My Mom The Model free porn video

It was a cold winter morning and Susan Osborne was ready for her big day. Susan had always wanted to be a model but family got in the way at an early age. Susan is a 38 year old mother of one. She knew she had a great body and was ready to sign a modeling contract when she found out she was pregnant. She quickly married her husband and spent the next eighteen years as a dutiful housewife.

Susan loves her husband and son but in the back of her mind she often wondered, "What if?"

After sharing her dream with a friend over coffee her friend mentioned that she knew someone who could get her a session with one of the best photographers in town. She jumped at the opportunity and had her friend set up an appointment for her to get some head shots.

As excited as she was, she was still realistic. She knew that her family would never move to LA or New York for her to chase her dream. Being in a small city did have its advantages though. She figured that the talent pool would be smaller, which should give her a chance. After setting up the photo session she learned that the photographer worked with both of the local talent agencies and could help get her in touch with one of them after she had a portfolio.

Despite her age, she knew modeling was a young woman's game; Susan felt comforted knowing that she had an ideal modeling body. She has a tall, 5'10", statuesque frame. Her breasts are full and firm but not huge. Her waist is thin and her hips have a distinctive womanly curve that completes her hourglass figure. Susan's long dirty blonde hair flows over her shoulders in big sweeping curls. Her deep blue eyes are accentuated by high cheek bones and a pair of plump full lips.

Her husband thought she was crazy for doing it, he didn't want her to risk rejection, but he supported her decision. Susan hoped that she could appear in just enough local ads to finally say that she was a model.

On the morning of the photo shoot Susan's husband was already at work and her son, Jason, was home for winter break. He was an eighteen year old college freshman. Jason, blessed with the same good genes as his mother, is just as tall with a lean athletic body. His plan for the break was to catch up on some reading and hit the gym every day.

"Jason."

He heard his mother calling him through his bedroom door.

"Yeah, mom."

"I need a favor."

"Can it wait; I'm getting ready for the gym."

"You're heading out? Great, I need a ride."

"What's wrong with your car?"

"It's still in the shop and your father took his car to the train station this morning."

Jason opened the door. He wore a loose fitting pair of track pants and a skin tight t-shirt. Susan, dressed for her head shot, was wearing a bright red button down sweater that clung to her body. Several buttons at the top were left open, revealing a black strapless top covered in small white polka dots. The top wasn't very revealing, but the combined effect of the open sweater and the tight black top was sexy nonetheless. Around her waist, she had tied a black satin ribbon into a bow to serve as a mock belt. Her legs were covered by a fairly conservative black lace skirt that ended just below her knees.

"Where do you need to go?"

"Just downtown, it won't be too far out of your way. I promise."

"Ok, I can drop you off. Are you ready?"

"Yeah, my appointment is in twenty minutes and I don't want to be late."

Susan followed her son to his car and they took off. On the ride to the studio, she told her son what she was doing and why. He tried to be supportive, but thought that his mother must have lost her marbles. After all, who decides to be a model at her age?

Jason followed his mother in to the studio to use the bathroom before he left for the gym.

"You must be Susan." The photographer rushed across the room and took her hand in his.

"I prefer Suzy."

"No problem, Suzy. My name is Eric Dufresne. I must apologize however, because my assistant called in sick today so I'm here all by myself."

"That's ok, do you want to re-schedule?"

"No, no, we can still do your headshots. The studio is yours for the next hour and then I have another shoot for the rest of the afternoon."

"Great, I'm so excited."

"You're friend told me how pretty you are, but I must confess that I am pleasantly surprised. You should see some of the women who come to me asking if they can be a model."

Eric looked over Suzy's face and body while talking. Suzy blushed both from the compliment and the overt attention from someone other than her husband.

"Alright, mom, I'll be by later to pick you up." Jason said as he walked in from the bathroom.

Suzy turned to her son and made a quick introduction.

"I know you must be in a hurry, but if you can spare a little time I could use some help with your mom's pictures, as I'm without my assistant."

Jason looked anxious as he edged his way to the door.

"How about this; if you can help out I'll take fifty dollars off the cost of the session."

Jason still appeared uninterested in helping out.

"C'mon Jason. You can have the fifty bucks and then go to the gym afterwards." His mom did her best to pressure him.

"Ok." He capitulated to his mother's plea knowing how much this meant to her.

"Don't worry Jason, it is a pretty easy way to make fifty bucks. I promise. Alright, let's get started."

Eric led Suzy and Jason into the studio. It was a large penthouse loft with floor-to-ceiling windows overlooking the city. s**ttered around the room there were several different locations set up with various backdrops, lights and furniture.

Eric showed Suzy where the dressing room was so that she could freshen up her make-up, again apologizing that his assistant wasn't there to help her.

Eric had been a professional photographer for most of his adult life. He was once an acclaimed photographer and his career had peaked when he got a gig working for Victoria's Secret. Over the years he had seen every type of depraved behavior. After getting a little too frisky with some of his models he was unceremoniously booted from the fashion world and found himself doing porn shoots for low-budget adult websites. At first he was happy to be surrounded by naked women all the time but eventually the thrill had diminished to the point of repulsion. He decided to get out of the game before he got to the point where he wasn't able to even look at another pussy again. He left LA and went back to his hometown. After several years of hard work he had finally managed to reestablish himself, although he knew that with his reputation this is as far as his career would ever go.

Eric was now proud of what he had built up and was always eager to work with new models, because he knew as well as anyone else that the next hot face could come from anywhere.

While Suzy got ready, Eric approached Jason to discuss his new job.

"Listen, Jason, I know you don't want to be doing this right now but it looks like it means a lot to your mother. And trust me when I say that she might have a real shot at this. Most women her age would kill to look like her, and that goes for models too."

He saw that Jason wasn't terribly interested in what he was saying, so he cut to the chase.

"This is what I need you to do. Just do everything that I tell you and keep quite. Those are the two most important requirements for any assistant. Ok?"

"Sure, I think I can handle that."

"Great, just remember; you're the assistant, she's the model, and I'm the boss."

Suzy emerged from the dressing room as Eric finished up with Jason and was led to a stool in front of a large white curtain in the center of the room.

Suzy sat on the stool with her legs crossed and her knees pointed off to the side while her body faced the camera. The way that she twisted pulled her sweater open a little further, exposing more of the black shirt underneath. Eric gave Jason a large white circular reflector and positioned him so that he was kneeling in front of his mother. Eric directed him to keep the reflector pointed at her face to catch the natural light from the windows.

