BILLYS FANTASY free porn video

"Could you please go and put something on that fits you correctly?"

My mother was standing in front of the stove while she cooked my breakfast. I had on a tee shirt and a pair of cut off jean shorts. She was pretending to be pissed off because the end of my cock was sticking out the leg of my shorts. This was not an accident, I had cut the legs off this pair of jeans myself, and had made sure that the end of my cock would be exposed when I sat in the right position.

"I don't know what you're talking about mother," I replied innocently, "you just bought me this shirt a few weeks ago."

"You know exactly what I am talking about Billy," she replied as she turned to check the breakfast, "the legs on those cut-offs are way too short, and you're not a little boy anymore."

"You're right mom, I'm not a little boy anymore, and I've told you before to stop calling me Billy, I'd rather Bill, or William for that matter, Billy is a little k**'s name." This had been a sore point between us for some time. "As you can see, I am not a little boy anymore." I said referring to my expanding cock that was snaking its way down the inside of my thigh, which she would see if she turned and looked.

Without turning she replied, "I'm not going to look at your cock if that's what you want. I've seen a few cocks in my life, and frankly none of the ones I've seen have been that impressive and I'd be surprised if yours was anything to get excited about. Trust me, if you took after your father, you don't have anything to be too proud of." She giggled at that, which was kind of annoying, she never said anything positive about my dad.

However that comment made it apparent that I knew something she did not know. It sounded like I was somewhat more endowed than my deadbeat father. In fact, I knew I was more endowed that most of the other guys. All through high school I had built up a reputation of having the biggest cock in my class, which from my observations in the locker room were pretty much true. So true, in fact, that too few of the girls I dated wanted to fuck me. Some gave me hand jobs, and Mary Ellen, a girl I had known since grade one, would pretty much suck me off anytime I wanted. So technically I was still a virgin. I had watched plenty of porn on-line though and I knew I didn't have the biggest cock on the planet, and there were obviously women that had no issues getting fucked with something as large as mine. That's why I had begun to focus my attentions towards my own mother. She was definitely MILF material, in the most pornographic sense of the word; although you wouldn't know it by the way she acted or dressed.

I had rubbed my cock to a semi-hard state while mom had been sounding off. "I'm nothing like my father," I replied, "See for yourself." I stood up and put one leg up on my chair, which caused the cut-off jeans to ride up even further exposing almost seven inches of semi-hard cock meat. Come on mom, turn around and have a look at my cock, it's really something to see!"

Of course she didn't turn around, because this was a scene from my fantasies, not anything that has ever come close to really happening no matter how much I wanted mom to notice me. I'd had this dream almost every morning for the last few weeks, and I woke up just as I had gotten to a point that if mom turned around she'd see my cock, and who knows what would happen after that. Both my waking and nighttime dreams included me doing all sorts of dirty and nasty things with my mother, but this dream was particularly vivid, and disappointing from lack of fulfillment. At least when I checked out my mother's great body, almost always hidden under too many layers of clothes it seemed, I could jack off and experience that physical pleasure. As it happened, I jacked off a lot.

Mom worked during the week, so for years now Saturday and Sunday mornings were the only days we had a sit down breakfast, usually we were running off to work, or school until I graduated 3 weeks ago. I was nineteen and ready for college, and had two months to enjoy life before hitting the books again. I was going to a local college in the fall, and had a part time job at the local supermarket which I planned to keep. It didn't distract from me getting decent marks in high school, and if I was able to work it properly I would have enough cash during college too. During the summer I worked three 12 hour days, and had the rest of the week off. However, the hours sucked for those three days, starting at six in the morning. Three days on and four days off was pretty good though, and I didn't have to work Fridays or Saturdays.

So for the last three days I had been playing out my dream for real. I had cut off a pair of my old jeans, and had practiced coming down Saturday morning for breakfast, sitting at the table, and allowing my cock to become accidentally exposed. I positioned the chair at just the right angle, even nudged the table over a bit so it didn't look like a setup. I practiced sitting in a manner that looked natural while allowing my meat to display itself. The hardest part was not getting a hard-on. Just thinking of exposing myself this way to my own mother was a turn-on for me, so I worked really hard at keeping myself in check.

Mom had not called me down yet so I had time to take a quick shower and jack-off, which would help me keeping my erection from getting out of control. I slipped on the shorts, and a tee shirt, and was just about to go down stairs when mom came out of the kitchen to call me. She looked up the stairs, seeing me standing at the top, and paused before saying anything. I was sure she could see my cock hidden in the shadow of the jean shorts, it would have been impossible to miss. She didn't say anything though and just stood there, so I started down like nothing was amiss and just said good morning to her like usual. This had not been planned but as I passed her at the bottom of the stairs I was sure I noticed a little redness in her cheeks, possibly a reaction to a glimpse of cock? I could not remember mom ever dating anyone since the old man had died 8 years ago in an industrial accident. Had it been that long since she had seen a cock?

She followed me into the kitchen as I went and poured a cup of coffee and sat down in my usual chair after pulling it out so it was angled exactly as I had practiced. I started our usual conversation while watching her putter around the kitchen getting the food ready. Mom wore expensive business suits all week and usually on weekends relaxed her attire a bit. This morning was no different, just a light yellow dress, sleeveless, which came down just above her knees. Still very conservative, but not a suit, and the fact that it was sleeveless made it so I could occasionally catch a glimpse of her bra encased boob through the sleeve hole when she held her arm up.

I knew mom had a great body even if I had never seen anything more than a one piece bathing suit would allow. I was hoping we would end up swimming together this afternoon because of the heat; we seldom had a chance for anything like that. I'd checked out her lingerie drawer on a regular basis and found some not so conservative underthings hidden away. She stood about 5-7, and was very statuesque I guess. Her bras were large, some 38DD or E, and others 40D, I guess it depended on the fit. Her waist seemed thin compared to her breasts but I never thought it was out of proportion, and her hips and ass had a nice flair to them. I had jacked off many times wondering what she would look like naked or lounging in her lacy lingerie. Along with a number of pairs of panty hose that seemed to rotate through her drawer, I had also found some traditional stockings and a garter belt too.

