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"Aaaahhh," I gasped, as my head flew back and the phone dropped to the carpet below. I was lost in my own orgasm and didn't even notice the phone on the floor until I started returning to a state of consciousness. I quickly picked it up.

"I'm sorry, baby, are you still there? I dropped the phone," I said, my breathing ragged.

"God mom, that was so hot," he said. "I don't think I have ever cum that hard."

"Me, neither baby," I said, still struggling to gain my breath and composure. "I think we better hang up now. I need to get ready for bed."

"Okay mom, and thanks," he said, also obviously out of breath, "I hope we can do this again."

"We'll see," I blushed. "Goodnight honey."

********************

The next morning I decided to work from home again. It wasn't that I had so much to do around the house as much as I was afraid if I went into the office, everyone would somehow be able to infer from the look on my face that I had fingered myself to an earth shattering orgasm the previous night while my son listened in. I knew that was silly, but I also knew that I was probably not going to be able to think about anything else that day until I came to some resolution myself.

As I sorted through my feelings, I quickly realized that my previous efforts to limit myself had proved to be absurd. For god's sake, I had specifically had a talk with Brian just last night about how inappropriate our previous conversation was and how that shouldn't and couldn't happen again... and the phone call had ended with me dropping the phone because I was cumming so hard. I had to get more realistic with myself and my expectations of future conversations with Brian.

Now that the floodgates had been opened, so to speak, I knew he was going to expect that future conversations would include both of us listening to each other cum. I had already demonstrated to him – and to myself – that I didn't have the willpower to prevent that from happening. Perhaps more disconcerting was the honest feeling that I wasn't sure that I even WANTED to prevent it. For all of the guilt that I felt, I also knew in my heart of hearts that I had enjoyed it... and that I couldn't stop thinking about it. And – probably most troubling – that I also seemed to be in a constant state of arousal. Maybe it was the naughtiness of it all, or the idea that a young guy thought I was sexy enough to want to fantasize about, or maybe it was just these latent feelings that were boiling to the top.

I was trying to sort through these and other thoughts as I stood in my kitchen sipping my first cup of coffee when I heard the back door open.

"Knock-knock," Anne said cheerily. "You busy?" We both had open door privileges to each other's house, but since I was so wrapped up in my own thoughts this particular morning, I couldn't help but jump.

"Oh! Gosh, hi Anne. I'm sorry. You're always welcome, but I guess I was about a million miles away when you came in and it startled me," I smiled.

"Oh, no. I'm sorry Rachel. I just saw your car was still in the garage and figured you were working from home and thought I would come get a cup of coffee and chat before I get my day started. Are you okay?"

I laughed at myself for being so caught up in my own thoughts that I got startled. "I'm good," I said. "Get yourself some coffee while I go change." I was still in the t-shirt and panties that I had slept in the night before. The t-shirt barely covered my underwear and, while Anne and I have changed clothes in front of each other many times while shopping, this morning I felt almost naked standing in front of her wearing so little.

"Oh, don't bother," she said. "I can't stay long. What had you so deep in thought?" she said casually as she poured herself a cup of coffee.

"Um, oh nothing. I was just thinking about Brian. I spoke with him last night," I offered, hoping she didn't notice me blushing. I was trying to sound laid-back as if it was just a normal mother-son chat.

"Hey, speaking of Brian," she said, now with a little more animation in her voice, "you never told me... how did the 'accidental surprise' work out? Did he ever say anything?"

Anne was smiling as she said this, the kind of smile one has when they are in on a secret and want to hear all of the gossip. I, on the other hand, began to slightly panic. I had never lied to my best friend but was afraid if I answered truthfully she would want to hear more... something I wasn't sure she wanted to hear. I decided on the spur of the moment to try and answer quickly and move on.

"Yes, he found them," I said light-heartedly. "I'm sure he is getting good use out of them. What do you have going on today?"

She laughed. "You're not getting off that easily, Rachel. I think I've earned the right to some details. After all, it was my idea if you remember."

I gulped down a large sip of coffee while I tried to formulate my answer. "Okay... sure..." I said slowly, trying to buy time. "Well, he called a couple of days later and said that he found them and I acted all embarrassed and told him that I was sorry, it must have been an accident. I think he bought it." I hoped we could shift the conversation. The memory of that initial conversation was enough to stoke my libido and I didn't want Anne to give her any more hints that he had confessed to jerking off with them while he and I were talking on the phone.

Anne's smile turned into a more piercing kind of Cheshire grin and she looked me right in the eyes. "Hey, it's me you are talking to, remember? The one that you can tell anything to, and vice versa. I know you well enough to be able to see that there is more to this story. Come on, spill."

I sighed. "Well, yes... I guess there is a little more," I said staring down at the floor. "But if I tell you, you have to promise that you won't think I am a terrible mother." For the next 15 minutes I recounted to my best friend the initial and subsequent conversations that my son and I had. I wasn't graphic, but was clear that he and I had heard each other masturbate over the phone and that I had let him listen to me cum. When I finished both she and I were flushed. Since I wasn't wearing a bra, it must have been apparent to her that my nipples were hard and that telling the story had both excited and embarrassed me.

For what seemed like an eternity neither of us spoke. Finally I looked up and saw that Anne had a kind of glazed over look on her face.

"Oh my god," she finally whispered. "I can't believe how envious I am of you right now."

