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Susan Meadows, divorced one year earlier, now lived alone with her s*******n year old son, Justin. During the year following the Divorce, Susan had tried dating a couple of times. But, she found it was just too soon for her to venture back out into society with a man in a one on one situation.

The trauma of the divorce had caused her to withdraw from the outside world and her entire life was centered on her son, Justin who had become her close friend and confidant. She did maintain a friendship with Gloria, one of her friends at work who became her only real contact with the outside world. It was strange in one way, she thought, she had established such a secure relationship with her son, she felt comfortable going to him with almost any type of problem. He seemed to always be there when she needed him. It was wonderful to have someone she could be so open with and not have to worry about saying or doing the wrong thing. It was like being married without the sex, she told herself one day after Justin had helped her solve another problem that had her stumped. It would be nice to have some sex, too, she thought longingly, but that would come she hoped. At least she had someone she could lean on.

After several attempts, Gloria finally talked her into going out with one of Gloria's friends.

Saturday, the day of her date finally rolled around. When she awoke, her stomach was already turning flip-flops at the thought of having to go out with a man. She was having second, and third thoughts about agreeing to such foolhardiness. Rolling out of bed, she was on the verge of calling up Gloria and canceling the date, but finally decided against it.

Time seemed to fly by and before she knew it, it was time to start getting dressed.

Going up to her room, she locked her door and started going through her closet searching for just the right ensemble to wear on her date. It seemed to take her hours to select the appropriate outfit, but she finally chose a soft, clinging dress of red velvet that would properly display off her considerable assets.

The dress was short enough to show off her long, beautifully curved legs but at the same time it wasn't too short to seem risqu_. It was cut low enough to reveal a vast expanse of cleavage allowing her to flaunt the obvious magnificence of her impressive bosom. That decision made, she now had to choose matching underwear. This was her first date in months and she doubted that they would reach a stage of intimacy that would disclose her choice, however one never could tell, she thought. Another twenty minutes elapsed as she dug through her chest-of-drawers. Finally succumbing to time restraints, she chose a matching set of panties, a brassiere and a garter belt and tossed them on the bed beside her dress.

As she stood looking down at her choice of apparel, she realized that she had butterflies the size of elephants flying around in her stomach. Maybe it would be best to call it off, she thought. Then, thinking that a shower might quiet her, she hurried into her bathroom and turned on the shower.

Stepping under the hot, stinging spray, she let the needles of water dance over her body as she thought about how long it had been since she had been with a man. Looking down at her body, she was proud of what she saw. Her breasts, big and soft were a little droopy, but remained amazingly resilient for a woman who was over forty. It was funny, she thought, that she couldn't even admit to herself that she was over forty-five. Running her hands over the soft firmness of her large, jutting breast, she confidentially lifted them and fondled them for a while. With age, her breasts had shrunk down from forty-two Ds to a forty C, but they could still turn eyes whenever she wanted to show them off. Finally she moved her hands away from her magnificent breasts and ran them down over her firm, flat stomach. She exercised faithfully and her hard, flat belly had only a small insignificant little paunch that she felt was sexy and not unattractive. Letting her hand slip down further, she ran her fingers through her soft, silky pubic hair covering her underbelly. Searching through the tawny, brown fur, she found her sensitive little clitoris sticking out, begging for attention. It had been too long since she had sex. She hadn't even masturbated recently and she was afraid to touch herself too much or she would have a quick orgasm. She didn't want for that to happen, she thought, but maybe on the other hand it might take the edge of her nervousness.

Deciding against bringing herself to an orgasm, she ran her hands down her long, silky legs, letting them slide over the beautifully shaped curves all the way down to her dainty little feet. Pleased with her appearance, she hurriedly soaped up and washed herself from top to bottom. After she had her beautiful body covered with lather, she stepped under the water and rinsed herself off. After letting the warm water cascade down over her for several moments, she finally bent down and turned off the water. Stepping out of the shower, she grabbed a towel and proceeded to dry herself. Glancing down at her watch, she saw that she needed to hurry and tripped back into her bedroom and went about dressing.

