It was one of those Friday nights with nothing to do. Jim had partied so much the previous weekend celebrating his 18th birthday that it left this weekend with little going on. He had the house to himself as his father was out of town and his mother was visiting her mother that night. He decided to call and see if his buddy Bill was doing anything. Jim had many friends but he had known Bill the longest as he lived close by and grown up together. Bill wasn't doing much either and Jim invited him to come over to play some video games.

After Bill came over, it seemed like old times when they were younger. During those long summers of their youth, they spent hours and evenings tapping the controllers with their eyes glued to the TV screen. After some small talk, they were sitting on the floor, resting their backs against his bed as their fingers flew across the controllers' buttons and toggles. They played continuously until almost three in the morning when Jim won the game.

The only interruption they had was an earlier phone call from Jim's mother telling her son that she was spending the night at her mother's house. Chloe was Jim's mother who worried too much about her only son. Her call to her son was not only to let him know that she wouldn't be home that night but to check up on him as well. Chloe had married at 17 and had Jim a few months after the marriage ceremony. Chloe loved her son so much and it was difficult for her to give her son some freedom during his teen years and still protect his well being. Jim was well aware of how his mother felt and he had to develop a hidden side in order to enjoy the normal teenage exploits. Bill knew how Jim's mother was and often in collusion with Jim to hide things from Chloe.

"Great game" said Jim with a yawn. "What do you want to do now? Another game?"

"I'm kinda gamed out" said Bill. "That was so much fun. We haven't played that game to the end in a long time. I'm still a little wired from the energy drinks so what do you want to do?"

"Well Bill...you in the mood to watch some porn?" said Jim "I found these new site with some hot vid's on it"

"Sure" smiled Bill. "You know me, I'm will always watch whether it's great or not."

Jim leaned over to the night stand and slid his laptop to the floor in front of them. He opened the screen top and pressed the power button. Jim stared at the bright blue flashing light and thought back for a second. How many years had they watched videos together and more? They had grown up together and part of that growing up experience was talking about sex, exploring sex, sharing porn, and jacking off together. They didn't do as often in high school as before but it was always pleasurable fun. The laptop booted up and his fingers tapped out the website for a library of free videos. They scanned the selection and began to watch a few. Some held their interests for complete viewing and some were watched only for a few minutes as the video was not to their personal liking. They found one video of amateur sisters making love to each other that really caught their interest.

Jim looked over to Bill and said, "I know it has been awhile since we've done this but I got to get naked watching this one." He stood up and began to remove his clothing. Jim's hard cock sprang out as he dropped his shorts and underwear.

Bill smiled and said, "I had the same idea. This vid is getting me really worked up. You know this is my favorite type of video." His clothes were quickly piled on the floor. The video continued as Jim sat with his legs crossed stroking his cock. Likewise Bill did the same.

"You think these are real sisters?" joked Jim.

"Probably not but the kinda look similar" smiled Bill. "I would really like to meet 2 sisters into this or any real people into family stuff, you know"

"Yeah., I know you love the fantasy." smiled his friend. "I'm a little dry here. Be back in a second with some lube." Jim got up and walked out of his room with his cock wagging side to side. Moments later he came back with a jar of Vaseline. After sitting back on the floor, he scooped out a glob then handed the jar to Bill. Soon the room filled with smacking sounds as the boys continued to jack off.

While the boys were finishing their video game, Chloe was driving on her way home. She wasn't sleeping well at her mothers and decided to just go home. Maybe she could get a few hours of sleep in her own bed. After pulling into the driveway, she quietly entered her house through the back door. She removed her shoes as she didn't want to wake up her son at 3 in the morning. As she silently passed through the dark house towards her bedroom she noticed the light through the half open door of her son's room. As she came closer down the hallway, she could hear 2 voices talking which she recognized as her son and his friend Bill. She was glad to hear that it was Bill in her son's room and not someone she didn't know or some girl. She was about to come in and tell them hello but she caught a glimpse of the boys then stepped back into the dark. She was in a bit of shock as she saw her son and his friend, naked and masturbating.

She was shocked at first then really wasn't surprised. She knew how teens were and she just assumed that her son was no different. She grew up with three brothers who jacked off all the time. This brought a flash of some pleasant sexual memories that she hadn't thought about in years. She had watched her brothers jack off on an occasion or so. Sometimes individually or sometimes they were doing it together. Chloe enjoyed watching them pump themselves and seeing the cum spurting from their cocks. She only watched a few times as her brothers considered her more of a pain than part of the fun. "Wow, she hadn't thought about those times in years!" she thought. Her mind came back to the current situation. "Had they seen or heard her?" She edged from the darkness and peered through the narrow opening where the door hinged to the frame. She could see them still pumping their cocks with their eyes glued to the laptop screen. "Porn" she supposed "and they hadn't noticed her". Her second thought was that she shouldn't be watching her son have this sort of fun but then she thought, "I'm such a slut sometimes" Quietly she drew her eye closer to the opening and could hear the conversation clearly as well.