As he knelt in front of his mother, Jason noticed for the first time that her conservative skirt had a slit running up her left leg from the hem all the way to her upper thigh. As she posed, with her left leg crossed over her right, the skirt parted revealing the smooth tan flesh of her leg up to her mid-thigh.

After initially noticing his mother's exposed leg Jason refocused his attention on following Eric's directions but found himself watching the subtle movements of the muscles her thigh every time she shifted her position for the camera.

Looking up at his mother, Jason had to admit that she was hot. He had never given it much thought before but once he noticed her flesh being revealed in such an innocent, but yet sultry, way he could see that she would make a great model after all. He allowed himself to continue staring at her bare leg, hoping that she didn't notice. Nervously, he shot a glance up to her face and saw that she was pouting for the camera, too engaged to notice that her son was ogling her like a pervert.

The studio lit up with each shot and Eric had Jason move around to highlight different parts of his mother's face. After a while, Eric had Suzy stand up behind the stool bending forward with her arms propping herself up. He asked her to look sexy, to which she responded by pushing her breasts together with her arms. Jason stood in front of her while she posed and was treated to a view of the tops of his mother's milky white breasts nearly spilling out of the top of her shirt.

He looked away, guiltily, as soon as he noticed that he was staring at the soft swells of her breasts pushing up out of her top. Knowing that her attention was directed entirely at the camera, Jason kept stealing lingering glances at his mother's chest. After several minutes of staring at her soft flesh, Jason felt a familiar swelling in his pants. His face turned beat red thinking that he was getting turned on staring at his mother.

Their hour long session flew by, with neither Jason nor his mother realizing how long they had been there. After the session was over, Suzy went to the dressing room to gather her stuff while Eric excused himself to make a phone call. Jason stayed behind in the studio and stared in awe out of the window. The weather forecast had said that the big snow storm was supposed to start later that night, but it had apparently came early. During the brief time of their photo shoot the city had turned into a winter wonderland. The street and sidewalks were completely covered with a thick coating of snow.

"Holy crap!" Suzy said as she walked back into the room noticing the snow for the first time.

"Yeah, right?" Jason concurred.

"This is nasty. Maybe we should see if we can hang out here until the roads get plowed." She thought out loud.

"That won't be a problem." Eric said, walking back into the room. "My shoot for this afternoon was just cancelled. They said the car that was supposed to bring the models over was stuck in the snow. So you guys can hang out as long as you want. There is some coffee and a couch in the front room if you want to make yourselves more comfortable."

"Thanks, that sounds great." Suzy said as they headed out to the other room.

Jason spent the time pushing thoughts of his mother's legs and breasts out of his mind and was relieved when Eric joined them after a few minutes.

"Suzy..."

"Yeah?"

"I have a crazy idea. I've been going over your shots, and I've got to say that you look great on film."

"Thanks."

Jason could see that his mother was beaming.

"Well, since my studio is empty I wanted to see if you want to try being a stand-in for the afternoon." He sounded like a nervous boy asking a girl out to prom, and quickly added, "I'll pay you of course."

Suzy couldn't believe her luck.

"Yeah that would be great."

She almost burst as she spoke.

"And of course, I'll need an assistant. What do you say Jason, up for making a little more money?"

"I guess I've got nothing better to do."

"Great, let's get started."

Eric led Suzy and her son back into the studio and explained what he had in mind to them. He told Suzy that typically models would make $150 an hour, but since she wasn't a professional yet he would pay her $75 and would add in an extra $25 an hour for Jason as his assistant. She was so thrilled to actually be working as a model that she was prepared to do it for free.

"Thankfully, my assistant got everything set up for us last night but I haven't had a chance to go through the client requests to see what they want so we will just have to wing it. Jason, you can stay out here while your mother gets ready. The first shoot should be an easy one. It's for a circular for a women's clothing store and I think there are only three outfits. Suzy, the first outfit should be on the first rack in the back of the dressing room. Go get dressed and come out whenever you're ready."

Suzy beamed as she practically ran into the dressing room. She was moments away from realizing one of her greatest fantasies and she could barely contain her excitement.

While Suzy got ready, Eric again explained to Jason that his job was to do whatever he says and that it would be a little more involved than the previous session. Mostly he would be moving lights around and helping get his mother positioned properly for different poses.

After Suzy came out, Eric looked her over and after telling her how good she looked he sent her back to put on some nail polish. She felt embarrassed that in her effort to get ready for the photo shoot that she forgot to put any on. She found a light pink that matched her lipstick and reentered the studio.

Her first outfit was a cocktail dress. She confidently strode into the room wearing a black halter dress that was loose around her breasts, which were supported by a wide belt that cinched the dress around her waist. The skirt portion of the dress flared out from her hips and ended at her mid-thigh. Suzy had picked out some jewelry and a pair of black high heels to accessorize.

"Suzy, you look ravishing!" Eric fawned over her as soon as he saw her.

Suzy stopped in her tracks in the middle of the room. Her stomach was doing cartwheels. Here she was, finally getting a chance to be a professional model. She couldn't believe her luck.

"Really, you think so?" She knew she looked good but the photographer's opinion somehow carried more weight than her own. After all it was his job to look at women all day and decide who was pretty and who wasn't. His gushing approval made her feel like a million dollars. Suzy's head was spinning and her knees were weak by the time she was able to move again.

"Trust me, you were born to model." Eric gave her a knowing wink and then led her into her position in front of the camera

Jason dutifully assisted Eric for the first shoot. Eric had Suzy standing in different poses and turning to get her skirt to twirl. He kept Jason busy, making him run back and forth adjusting lights and occasionally brushing away hair from her face.

As Jason watched the shoot progress, a rush of familiarity washed over him. His thoughts drifted back to memories of his first discoveries of the female form. When he was younger he would steal copies of his mother's catalogs and magazines so that he could ogle the women. His first orgasm was fueled by a picture of a woman dressed much like his own mother who was posing right in front of him. Jason suddenly realized that standing in front of him was the living embodiment of his earliest sexual fantasies.