I stared at her in disbelief, to make sure her expression matched her words. "Really?" I said. "God, I was so afraid that you would think I was some kind of slut or something."

"Honey, you are living out your fantasy... and, truth be told, mine too," she said. "Since we are being totally honest here, I'll admit that I have played with myself a time or two when Tom has called, especially if I am already in bed when he calls. The only difference between you and me is that Tom doesn't know that. Sometimes I wish that he did... just to see where things might go. So, what happens next?"

"I don't know. It's a little late to put the genie back in the bottle and I was just thinking about that when you came in. I'm not even sure that I want to."

Anne got up and came over and gave me a hug. "I don't blame you, and I am certainly not judging you. God knows that if I were in your shoes, I would have done the exact same thing. Hey, it's just mutual masturbation. And it's over the phone, so there is a certain kind of wall there. I say enjoy. Maybe someday I can work up the courage to do the same."

I could feel tears well up in my eyes. "Thanks Annie," I said, holding her close. "You always know what to say to make me feel better."

With that, I resolved to enjoy my new found sexual outlet. I refused to let any guilt overtake me. It was cathartic to be able to accept this new found sexuality and I couldn't wait for Brian to call again.

It didn't take long. He called again that night. For him to call two nights in a row is a rarity. I know when he does that he usually wants something and, when I saw that it was him calling, I smiled to myself because I knew exactly what he wanted... and I was ready. I had half hoped or half expected that he would call. And, to be honest, if he hadn't called me, I was going to call him. I didn't want this hanging over either of us. Better to let him know that I was okay with this new "toy" with which we were both playing, and I wasted no time with any preliminary chit-chat. I wanted to cum, and I wanted my son to hear me.

"Hi baby," I answered, a new found sultriness to my voice.

"Hi gorgeous," he answered. "Are you ready for bed?"

"As a matter of fact, I was just getting ready to climb in. I took a nice long bubble bath tonight and put on one of my most favorite pairs of panties just in case you called," I breathed into the phone, letting him know that I was okay with continuing to play our game. "So, I am nice and clean and crawling between my sheets. I like it when yours is the last voice that I hear right before I go to sleep."

I could hear Brian breathing. I knew that he was already stroking his hard cock. "Me too mom," he said, his breathing already ragged. "Which panties are you wearing?"

I looked down as I described them, my hand running over the top, feeling the smooth material. "My leopard print, silk bikinis. I'm sure you've seen them hanging on the drying rack. Mmmm, they feel so sexy against my fingers," I purred. I wanted him to know that I was already using my fingers on myself.

"God mom, that is so hot. Is that all you are wearing?" Brian said.

"Yes baby, tonight that's all mommy is wearing... I want to be able to feel the cool sheets against my body and let the air blow on my hard nipples while I touch my pussy and talk to you," I said, not believing that I was actually saying these words to my own son. I smiled to myself. If Annie could only hear me now, I laughed, she would die.

"And what are you thinking about mommy?" Brian asked breathily. "What is mommy thinking about while she plays with her pussy?"

I knew he was getting off calling me "mommy" instead of "mom" and being able to say "pussy" without me correcting him. And I was too. My pussy was on fire.

"Mommy is thinking about her baby stroking that big hard cock," I whispered into the receiver. "It is hard, isn't it baby? And you are stroking it, aren't you? Are you stroking it with mommy's dirty panties?"

"Fuck yeah," Brian breathed. "I am so fucking hard right now. I can still taste your cunt juices on these panties mom. I wish so badly that you were here and I could taste them directly."

I knew Brian was upping the stakes saying "fuck", "cunt", and talking about what he would do if I were actually there. But I didn't care. Anne was right – there was something kind of nice about having an artificial wall of a couple of hundred miles between me and him while we both masturbated. It seemed to make us both more open to saying things to each other that we would probably never have said if we were in the same room. I didn't scold him for his language or try and limit him in his fantasy. This wasn't the time for modesty or maternal correction.

Instead I savored it. I plunged a finger in my pussy and pulled it out, glistening in the light coming from the bedside lamp. I put it in my mouth and noisily sucked all of my juices off of it.

"Mmmm," I moaned. "Mommy tastes nice and clean for her big boy, and so wet, thinking about him sharing this cunt juice with her."

Brian groaned. "God mom, did you just taste your own pussy juice off of your finger? That is so fucking hot. Do you like that?"

"Yes baby, mommy likes that. I love tasting my pussy while I imagine you tasting me off of my panties."

"Geez," Brian gasped. "Have you ever... you know... in real life... you know... been with another woman."

If I had been in more control, or more rational, I would have deflected that question. I had never discussed my sexual history with Brian, or hardly anyone else. But, like I said earlier, at the moment modesty didn't seem to fit the moment.

"Yes honey, I have. It's been a long time, but back in college my roommate and I hooked up a few times. I loved eating her pussy and she may have been the best cunt lapper I have ever had," I answered honestly, although feeling particularly naughty saying "cunt" (a word I rarely used) to my baby boy. Even though I couldn't believe I was talking about eating pussy with my own son, I had to admit that it was incredibly exciting. My own pussy was practically dripping now as I cradled the phone against my shoulder so that I could play with both my pussy and my nipples at the same time. I knew that I was close to cumming.