As I sat there watching her and chatting, I imagined that she was wearing a pair of ultra short cutoffs, and a halter top, like Daisy on the Dukes of Hazard. I could feel my cock resting on the inside of my thigh, still flaccid, but I knew that any kind of glance towards me would give her a perfect view my cock head, plus she would be able to see the shaft covered by the fabric of the shorts. I made sure to mention my idea of having a swim together in the afternoon, seeing that the forecast called for record high temperatures. Mom agreed but indicated that she had a lot of errands to run and hopefully we would find the time. We usually did everything together on Saturdays now because it may be our only full day together.

Just as I mentioned the swim mom turned holding out plates full of food. She was looking right at me and I could tell by her reaction that she could see my manhood poking out of the shorts. At first I thought she might actually drop the plates. It was exciting knowing that she was looking at my cock, and of course that excitement started to cause the expected physical reaction in my cock. I didn't want her to know that I knew she was eyeballing my cock so I asked if something was wrong. She regained her composure quickly and walked to the table and set the breakfast down before seating herself. I could feel my cock still growing in my shorts but it was now hidden from my mother, so I figured I was safe. Mom was definitely embarrassed though because I could see she had blushed again just like earlier. Plus, if it wasn't just me hoping for something, I was sure her nipples had hardened under her bra, and were causing little bumps to appear through the material of her clothes.

I turned my chair towards the table and we both began eating our breakfast. I told mom I wanted to get out of the house early so we could get all the errands done before it got too hot out. I also needed to stop at the pool store to pick up a couple items for the pool. We finished up breakfast but before I left the kitchen to go get ready my mom stopped me and said we needed to discuss something first. I sat back down and looked her right in the eye, as if I wanted to catch every word.

"Son, I may as well just say this, but you can't wear those cutoffs you have on outside the house. It looks like you may have cut them a bit too short." she said in a matter of fact voice.

I smiled before replying, and watched her face relax a bit. "Really," I said innocently, "I thought the idea was to make them short so they would be cooler." This was going perfectly I thought as I pushed myself back from the table and looked down at my shorts, pretending I wasn't sure what she meant. I knew my cock was not currently visible, although the outline of it was clear as it curled down towards the seat of the chair. I purposely spread my legs so mom couldn't help but look for herself. I wanted her to tell me exactly why they could not be worn outside. "They don't look too bad, just a bit shorter then my last pair."

I was watching her face as she stared at my crotch, if I popped a boner right now that would be the end of it. I needed her to acknowledge she had seen my cock. She finally looked up at me and I could see the redness had returned, she was definitely embarrassed about staring at my crotch, plus she now had to tell me why I had to change them. "Well earlier," she started very hesitantly, "when you came down the stairs, and again just before we ate, I could see your, your, your penis coming out the leg of the shorts." She seemed relieved to have said it out loud, and I wasn't surprised that she said penis instead of cock or prick.

"Oh, really?" I looked back down again, and noted her eyes following mine. I moved my hand to my crotch and grabbed the edge of the leg hole and adjusted it, pulling it this way and that so my bulge became even more apparent. It was also obvious that my fingers had found the end of my prick although it wasn't exposed. I chuckled before continuing, "I'm sorry mom, I guess you're right. I won't be wearing these outside the house. Glad you noticed before I embarrassed myself at the mall or someplace else. I'll change before we go".

We were both still looking at my fingers pushing my shaft up trying to tuck it in better, even though I knew it wouldn't help. Mom was looking on also and the seconds were ticking by as we both looked and said nothing. I certainly wasn't going to say anything, however if someone didn't blink soon I would be sporting a massive hard-on. I wanted to save that for mom to see later though. Just then mom came out of her trance and stood, picking up the breakfast dishes.

"You go change while I tidy up these dishes, we should get going right away." she said as she walked away from the table.

"No problem mom," I replied as I pulled my cock right out of the shorts and lifted the leg hole up, exposing most of my meat, "I'll be back in a flash." I stood for a few seconds with my cock fully exposed as my mom walked towards the dishwasher not able to see me as I rubbed it allowing it to harden a bit. It still gave me a thrill knowing she had seen part of my manhood, and had definitely stared at the huge bulge I created while I pretended to adjusted myself. I turned and ran upstairs and changed into a pair of jeans, making sure my bulge would be apparent if mom, or anyone else for that matter, decided to check me out.

Our trip consisted of a number of errands and stops, fairly non eventful except I was sure I noticed mom checking out my bulge several times. While driving around in the car there wasn't much conversation and I mostly daydreamed about our encounter this morning and what I had planned for the afternoon. Our last stop was the pool supply store, which pretty much carried everything there was for a backyard pool. Not only did it have all the cleaning supplies and equipment, which we needed, it also had patio furniture, BBQ's, and a wide variety of poolside wear, mostly bathing suits, but also towels, wraps and just about anything you would want for backyard fun.

When we arrived at the store we found that they were having their annual clearance sale trying to get rid of last year's stock. I was headed towards the service department to get some chemicals and filters and mom said she was going to shop around the store to see if there were any deals to be had. After I finished my shopping I went to the front of the store to find mom. As I looked around I saw her checking out swimsuits so I walked over to see how she was making out. I slowed my approach as I noticed her holding a very skimpy bikini up in front of her while looking in a mirror. I'd never seen her wear anything like that around our pool before, so I stood there and imagined what she would look like wearing something that skimpy. I decided I had to push the idea of her taking the first step by actually buying something like that.

"Are you going to try something on mom? Why don't I go and check out the furniture sale while you try a few on, we have lots of time." She had turned my way and had put the suit she was holding up in front of her under her arm like she was hiding it.

"Oh I don't know dear, most of these are for younger women, not really a style for someone my age." She had a note of sadness in her voice; like it was something she had always wanted to try but had never had the nerve. I decided to push a bit more.

"Come on mom, you're not that old, and I've seen some ladies at the beach a lot older than you wearing all kinds of suits. It's not like you'll be out in public, and besides, you have no reason to be ashamed of how you look, and you're in great shape." I didn't wait for a reply, I just turned and headed over to the furniture area, "Come get me when you're done," I said over my shoulder as I turned the corner.

It was about 25 minutes later when mom returned with a bag over her arm. I didn't ask her about it and pointed out a couple of lounges that were on sale that would look great on our patio. "These are the best deal here, and the guy said if we took them both off his hands he'd give us an even better deal. They are last year's stock and these are the last two display units, I think we should get them." Surprisingly mom agreed immediately, mentioning that it would be nice to enjoy the hot sun this afternoon with new comfortable furniture also.