"I wish they had more real family stuff and not the fake crap" sighed Bill.

Jim laughed, "Dream on pal. If you or I were getting it on with incest, we would be keeping this on the QT. Certainly not placing our videos on the net, Utube, or MySpace."

"I suppose the really good stuff isn't there but I have seen some stuff that looks real", said Bill. "Maybe they were stolen or something and put on the net? Any mother son stuff on that list?"

Jim scrolled through the video listing and found one then activated the video viewer. "Let's see if this is worth watching" he said. "Oh man, so far so good! This is your favorite kind, isn't it? Ever thought about doing it with your mother?"

"Yeah this is a good one" said Bill slightly out of breath and he pumped his hand faster. "This is my fav. You know Jim, I have thought about it but my mom ... I don't find her that attractive... Not enough to where I would pursue it but maybe if the opportunity came about. I don't really know. Your mom is a different story. I'd do it with her in a heartbeat. I know that thought has come across your mind."

Jim thought for a moment. He hadn't reflected on it often but his mother was very attractive. She was still young looking for 36, short blond hair, pale blue eyes, and thin build. His mother hadn't aged that much from the pictures he had seen of her in her teens. He had thought of doing his mom many times and often jacked off over the thought of it. He even had found a nude pic of his mother which he kept hidden for his own pleasure. "Yeah Bill, I know you have the hots for her. She is very pretty and I wouldn't turn down the opportunity either if it ever would come about. Not much a chance of that. She is very open minded but she is into my father and that's about it."

"Your mom is so cool" smiled Bill, "And so hot"

Chloe couldn't believe what she was hearing! She always thought that Bill was sweet on her but she never thought that her own son would want her sexually. She was very surprised but not mad or offended. It was incest but she wasn't upset over her son's thoughts. She had watched her brothers do stuff but considered it playful fun, not incest. "Maybe it was" she thought as she continued to watch the boys jack off. Then she thought, "What am I doing now"? She was enjoying peeking on her nude son and his best friend play with themselves while they watched incest porn. Perhaps she was more open minded than her son or even she had thought. She certainly had more sexual interests than just being with her husband. As she peered through the crack, she saw how her son had matured over the years. He was lean and hard muscled from sports with a nice cock that girls would enjoy. Bill shifted his position and stretched his legs straight out. Chloe had to hide her gasp as she got her first really good look at Jim's friend. He had to be eight inches and thick. She had never seen a cock that big in person, only in porn. "What would it be like to have my hands wrapped around or more?" she thought. "Wouldn't Jim's friend be surprised if I granted him his wish?" she mused.

Then Chloe got another surprise. Her son's free hand moved over to Bill's cock then wrapped his fingers around it. Bill rested his hands behind his head and leaned back slightly as his best friend began to pump his cock. Chloe just stared at her son who was stroking his cock with his right hand and his friend's with his left hand. She wondered if her son was gay or bi or what? She had never thought about her son being that way or was this some playful sex fun that guys did? Chloe begin to realize how turned on and wet she was getting. One of her fantasies was to watch two guys together and on occasion had rented some gay guy porn movies when her husband was out of town. Butto watch her son jack off his friend, wow, that was too much! Jim began to pump his friend's cock faster as Bill leaned his back and let out a moan. Ropes of white cum shot into the air and oozed on her son's pumping fist. It was very quiet for a moment except for the sounds of sticky cum on Bill's stroked cock. Bill smiled and chuckled then mumbled something about how good it felt. Jim released his friend's shrinking cock and wiped his hand along his leg a few times.

Chloe leaned a bit too far over to see through the opening at the door jam and began to lose her balance. Quietly she tried to regain her balance but she was still falling over. It seemed as if the next few events were happening in slow motion. Chloe fell against the door causing it to swing wide open and she fell softly to the floor next to Bill. Her eyes were closed but she could the sounds of "Aw Mom!" and "Holy Shit!" clearly. She fluttered her eyes open to see the astonished looks on her son's and his friend's faces. Then she saw Bill's red face, his naked body as stood up, scooping up his clothes, and running out of the room. Chloe could hear his loud steps as he beat a hasty retreat down the hallway then she heard the back door banging shut.

Chloe looked over to red faced son and smiled. "I guess I should have knocked."

Jim didn't know what to say for a long time as he kept his hands covering his shrunken cock. Finally he sheepishly said, "I guess I'm in big trouble. I can't believe this is happening. Mom, I am so sorry."

