that sent tremors up and down our naked bodies. Mom
    was sobbing with rapture, grinding her naked ass wantonly as I
    continued to spurt hot jism over and over into her receptive cunt.

       The squeezing of her pussy made I feel as if it were sucking my
    cock, drawing the fuck-juice out of my balls. I grunted and yelped
    against the smooth, sweaty skin of my mother's ass, fucking her
    deeply throughout her orgasm and mine.

       The insides of both our thighs were slippery where warm fuck-slime
    had oozed from Mom's cunt. Her asshole seemed to crinkle gently, and
    her clit grazing slowing up and down the shaft of my cock was the
    most wonderful feeling.

       I pulled my cock from Mom's slippery cunt and rolled onto my back,
    still panting.

       Mom hugged me tightly and we held each other close for a long,
    long time.

       "Are we gonna do this on a regular basis now, Mom?", I asked,
    gently stroking her puffy, leaking cunthole.

       "Ummmm, mmmmm! I hope so baby!", Mom replied gripping my sticky
    cock with both hands. "After what you just did, son, I don't think I
    could live without it!"

       Well, as it turned out, Mom didn't have to.... and neither did
    Sara, I still deliver HER groceries regularly.

       Now all I gotta do is find a way to get them together. :)

                                The End.

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