We packed everything into the SUV and headed home. For some reason mom asked me to drive saying that she just wanted to relax instead of driving. She was just staring out the window not saying anything, so I asked her if something was on her mind. She didn't say anything for a moment, as if she was thinking about whether she should say anything at all.

"It's nothing really, I just feel like I've been in a bit of a rut lately, and watching you getting ready for college and starting your adult life makes me feel kind of ancient if you want to know the truth. Lots of changes going on in your life and mine is pretty much the same old thing, maybe I'm just kind of jealous. I missed a lot of that stuff because of getting pregnant so young, and as happy and proud as I am to see you grow into the fine young man you've become, I can't help feeling like life is passing me by." I understood where mom was coming from, having watched her become more and more down in the last eight years. She wasn't as vibrant as she used to be for sure, but she had just turned 37, so she had plenty of time left.

"It's not like I'm going anywhere really mom, I'll be hanging around for at least another four years. Plus I don't like this talk about how old you're feeling. Remember what Grandpa used to say, 'you're only as old as you feel,' and it seems he's feeling pretty good with his new girlfriend down in Florida. He got back into the dating game pretty quick after Grandmother passed, you could date more than you do."

"Well I can't say I have not thought about dating more now and then, but the dates I do go on don't seem to go anywhere, maybe I'm just expecting a bit too much, or maybe I'm so out of practice I forget how to date. I don't think you'll understand, it's different for men." she replied as I pulled up to the house and backed into the driveway so I could unload the stuff we had bought.

After I had hauled in the groceries and mom started putting things away I went back outside and took care of the pool chores and got the new furniture arranged. Mom called me for lunch and by then it was pretty hot out and I had worked up a good sweat.

As we ate our sandwiches I told mom I was going to head out back for a swim right after lunch, and laze by the pool all afternoon.

"That sounds like a plan, I think I may join you." she sounded a lot more positive than she did on the drive home, which made me feel good also. "Maybe I will wear one of the new suits I bought and you can tell me what you think. You have to promise not to laugh though, they are a lot different than what I usually wear, and I hope I didn't waste my money." She had a big smile on her face as she said this so I took it as a joke.

"You bought more than one?" I said, somewhat surprised.

Mom giggled, "I actually bought three if you want to know the truth, and the discount got better the more you bought, so instead of deciding I just bought the three I liked."

I stacked my dishes before getting up and going upstairs to change. I stripped naked in my room and stood under my shower for a couple of moments to wash the sweat off. I couldn't decide what to wear. Usually I had a pair of baggies that went down to my knees, all the guys wore these types nowadays, except the guys on the school swim team. I had planned to wear my cutoffs but that was before mom had decided to join me for the afternoon beside the pool.

I dug around in my drawer and finally found the pair I had bought when I had tried out for the swim team in my junior year in high school. It wasn't one of those real tiny Speedo's I'd seen a few guys at the beach wear, I had to get something a little more substantial to contain my cock, however they afforded a good presentation factor so I slipped them on and adjusted them several times to get the right look. Unfortunately, I had become somewhat excited when I heard mom come up the stairs and enter her bedroom, I was thinking about her in the bikini she was holding in front of her earlier today. That, along with the idea of prancing around in front of her in my Speedo like suit ended up giving me a boner. So for the second time today I quickly jacked off so I would have more control around mom.
I got down to the pool long before mom, and had time to test the water chemical content, and swim a few laps. I was just hanging on the side of the pool when I heard mom come out the patio door. She had a new wrap over her shoulders which covered her entire upper torso. She was also wearing shoes, not deck shoes which was usual, but very casual high heels, which I had never seen or noticed before. They were just sandals with high heels I decided, so maybe she just bought those also. She walked over towards me and stopped about ten feet from the edge of the pool.

"Well what do you think," she said as she turned showing me the back of the wrap.

I was looking up from the pool so I was able to catch a glimpse under the wrap of the bottom of the new suit, but could not tell if it was a bikini or a one piece. "That's a lovely wrap mom, and the sandals are a nice touch, but I thought you were going to show me your new suit."

"I'm just a bit shy, so you have to promise not to laugh or anything, this is a really big step for me you know." She raised her hand up and pulled the bow that fastened the wrap at her side. She wasn't looking at me any longer, probably because she didn't want to see my reaction directly. She reached around with her other hand and grabbed the material and unwrapped the garment, exposing her near naked body to me. Now I had seen skimpier bikinis in some magazines, like Maxim, on super models, but this was completely beyond my expectations of something I had ever hoped to see my own mother wear. She just stood there with her arms extended sideways out from her body, with the wrap still hanging on her shoulders, staring straight ahead.

I truly didn't know what to say, she looked sexier than I had ever seen her before, I really had no idea how hot my mother's body was until now. I knew she was in great shape, but even in her old one piece her tits seemed to be hidden away, held tightly against her chest, and therefore appeared a lot less full than they did in the bikini top. It's not like they were spilling out or anything like that, it's just that they appeared so big, but the firmness was causing them to maintain a nice round shape so the material seemed to cover her flesh without any strain.

The front of the panty part was exquisite. They were cut so the sides appeared to be hanging from the top of her hip bones, allowing the flesh on the sides of her hips and upper thighs full exposure. The waistband was VEE shaped, dipping down several inches from the side band which just drew your focus to her pelvic mound. The bottom of the leg bands dropped at basically the same angle as the VEE.

Just as I finished taking that all in, mom shrugged her shoulders and the wrap fell off, which she caught and tossed onto the new lounge. "You haven't said anything, do I truly look that ridiculous?" she said with all seriousness.

That broke the spell I was under and I quickly replied, "It's not bad at all mom, in fact it looks fantastic on you, it blows me away that you would ever think it wouldn't look good or suit you. I know you're my mom and all, but I have to tell you that you just look downright hot, there is no other way to express it." I could feel the blood rushing to my cock and stretching the material of my suit, I didn't care though. Mom was looking straight at me now, and I was waiting to see her reaction to me calling her hot.

"Really," she exclaimed with a smile appearing on her face, "nobody has told me I was hot since your father was trying to get into my pants in high school. Would you like to see the back?" she asked.