Bending down, sending her big, soft breasts into paroxysms of jiggling, wiggling dances, she picked up her panties and quickly pulled them up her long, statuesque legs. Tugging on the high cut panties, she was satisfied with the way they covered her womanhood with their soft sheerness. Watching her breasts jiggle and wiggle sexily in the mirror, she reached down to her brassiere. She had briefly thought about going braless, but begrudgingly conceded that no matter how uncomfortable a brassiere was, she had to wear one. Her breasts were just too large and heavy for the dress to support alone. Reluctantly picking up the brassiere, she slipped it on backwards with the cups in the back. Fastening the clasp of the brassiere, she quickly spun the brassiere around until it was properly positioned with the cups under her big, swollen breasts. Pulling frilly cups up over the soft, pliant mounds of flesh, she slipped her arms through the shoulder straps. Then with another soft tug, she forced the bra up even farther, pleased with the way it pushed her big, soft breasts together creating a deep, inciting chasm between her mountainous breasts. A few more pokes and prods and she had her breasts settled into the frilly brassiere. She could imagine her date's surprise and delight, if he knew that she wore a garter under her revealing semi-mini-skirt. Quickly wrapping the belt around her taut, firm belly, she fastened it and dangled the short straps down her long bare legs. Picking a pair of hose with a tiny, almost indiscernible pattern, she hurried about pulling them on. Pulling the thin, smooth hose up, she fastened them to her garter in the front and rear. Shortly, she stood before the mirror wearing her brassiere, panties, garter and hose. Quiet sexy, she thought to herself as she strode over to the bed and picked up her dress. Slipping it over her head, she let it fall down over her body, covering her risqu_ underwear. Tugging it down, pushing and poking a little here and a little there, she was pleased with the way the dress fit her. Looking at herself in the mirror, she turned around and saw that her pert little butt stuck out proudly, proclaiming her sexuality to the world. Turning back around, she looked into the mirror and saw that her bosom was provocatively displayed showing off most of her huge, billowing breasts. Maybe she was displaying too much breast, she thought, but defiantly decided against changing.

Finally, slipping her small feet into a tall pair of stiletto high heels, she was ready.

She quickly gave her long, tawny hair a few strokes with a brush, fluffing and patting it into place. Then picking up her perfume atomizer, she sprayed perfume behind her ears and down the deep crack of her cleavage. Stepping back, she examined herself in the mirror.

Satisfied, she took a deep breath and left her room. Going down the stairs, she looked down and saw that her breasts, even though tightly confined, jiggled nicely as she stepped down the stairs. Stepping off the stairs, she went to the hall closet and pulled out a sweater. Dr****g it over her shoulders, she still felt as jittery as a cat in a rocking chair factory and was seriously thinking about calling off her date. Deciding that she would call Gloria for support, she stepped into the kitchen and reached for the phone.

"Wow, Mom, you look great," Justin exclaimed from the table.

"What, uh, oh, Justin," she said, surprised to see her son in the kitchen, "I didn't know that you were down here."

"Just having something to eat," he grinned at her, his eyes moving up and down her body.

She felt uncomfortable about the way his eyes roamed over her body, but she couldn't really blame him. She was rather provocatively dressed after all.

"Who's the lucky guy?" he asked her.

"Some guy named Anthony. Gloria's friend," she whined, "but I don't know, I'm thinking about calling up and telling Gloria that I have a headache. I'm really afraid to go out with someone I don't even know."

"Aw, Come on, Mom," Justin urged her on, "You need to go out and have some fun. You're a beautiful woman and any man would be thrilled to have a date with you."

"You really think so," she asked him, feeling his reassurance give her ego a much needed lift.

"There is no doubt in my mind," he said emphatically, "Unless he is crazy."

"Oh, I just don't know if I've got the courage," she blubbered, her confidence still shaky after her divorce.

"Well, if you don't want to go out with someone you don't know," he said, standing up and walking over to her, "I'll go out with you."

"You mean that you wouldn't be ashamed to be seen with an old lady like me?" she asked coyly.

"Ashamed. Did you say ashamed," he asked incredulously, wrapping his arms around her and giving her a gentle hug, "I'd be the envy of the town."