Jason cringed when his thoughts snapped back to reality. He tried to shake off any comparisons between his mother and the women that he pleasured himself to so many times. As he remembered those lonely nights he started to think of those women not merely as pictures but as people. Just like his mother, they too were mothers and wives. The realization that the women in those pictures were real people made them even sexier to him. Lost in his own thoughts, Jason became aware of blood rushing to his penis as images from those magazines raced through his head.

"This is great, Suzy. You're a natural. Let's try the next outfit." Eric's words broke Jason's train of thought and reminded him of where he was, and who it was that was doing the modeling.

The blood rushed from his penis as quickly as it had first appeared. He did his best not to watch his mother walk back to the dressing room.

Suzy undressed as carefully as she could, not wanting to ruin the dress with her wet nails, but quickly realized that she would need some help. She called for her son, who found her facing the opposite wall with her head down and her hair flipped up, exposing her neck.

"Can you help me with this dress? I don't want to ruin it or my nails."

"Sure." Jason slowly approached his mother and nervously reached up for the clasp that held the halter up. The dress was backless and with her hair up he realized that she wasn't wearing a bra. After unsnapping the clasp, the straps fell away from her body and the top portion of the dress fell down.

Suzy giggled as she reached up and covered her breasts with her arm as the dress fell away.

"Thanks, Honey. I'll call you back in if I need any more help."

Jason took a moment to stare at his mother's bare back before leaving her to get dressed. She called him back in moments later to help her zip up the next dress. Jason found his mother in the same position as before, but was relieved to see that she was now wearing a bra. The zipper on this dress ran all the way down her back, far enough for him to be able to see the waistband of his mother's red lace panties. He slowly drew the zipper up her back, watching inch after inch of his mother's soft skin disappear beneath the dark fabric.

He felt his mind instinctively being distracted by the sensuality of helping his mother get dressed to the point that he nearly forgot that it was his mother's body that was getting him excited. He quickly finished zipping her up and fled the room before she could sense his embarrassment.

Eric and Jason watched Suzy glide elegantly across the studio in the new outfit that happened to fit her like a glove. She wore a skin tight charcoal dress that ended at her knees. The top had two thin shoulder straps and a rounded cleavage that left several inches of the upper portion of her breasts exposed. The dress clung to her curves and showed off her body, despite covering so much of it, with every step. By the time she took her place in front of the camera, both Eric and Jason had to stop themselves from staring.

Eric complimented her again before rattled off more orders for Jason while he began to shoot. Seconds into the shoot he suddenly stopped.

"This won't work." Eric muttered to himself. "I'm sorry Suzy, but I'm picking up your panty lines in that dress. That's the problem when something fits so well, that dress looks like it was painted on you! I'm going to need you to take off your panties and then we can start over."

Suzy didn't skip a beat and turned to her son.

"Jason, can you unzip me?"

She backed towards his unsteady hands. Jason slowly pulled the zipper down, aware that someone else was watching him this time. He tried to make it quick so that Eric wouldn't catch him ogling her but still managed to get another peek of his mother's panties.

After he finished, Suzy walked back to the dressing room while holding the dress to her chest.

"Thanks, honey. I'll call you in a minute to help me zip up again."

Jason waited for her to call him and again found her in the same position. This time, however, he knew that she wasn't wearing any panties underneath her dress. Without anything covering her, Jason could see where her ass cheeks parted into a gentle crevice that faded away beneath the dress. As sensual as it was to help her with her zipper before, the fact that she didn't have any panties on just made it worse for him. Jason felt his penis stirring in his pants as began to pull on the zipper.
He again took his time, allowing his eyes to trail from the swell of her ass, across the indentation of the small of her back and up her spine to her neck. Jason's thoughts returned to the women in the catalogs that he jerked off to. He suddenly wondered if they weren't wearing underwear in those shoots either. He remembered one of his favorite pictures, of a tall red head wearing a satin blouse and short skirt. Was it possible that had she leaned over the right way or crossed her legs that he would have been able to see a nipple or her pussy? Jason's heart was pounding by the time he finished; he just hoped that she wouldn't notice how long he was taking.

"Honey?" Suzy noticed that Jason's hands were lingering on the zipper and wondered if it was caught.

Jason froze, his hands still clasping the zipper.

"Uh, yeah?"

"Is everything ok back there? Is the zipper stuck?"

"Oh, uh, no everything is fine. All done." He stammered, kicking himself for being so obvious.

"Great, how do I look?" Suzy twirled around facing her son.

Jason stood frozen just inches away from his mother as he pondered his response. His eyes drifted from her eyes down her face to her neck and finally to her chest before returning back up to meet her gaze.

"Amazing. You look amazing."

Jason saw the color rush to his mother's cheeks as he spoke. She embraced him in a firm hug with her chest pressing against him.

"Thanks, Jason. Your support means a lot to me. I know I'm being silly but this is something that I've always wanted to do."

She released him and took a few steps back.

"But you didn't tell me about the panty lines. Does it look better now?" She asked as she turned her back to him, bent at her waist and ran her hands across her thighs and hips.

Jason's mouth hung open as his mother smoothed her dress out. Seeing her ass on display for him was too much.

"Much better. You should never wear panties again." He was horrified as he heard the words escaping his mouth.

Suzy flipped her head over her shoulder at her son and said teasingly, "You men are all the same. All you can think about is sex."

She straightened herself out and turned to leave. While she walked out of the dressing room she reconsidered what her son had said. Could it be that he was actually admiring her body, or was she just getting carried away?

Jason followed his mother back into the studio. Trailing several feet behind her, his eyes were glued to her ass as she strode across the room. He watched the fabric of the dress gliding across her bare backside with every step and for a brief moment he imagined himself grabbing her hips, bending her over, lifting up her dress to reveal her firm round ass and fucking her.

Jason stopped himself in his tracks and shook the image of his mother submitting to him from his head.

Suzy was slowly transforming from his mother into the living, breathing manifestation of one of his deepest sexual fantasies right before his eyes.

He struggled with the conflicting thoughts and emotions bubbling up inside of him as he watched her muscles flexing under the dress as if in slow motion. Jason thought about the smooth skin of her cheeks and extrapolated the brief glimpse of her skin until he visualizing her bare ass swaying in front of him. His penis continued to swell thinking about his mother's body. He tried in vain to snap himself out of it as she took her position.

The next ten minutes flew by in a blur as Eric put him back to work. After they finished, Jason again found himself unzipping his mother's dress while struggling not to be too obvious as his eyes lingered on her back and ass. Jason even pulled the dress away from her body as he unzipped her, giving him a brief but tantalizing glimpse of her bare ass.