Without waiting for a reply she slowly turned and I thought I had died and gone to heaven. There was not a whole lot to the back, the panty was a thong, and the strip of light blue material was barely visible between the full cheeks of her sweet ass. The waistband dropped a bit at the back like the front, but not as deeply. Her back was beautiful, I particularly liked the two dimples in the small of her back just below her thin waist. I whistled, which caused her to turn her head and look over her shoulder and smile at me. "I thought you might like that, you men are all the same," she turned and faced me again and brought her hands up and adjusted her tits in the cups of the bikini bra, which looked like they may be just a bit too small for 38 double D's. It appeared like she did this without thinking because all of a sudden she seemed to remember I was watching her, and although she stopped and dropped her hands to her sides, she had a smile on her face as she looked down at me, a smile like I had never seen before on my mom, kind of mischievous if you know what I mean.

I really didn't know how to respond, although my cock certainly did. I was glad I was along the edge of the pool because mom couldn't see me reach down and pull the leg hole of my swimsuit open so my cock could poke out. I guess I should have worn the baggy suit after all. I would now have to stay in the pool until I my cock got softer.

Finally I asked the question, "What's gotten into you mom? I've never seen you wear anything like this before, and it's like you have a whole new attitude."

She just continued to look at me as she replied, "Oh I don't know Billy, it's been a number of small things that have happened lately that made me realize it needed to change and that I didn't have to look any further than myself to make that change happen. It's like I've been waiting for the last eight years since your father left us for something to happen, and I was tired of waiting. We can talk about it later. I'm sorry if this is making you feel weird or anything like that."

My cock felt harder than it had ever felt before, which was weird, but a really good weird, I thought. "Trust me mom, you have absolutely nothing to apologize for. So are you going to come in for a swim or just hang out."

"I'm just going to lounge here for a few minutes and catch a few rays before getting wet, the warm sun feels so good on my skin." she said and turned to started arranging the lounge and table. I stood there and watched her closely as she bent over, almost u*********s that she was wearing a thong, to straighten the cushions, before turning and lying down. Once she got settled she looked at me again, looking surprised that I was still there staring at her. She smiled that mischievous smile again, like she knew I had been checking her out. "Are you okay Billy, I thought you were getting out?"

I wondered if she had guessed she had made me hard and was embarrassed to get out. My experience was that moms were pretty good at figuring things out. I had to come out of my daze again before responding. "I thought I'd do a few more laps first," I said before turning and pushing off from the side and swimming up and down the side of the pool, close enough so I was sure my mom couldn't see me and hard enough so I had to concentrate on my swimming and ended up doing a lot of laps before my cock had softened and was manageable again.

I stood by the ladder and adjusted my package before climbing out of the pool. Mom was lying on her back, with sunglasses on so I couldn't tell if she was looking my way or not. I was at the opposite end of the pool so I couldn't see her too well, and as I climbed up the ladder and looked down to make sure I was decent, I knew she would just be able to see my back. Once out I walked over to where I left my towel and picked it up and started drying my hair off as I walked towards my mom and the area of the pool where she was sitting.

After I was finished with the towel I threw it on the back of a chair and finally looked at my mom. She had sat up a bit and lifted her sunglasses from her face, as she stared at me, her mouth hanging open a bit. At first I thought my cock might have be viable but soon felt it tucked under my scrotum and wrapped between my legs. I did know that it would start getting stiff again if I stood there looking down at my mom and her magnificent body. I decided I should sit down fast before my dick started acting on its own.

I knew mom had been staring at my package, and she had to be impressed, just by the way she had lifted her sunglasses to get a better look. I couldn't resist making her verbalize the fact that she had reacted, just like I had reacted to her in her bikini, and had even told her I thought she was sexy. "Is there something wrong mom?" I asked as I looked over my shoulder at her and watched as she lowered the sunglasses and laid her head back, even though she was still looking at me.

"Nothing's wrong Billy, it's just that you have not worn a swimsuit like that since you tried out for the swim team, what's the deal?" she smiled knowingly. It's almost like she knew I wanted her to say something, like she had to earlier this morning when she glimpsed my cock poking out of my shorts.

"It's just that the baggie shorts aren't very good for lying in the sun, they take a long time to dry and get uncomfortable when they are damp." I didn't mention that the speed type got pretty uncomfortable when a guy's dick got hard. I swung my legs up and lay back as I said this, and moved my head to the side and looked at my mom. "The sun feels real good too, and now my legs will get a better tan." I closed my eyes and let the heat engulf my body.

We laid there for a few moments enjoying the sun. I was about to get up and move the new table and umbrella closer to us to help deflect some of the sun when mom suddenly sat up. "We have to be careful Billy, this is our first time out in the sun and we don't want to get burned. I'm going to go and get some drinks before having a swim, why don't you set the umbrella up. What would you like to drink?" she asked while she stood up, which was when my eyes finally adjusted to the sun and I looked up at mom as she moved towards the house. "As long as it's cold I don't care, get me whatever you're having, and can you grab my sunglasses too, they're by the back door" I replied as I swung my legs to the side to stand up.

I got busy setting the stuff up and didn't really notice that mom had come back until she had set the tray of glasses and pitcher of lemonade on the table. There was also some sun screen and tanning lotion on the tray. She slipped off her high heels and told me she was going for a dip. I grabbed the spray on sun screen and covered as much as my body as I could and poured myself a drink and put my sunglasses on which certainly made it easier to watch as my mom went to the shallow end of the pool and slipped into the water. She walked deeper until the water was up to the bottom of her boobs before she stopped and looked at me watching her. She had pinned her hair up so it would get as wet. She smiled at me again, as if she knew I was checking out her tits as the pool water splashed under them. Of course she was right. After a few seconds she pushed forward and started swimming towards the deeper water, keeping her head up as much as she could so her hair would not get soaked.

Mom was in good shape physically, as they had a gym at her office which she took advantage of on a regular basis. I wasn't surprised as she did several effortless apps, always keeping her head up and out of the water to keep her hair as dry as possible. I laid there watching her thinking about the events so far today. I reached over and took a sip of my lemonade and realized it also included some alcohol, probably vodka, which surprised me. Mom had an occasional drink, but mostly wine at dinner once or twice a week. Although I was u******e, she would allow me a glass too since I turned 18, plus she knew that I occasionally drank on weekends with friends or at parties.