Apparently so was my Brian. The image in his head of his own mom eating pussy must be driving him wild, I reasoned. "Oh god," he breathed. "I'm about to cum mommy." His breathing quickened and all that I could hear were groans on the other end of the line. I pictured him stroking his big hard cock and pushed two fingers in my cunt as I felt my own orgasm swelling inside me.

"God, yes," I screamed as I felt virtually every muscle in my body tense. "Cum for me baby. Cum all over mommy. I want to feel your hot cum all over my pussy." With that I came so hard, I literally almost passed out.

It took several minutes for either of us to say anything, both of us panting. Finally Brian said, "Fuck mom, that was incredible."
"I know baby. Sweet dreams," I smiled.

********************

The following Saturday Anne came over and we lay out by the pool for a while, then came in and made salads and enjoyed each other's company. With the boys gone, it was nice to be able to spend time with someone in this big house, and I am sure she felt the same.

Brian and I hadn't spoken for three days although I feel sure that he hadn't gone without masturbating during that time since I knew that I hadn't. Of course, Anne had asked about Brian and if we had any more phone chats since she and I had talked. I told her all about the last one and could see that she was almost as worked up as I was when I was telling her about it as we lay by the pool sipping our wine.

After dinner we each had two more glasses of wine from the bottle we had been working on all afternoon and were both feeling a bit of a buzz. We had both changed into our casual clothes and were sitting on the couch laughing about the latest episode of our favorite Sunday night soap opera, probably giggling a little more than normal, thanks to the wine.

It was about 10:00 and Annie had just said that she probably needed to get home when the phone rang. I looked down and saw that it was Brian calling. I answered quickly.

"Hey there stud."

Anne laughed out loud and I quickly put my finger to my lips, shushing her.

"Hey beautiful, I was hoping I would catch you before you went to bed... or maybe as you were getting in bed," he said with a little chuckle in his voice. "I am about to go meet up with some of my fraternity brothers but just wanted to hear your voice."

"Hmmm," I purred into the phone, "Sounds like baby wants some play time with mommy before he goes out." I winked at Anne. She initially looked shocked, and then smiled broadly. She got up to leave, but I silently waved her to sit back down.

"You know I would mommy. My roommate is already gone and I have your panties right here with me," he said, his voice sounding deeper and closer to the phone.

"I'm glad you called baby. Mommy had a little too much to drink tonight with Tom's mommy. She just left so now it's just you and me," I lied, smiling at Anne. Her jaw had dropped a bit and she was staring at me like I was crazy, but I could also see her nipples poking through her shirt and knew that, even though she could only hear one side of the conversation, it was turning her on. I held my glass out to her and she went and filled both of our glasses, finishing the bottle. It was then, that I had an idea.

"Baby, let me go make sure all of the doors are locked and the lights are off outside so that I can completely relax with you. I'll call you back in about two minutes. Okay?"

"Sure mom," Brian replied. "I can't wait."

I hung up and looked at Anne, sitting cross legged on the couch. She let out a sound that was a cross between a laugh and a scream.

"Oh my god, girl. You are so naughty," she smiled.

"Okay Annie, here is the deal," I said breathlessly. "I'm going to let you listen in to this since I know it is a fantasy of yours too but you have to swear you won't say a word."

"I pinky swear," she laughed, holding out her little finger. We both laughed and hooked pinky fingers.

I took another swig of wine and, after a few more giggles from Anne and I, I called Brian right back.

"Baby, I am going to put you on speaker tonight if that's okay," I said, trying to suppress a giggle with Annie. "Mommy wants to be able to use both of her hands when she talks to you. Okay?"

I pressed the speaker button on the phone just as Brian said "Sure."

I settled back onto the couch, my feet on the coffee table and the phone resting on the arm of the sofa. "Do you still have mommy's panties there with you baby?" I asked, looking at Annie, winking.

"Mmmm, yes," Brian replied. "They're already wrapped around my hard cock mom. I wish you could see it."

"God, I know," I said, momentarily forgetting that Anne was sitting next to me taking a large gulp of her wine. "Maybe Annie and I had too much wine tonight, but that really sounds good right now baby."

"Do you think Tom and his mom have conversations like we do mom?" Brian asked.

I looked at Anne and smiled. "I'm not sure. She's never said anything, but of course, I've never told her about us either," I lied as I shushed Anne from giggling out loud. "Has he ever said anything to you?"

"No. Not exactly. But I know that he likes to play with her panties too. I mean like I like to play with yours."

"Oh, really? And how do you know this?" I asked, looking at Anne, who was staring at the phone waiting to hear the answer as well.

"You know. We talk," he laughed. "He told me that he jerks off with her panties like I do with yours, except that he has to take them from the hamper," he added being careful not to confess to his own pilfering. "I think he loves the smell and the taste, almost as much as I do."

I looked at Anne and she wasn't smiling now. She had a kind of glazed-over look and was slowly sinking back against the other arm of the sofa, extending her legs out to put her feet on the coffee table like me. I began to run my hands over my tits, and down to my pussy. I didn't care that my best friend was watching me. In fact, it turned me on to share this with her, knowing that she was getting turned on too. I decided to take it up a notch.

"Do you think he wants to fuck her?" I asked, looking directly at Anne as I said it. Instead of being shocked, she laid her head back and with her free hand started slowly down her chest, running her hand over her tits as well.

"I know he does," Brian said.