The next outfit was a floral print peasant dress. Again, Eric showered her with compliments as she emerged from the dressing room.

Although this was the shortest of the three dresses it was a loose fitting outfit that did little to show off her body. That didn't stop Jason from staring at her though. He couldn't stop himself from wondering if she was wearing panties underneath the loose material. Jason felt guilty thinking about his mother like that, but he couldn't help himself. His teenage hormones were in overdrive and any available female body was a target for his imagination, especially one that looked as good as his mother's while she unwittingly acting out his adolescent fantasy.

"Ok, that wraps up the shoot. You did a great job Suzy, and you too Jason. You made a great assistant." Eric walked up to Suzy and reiterated that she was one of the prettiest women that he had seen in a long time and that she was a natural at modeling.

"Thanks," Suzy gushed, "but it looks like we still won't be leaving anytime soon." She said while looking out the window at the unrelenting snowstorm.

"So how did you like your first job as a professional model?"

"I loved it! It was just like I imagined. I love being in front of the camera, and I can't wait to do it again sometime."

"Well, I did have a few other jobs lined up for the week . We could keep going if you want. What do you say?"

"Yeah, let's do it. This is fun." She nudged her son.

"Yeah let's keep going..." He tried not to sound too eager to watch his mother dressing up and posing, "I can use the money." Jason was pleased with his save.

"Ok, let's see." Eric said while reading through the next folder.

"Are you comfortable doing a swimsuit shoot?"

Suzy thought about it for a second before responding. Jason's ears perked up while his mother mulled it over. Before he got his hands on his first Victoria's Secret catalog bathing suit ads were some of his favorites from the department store catalogs.

"I don't see why not, I mean I wear swimsuits all the time, what's the harm in a few pictures. Right?"

"I agree, but some women don't like to show off their bodies for the camera. But then again, few women have a body like yours." Eric threw in a little wink, knowing from experience that a steady stream of compliments would help keep his model willing to continue.

"Check in the dressing room, the first bathing suit should be on the same rack as the other dresses."

"Ok, I'll be right back."

Eric approached Jason as Suzy left the room.

"So, how about you Jason?"

"Huh?"

"This isn't so bad right?"

"Uh, no." He said, not sure where Eric was going.

"You're doing great, just keep up the good work."

"Thanks."

"I know it's not easy being around models, especially the first couple of times. It's hard not to look, even though it's your own mom, right?"

"Shit." He thought to himself, "He caught me staring."

"Uh..."

"It's ok, she has a great body. You just have to think of the models like mannequins. There's nothing wrong with enjoying the view, especially at your age, just try to think of her as an object not a person and certainly not you mother. Ok?"

"Really?"

"Yeah, that will make it much easier. Trust me, I do a lot of lingerie shoots in here and you should see some of those outfits. If I didn't just think of the models as objects instead of women I'd be jerking off after every shoot. Just take your mom for example. Some of these bathing suits are pretty skimpy and I need you to focus on your job. I can't afford to have you be afraid to touch her if I need you to fix something. Remember, she's not your mother; she's not even a woman. She's just a doll. Do you understand?"

"I think so." Jason didn't know what to make of the conversation. Was he really telling him that it was ok for him to ogle his mother?

"And don't forget to compliment her. Every woman loves a compliment, especially when she's showing a little skin. Trust me when I say that your mother is going to be nervous up there in a bathing suit under the hot lights. Let her know that she looks good. Don't feel weird about the fact that it's your mother; you're just doing your job. And that means that you need to be willing to touch her, whether that means fixing a crease in her outfit or pushing her hair from her face, and you need to reassure her that she looks good no matter what."

"Ok, I think I can handle that." He was starting to feel a little more confident.

"I know you're going to do a great job."

"Jason, honey." Suzy called out from the dressing room. "Can you come here for a minute?"

"Sure."

"Don't forget to compliment her Jason."

Jason stepped into the dressing room to find his mother wrapped in a white silk robe.

"Yeah?"

"I don't know about this." Jason saw that she looked nervous.

"You don't know about what?"

"I don't know if I can do this."

"Mom, this is your dream. What's stopping you?"

"Look at me." She said while opening her robe.

Suzy held the sides of the robe apart while her son took in the sight of his nearly naked mother. She stood before him in a dark red string bikini, accented with black stitching and silver sequins that glimmered in the light.

"I'm a 38 year old mother. I shouldn't be traipsing around some studio dressed like this with a stranger taking my picture."

Jason paused for a moment to enjoy the sight and then remembered Eric's advice.

"Mom, you look great. Remember, Eric is a professional. He does this for a living. He's probably immune to looking at beautiful women all day."

"Beautiful?" Suzy's eyebrows arched as she spoke.

Jason shuffled his feet for a moment before he spoke up.

"Of course, you look amazing in that bikini." He held his breathe and let the words hang between them. He wasn't sure if he was trying to boost her confidence or if he was actually flirting with his mother.

"Eric even said that you're a natural. Just think, after today you'll have your own portfolio to bring to the modeling agency."

"Are you sure?"

"Of course, you have a hot body and you should be proud to show it off." He was surprised to hear the words coming out of his mouth.

His mind raced. "Did I really just tell my own mother that she has a hot body?" He thought to himself. "No, she's a model, just like Eric said. I'm just doing my job." He desperately needed to convince himself.

The bikini top showed off each of his mother's gorgeous breasts. Jason struggled to keep his eyes on her face. Her body was on full display for his horny teenage eyes. He was struggling to remind himself not to think of her as his mother, and that was the only thing that was keeping him sane as he took in the sight before him.

Suzy noticed the look in her son's eyes. She sensed that he was enjoying looking at her, and was flattered that such a good looking young man would find her attractive even if it was her son.

"What would your father say?"

"I think he would tell you to do it. This is your chance to live your dream."

"You're only saying that because you're my son." Suzy was watching her son's face, trying to gauge his reaction.

"That's not true. I'm not your son today; I'm the photographer's assistant. And my professional opinion is that you look hot, so let's get going."

"Really, so your opinion as a man and not my son is that I'm hot?" She teased him and pulled her robe further open, knowing how uncomfortable it would make him.

"Mom..." Jason's face turned beet red.