"Even if I'm your Mom?" she laughed softly, feeling safe and sheltered in his arms.

"Even if you're my Mom," he grinned, stepping back away from her, "And the best looking Mom in the world, I might add."

"You really think so," she halfheartedly queried him.

"Trust me on this one, Mom," he proclaimed proudly, "You are a very beautiful woman."

"Thank you so much," she told him, giving him a soft, gentle kiss on the cheek, "You make me feel so good. Just talking to you is, is, uh, wonderful. Knowing I have your support means so much to me. You'll never know how much."

"Well, you have it," he announced, sitting back down.

Just then they heard the door bell ring.

"That must be Gloria and the guys," she said, feeling the knot in her stomach tighten again.

Striding to the door, she turned and spoke to him. "I don't know what time I will be home tonight, but it might be late, so don't wait up for me, Okay."

"Sure, Mom," he chuckled knowingly, "Have fun, but not too much, if you know what I mean."

"Oh, Shush," she chided him as she opened the door, "And Thanks again."

"Well, Hello," the man at the door said as she opened it.

"Hello," Susan returned, seeing that her date was a good looking man about her age.

Maybe it will be a fun night after all, she thought as she took his hand and strolled out to the car with him.

Susan, Gloria, Anthony, and Carl spent the evening dining, dancing and boozing at the Outback. It was around one-thirty before they finally staggered out to the car. Carl, the soberest of the group, was elected to drive home. Gloria crawled in beside him as Susan and Anthony flopped into the back seat. Carl made no effort to start the car and pulled Gloria to him. Susan watched drunkenly as the other couple began to kiss and paw each other.

Susan knew that she was drunk, but so was everyone else so watching Carl and Gloria frollicking on the front seat didn't seem to matter that much. Feeling slightly aroused by watching Gloria and Carl kiss, she felt Anthony's hand on her thigh. She was excited and pleased that he was making a move on her, but for some reason, she felt she should make some effort to dissuade him. But, before she could react on her premonition, she felt him slip his arm around her. Then, to her dismay, she felt his hand slip up under her skirt and she started to protest. But she was unable to as he pulled her to him and mashed his lips against her, forcing his tongue into her mouth. In a feeble attempt to fend him off, she reached down to push his hand out from under her skirt, but in her drunken state, she misjudged and her hand plunged into his lap. A jolt of excitement flashed through her as her hand brushed up against his hardness jutting up under his pants. Her inhibitions had been weakened by the gallons of booze it seemed she had consumed and instead of jerking her hand away from him, she gently squeezed the bulge in his pants. As she did, she felt his other hand slip down into the bosom of he dress and grab her breast. Feeling flustered by the attention she was receiving as he pawed her breast, she did nothing to stop his other hand as it slowly inched its way up her thigh. Caught up in the passion of the moment, she gave his rigid maleness another squeeze and began to tease his hardness through his pants.

Basking in the glow of an unaccustomed passion, she reveled at the power she had over him as she felt him shudder. Her breathing was coming faster as she toyed with him through his pants. Then not believing what she was doing, she began to search for his zipper as she felt his fingers find the frilly hem of her panties. Suddenly, she held her breath as she felt his fingers ease under the bottom hem of her panties. She could feel his fingers probing closer and closer to her seeping womanhood when at last, she found the hasp of his zipper. Grasping the zipper tab, she quickly unzipped his pants and spread his pants open. Then, just as his fingers brushed over her tingling clitoris, she thrust her hand down into his pants. Struggling to find the opening in his shorts, she nearly fainted as his hot, probing fingers toyed with her throbbing clitoris. At last, she finally discovered the reinforced opening of his shorts and slipped her hand inside it. Both of them were highly aroused and she could feel Anthony's obvious urgency as she grasped his thick, hard cock in her hand. Then, tightly holding onto his cock, she tugged on him and extricated his rigid manhood out of his shorts, pulling it out into the open.

Then he broke their kiss long enough to whisper as she began to stroke him.

"Oh, My, God."