"And what about you baby?" I asked. "Are you okay with just jerking off with mommy's panties? Or do you want to fuck me too?"

"Yes mommy," Brian breathed raggedly into the phone. "I want to fuck you, too."

Annie had her head back and her eyes closed. She had put her wine down so that she could use both of her hands to touch herself while she listened to Brian talk about fucking me and Tom fucking her. I closed my eyes and pictured both of these young studs standing in front of us with their hard cocks out and my hands ran all over my body. Up to that point I was content to keep my clothes on and carry out the fantasy with Brian while Anne and I listened to him jerk off. But this image was too powerful. I sat up and took off my shirt and bra and began pulling on my nipples. I looked at Anne and she was too caught up in her own world to notice.

"You're stroking that hard cock now aren't you baby? Stroking it with mommy's panties. Imagining that you are fucking me aren't you?" I moaned, one my hands now moving from my rock hard nipple to the crotch of my shorts. I began to rub it in earnest.

I glanced over at Anne to make sure she was still in her own world. Instead, I could see her peeking at me through half closed eyes, watching me play with my tits in the open and with my pussy through my shorts.

"God, yes," my son groaned. "I wish that I was fucking you. And right next to us was Tom and his mom, fucking too."

At this Anne let out a louder groan and I quickly looked over to see her jam her hand down her shorts. I knew it was loud enough that Brian must have heard it and I froze, fearing that he knew someone else was in the room with me.

"You like that idea, huh?" Brian grunted into the phone, apparently believing he had heard me instead of someone else. I looked at Anne and she was lost in her own world with her hand deep inside her shorts and the other hand caressing her tits through her shirt.

"Yes baby, I love the idea of you and me fucking next to Tom and Annie," I replied, letting him believe that it was me he had heard let out the audible groan. The combination of this mental image along with the actual image of Anne obviously fingering her pussy sitting right next to me was a powerful aphrodisiac. I unbuttoned my shorts and pushed them down to my ankles. I glanced at Annie and she didn't notice.

"I bet you would love to see Tom's dick," my son said. "Or maybe it's his mom's pussy that you would like looking at?"

I froze for a second. I had never told Annie about my college experimentations and wasn't sure how she might respond. Her eyes opened and she looked straight at me. I was naked except for the thong that I was wearing, one hand pulling on a nipple, the other hand inside the front of my thong, with a finger obviously inside my cunt.

"Would you like that mom?" he asked. "Would you like to see her pussy? I bet it tastes so good. Like your roommate in college."

All I could do was moan at his description. But Anne decided to take action. She unsnapped her shorts and quickly pushed them and her panties down over her ankles. She leaned back against the arm of the sofa and spread her legs so that I was staring directly at her obviously wet pussy. She lifted her shirt and bra in one motion and tugged at her nipple while putting a finger from her other hand deep in her pussy.

I gathered myself enough to say "Oh baby, I know it would taste wonderful. She has a beautiful pussy. And I am sure it would be sooo wet with Tom's hard cock going in and out of it."

I tried to take my eyes off her finger going in and out but couldn't. She was looking directly into my eyes, watching me watching her get herself off.

"Shit mom, I'm about to cum," my son gasped.

"Me too baby. Cum for mommy."

With that, both Anne and I closed our eyes and frigged ourselves to an incredible climax. I could hear Brian grunting on the other end of the line, muffling the sounds both Annie and I were making.

When we all returned to some level of normalcy I told him that I loved him and that we would talk again soon.

As I hung up, Annie, still lightly stroking her pussy and staring at me pushed her finger in her sopping pussy and pulled it out, glistening with her juices. She inspected it for a second and then put it in her mouth, sucking off all of the juices. I was just watching her, my hands still lightly stroking my breasts and pussy as well. Involuntarily, I licked my lips at the sight of her tasting her own pussy juices.

Slowly, she reinserted her finger and then pulled it out and offered it to me. I leaned forward and sucked the juices off of her finger. She smiled, leaned forward and gave me a brief kiss on the lips.

"That was incredible," she whispered, and then smiled. "And I want to hear more about that roommate of yours but, for now, we need to work on getting both of our boys' home the same weekend and see what happens then."

I gave her a brief kiss on her lips back. "I know."

********************

It had been two weeks since Anne had listened in on my phone call with Brian (without his knowledge). We hadn't repeated her joining us, but Brian and I had spoken probably five or six times since then and each chat had ended in both of us listening to the other cum. I had learned that he masturbated at least once a day (often twice) whether we chatted or not, that he had been "borrowing" my panties since high school, and he and Tom had even traded Anne's and my panties on a couple of occasions. On the other hand, I told him the details of how my roommate and I initially hooked up in college, that I liked to be spanked sometimes (especially when I was being fucked from behind), and that I used to own a dildo but preferred my fingers or the real thing to a plastic or rubber replica. Certainly not the kind of conversation that I had read about in any of my parenting books as he was growing up, but I couldn't help myself... I was incredibly horny pretty much all of the time. Even my co-workers teased me that I must be "getting laid" since I was always in such good spirits.