He tried to look away but his eyes kept returning to her breasts, which she noticed. Suzy didn't know what to think of the fact that her own son appeared to be ogling her like a piece of meat.

"You know you're a beautiful woman."

"That's not what I asked you."

"Ok, ok. You look hot, Mom. Is that better?" Jason wanted to just disappear. He didn't know how he ended up in this position. Not only was he lusting after his own mother, she made him admit to it too.

"Much better." She finished with a wicked smile.

Suzy dropped the robe and walked over to her son. With her hand on his face she kissed his cheek and whispered, "Thank you, but please stop calling me Mom." into his ear.

"Ok, Mo... Suzy." The words fell awkwardly from his lips. Her face was still next to his. He could smell her. He wanted to kiss her, but he knew better.

With the extra confidence boost from her son, Suzy was ready to show off her nearly naked body to a complete stranger. She found it comforting that he was a professional and that despite his encouragement he seemed detached. During the course of the different outfits Suzy noticed that she was getting more comfortable in front of the camera.

Jason followed his mother to the set, his eyes glued to the small red triangle stretched taut across her ass. He had seen his mother in bikinis before, but he had never before imagined what was underneath it. His penis swelled in his pants as his imagination ran wild.

In addition to handling the light for this shoot, Eric also gave Jason a small fan and a mister. He was instructed to lightly mist her body and use the fan to blow her hair back from her face. This was also the first shoot that required Jason to make a wardrobe adjustment.

Suzy was positioned with her back to the camera and was leaning forward slightly when Eric noticed that the back panel on her bikini had folded over at the edge. It was Eric's job to flatten the fabric out.

He was so entranced staring at his mother's long legs pouring out of the bikini bottom that he didn't hear Eric call his name the first time. There was a distinct urgency in his voice the second time he called Jason's name. Jason snapped out of it and hurried over to his mother.

Jason was so nervous that his hand jerked up to her bikini bottom. He pushed his finger underneath the edge of the material and ran the fabric through his thumb and forefinger to flatten it out. The back of his finger brushed against his mother's flesh, transferring her warmth to his hand. After he finished he watched in disbelief as his hand ran along the outside of her bikini across his mother's smooth ass, appearing as if to straighten out the material but he knew that his intentions were less pure. His hand only briefly caressed the gentle slope of his mother's backside before he decided better of it and returned to his position.

"Thanks honey." Suzy said over her shoulder while his heart raced. The brief but intimate touch sent a chill through her body as she kept her pose.

Jason's cock was growing with every second that he watched her. He could still feel her ass against his hand.

After the shoot was over Jason waited with bated breath for his mother to call out for help, but he knew it was just wishful thinking.

She returned in a shimmering silver bikini. The top and bottom halves of the bathing suit were attached by three interlocking circles that ran across her stomach. Though this bathing suit had more fabric than the last one, it also had the added benefit of the connected circles which ever-so-lightly tugged on the thin strip of fabric between her breasts. The effect of this was that even more of his mother's breasts were visible than before.

"Wow, you look great M..." Jason stumbled over his words, " I mean, Suzy."

"Are you sure I don't look silly?"

"Trust me, you look hot."

Feeling high from the compliment, Suzy struck a pose with her hands on her waist and thrust her hips out at her son. He watched as she posed, just for him. His hard-on was becoming harder for him to hide. Suzy noticed again that the look in her son's eyes was not the same one that she was used to. He was admiring her like a man admires a woman. The thought that she could elicit such a reaction flattered her especially from such a younger man, despite the fact that it was her son.

Even though she was use to wearing bikinis at the beach, she was shy at first posing like that in front of the camera. Knowing that Jason was enjoying the show helped to build her confidence and as her comfort level rose, so too did her awareness of how sexy the pictures would turn out. Suzy was no prude, and knew full well that swimsuit models looked hot in the catalogs and that Eric was counting on her body impressing the clients. After all, sex sells and Suzy was determined to make it as a model. Suzy used all of her womanly charms during the following shoots pouting, bending and flirting with the camera like she knew he wanted.

Suzy kept catching her son leering at her in a way that no son should be looking at his mother. She brushed off that idea, though, rationalizing that she was just getting caught up in the moment and was just feeling sexy herself. She couldn't deny that living out her lifelong fantasy and posing half naked for the camera was turning her on, and she starting letting her mind wander to thoughts of fucking her husband later that night.

The shoot was going along great until Eric asked Jason to make a minor adjustment to her hair. He approached his mother and lifted his hand to her face. As he moved to brush her hair away he realized that he was using the same move that he used when he went in for a kiss on a date. His eyes locked onto his mother's for a moment while the back of his fingers ran along her face, moving the errant hair to the side.

Jason and his mother both felt the sensuousness of his touch. Suzy recognized the look in his eyes. Beyond just being flattered, it made her feel sexy. Having someone gaze into your eyes with a look that says 'I want you' made her heart jump. Her lips parted and she held her breathe as her son brushed her hair away.

Nervously, he jumped back and managed to focus on the rest of the shoot. The next hour passed by with his mother dressed in a parade of different bathing suits. While they weren't all bikinis, they all did show off her body; which left Jason in a heightened state of arousal, constantly aware of his Mother's sexy body right in front of him. Suzy too was getting horny teasing both the camera and her son, but she kept her mind focused on thoughts of her husband.

"Well, the snow hasn't let up any. Shall we continue with the next assignment?" Eric asked as they wrapped up the last bikini shoot.

Suzy looked out the window and then at her son.

"What do you think Jason?"

"I think we should keep going. This will be great for your portfolio."

"He's right, Suzy. I think with these shots you'll have no problem getting signed by an agency."

"I can't believe that this is happening so fast!" She gushed. "I'm actually having a lot of fun too."

"I'm happy to see that you're so comfortable in front of the camera. Not everyone has the body and the camera presence that you have. I know I've already said this, but you really are a natural. Now let's see what the next assignment is."

Eric opened the next envelopes and then looked up at Suzy.

"I... I'm not sure if you'll want to keep going."

"Why not?"

"Well, this shoot is for lingerie."

Suzy turned to her son and then to Eric.

"What's the big deal about that? I've already shown off just as much of my body in a bikini as I would in any lingerie." Suzy knew that this was a totally different level than just bathing suits, but she secretly wanted to see how her son would react to seeing her in sexy lingerie.

"Are you sure?"

"What do you think Jason, should we stop or keep going?"