Chloe sat up next to her son and put her arm across her son's naked muscular shoulders and gave him a quick hug. "Why would you think you are in trouble?"

"Well duh, mom" snickered her son who then corrected himself, " I mean, you caught me....us."

"Jim" said his mother consolingly, "I know how young men are. I grew up with three brothers you know. Guys, your age, wack off all the time and often. We haven't discussed this before but I imagine that you do this a lot and have been for some time. I am OK with it. Masturbation is a pretty natural thing for people. Everyone does it so why would I be upset? I can only assume that you have been very private about it until now."

"Well yeah mom" said her son. "I thought you were going to be back in the morning. I usually have my door closed and locked."

"My fault" said his mother. "I couldn't sleep at my mother's and since I was going to leave in the morning, I just left earlier and thought no big deal. I didn't call as I thought you would be asleep. I didn't want to disturb you but figured you wouldn't answer the phone if you were asleep anyway."

"I guess you were surprised." Jim said quietly.

"Yes" smiled Chloe, "I was. Kind of a pleasant surprise now that I think of it" Her son looked puzzled. "I do have to ask a question. Are you gay or bi?"

Jim look surprised and asked, "Why would ask that? I 'm straight."

Chloe looked puzzled now. "Well, I saw what you did with Bill and was wondering."

Jim chuckled, "Mom! That was just buddy fun. Got nothing to do with being bi or gay."

Chloe shook her head slightly, "It was in my day but I guess it's different now. So jacking your friend off is fun between friends. Nothing more to it?" Her son slowly nodded his head in affirmation. "Have you two ever done more than that?"

Jim was slow to respond but said, "Sorta... but it was some time ago. We tried blowing each other. It felt good but we were uncomfortable with it later on so.....That is all. Never did more than that..... Honest Mom."

Chloe smiled at her son, "It's OK Jim. Everyone experiments at some point in their life. Well, I'm sorry to have embarrassed you and Bill. He didn't have to leave like that. I hope he puts something on before running down the street."

Jim laughed and said, "That would look funny even at this time in the morning."

Chloe shared in the humor and the thought of Bill streaking the neighborhood. "I guess you can explain things when you see him next. I don't want him to feel unwelcome or uncomfortable here."

"I'll probably get a phone call from him. He is scared but he'll get over it." Jim said.

Chloe yawned and patted her son on naked thigh. "I guess I'll let you finish. I'm going to get some rest."

Jim looked surprised at his mother's candor and tried to act somewhat dumb. "Finish what?"

Chloe smiled and said, "Jim, it's OK. Just finish what you started. It's not good for you to get that worked up and not get off. It's OK."

Jim said, "Considering everything that happened. I don't think I can. Don't worry about me mom."

Chloe rolled her eyes and spoke quietly. "Jim I do worry about you. All the time! You know how I am about you well being even if I'm a pain in the ass about it. You can have your privacy and enjoy yourself."

"Mom, you surprise me at times." said her son. "but.......I think I'll just sleep."

"Jim, don't let me spoil you evening." She smiled lovingly. "Unless you need some buddy help....." Jim could feel the hand that patted his naked thigh start to run up and down from his knee to his upper thigh. As much as he wanted to stay soft, his cock started to rise in small jerks at first then slowly grew to a full hard on. "See. I don't think you are that tired and not in the mood."

Jim could not deny how his body felt or had reacted. His mother's hand felt nice on his thigh. He said in a quiet voice, "Mom, you don't have to do this." All Jim heard was silence until he heard the familiar sound of Vaseline sliding between a pair of hands. Chloe had the jar next to her and was thoroughly applying some to her fingers and palms.

His mother quietly giggled and said, "I always wondered why we ran out of this stuff so fast. Jim... after listening to you and Bill talk, I would think this would be your dream come true." Then Chloe scooped out a small glob of lube. Jim felt the long soft delicate fingers wrap around him. It felt so different than his hand or his friends. "I didn't know I was the neighborhood hot mom much less the fantasy of my own son."

Jim said in a low voice, "Mom, we.. I mean I didn't mean anything bad about it or you."

His mother broadly smiled. "I know. I love you very much and I wasn't offended at all. Shocked at first but I understand the fantasy. Perhaps this is more than fantasy but it's just buddy fun. Right?

"Yeah,umm right" He said dreamily as he enjoyed the slow rhythm pumping on his cock. Jim could feel his mother snuggle close to him and he began to smell her faint perfume and slight smell of menthol cigarettes. Her breathing whistled close to his ear as she began to whisper. "Jimmy" whispered her mother. "Do you like this? Does it feel good?" Her son nodded in agreement. "I love you...and your father. If I were to mess around, it would be with you and maybe someday....who knows. Right now, your dad and I are pretty exclusive. So, we won't be mentioning any of this to him. Right?"