As I thought about that mom decided she'd had enough and started rising from the pool the same way she had entered, through the shallow end. I watched her as she slowly emerged from the water and could not help but feel the heat growing in my mind and my body. She was even more beautiful now than when I first saw her in that bikini less than an hour ago. Although she had no tan to speak of, her skin was on the dark side and the water made in glisten in the sunlight. Again, as she came out she had to adjust her boobs in the bra of the bikini. This time however the water and the wet material made it more necessary as I am sure I noticed the edge of one of her aureole's exposing itself just before her hand blocked the view. She had stopped and pulled the left cup away from her skin as her right hand reached in, grabbed a mitt full of tit flesh, pulled it up into the bra cup, and then repeated the same exercise for her right boob. The only difference is that this time she watched me staring at her and it seemed like she was not in the least bit inhibited about my observing her.

She walked towards me and her lounge chair with a huge smile on her face. I couldn't help but stare as her breasts lightly bounced on her chest because of the walking motion. I was sure I could see the outline of her nipple and aureole through the light blue material of her bikini, but it could just me my imagination, or wishful thinking. What I could also feel was the blood starting to engorge my penis which meant that I would soon be feeling uncomfortable if something didn't happen to keep my mind from keeping my thoughts in check.

She had a towel and was patting herself off now, so I reached over and took a sip from my glass and poured her one from the pitcher. "I didn't expect the drinks to be loaded with vodka," I commented.

"It's like I said earlier Billy, I'm tired of waiting, so from now on I am going to take control and make things happen. I thought the drinks might be a good way to celebrate my new attitude." She reached over and took a drink from the glass I had just poured her and sat on her lounge. "I don't know how much longer we should stay out in this hot sun without protection."

"I've got screen on already, did you want some, or you could just get under the shade from the umbrella?" I asked.

"Maybe I should put some on," she said reaching over and picking up a bottle of the cream type. She looked at it a moment as if thinking whether she should open it or not. Suddenly, with a very quiet tone in her voice, she handed the bottle to me and asked if I could put some on her back. She got up, turned her back towards me and sat down again on the edge of my lounge. I didn't have any choice so I moved back and sat up somewhat, and dripped lotion on each shoulder and started smearing it into her upper back. God her skin was so smooth and warm, I again felt my cock rising to the occasion, and was glad mom was not able to see my discomfort growing.

I heard her moan softly, "Oh that feels so good Billy, just rub a bit harder and do my lower back too." I had kind of got caught up in the moment and had pretty much covered her complete upper back without thinking about going any further. I continued though, giving her shoulders a bit of a massage before picking up the bottle to do her lower back. With her sitting so close though it was pretty awkward so I asked her to lay face down on her lounge so it would be easier, plus I could give her a bit of a massage too. She agreed and I was soon looking down at her lovely back and almost bare ass wondering if this was going to go any further. My cock was almost out of control, still wrapped under my sack down between my legs pointing backwards, but filling with blood and pressing hard against the tight material of my suit. My suit had dried in the hot sun and heat now and therefore had a little more give in it, so it didn't feel like I needed to release it like I did in the water. The tension actually felt kind of good is some ways even, although it was uncomfortable.

"Well," mom said, "are you just going to stand there all day staring at my ass?"

"Fuck" I thought, I must have gaped out, I wonder how long I had stood there doing nothing. Plus, my normally conservative mom had actually called me out for staring at her ass; I wasn't counting on that, even though I was okay with fulfilling my fantasy forcing her to check out my cock. I looked down and saw that she had turned her head up to look at me smiling, and I was sure she was getting an eyeful of my dick as it strained against the material of my suit.

I was speechless again so I just sat on the edge of her lounge, with my thigh up tight against hers. She could have moved over a couple of inches to make more room but didn't, she just moved her leg around a bit causing friction against my skin. I squirted a dollop of lotion on her lower back and started smearing it across her back, up to the strap that held her top on. Mom just lay there as I rubbed the lotion in, and continued the mini-massage I had started earlier. Once that was covered I turned, squeezed some on the back of each calf and massaged it in. She raised each leg at the knee as I did that so I could get a good grip and knead her muscles fully. I slowly moved up past her knees to the back of her thighs, spreading more lotion of the soft skin as I felt her flesh respond to the rubbing. As I went it seemed that my massage was getting firmer and firmer. My cock was insisting for some relief from the discomfort also, and I had to do something about if before it became too painful. Except for letting it poke out the leg hole and down the inside of my thigh, there wasn't anything I could do except pull it out the top and point up towards my stomach. I needed to either get out of this suit or into the water soon though.

As I was thinking about this I decided I would excuse myself and go inside and get some relief. If I did it fast enough mom wouldn't be able to see my condition, although a part of me wanted her too. "Mom I have to go to the bathroom, I will back in a few minutes."

"You can finish first," she quickly replied, "there's just a bit more and my entire back will be done, then you can go." The only part not finished was her ass cheeks and her upper thighs. This could be my one and only chance I thought, so as I reached for the lotion bottle I pulled the leg of my suit open enough to allow my cock to find its way down the inside of my thigh giving immediate relief from my discomfort. It wasn't fully erect, but with its size the release felt awesome. I could feel a little wet drop of pre-cum on my thigh that had oozed out.

I turned and held my opposite leg between mom and my exposed dick, so if she turned she could not see it in its current position. In my fantasy about exposing myself to my mother, it was important that everything was casual and I didn't want her to think my exhibitionism was contrived, just an accidental exposure like this morning. It didn't matter though because I was so excited about rubbing lotion on mom's ass my earlier fantasy was not my current priority.

I squeezed a couple of drops on each cheek and looked at them sitting on top of the jiggling flesh. I reached down with both hands and just used my fingertips on both sides at once, spreading it in circles as I worked slowly down to her upper thighs and where I had stopped applying earlier. As I moved my hands back up I pressed harder and pulled the flesh up at the same time. This caused her ass cheeks to separate and I could clearly see the thin blue thong material tucked tightly against her crack. When I reached the waistband to her bikini bottom I reversed the same motion pressing a bit harder than before until I was back to her thighs. This time I repositioned my hands slightly, which allowed my thumbs to slip down between her thighs. It was close to 90 degrees outside and I could still feel the heat radiating from her pussy as my thumbs moved up, and out to continue up her ass. Because of the position of my thumbs this time, I was able to pull her cheeks even further apart. I looked closely and could see the wrinkly skin around her butt hole expose itself on either side of the material. I was actually stretching her hole open a bit with the force of my massage.Mom moaned as my hands continued up her ass and stopped before doing another cycle. Her skin was glistening from the sun reflecting off the lotion. I wanted to keep on going, but in the back of my mind I knew I had to do something about my cock. It was free now, but the urgency had changed from getting it out of the overly tight material of my swimsuit to finding some release for the load of cum churning away in my balls, waiting for its escape. Again, I got caught up in my thoughts and forgot to move, causing mom to take notice.