But this particular Friday, as I drove into the office, I was tense. Brian was coming home tonight for the weekend and I didn't know what that meant. We had become so used to masturbating with each other that I knew that we wouldn't be able to not do it when he was actually here, so I had resigned myself to that. I even allowed myself to actually look forward to it. But I was nervous. It was one thing to be able to lie naked, or almost naked, in my bed with my fingers clawing at my pussy while my son and I talked on the phone but quite another to think about the prospect of doing that in front of him. On the other hand, I had pictured that hard cock of his so many times with my panties wrapped around it as he came, I couldn't wait to actually see it in real life. Even more troubling was the thought that nagged at me that we might not be able to stop at watching each other get off. What if it progressed past that? What if he wanted to fuck me? Shit, what if I wanted to fuck him? In fact, I DID want to fuck him... what if I couldn't help myself? Would that change everything between us?

I busied myself around the office all morning but my mind was hardly there. Finally, shortly after lunch, I went home to get ready for my son to come home.

After straightening the house I took a long, soaking bath and shaved my legs, my underarms, and my pussy. After applying lotion all over my body I redid my makeup and hair and put on what I thought was the sexiest bra and panty set that I had. I tried on several different clothes, but none seemed to be exactly right. Finally, I decided to lose the bra and, since it was still warm outside, put on a short summer dress that buttoned up the front. It was cute and feminine and was covered in flowers. I checked myself in the mirror and smiled. I pulled my dress up to look at my panties. They were white with two small pink bows at the top near the hips. They were almost see-thru and I could see my "landing strip" through the opaque fabric. The lace around the top and the legs gave them an extra feminine touch. Having passed my own inspection, I went in and poured myself a glass of wine and waited for him to walk through the back door.

I didn't have to wait long. I had almost guzzled my glass of wine and was pouring myself another one when he walked in.

My heart actually skipped a beat when he came in. I had never seen him look so handsome. His smile lit up the room and his eyes were even bluer than I remembered. I ran to him and threw my arms around him.

"My god mom, you look amazing," he gasped.

"Thank you baby, I wanted to look my best for you so I took off work a little early today," I said, my arms holding him tight.

Still holding me, he leaned back and was checking me out. I'm sure he could tell that I wasn't wearing a bra since his hands were running up and down my back and his eyes seemed to be fixated on my nipples poking out of the front of my sundress. Our hips were mashed together as he looked me up and down and I could feel that he was already hard.

"I was about to make some dinner, are you hungry?" I asked, giving him a quick kiss on the cheek, very near his lips.

"Don't make dinner," he answered. "I made some money last weekend helping out a buddy of mine that has a moving company on the side. I want to take you out for a nice dinner. Give me a second to change and we'll go out."

"Baby, you don't have to do that," I said. "Keep your money. We can eat here or I can treat."

But it was too late. He was already bounding up the stairs. "No way," he yelled as he ran up the steps. "I want to take my best girl out and show her off."

I smiled and finished pouring myself a half glass of wine. I didn't get to finish it as he was back in just a few minutes, now dressed in his slacks and dress shirt. His hair was slightly wet and I realized he had run through the shower in what must have been record time.

Brian drove and we went to a favorite Italian restaurant not far from our house. It is quiet and has a romantic ambience that I have always loved. We both had a wine with dinner and, with the wine I had earlier, I was feeling pretty saucy.

The entire dinner was nothing but a perfect gentleman. The kind of date that every girl loves. We talked about school, my work, his fraternity, and everything under the sun... except sex. I knew that it was on both of our minds, but I appreciated his efforts to make this evening about more than the naughty things we had said to each other on the phone over the previous weeks.

As we were sharing a tiramisu, I was the one that finally broached the subject.

"So, did you bring those panties home that I accidently included in your bag?" I asked, smiling. "I'm guessing they must be pretty worn out by now."

"Yeah. I promised you that I would," Brian grinned. "But I was hoping to trade them in for a new pair or two when I go back."

"Oh you were, were you?" I laughed, putting my hand on his. "Well, we'll just have to see about that." I could feel my nipples hardening, rubbing against my dress. I was glad the lighting was low in the restaurant and – hopefully – only my son would be able to see that I was turned on.

"In fact," Brian whispered, leaning close so that only I could hear what he was saying. "I was hoping that I might be able to 'borrow' a pair tonight and let you see what you have been listening to over the phone."

Even in the dim light, I am sure Brian could see me blush.

I leaned in close and looked him in the eyes and whispered "So you want to see your mom finger her pussy while she watches you wrap her panties around your cock and jerk off? You want your mom to watch you suck the juice off of her panties and see her cum? Is that what my baby wants?"

Brian smiled and I could feel myself getting wet. "Yes mommy. That's exactly what I want."

"Well then, let mommy 'powder her nose' and we can get out of here and go back home then," I said, my voice almost shaking.

I had promised myself that I wasn't going to let my own son fuck me, but I knew that it was going to be very close to impossible to keep that promise. I unbuttoned his shirt and undid his belt as he unbuttoned the front of my dress. When we were both completely naked, we paused for just a moment to stare at each other and reconcile the naked images from our fantasies with the real thing.

Brian had a magnificent body and it was all that I could do to keep from simply bending over the bed and beg him to fuck me. Of course I had seen him in his boxers of swim trunks hundreds of times, but there was no comparison to seeing my son in all his glory with his beautiful cock sticking straight out. He naturally has little hair on his chest and his pubic hair was closely trimmed. His dick was actually bigger than I had imagined, but not the largest that I had ever encountered. When I finally tore my eyes away from his dripping cock and looked back up at Brian, he was smiling at me. I suppose that meant that whatever image he had jerked off to in his head wasn't far off from seeing me naked now. Oddly, I felt no embarrassment. In fact, I only felt lust for my own son at the moment. I threw my arms around him again and we kissed as two lovers do once again – this time, however, both of us could feel our naked bodies pressed against each other. The only sound in the room was the moans and gasps coming from each of us and there was already a strong scent of sex in the air. I was on fire.