As she gently ran her hand up and down his rock hard cock, she felt his fingers leave her clitoris and slowly move down to her drooling vagina. Deliberately, she spread her legs apart as she felt his thick, hot fingers probe the wet, stickiness of her aching womanhood. As she ran her hand up and down his thick, pulsating maleness, she felt him run his fingers around her dripping femininity softly probing and exploring the soft flesh surrounding her wetness. Then, suddenly, he slowly eased one finger into her hot, clenching pussy.

"Oh, That feels good," she whispered softly and felt him slide a second finger into her, "That, too."

As she gently masturbated him, he tenderly slid his fingers in and out of her sopping slit. Kissing and fondling each other, both of them felt their passion rising. Then suddenly, they heard Carl groan. Pausing for a moment, they looked up to see Gloria's head rise up from Carl's lap. They both saw the dim light glistening from the wetness of Gloria's lips as she leaned over and gently kissed Carl's cheek. Realizing that Gloria had just sucked Carl off, Susan became so excited she felt dizzy.

Then as they resumed their own touching and stroking, they heard Carl start the car. They didn't stop even as they felt the car pull out of the parking lot. They renewed their petting with a heightened sense of urgency as the car bounced along. Susan's hand was now roughly lurching up and down Anthony's jutting manhood while his fingers wildly slashed in and out of her weeping gash. She could feel herself growing feverish with desire for the real thing as Anthony's fingers slithered in and out of her. As if it would compensate for absence of his cock inside her, she roughly beat his meat with her hand. As she did, she could feel his breath coming faster and faster as he grew more and more excited. Gently nipping his ear, she felt him groan as his cock swelled and suddenly jerked in her hand. Realizing that he was cumming, she thrust her other hand down over his spurting cock to keep it from spurting his semen out all over both of them. Her hands were soon coated with his hot, sticky cum as she felt his cock jump, spit over and over again. She could feel the wicked heat of his thick, creamy cum running down and covering her hands as time after time, his cock spewed out gusher after gusher of the sticky, hot semen.

At last, she felt his cock give one final feeble little lurch and begin to shrivel and shrink. As his cock began to wither, she felt him slowly ease his fingers out of her sopping pussy. Releasing his cock, she watched as he stuffed it back into his pants as gently as he could.

"God, I'm shorry," he whispered drunkenly as she wiped her hand on his pants.

"That's shokay," she returned, unable to enunciate clearly either.

"I cunt stop t," he groaned softly.

"That's shokay," she told him again, "Don wrry bout it."

Then all at once, the car stopped and Susan saw that they were at her house. Glancing down to see if her dress was covering her, she saw that Anthony's pants were coated with his discharge. She started to laugh at the absurdness of it all, but held it back. Hoping that her clothes were properly arranged, she reached for the door lock.

Struggling with it drunkenly, it took several moments, but she finally unlocked it and pushed it open. Picking up her purse, she leaned over and gave Anthony a kiss on the cheek.

"Latr, Antony," she mumbled drunkenly as she stumbled out of the car, "I had fn."

"Wnt me wak to yr dr," he asked her, still trying to zip his pants back up.

"Naw, I'm fn," she muttered.

"You two okay," Gloria asked from the front seat.

"Shure," Susan told her as she wobbled out of the car and nearly fell on her face, "Had fn, see yu latr."

"Are you sure you're okay?" Gloria asked as she watched Susan reel up the sidewalk to her house.

Susan didn't hear her and continued to stagger up the sidewalk chuckling softly to herself. At last she made it to the door, and stopped. Leaning against it, Susan waved at the car. Reaching into her purse, it took her forever to find her keys, but she finally did. Then unlocking the door, she pushed it open and with a final wave, watched the car slowly roll down the street leaving her standing just outside her door.

Stumbling inside, she closed the door behind her and lurched herself across the room. Stumbling several times, she was finally able to make it up the stairs. Standing at the top of the stairs, she couldn't believe she had let herself get so drunk. Thankfully, she had made it home and now all she had to do was make it to her bedroom. Staggering down the hall, she found the first open door and weaved into the room. Tottering over to the bed, she laid her purse on the nightstand and fell back onto the bed and was asleep almost by the time her head hit the pillow.