"Are you done dear?" she asked, "that felt so good I wish you didn't have to go in, and could just keep rubbing the lotion into my skin." Mom didn't move, and my hands were still resting in the upper portion of her ass cheeks. I sat there thinking that there was no reason to move now, my cock was free from its confines and as long as I kept my hands off it there wasn't any fear of blowing my load accidentally. Besides, even at my horniest it usually took a long time to work myself up to an orgasm. I decided to stay, figuring that if mom was in the mood for me to keep running my hands all over her body, I had better take advantage of her new found attitude.

"I can keep going," I replied while I reached for the bottle of lotion. I decided to have a sip of my drink first and when mom heard the ice clink in my glass she asked me to pass hers over. I did, and she propped herself up on one elbow and turned slightly while drinking. She passed me back the glass and clearly had not had enough angle to see my hard cock pressed against the inside of my thigh. As I took her glass and turned to place it back on the table I felt mom roll around on the chase so she was now on her back.

"May as well do the front now, start with my feet, and we'll see how you do. Just keep doing the same light massage as last time, it made me feel so good and relaxed. Make sure you get all the places you missed from the back." She moved her legs apart a few inches, put her arms up over her head, kick her shoes off and waited while I turned towards her feet and got to it.

I continued stoking her smooth skin and kneading the muscles and flesh of her firm body. My head was spinning I was so turned on. I kept trying to think about my next move and I finished with her lower legs and feet and moved on to her thighs. As I squeezed lotion onto the skin, I noticed that the area on the inside of her thighs had not gotten a lot of lotion when I worked it from the back. Remembering what mom had said I made sure my hands found their way down there as I rubbed the liquid in. Her thighs were fairly muscular so as I rubbed them I worked the muscles real hard, making sure she was getting all the tension out. I decided to get a little more brazen and lifted one leg up at the knee and pushed away, completely exposing the inside thigh all the way up to the crotch of the bikini.

Just like before I could feel the heat radiating from her pussy, mom was clearly enjoying her massage as much as I was. I didn't want to ruin it though and was very careful about not getting too close to her crotch, I did have a good look at it though and was impressed that I couldn't see any sign of pussy hair coming out the sides. When I had that covered I continued above her bikini and squirted lotion across her belly, in the space between the top of the bikini panty and her tight little belly button. She giggled and told me it tickled as I drew a line across her before starting to rub it in. Her stomach was flat and firm to the touch and as smooth as her ass was. I lightly drew my hands across the top and down the sides, feeling the shape of her thin waist in comparison to her hips and the upward flair of her rib cage.

Mom's arms were still above her head which caused the bra of her suit to pull up hard, allowing an inch or so of her breasts to show where they met her chest. The skin right there was a bit whiter than her stomach, so it was very noticeable to me. I would not be able to see it if her arms were by her side. Again, just like when I was real close to her pussy, I made sure I didn't get to close and ended this sooner than it should. I moved my hands down her sides and then down to her hips and back up again in a circular motion several times, watching the rise and fall of her chest, and tits, as she became more relaxed.

Finally the lotion was pretty much spread as far as I could make it last. I stopped waiting for something to happen, just sitting there staring at my mother's luscious body. It suddenly occurred to me that mom could just as easily be eyeballing me looking at her, I couldn't even tell if her eyes were open or not.

"What did you stop for Billy, that felt so good?" she asked in a very dreamy voice.

"I just thought you would be doing the rest yourself, you know," I replied, thinking that splashing lotion on the top part of her tits and rubbing it in may be just a little too much. What happened next completely took me by surprise, although I should have seen it coming. In my own defense my head was pretty muddled, the blood had definitely gone from my brain to my cock and my mother was behaving in a manner I had never experienced before.

"Not a chance mister, you're finishing what you started." she had propped herself up again on her elbows but her head was tilted way up as she looked at me. It took me second or two to clue into the fact that if she looked she would be able to see my erection dead on. By then it was too late, I was looking at her face as her head turned towards my cock and her mouth fell open. I couldn't move or say anything, it all happened so fast I just sat there frozen to the spot. I thought about jumping up and running to the house but I couldn't move. I really didn't know what to do.

After what seemed like a really long time but was only a few seconds in reality, my mother spoke, "I see I wasn't the only one getting turned on by your massage," she said followed by a really weak laugh. I couldn't believe that she wasn't yelling at me and calling me a perv for getting turned on by my own mother. "I guess I got a little carried away. Is that why you wanted to go in earlier, because you had a hard on? Don't worry about it Billy, I guess I shouldn't be surprised seeing how I let you rub that lotion all over my body. It made me feel real good too. I can see how good it made you feel."

I just sat there staring at her, her voice seemed far away somehow, but she was right beside me. I still couldn't move, and I remember thinking that my cock was still fully erect, so even my own mom catching me getting turned on by her was not enough to make the excitement go away. Everything happened so fast but still seemed to be going real slow. Mom still had a smile on her face so I knew she wasn't pissed, I just couldn't figure that out in my head, why didn't she think I was a pervert and call me one.

All this happened in a matter of seconds I think. Mom spotting my hard-on and all these thoughts going through my head could not have been more than 60 seconds. I followed mom's gaze to my thigh, and my giant hard-on. About seven inches of hard thick meat was exposed to her. I moved my hand towards it, and even though I had originally intended to do something like cover it and stand up, what I really did was hook my finger in the leg of my swimsuit and pull up. This exposed another inch and a half of my cock plus it relieved the pressure where the material of the suit had been cutting into the cock, which had become somewhat uncomfortable.

I think I was more surprised by my action than mom was, I had really intended on leaving, but had adjusted myself instead, like this was just a normal thing to do. When I looked back at my mom she still had a smile on her face, it was just bigger now.