I told him get the panties that I had given him at the restaurant and get on the bed. I pulled the covers back and we both lay next to each other.

"I think you said something about showing me what I have been listening to for a while now," I said as my hands cupped my right breast and pulled on the nipple.

He smiled and took the panties and held them to his face. I let my eyes wander over his body again and focused again on his cock.

It was, of course, as hard as a rock. It pointed up but curved back toward his stomach and I could see that there was a small string of semen connecting the tip of his cock to his stomach as he lay there on his back. I could see the veins in his cock were bulging as well. Poor baby, I knew it wouldn't take him long to cum.

As I was admiring his cock his right hand grasped it and he began to slowly stroke it back and forth, causing some of the liquid to ooze out making the string of semen a little larger. My eyes traveled back up and I could see Brian looking at my tits as I squeezed one of my nipples and the crotch of the panties pressed against his nose. I then saw his tongue snake out and lick the crotch and I heard him moan.

"God baby, that is to fucking hot," I half said, half groaned. My right hand moved from my nipple to my clit and I started to run a small circle around it... moving it back and forth. I was already so wet that I didn't need to dip my finger in and lubricate it. It felt slimy and wet and very hard.

When I moved my hand down, Brian's eyes followed and I heard him groan and then close his eyes for just a second. Quickly they were back on my hand as we both pleasured ourselves in front of one another.

"Is this what you wanted to see baby?" I whispered. "Is this what you pictured I was doing when we talk on the phone? When I am playing with my pussy talking to my baby? This is exactly where I am most of the time when we chat like this. Lying on the bed, fingering my wet pussy thinking about my son jerking off with my panties around his cock."

With that, Brian moved the panties from his face to his cock and wrapped them around himself. Then he resumed his slow, steady strokes, trying desperately to prolong the moment that he would cum.

"Oh honey, I'm sorry," I said. "I should have been more considerate. I know you were enjoying tasting mommy's juices on her panties and now I asked you to wrap them around your big hard dick so I could watch my favorite fantasy. Here, let me help you."

I took my finger and plunged it in my soaking pussy and pulled it out, offering it to Brian. He opened his mouth like a baby being fed and sucked in my finger. I could feel his tongue swirling around my finger while he licked every bit of juice that I was able to deliver.

"Mmmm, I think my son likes tasting his mommy," I said as seductively as I could. "Here, let me help you again."

This time I got two fingers wet (I was absolutely dripping) and pushed them back toward his face. This time, however, I followed my fingers and as he opened his mouth to take my fingers in, I kissed him and put the fingers between our battling tongues. We both sucked and licked on the juices offered by my fingers. In addition, I could feel my nipples brush against Brian's chest and arms as I leaned in to follow. Apparently Brian could feel it too as I felt the pace of his stroking pick up.

"Brian, I'm about to cum," I panted rolling onto my back again, my fingers furiously rubbing my clit. I grabbed my nipple with my other hand and began to pull and twist it. Brian watched with rapt attention.

My breathing quickened and I could feel myself flush on my chest and my neck. I knew it was just a matter of seconds now.

"Cum on me baby. Roll over and cum on mommy."

Brian scrambled and straddled me. As I was nearing my orgasm I looked down to see him stroking his dick with my panties still wrapped around it. I tried to keep watching but the orgasm was too powerful. I closed my eyes and felt myself cum while my son was watching me. I came in wave after wave.

I heard Brian grunt and felt the first splatter of his cum on my tits, followed by another that landed on my cheek, then another to my forehead and on my lips. I quickly opened my mouth and licked it off my lips, tasting my own son's juices. Then another, this time landing again on my open mouth and I quickly gobbled that up as well.

I could feel another orgasm coming over me and I threw my head back and came again uttering a low guttural sound that I don't remember ever making before. It seemed so primal.

Brian finally slumped and fell over on his back next to me, both of us panting like we had been running a race.

"Wow," I heard him gasp.

I smiled and rolled toward him, our hot, sweaty bodies cuddling each other. "I know," I whispered... "Wow."

As we cuddled and both of us began to return to a normal breathing pattern, I had only one thought running through my head, "I'm going to fuck my own son."

********************

I awoke the next morning lying naked next to my son, his dried cum still on my lips and my face. I slipped out of bed and jumped in the shower and, as I felt the water from the shower head rain all over my body, the memory of the previous night's events came flooding back to me. I didn't feel ashamed or embarrassed. Rather, I felt somewhat invigorated. I had stripped naked in front of my son, kissed him as if he was the love of my life, and watched as he masturbated with the panties that I had handed him in the restaurant. I took a small amount of pride in the fact that I had been able to control myself enough to keep from fucking him – although I knew that it was just a matter of time before that would happen... and I welcomed it. He appeared to be just as taken with looking at my naked body as I was with his and I knew that now we wouldn't be able to stop ourselves from doing any more than kissing and watching each other cum.