Justin was suddenly jarred awake from a dead sleep. Something or someone had just come crashing down on his bed. For a few moments, he didn't know what to do. At last he got a whiff of his mother's erotic perfume and realized she had mistakenly gotten into his bedroom. Sitting up, he cautiously reached over and gently touched her. Then he got a whiff of her breath and knew that she was drunk. Feeling for her shoulder to shake her awake, his hand brushed over her soft, yielding breast and he felt a fiery tingle of sexual excitement course through his body. Alarmed at his reaction toward her, he quickly moved his hand up to her shoulder and gently shook her. Getting no response, he shook her shoulder harder. Even after four or five times, he still got no reaction.

Carefully, he slowly got up out of his bed and turned his night-light on. Looking down, he saw that his mother must have mistaken his room for hers. She still had all of her clothes on, but she was dead to the world. Walking around to the side of the bed where she lay, he stood looking down at her for several moments. Abruptly, he realized that he was naked and his cock was hanging down , thick and heavy. Shamefully, he walked over to his bathroom and grabbed a towel. Wrapping it around his waist, he hid his semi-erect manhood. Somehow, he had to get his mother into her bed. If he didn't, she would be mortified in the morning.

Taking a deep breath, he leaned down and slipped one hand under her neck and another under the back of her knees. Straining, he struggled to lift her up into his arms. As he lifted her, she squirmed and mumbled something unintelligible but still didn't wake up. Turning, with her in his arms, he stumbled out of his room and down the hall. As he reeled down the hallway, grunting with effort, he felt the towel wrapped around his waist come undone and fall to the floor. He nearly tripped over it as it fell to the floor, but he was having enough trouble carrying his mother and didn't stop. At last, he staggered into her room as her arms and legs flailed about lifelessly. Careening across the room, he made it to her bed and as gently as he could, deposited her onto it.

Standing up, he reached behind himself and rubbed his back. Carrying his mother down the hallway had been hard work and now his back ached from the exertion. At last, he reached over and flicked on her night light. Standing by her bed, he looked down at her, He saw that her dress had ridden all the way up and now he could see the frilly hem of her panties. Inexplicably, he felt another spark of excitement surge through his genitals. Then, appalled, he found himself wanting to take her clothes off.

He couldn't understand what had come over him. He had never even dreamed of seeing his mother naked, but now, for some unknown reason, he found himself struggling with an overpowering urge to see her that way. Ashamed of himself, he turned and started to leave her room, but as he started to move, he felt his big cock slap against his thigh. Looking down, he saw that his penis was rapidly swelling into hardness. Stopping, torn between leaving and staying, he turned and looked back at his mother lying on her bed. She was so beautiful and vulnerable, as she lay there, he found himself being drawn back to her. He was powerless to stop himself as he slowly plodded back toward the bed.

Stopping by her bed, he looked down on her adoringly. Feeling as if he was possessed by some ungodly devil, he couldn't stop himself. He reached down and slowly eased the shoulder straps of her dress down off the soft, rounded slope of her shoulders. His heart was in his throat as he gently tugged the red velvet straps down the soft velvety skin of her arms. The straps slipped halfway down her soft, smooth arm before the material tightened around her arm and would move no further. Knowing her dress wouldn't go any farther without being unzipped, he stood trying to fight off the evil demon that was driving him do this.

What if she woke up and caught him, he wondered. He could say that she looked uncomfortable and he was just trying to make her more comfortable. He knew that if he unzipped her dress, he wouldn't be able to stop until she was naked.

Then with a fatalistic shudder, he reached down and gently rolled her over onto her stomach. As he did, his heart almost stopped when she murmured and stirred momentarily. But, much to his relief, she quickly fell back to sleep once again.