"That is one huge cock you have there Billy," she said turning her head towards me. Her face was a little flushed now, I think with excitement. "I had no idea you had grown that much in the last couple of years. If fact, I've only seen one other that even came close to being that big. I guess it's good to know your old mom can still get a reaction from a young stud like you." She pushed herself up now, so she was seated right up, which brought her closer to me. I was looking her right in the eye now and what I saw was something I had never seen before, although I didn't know until later that it was the look of lust.

Mom's Secret

"Listen Billy," she said, although I could barely hear her she was whispering so softly."I have a secret to tell you." I don't know what it was, just something in her voice I guess, but it got my full attention and filled me with anticipation, like I wanted to hear her secret more than anything. "When I was about your age I went swimming one day out at the swimming hole on your grandparent's farm, you know the place. It was really hot out just like today and I just had to go in the water to cool off. There was no one else around so I decided to go in the water naked, you know, skinny dipping. I took off all my clothes and laid them on the grass and went in.

"It wasn't my first time swimming naked, I had done it the summer before with your father and some of the other k**s from high school, but this was the first time since I had gotten pregnant and had you. It felt great, the cool water on my skin and the fresh air. I swam around for awhile and decided to get out and enjoy a bit of the sun, just like today. That felt great too, the hot sun on my skin and a light breeze had come up and that helped cool off my body. I just stood there and allowed the wind and the sun to dry the water off my skin. Suddenly I noticed movement out of the corner of my eye and looked over and saw my father walking towards me. I didn't know what to do, I didn't know if he had even seen me. I knew there wasn't enough time to get my clothes back on so I just ran to the water and jumped in. By the time I had surfaced and shook the water from my face and eyes, my father was standing on the edge of the swimming hole."

" "Looks like the water is really cool sweetheart, does it feel good?" I wasn't embarrassed at all because I figured he wasn't close enough to see me naked, and now that I was in the water he couldn't see my nakedness at all. I told him it felt great. "Well if you don't mind, I think I will join you." he said and pulled his shirt over his head. Before he had it off I told him I was sorry but I had come down here without a suit and didn't want to get my dress wet so I was skinny dipping. I thought he may give me a lecture about being naked but he didn't, he just smiled and said, "Don't worry about it sweetheart, I don't have a suit either so we will both be naked." Before I knew it he had his shoes off and was pushing his jeans down, underwear and all. Up to that time the only men I had seen naked was your father, and a few of the other guys from the school, when we had been skinny dipping the previous summer. This was the first time I had seen my father completely naked, and the only part of him that I could look at was his cock. You see son, your father had an average sized cock at best, and even when it was hard it was smaller than my own father's was soft, and not nearly as thick. Dad knew I was looking at him and he looked down at me and smiled. He reached down and grabbed his manhood and started to shake it and pull it and rub it a bit. He acted like it was the most natural thing in the world, just a father rubbing his cock in front of his daughter, no big deal. After a few minutes of that he just stopped and dove in, doing a circle around the pond under water before surfacing right behind me."

Mom's story had me captivated, I didn't move a muscle as she continued. "I was standing there in the water, up to my neck when he started whispering in my ear, real quiet like I am now." First he told me that the water felt great, that going for a swim was a great idea. I had been nervous a bit, being in the water naked with my father and all, but the more he spoke the more relaxed I got. After a few words about the hot weather and stuff he told me that ever since you had been born that he had been keeping an eye on me. At first I thought her meant that to mean making sure I wasn't getting into trouble again. It soon became clear he was a little more literal in his meaning.

"Suddenly I felt his hands on my waist just resting there really. He had moved a bit closer also because I could feel his breath in my ear as he spoke. He told me he had been keeping an eye on me since you were born because he had watched me turn into a woman. He said clearly giving birth was the most womanly act there was, but he was talking about the after effects were really what he was talking about. Then he went on to talk about my breasts, how much they had grown with the pregnancy and now the breastfeeding. His hands moved up my waist as he was talking about my breasts and reached around the front and cupped them, his big thumbs rubbing my nipples.

"I just stood there frozen, feeling all kinds of emotions, but one I wasn't feeling was scared. I loved my daddy and knew he wouldn't hurt me, plus his thumbs on my nipples felt real good. He told me he had watched me breastfeeding you and that it made him feel good too, watching me nurture you just as a woman should. What he didn't know, but I think he may have suspected, is that the whole experience of breastfeeding made me feel emotionally and physically very good. He pulled me back towards him and it was then that I felt his cock rub against my backside. I jumped a bit at first, surprised by the touch there, but daddy just kept on talking, which continued to relax me." Mom was leaning further forward now, bringing her closer to me. I could smell the lotion mostly still, but I could also smell that she was turned on. It was then that I noticed that one of mom's hands was on the front of her bikini bottom, gently moving back in forth. Her story was turning me on also, my cock was throbbing and I wanted to reach down and grab it and jack it off.

Mom continued her story. "You can only imagine how I felt Billy, on one hand my own father was pressing his thick hard cock against my ass, rubbing my nipples making them big and hard, and whispering in my ear how much he loved me becoming a woman and was so happy that he was able to enjoy this time with me. Suddenly I felt my breast milk leaking out of my nipples. This was the first time this had happened by stimulation of this kind, before it had only been you nursing me, or when I had to express milk myself, like for when I was away and your grandmother would feed you. This was completely different though, it was like my nipples were attached directly to my clit. God it felt so good, plus no other man had touched me since I had told my parents I was pregnant, not even your father. My parents virtually had me under house arrest at the farm."

I must of looked real stupid sitting there with my mouth hanging open, but I didn't know how to react, least of all know what to say. "Do you know why I am telling you this story Billy?" mom asked after getting my attention. I shook my head no, still not being able to speak. "I'm telling you for a number of reasons, but most of all I'm telling you so you know that it's okay sometimes for parents to have a sexual encounter with their offspring. We are both consenting adults here, and I can see from that hard-on you got rubbing oil on me, and the bulges I've seen in your pants and shorts lately, that I am having a sexual affect on you. When I saw that cock of yours this morning I made up my mind that if you were agreeable we could go further than just dreaming and masturbating about each other." She reached over and ran her fingers along the side of my hard cock. I almost came from this brief caress, my cock was now aching for relief and as I sat there listening to the story about her dad, I was mesmerized. All this built up lust; both physical and emotional eventually took their toll on me. I had fantasized about this moment, except it was real this time, and I was just sitting here doing nothing. In the split second it took me to have that thought I made a decision.