I turned off the water and toweled off. I reached for the lotion that I kept under the sink and rubbed it on my skin. This was my morning routine that I had executed thousands of times before, but this morning I paused long enough to look at myself in the mirror and take in my nude body. Brian, if he was awake, wouldn't be able to see me checking myself out since the angle of the bed and the bathroom door didn't line up. Not bad for a forty-five year old, I thought. My stomach was still flat and my boobs had just a bit of sag to them, but still held up nicely, I smiled. I turned and looked at my butt. It wasn't the butt of my teenage years, but, thanks to my yoga workouts and occasional spin classes, I thought it looked better than almost all of the other moms that I knew with college aged k**s. I ran my hands over my boobs and my nipples immediately got hard. They have always been very sensitive, none more so than this morning.

I put on a yellow thong and peeked around the door to see if Brian was awake yet. He was lying on his back with the sheet covering his lower half. I could see the outline of that beautiful cock under the sheet, probably not as hard as last night, I thought, but I smiled to myself thinking that it soon would be.

I toweled off my hair some more until it was only damp and reentered the room. He stirred as I crawled back under the sheets and cuddled next to him. He adjusted himself so that his arm went under my head and I snuggled next to him, feeling my nipples graze against his side and chest. I put my head on his shoulder.

"Morning lover," I said softly.

He smiled and looked over with sleepy eyes and kissed me on the lips.

"Hi gorgeous," he said hoarsely. "Was that a dream last night or did that really happen?"

"I think, maybe, that I am still living out my dream," I smiled back at him and kissed him again.

With that I moved my hand from his chest down his stomach and, for the first time since I quit giving him baths years ago, reached out and touched his dick. I almost laughed out loud when I felt it seem to stiffen to a rock-like hardness in my hand in about ten seconds. Geez, I thought, this guy is incredible.

"I want you to know how much I love you," I started, slowly stroking his cock while I was softly talking to my son. "And that I love what we did last night."

I could hear him almost gasp as he tried to control his breathing.

"But today," I continued, "I don't want either one of us to cum using our own hands. I want to taste you, to touch you, and to feel you inside me. And I hope that is what you want as well."

Brian didn't answer except to roll over on his side and push his dick into my hand and against my pubic mound while he took me in his arms and kissed me deeply. Our tongues battling back and forth and our breathing quickening. I felt his hand move down the small of my back and he cupped almost my entire ass with his big hand. He pulled me tight.

When we finally broke our kiss Brian said "God mom, there isn't anything in this world that I want more than that." With that he kissed me again and began to roll over some more so that he was now above me, my hand still wrapped around his hard cock and our hips mashed together. He had pushed up with his arms so that his whole weight wasn't crushing me as I lay on my back.

As our lips parted he began to kiss my neck and my tug on my ear lobe with his teeth. Then back to my neck, he alternated kissing and lightly biting my neck. I could feel my chest getting flushed and I struggled to continue to hold his dick in my hand as he began to move down slowly. At some point I lost my grip but was now lost in my own lust as his mouth reached my left breast. He kissed it, and then ran his tongue in circles around my nipple. I could feel his breath and my nipple ached it was so hard. It was only then that he took it in his mouth and began to suck. I could feel his stomach pressed against my pubic mound and a tried to maneuver myself so that my clit rubbed against him, but I couldn't. I sensed from the motion that Brian was grinding his cock into the mattress. I so desperately wanted his dick inside me at that moment, but was perfectly content to let him continue his oral worship of my nipple.

With my left hand I took my tit in hand and offered him my nipple and heard him moan with it in his mouth. God, he was incredible, I thought. I knew that my pussy was already wet and neither he nor I had touched it yet. He then moved to my right breast and repeated his movements from before, this time on the other side. Instead of grabbing my boob and offering it to him, I put my right hand on the back of his head and held it close to my tit. As he sucked I played with my other nipple, now wet with his saliva, and felt like I was going to cum already.

Just as I felt like I was moving towards an orgasm, he began to move down my stomach with light kisses and bites. His hands replaced his mouth as both of our hands now moved over my tits. I gave way to his fingers strumming my nipples and felt him sliding further down my body, my hands reaching down and running my fingers through his hair as he continued his trail of kisses and bites.

His movements toward my pussy were agonizingly slow, and I was loving every delicious second of it. I would begin to feel an orgasm swell and then subside as he moved inch by inch, build and subside, build and subside. He knew exactly what he was doing and I made a mental note to myself that I wanted to do the same to him.

When his face finally was between my legs I could feel his hot breath on my clit through my sodden panties. His tongue snaked out and traced the outline of my panties on either side of my pussy. I felt myself try to mash my panty covered pussy into his face only to feel him pull back and give me small love bites on the inside of my thighs. I was going crazy.

"Eat me baby," I said in some sort of low guttural tone that I don't ever remember having before. "I want you to eat mommy's pussy."

He moved his face back to my pussy and I felt one of his hands move from my nipple and pull my panties to one side. I quickly replaced his hand with my own and pulled and tugged on my nipple for all it was worth. I now felt his breath directly on my pussy and I moved to try and jam my pussy in his face. Instead he leaned down and, with the lightest touch that I have ever felt, flicked his tongue on my clit. It felt like an electric shock coursing through my entire body. I threw my head back and simply said "Oh, fuuuuuck..." Brian's tongue ran up and down the lips of my pussy and every so often engaged my clit again. I could only imagine how hard it must have felt on his tongue, compared to the softness of my labia.