Feeling himself start to sweat, he cautiously sat down on the bed beside her. Tentatively, still not understanding what it was that was driving him to perform this macabre deed, he reached out and took hold of her zipper tab of her dress. Grasping it between his thumb and finger, he gingerly eased it down her long, smooth back watching with wonder and admiration as the material slowly parted, revealing the soft, smooth skin below it. As he pulled the zipper farther and farther down her body, he felt the spit in his mouth turn to cotton as he tried to swallow. Then abruptly, the zipper reached the end of its path. Stopping, he stared down at her back and saw that her too-tight brassiere was digging into the flawless softness of her flesh. Ever so slowly, he reached down to the clasp that held her brassiere together. With fingers of clay, he clumsily struggled to unfasten her brassiere. It seemed to him to take forever to finally unsnap the dastardly catch holding her brassiere secured to her upper torso. It seemed to be designed to frustrate him, but he ultimately succeeded in unlocking it. Then pausing again for several moments, he waited before proceeding. Then, as delicately as possible, he carefully turned his mother back over onto her back. As before, she mumbled something and stirred for a moment, but quickly slipped back into u*********sness.

Pausing for a moment, Justin glanced down at himself. He couldn't believe how hard his penis was. It was so hard, it actually ached as it jutted up at least ten inches into the air. Finally looking away from the evil, bloated monstrosity jutting up out of his groin, he returned to removing her dress. Slowly, he began to ease the shoulder straps down his mother' arms once again. Enraptured, he watched as the soft, clinging material magically fell away from her exquisite bosom as he slipped the straps down her arms. Once the straps had cleared her arms, he dropped them and feverishly took hold of the top of her dress. Taking one final, deep breath, he began to purposefully tug her dress down. The soft, velvet material slowly crept down off her magnificent breast, still covered with the sheer, laciness of her brassiere. Once clear of her mountainous breasts, he continued to inch the dress down until he found the lacy sheerness of his mother's panties and garter belt. Stopping, he tried to swallow but found his mouth so dry that he couldn't swallow. Then with a finality he couldn't believe, he pulled her dress slowly down her long, silky legs until at last it slipped off over her feet. Awkwardly, he folded the dress and laid it down at the foot of her bed.

Turning back to her, he finally had a true appreciation for her elegant beauty. He sat for at least a minute, just drinking in her incomparable beauty. In his eyes, she was the most beautiful woman he had ever seen. Why hadn't he seen this before, he wondered to himself as he gently ran his hand down one of her long, elegant legs encased in the silky smoothness of her hose.

Reaching up, he anxiously lifted the soft, lacy sheerness of her brassiere up off her mountainous breasts. Their grandeur nearly took his breath away. Still staring at the flattened works of art, pressed down by their weight and size, he solemnly laid her bra atop her dress. He continued to stare down at the big beautiful mountains of soft, smooth pink flesh. Each big breast was topped with a cup of darker pink flesh with a pebbled texture and a big, round nipple jutting out proudly from its center. Fighting the urge to reach down and squeeze the magnificent peaks of perfection, he instead reached down to her garter belt. Anxiously digging under the firm muscles of the back of her leg, he managed to tug it out from under the cheeks of her ass. His fingers feeling as big and awkward as baseball bats, he slowly pulled the garter belt down, still fastened to the sheer hose. Glancing up at his mother's face, he saw that she still slept. Barely able to breathe himself, he began to pull her garter and hose down her long, magnificent legs. He pulled the film of nylon and laciness of her garter down her thigh, over her softly rounded knee and then across the sweeping swell of her calf. At last, he slipped the filmy gauze off over her feet. Once removed, he let the shimmering transparencies and lacy frills float down onto the top her other clothes.

At last she lay before him with only her panties protecting her from total nudity. He suddenly became aware that he was sweating profusely and could scarcely breathe as he stared down at her. Catching his breath as best he could, he warily reached out and delicately slipped his fingers under the lacy waistband of her sheer, high-cut panties. Then feeling his heart threatening to explode, he began to ease the feathery lightness of her panties down off her flat, hard stomach. Inch by inch, their sheer transparency slipped farther and farther down, revealing more and more of the luxuriant forest of soft, curly pubic hairs underneath it. The mat of kinky, brown hair thickly covered her soft, vulnerable underbelly hiding her secret place from him. It was almost more than he could stand as he continued to pull her fluffy light panties down her long, curving legs. At last, they slipped down off her hips. Now the lush growth of pussy fluff that covered her womanhood was clearly visible