"Well, just like you said those bikinis are just as revealing as any lingerie is. Besides, we're all professionals here, right?" His heart was pounding in his chest at the thought of seeing his sexy mother parading around in lingerie.

"That settles it."

"Ok, Suzy you know what to do. We'll be out here whenever you're ready."

Jason's heart pounded in his chest at the thought of seeing his model, he was no longer thinking of her as his mother, in lingerie. Even if it didn't show any more skin he was thrilled that his adolescent fantasies were coming to life right before his eyes. A lingerie photo shoot would make any guy horny, and he was as horny as could be.
Eric pulled Jason aside while they waited for Suzy.

"So?"

"Huh?"

"How are you holding up?"

"Oh, uh, good I guess."

"Well, you're doing a great job. Just remember that Suzy will be very self conscious when she comes back out so make sure you keep complimenting her. Ok?"

"Sure."

"Great. I know it must not be easy for you to be doing this with your mother, but trust me when I tell you that she has a real shot at this and any help that you can give her now will be good for her."

"Oh, it's ok. I'm doing what you said. I'm a professional, right? She is just another model. I haven't thought of her like my mother in a while now. I'm just happy that this is going so well for her. You seem to really believe in her."

"Well, it is pretty simple right. She is a beautiful woman and she knows how to play to the camera."

"I guess you're right." Jason thought to himself that she was in fact a beautiful woman. He couldn't wait to see her next outfit.

Suzy looked stunning as she walked into the studio. She wore a full length black satin gown, topped off with a pair of black strappy high heels. The front of the gown exposed a modest amount of cleavage, but the back was open to her waist and the sides were cut out enough to provide an ample view of the outsides of her breasts.

Jason took in the sight of his mother as she confidently strode across the room. His brain worked overtime to combine the images of her bare outer breasts that he was currently being treated to with the memory of her cleavage from the bikinis to form an almost complete image of her bare breasts.

Suzy expected Eric's eyes to be glued to her body, but she was surprised to see her son openly ogling her. She also noticed, for the first time, the tell tale bulging in his pants. Despite the fact that it was her son, she was proud that she still had what it takes to give a teenage boy a hard-on. Between the silky material of the gown against her skin and the knowledge of the impact that she was having on the two men got to her and she felt her nipples harden as she approached the set.

Jason could clearly see from the open back that his mother wasn't wearing a bra and from how the material clung to her hips he inferred that she wasn't wearing any panties either. Knowing that she was naked underneath that thin silky gown kicked his libido into high gear.

"Don't worry Eric. I'm not wearing any panties this time." Suzy caught her son's eye as she spoke and was pleased with his reaction as his eyes widened.

The shoot began and Jason again was instructed to move around to reposition the lighting. As he worked he noticed that the gown would fall away from her chest when she moved in certain ways and began to pay attention, waiting for it. Twice he caught the moment perfectly and was blown away when he saw a flash of his mother's bare breast and nipple.

Every movement she made caused the gown to glide across her naked body. Suzy hadn't once gone out in public without panties since she was married and the thrill of being almost naked was making her hornier by the minute. She did her best to tease the camera, and even though she had misgivings about being so seductive in front of her son she decided that he would probably see the pictures anyway so what was the harm. She let herself go and made love to the room, which included her son.

Jason heard his name as his mother was getting ready for her next outfit and dutifully went to see what she needed.

He found her in the dressing room holding a pair of shoes. She wore an incredibly short black halter nightie with a gaping neck line. It didn't even cover half of her thigh.

"I need a little help; I've never been good with these things." She lifted the shoes as she spoke.

She turned and sat down on a chair in the back of the room and held out the shoes for Jason.

He took the shoes, which were little more than two platforms with heels. Each shoe had two long black silk ribbons dangling from them.

"I need your help to wrap the ribbons around my legs and tie them up. Do you think you can handle it, or should I get Eric?"

"Uh, no..." He jumped at the opportunity even though he had no idea what he was doing.

"I can handle this."

Jason lowered himself in front of his mother and took her left foot in one hand with the shoe in the other. He guided her foot into the shoe and then propped it onto his knee, he knew that he would need both hands to handle the ribbon. He took one ribbon in each hand and slowly wrapped it around the back of his mother's ankle.

"Let me know if this is too tight." He looked up at her as he spoke and couldn't help but notice how far her dress had crept up her thigh.

"So far so good."

After a few missteps he figured out how to lace up the ribbon. The delicate work required that his hands caress her soft skin as he crisscrossed the ribbons around her calf. It ended just below her knee, where he tied it off. While Jason held onto her knee his eyes drifted up between her legs. He wondered if she was wearing panties and hoped to catch a glimpse without her noticing.

"Jason?" His mother's voice sounded playfully accusatory?

Jason looked up at his mother like a deer caught in the headlights.

"Are you trying to look up my nightie?"

"I, uh..." He stammered, not knowing how to respond. He was caught red handed trying to look up his mother's nightgown.

"It's ok. I think I know what you are looking for. You know, a wise man once told me that I should never wear panties ever again." She threw him a sly smile as she spoke.

"How are you doing with the shoes?"

"Just finishing up the first one now." Jason took the opportunity to look back down and began lacing up her right foot. He mulled over her comment while he worked. Had she told him that it was ok for him to look up her nightie?

Suzy surprised herself with her forwardness. She knew he was her son but she was enjoying the attention. She also enjoyed watching him squirm. He had been ogling her all day and was doing a pretty poor job hiding it.

By the time Jason was tying off the second ribbon he had worked up enough courage to try to sneak another peak. He slowly wrapped the ribbon around her calf and gently pushed her knee out, spreading her legs a little further. He didn't dare look up to see if she was watching him but he felt her eyes on him.

Suzy watched as her son's eyes widened. She knew exactly what he was seeing and felt a rush of excitement through her body.

Jason felt time stop down as his eyes marched up her thighs. The darkness between his mother's legs shrank away as he gently pushed her leg aside. More and more of her inner thighs were revealed to him. His body tensed and he inhaled sharply as his eyes traveled from her thigh to the golden tangle of hair that adorned her pussy.

Though she trimmed her pubic hair, it was still much fuller than the girls that he had been with before. Seeing such an impeccably maintained and lush forest of hair between his mother's legs both surprised and delighted him. He drank in the sight before him, knowing that he didn't have much time.