I felt him move a finger inside me as his tongue now zeroed in on my clit and he began to flick it back and forth quicker now. I was jamming my pussy against his face and I knew that I had to cum... "Oh my god," I gasped. "Mommy's going to cum baby. Mommy's going to cum on your face."

He locked his lips around my clit and sucked in on it, rapidly moving his tongue back and forth and using his finger to sc**** the upper walls of my vagina.

I groaned loudly. And came. This was no ordinary orgasm for me. In fact, I had only cum like this twice in my life and they were both years ago. I came so hard against his tongue that I actually squirted pussy juice onto his face, dripping down onto the sheets. My eyes were closed and I swear that I could only see stars as wave after wave came over me.

As my orgasm began to subside I pushed Brian's face away (my clit becomes incredibly sensitive immediately after I cum) and pulled him toward me. I pulled his face to mine and we kissed long and hard. I could taste myself all over his face and the only thing that I wanted at that moment was to feel his dick inside me. I hated to be selfish, but I knew that there would be future occurrences when I could give him as much oral pleasure as he had given me... and I needed to be fucked. Not made love to, but fucked.

One of my hands pulled my thong to one side while we kissed and the other went down to his ass and pushed his dick toward me.

"Baby I want you to fuck me... now..." I ordered.

I angled my hips up and could feel the head of his swollen cock against my outer lips. With one motion, I pushed him down, moved my hips up and he was in me all the way to the hilt.

It was only then that I allowed myself to breathe again. Brian began to move back and forth, in and out, and I moved my other hand down to his ass to make sure he kept up this pace, pushing him back inside me quickly when he slid out. I had both my hands on his ass, clutching his ass cheeks when I felt myself begin to crest again.

I don't normally cum twice in a row like this, but this was different. I looked at my son above me and it was as if my fantasy was playing out exactly as it had in my head so many times. His arms were straight and he was looking down between us to watch his hard, wet, cock slide in and out of his mommy's pussy. I watched it too until he looked up, smiling at me and our eyes locked.

"God mom, that looks so fucking hot," he gasped. "Can you see how wet my dick is sliding in and out of your cunt?"

I looked again and could see my juices glistening when he slid out. "God baby, don't ever stop fucking me."

Brian bent forward and kissed me again. A hard, wet kiss. A kiss that tasted like pussy. Both of us were having trouble breathing.

"I'm going to cum again Brian," I gasped. "Cum with me. Cum inside mommy."

I saw his eyes widen and the smile fade from his face and his eyes close. He rammed his dick in and out of me faster now and I could feel it swell inside me. My vaginal muscles tightened as well and as I felt the first spurts of his cum inside my pussy, I came as well. My hands clenched at his butt pulling him as deep inside me as I could feel him. His ass muscles flexed as well and it felt like I was holding two rocks in my hands.

When he finished cumming, he collapsed on top of me, both of us sweating, panting, and completely spent.

We both listened to each other pant for a few seconds before he rolled off and lay on his back next to me. I could feel his semen seeping out between the cheeks of my ass but made no move to do anything other than take pleasure in the feeling that I had fucked my son and his cum was running out of me for the first time. I promised myself that it would not be the last time.

I moved slowly and turned to cuddle next to him, throwing my right leg over his, my arm across his chest, my breathing still heavy. He reached up and stroked my hair.

We both lay there silently, basking in the glow of our sex.

I moved my head slightly so that my son couldn't see that I was smiling to myself. For some reason, at that moment all that I could think of was "I wonder what Annie will think when I tell her about this?"He stood up and assisted me with my chair while I went to the restroom. My knees were shaking as I walked to the back where the restrooms were. I wondered if the other patrons or staff could see the lust that must have been written on my face. When I got to the restroom, I was glad that I was the only one in there and momentarily leaned against the counter and ran my hand up my dress. My juices were already seeping through my panties and I had to resist the urge to make myself cum right there.

Instead I turned around, looked at myself in the mirror and smiled. It was the smile of a woman that knows exactly what she wants and is confident that she will get her way. I reached under my dress and pulled my panties down and balled them up in my fist and walked back to our table. When Brian stood up as I approached I picked up his hand, smiled at him, and put my wet panties in his hand and closed his fist around them.

"Let's go home lover," I whispered in his ear. I smiled again to myself as I walked towards the door even though my son was so dumbstruck he didn't move for a few seconds, just staring at his fist in the middle of the restaurant.

The ride home was only a few minutes but it seemed like hours. I couldn't wait to get inside and see his hard cock that I had been dreaming about. I could see it bulging in his slacks as we drove home in the faint light from the dashboard. It was all I could do to keep myself from unzipping him in the car and taking him in my hand as he drove. Brian alternately looked at the road, at me, and at my panties that were now dangling from his fingers as he drove.

When we rushed through the back door of the house I had no plan so what happened next was, I suppose, purely instinctual. I took his hand in mine and led him to my bed room. We stood at the foot of my bed for just a second before I put my arms around him and kissed him. This, however, was a kiss like two lovers kiss. Deep and long, and full of passion. I stood on my tip toes and ran my tongue in his mouth. I felt his hands hold me close and then move down to my ass and pull me into his hard cock which rubbed against my pubic mound. My hands ran though his hair. When it ended, we were both gasping for air.