Just like in my fantasy, I took control. I surprised my mom by standing up and turning towards her. She was looking up at me waiting to see what I was going to do next. I smiled, reached down and put my thumbs under the waist band of my suit, and pushed it down to my ankles. My cock was free and it felt great, such a simple thing really but it empowered me even more. When I straightened back up my cock felt harder than it had ever felt before, sticking out in front of me. I was so physically pent up I thought twice about grabbing it, in case I lost control and spewed my sackful of cum all over my mother. She was sitting there staring at my cock, her mouth slightly open, waiting for my next move.

"Do you like my cock mom, is it bigger than any you've ever seen?" I asked in a somewhat demented voice. "I've been dreaming about this mom, and I have to tell you reality is better than the dream. I planned this all mom, not exactly mind you, but my plan was to get you to see my cock, and then to get you to worship my cock, lick it, kiss it, jack it off, fuck it with your hot cunt and even take it up your tight little asshole. Do you think you could do all that mom, do you think you could take my cock into your ass?" I didn't wait for a reply, I just stepped forward and shoved my cock right into her face. From that first touch it took less than 30 seconds before I was spewing a huge load of cum down my mother's throat. She grabbed my hard tool with both hands, sliding them up and down and at the same time squeezing time. She was still sitting so from her perspective it was easy to hold my cock up and drag her tongue up the underside, from my sack to the helmet.

She did just that and when she got to the top, she brought her mouth around and silently slipped the head of my cock into her mouth, closing it over the glans and swirling her tongue in all directions. I didn't even feel it build up, my cock had been primed for hours so it was no surprise when I felt the hot fluid release itself from me and blast into her mouth. After the initial spurt they just kept coming until she couldn't keep up anymore and it started leaking out the corners of her mouth. I grabbed my cock and started milking it, pumping it to get every last drop and prolonging the best climax of my life.

Mom pulled her head away and looked up at me smiling, her mouth slightly open so I could see all the cum just sitting in there and all over her chin. She pursed her lips and squeezed some of the fluid out, allowing it to roll down her chin and into the cleavage of her tits. She closed her mouth and gulped the remaining semen down her throat, opening her mouth when she was done to show me it was empty. I couldn't help myself at this point, I totally lost control. Up to this point I had been non-aggressive; although I had actually planned and fantasized this encounter, I had been passive in letting it evolve on its own. Plus, as my mother had stated, she came to her decision to allow this to happen on her own. I can only tell this part of the story because as I look back I can take the role of the narrator. But when it actually happened, after I had filled my mom's stomach with my cum, I lost it. None of what followed was planned, or even dreamed about, it just happened as the result of all the events leading up to this moment.

I reached my hand around the back of her head and grabbed a handful of her long dark hair, I didn't pull it, I just held it firmly so she wouldn't be able to move her head. I still had a hold on my cock, which was still mostly hard and pressed it firmly against the side of her face. I'd seen this several times on porn movies on-line and although it turned me on to watch I had never really thought about doing it. I started slapping her face with my cock, not real hard at first, but as the hardness returned to it, the slaps got harder. Mom didn't say anything, she still had that same look of contentment on her face as she did a few minutes ago before she swallowed my load.

"Okay mom, you seemed to have enjoyed that as much as I did. Trust me, there is a lot more cum where that came from and I plan to fill every hole on you I can. Did you like the taste of my cum, you had better because it's about to become one of your major sources of protein." I had this overpowering desire to control her, to make her do whatever I wanted. I wanted depravity from my own mother, for her to take on a role that was completely foreign to our relationship as parent and off spring. I wanted her to be my very own slut, to use in any manner I saw fit. "Tell me how you feel about my cock mom. You were telling me about your own father's cock earlier, did he fuck you with it? Did you let your own father shove his cock into you?"

"It wasn't like that," she replied, "he was my father and our relationship until that point had been fairly rigid. He was the dominant person in our house, very traditional, and strict, especially before I got pregnant with you. We didn't fuck that first time, he just played with my tits and sucked the milk out of them, I grabbed his cock and jerked him off. He felt guilty right after, but he was over that by the next day. I can tell you the story about the day we fucked, it was just once, if you want."

"No, mom, didn't you hear me, I want you to tell me about my cock, was grandpa's as big as mine, you said my father's was average, how much smaller was it?" All the time I was talking I was rubbing the end of my cock all over her face, smearing the cum leaking out the hole all over.

"Your cock is definitely bigger than my dad's was. I never thought I would feel anything like his again but when I saw yours hanging out the end of your shorts this morning I knew it would be bigger, and I am so glad I was right. I haven't fucked a lot of different men, but none of them compared to this, and now I can say that his doesn't compare to yours. I'm sure glad you inherited that big cock gene of his instead of your fathers less than average cock gene." Mom had sworn more times in that last statement than I had ever heard her say before in my entire life. In fact she had never said cock to me before, and I heard her say fuck maybe twice before. Her enthusiasm was growing as she started pushing her face into my cock now, making sure that not one square inch of her face was getting left out.

"Good, I want the first time I fuck you to be a unique experience. Now let's go inside, I will turn into a lobster if we wait too much longer." I pulled her hair up, causing her to climb to her feet, but it was almost immediately that I felt her hand clamp around my prick. She was so close now I felt I couldn't wait. I pulled her hair so her head was thrown back and lowered my mouth to hers. It was surreal as I felt her tongue touch mine and swirl around my mouth. We kissed for a long time, coming closer and closer until her tits were pressed against my chest as she held my hard cock against her stomach, sandwiched between our bodies. I thought I was going to blow another load of cum for a moment because it felt so good.

I pushed myself away and turned her towards the house and said "let's go," Suddenly my aggressive behavior had waned a bit, as I realized that I was about to fuck my own mother. All the time I had spent over the last few weeks trying to fulfill my fantasy of mom just seeing my cock has suddenly turned into this reality. Although I had often thought about seeing her naked, touching her body and even fucking her, the only fantasy I had ever done anything about was this one related to exhibitionism. I watched her ass sway gently back and forth as she walked in front of me into the house. The feeling growing inside right now was pretty primal, like any male a****l that was about to mount their female. I had seen it at my grandparent