Jason made one last adjustment of the ribbon before he finally stood back up. His mother remained where she was with her legs spread apart. The hem of her nightie had been pushed up to her hips leaving a hint of her womanly charms on display.

Suzy couldn't control herself. She had just flashed her pussy to someone besides her husband, and she liked it. She didn't want it to end.

"Well, how does it look?"

"Uh..."

"The shoes, I mean. Unless you have something else on your mind."

"Oh, yeah, right. The shoes..." His voice kept trailing off.

"They look amazing. Much sexier than I could have imagined."

Suzy knew very well that her son wasn't talking about he shoes.

"Are you sure you like it?"

"I like it a lot."

"Good, I'm glad. Now help me up, would you?" Suzy offered her hand out to her son who helped her to her feet.

She took a moment to straighten out the silk nightie and then walked right past him into the studio.

Suzy had to move very deliberately so as to not flash the camera. She knew that Eric and Jason were enjoying the show from their hungry stares and the thought of them looking at her in such a revealing outfit thrilled her.

Eric had her propped up on the arm of a couch with her back arched out for the shoot. As the camera flashed it became obvious that her nightie had shifted and the edge of her aureole was coming into view. Eric directed Jason to cover her up, and he was all too eager assist.

Jason paused in front of his mother before he fixed her top. Lowering himself to her level he took in the contrast in color between the milky white flesh of her breast and the darker hue of her aureole. The outline of her nipples was clearly visible at such a close proximity and Jason was in no hurry. His thumb slowly slipped into the front of his mother's top; the back of his thumb gently pressing against the soft flesh of her breast as he grasped the thin silk material. It took every ounce of restraint for him to not tear the thin satin nightie open and grab two handfuls of her tits. As hard as he tried to refrain from touching her nipple, his fingers still managed to graze against it as he repositioned the material. Jason looked up at his mother apologetically.

"It's ok." She said softly. Her chest heaved gently as she spoke.

His fingers were still resting on her breast when he decided to throw caution to the wind. Jason took his mother's words as permission to proceed and allowed his hand to cup her breast momentarily. The thin silky material against her soft but firm breast felt amazing in his hand. He gave her a single squeeze and felt her hard nipple against his palm before he finally took his hand away.

Jason thought he heard a soft moan as he retreated.

Suzy could have killed herself. Her son's hand cradling her breast caused an uncontrollable response in her body that culminated with a barely perceptible moan escaping her lips. The dampness between her legs was growing.

Eric didn't seem to notice that anything had occurred between them and proceeded with the shoot.

The next outfit that she wore was a black bustier. The front and side panels were made of a thin see-through material. The outfit was paired with a pair of tight jeans that appeared to be painted on.

Jason was amazed at how the jeans clung to her ass so perfectly. He watched her posing and pouting for the camera until Eric asked if she was wearing the matching panties.

After confirming that she was, he asked her to open up the jeans and show them off.

Jason couldn't believe that he was watching his hot mother undressing right in front of him. His cock nearly burst from his pants.

She slowly unzipped the jeans and pulled them open, revealing a thin triangle of fabric that matched the sheer material of her bustier.

She spun around and pushed the jeans over her hips while looking over her shoulder. As they moved further down her legs, Jason noticed that she was wearing a g-string. The two round halves of her perfect ass came into view with two thin strings bisecting each other at the top of her ass crack. The one string curved around her hips and the other disappeared between her cheeks before traveling between her legs to her pussy.

Suzy realized that she was doing a strip tease in front of her son, but she was so turned on by the camera that she didn't care. It had been years since she wore a g-string and feeling the thin ribbon of fabric nestled between her ass cheeks made her feel like a teenager again. She knew that she was giving them a good look at her naked ass and she loved it.

Jason watched intently as his mother pushed her jeans down to the floor. She was the embodiment of his deepest sexual fantasy. He imagined her picture in a catalog dressed in nothing but the black bustier and g-string panties. He wanted to jerk off so bad but he knew that he would have to wait.

He was finally being offered a full unobstructed view of his mother's glorious ass. The two soft white globes of flesh danced to the beat of hidden music as she teased the camera.

Suzy turned around for the camera and swayed her hips for a few minutes before Eric told her that he got the shot. Jason's eyes followed his mother's bare ass as she walked to the dressing room to prepare for the next outfit.

Suzy walked back into the studio after a few minutes. She was wearing a purple dress and black high heels.

"Is this right?" Suzy asked as she walked over to Eric.

"Don't worry; did you put the entire outfit on?"

"Yes"

"Perfect. This ad is for the underwear, not the dress. This client likes to have risque ads, so they want their models dressed in regular clothes but showing off their lingerie. They think it makes it more taboo."

"Oh, that is clever."

Jason watched his mother walk to her position, wondering what they were talking about.

"Ok, so let's start simple. Jason I need you in front. Get down low with the reflector and catch the natural light. Suzy, I want you to start off like it is a normal shoot and then slowly show us the product."

"Ok, I think I get it."

"Ready Jason?"

He had no idea what was happening but he said that he was ready.

Eric positioned Suzy on a high backed wooden chair in the middle of the studio. She was sitting sideways with her torso turned towards the camera. Jason watched eagerly as they began.

The lights flashed as Eric took pictures. In no time at all, Suzy's hand was on the hem of her dress slowly lifting it up her leg. She shifted over so that she was resting on the edge of the chair with her left butt cheek and her camera facing leg dangling in the air. She bent her knee as the hem of her dress slowly progressed up her thigh.

Jason watched in awe as the tops of his mother's stockings came into view, followed by two thin pink lace garter straps. Jason had never seen a garter belt in person before and couldn't believe his luck. From his position he could clearly see the inside of his mother's right thigh and the outside of her left one.

Suzy adjusted herself so that she could pull the dress up over her ass and then sat back down. The purple dress was now bunched up around her waist leaving her legs and thighs fully exposed.

Suzy felt a thrill as she revealed herself like that. She knew that no more of her body was visible than when she wore the bikini, but this was lingerie and was meant to be sexy. She was flashing her son for the second time and even though he would see even less of her this time it felt even more erotic because they were out in the open. The thrill of what she was doing was getting her hornier by the second.

"Very good Suzy. You really know how to seduce the camera. A little more pouting. Good. Now turn towards me."

Jason watched in amazement as his mother swung her legs around and faced the camera. He was treated with a clear view between her legs. The only thing between him and his mother's pussy was a thin triangle of pink lace tucked seductively between her legs.

"Ok, stop. Jason."

"Yes."

"Do you see how the dress is bunched up on the left side?"

"Yes."

"I need you to flatten that out, ok?"

"Ok."

Without hesitation, Jason was kneeling between his mother's legs. His face was now only inches from her moist pussy. He reached out for the hem of her dress and let the backside of his hand brush against her warm soft thigh as he fixed it. He took his time as thoughts of fucking his mother raced through his head.

"Much better. Lean back for a moment Jason."

He did as he was asked and Eric zoomed in with the camera.

"Ok, one more adjustment. Jason, can you see how Suzy's panties are being stretched away from her body on her left side?"

Jason centered himself between his mother's legs again and leaned in for a closer look. The smell of her moist pussy filled his senses.

"Yes."

Suzy could feel her son's warm breath against her thighs as he spoke.

"Pull the waist band over so that it falls flush against her skin. Ok?"

Jason paused for a moment and looked up at his mother. She was so lost in the experience that she couldn't have stopped him if she wanted to, but she knew that he was looking for her approval.

She nodded once and whispered, "It's ok."

Jason pushed the hem of her dress further up to get access to the waistband of her panties. He placed his hands on each thigh and slowly worked his way up the length of the garter straps until her pink lace panties were fully exposed.

Suzy's heart raced as her son's hands drifted up her bare thighs. Jason thought he heard a soft moan escape his mother's mouth as he touched her. He noticed that she shifted in her seat while he worked his way up her soft flesh.

He found the thin elastic band and gripped it between his fingers. Suzy inched down into her chair and pushed her legs further apart as her son adjusted her panties. He pulled the front panel away from her body and was tempted to sneak another peak at her pussy but knew that it would be too risky in front of Eric. Jason slid the panties over an inch and then flattened the front panel out against her pussy. He could feel the tufts of hair beneath the thin lace as his hand made a pass across her soft mound.

"Ohhh..."

There was no hiding it anymore. Suzy's body trembled as her son's hand rubbed against her pussy. She was on the verge of an orgasm.

"Is that better?"

Both Suzy and Eric answered to the affirmative at the same time. Jason looked up at his mother and recognized the look of pure lust in her eyes. And it was all because of him.

"Ok Jason get that reflector on Suzy and we can continue."

Jason resumed his position and his mother continued to show off her panties for the camera.

After a few more shots, Eric decided to try something new. He positioned her so that she was squatting on the floor in front of the chair. Jason watched as his mother pushed her heels next to each other and her knees out as far as she could get them. He repositioned himself in front of her to get a better vantage point of the pink lace stretching against her mound.

"Good. Now lower you left knee and turn your right leg to the camera."

The camera recorded every movement.

"Ok, hold on. Jason, her dress is bunching up again. Can you fix that for me?"

"Sure."

Jason happily dropped the reflector and knelt down in front of his mother. He inched closer to her and reached around to her backside where the dress was bunching up. Jason palmed his mother's ass with each hand and took a moment to enjoy the feel of her soft flesh against him. His face was close enough to hers that he could feel her quickening breath against his lips.

"Don't move." He whispered as his hands explored her ass.

Suzy whimpered as her son's hands followed the curve of her ass and his fingers converged between her legs. Jason felt the soft lace of her panties against his fingertips and kept going. The heat from her body radiated out from her pussy. Jason pressed his middle finger against the soft material, pushing it against his mother's throbbing pussy. He could feel the moistness of her pussy as he gently rubbed her.

Suzy let out another moan as her son touched her. Her breathing increased. Jason's lips were mere centimeters from hers.

"Don't stop." She begged for him to continue exploring her body but his hand was moving on.

Jason's hands moved back around the curve of her butt and moved the hem of her dress enough to even it out for the next picture. He let his hands continue around her hips and down her thighs as he withdrew them and resumed his position with the reflector.

Suzy had never been so turned on in her life. She was posing half dressed in front of a stranger who was taking her picture while her very own son was feeling her up. Her pussy ached for relief.
"Great, thanks Jason. I think we got the shot. Good job Suzy, go get changed and we can start with the next one."

Suzy took a moment before she got up. She fell back and propped herself up with her hands with her legs still splayed. Jason walked over to his mother and helped her up while Eric fished a new lens out of his bag. Jason and Suzy stood for a moment, staring into each other's eyes both unsure of what to say so they said nothing.

Jason stepped aside so that she could get ready for her next shoot and playfully reached out and pushed his hand underneath her short dress. Suzy looked back over her shoulder at her son as he grabbed her ass. Her lips curled up into a seductive smile as she walked off to the dressing room.

It took her a little longer to prepare this time and Jason was eager to see her newest outfit when she reentered the studio.

Suzy was led to the new set in a conservative gray skirt suit. Eric had Jason help him prepare a desk and chair to look like it was an office while she was getting dressed.

"Ok, so this is just like the last one. The product is actually the garter belt so just have fun with it ok Suzy?"

"Ok, I'll try my best."

"I know you will do great. You look amazing and as long as you have fun the pictures will be perfect."

"Let's get a few shots right here. Just lift up your skirt a little so we can see the garter. Perfect."

Jason played his part and moved the lights and held up the reflector while he watched his mother doing another strip tease for the camera. Before long, she was sitting on top of the desk with her legs together and lifted up in the air. She had pulled the hem of the skirt up so that her thighs and the garter was visible. Several of the top buttons on her silk blouse had been opened revealing her cleavage and bra. The soft bulge of her pussy, encased in thin black satin panties, peaked out from between her thighs.

Jason thought his mother looked like a porn star the way that she teased the camera. She was absolutely gorgeous and knew how to keep their eyes on her at all times.

Eric then had her stand up and remove her skirt, which fell to a crumpled pile at her feet. She then sat in the chair and spread her legs for the camera. Suzy was so horny that her hands were freely roaming across her body. She massaged her thigh with one hand while the other played with her breasts.

Suzy took off her jacket and hung it over the back of the chair. She then unbuttoned the remaining buttons on her blouse and pushed it open for a better view of her breasts.

"Let's try a few with the blouse but no bra, ok? Jason and I will turn around."

Eric turned his back to the set but Jason stood transfixed at the sight before him. His mother dropped the blouse to the floor and with a swift motion th