Jim muttered "uh hun" in a semi moan. He could feel his precum ooze and mix with the lube making his cock stickier and wetter. Then he felt his mother's hand gently grasp his hand and place it on his cock with her hand. The feeling of two hands stroking was getting him close to cumming.

Chloe removed her hand and watched her son pump himself. She sultrily whispered in his ear. "Your cock is so hard and wet. It feels so good. I can't believe that jacking off my own son would get me so hot and wet too. Pump that cock of yours. Let me see you shoot your cum. Stroke it faster Jimmy. That's it. Don't hold back. Make yourself cum."

Jim felt his cock thicken then eruption began to burst from his balls. Ropes of white cum shot in the air as waves of pleasure filled his head. He had never came as much or as hard before. It seemed like he could cum forever but it did stop as his body relaxed. The smell of cum like wet canvas filled the room. "That was intense!"

"Wew" said Chloe. "That must have been some feeling. I have never seen you look so blissful and never seen so much cum in my life. Let me get something to clean you up." She slowly got up and looked down at her son who smiled back at her. She gazed at her naked son on the floor, his cock still throbbing, slightly oozing cum, and globs of white dotted his chest. She began to feel very nervous about what she had done and after she left his room, she began to rummage through her purse for her cigarettes. She found the pack and put her favorite menthol cigarette to her lips. After it was lit, she inhaled deeper than normal then exhaled a cloud of smoke. She began to calm down some and went into the main bathroom to dampen hand towel.

She left the cigarette burning in the bathroom ashtray and reemerged into her son's room.Chloe looked at him still lying there with the same silly smile on his face. She knelt next to him and wiped up the white lava flow from his chest with a damp warm cloth. Then she gently wiped his soft cock and balls. "That feels nice" said her son lazily as he looked lovingly at her. He felt more love for his mother than he ever had before. "Mom,that was sooo good. I never came like that before. I love you mom!"

Chloe just smiled. She almost felt like her son was an infant again as she cleaned his helpless nude body. She gave Jim a slight kiss on the forehead then stood up to dispose of the wash cloth in the laundry hamper. She got her still burning cigarette and went to the hamper in the main bathroom. She opened the washcloth and examined it. Since her son couldn't see her, she thought about trying a taste of her son's cum but resisted the temptation and tossed it in the hamper. She took another puff of her cigarette and thought how delicious the smell of menthol cigarettes and cum goes together before she extinguished her cigarette. She needed to get off herself and knew that she should tell her son goodnight then go to the privacy of her bedroom. However, she really enjoyed the little incestuous buddy fun with son. Should she ask him and take it a step further. Her husband had been out of town on business for several weeks and she was anxious for a man's touch which she preferred to getting herself off.
She decided to take the safe route, bid her son goodnight, and have some solo fun in her own bed. Chloe walked into her son's bedroom. Jim was standing with his back to the door and was just pulling his briefs up past his knees. "Jim" she said. He turned his head towards his mother and grinned. "How could she resist that smile and naked butt?" she thought. "Jim......I could use some buddy fun too. You up to another go at it?" she asked in disbelief of herself.

"Sure" said her son with the broadest smile.

"Well, ditch the briefs and come into my room." She said. Chloe couldn't believe what she had just said. She turned and went into her room. She was so nervous that she sat on the corner of her bed and lit another cigarette. She was exhaled a flume of blue smoke as her nude son entered her bedroom. She loved how her son developed into toned mature body but almost had to laugh watching his stiff cock randomly moved about. Jim made himself at home in her bed, sitting where his father would sleep, and propped up his back with some pillows against the headboard. Chloe didn't know what to do for a moment but glazed at her son sitting in her bed, stroking his cock. "Well Jim, I guess you'll get a little strip show before we buddy up."

Chloe stood at the end on her bed, dangled her cigarette between her lips, and used both of her hands to unbutton her white blouse. Chloe cleared her last button and opened the sides of her blouse like a butterfly. She removed her blouse then lowered the elastic waist of her green slacks over her hips then to her ankles. Jim beheld his mother in only a white lace bra and matching white lace low cut panties. Chloe turned to put out her cigarette in the ashtray on the dresser then turned to face her son while exhaling her last puff of smoke. She could see that her son was enjoying the little show and that he approved of her body. She sat next to him, turned her back, and asked, "Could you unhook my bra, please?"

Jim reached out and fumbled with the back clasp. He was surprised that he was somewhat nervous as his finger fumbling showed. It eventually unhooked and he took a bolder step and slid the bra straps off of his mother's shoulders. He could see the bra pull from her body and fall to the floor then Chloe turned to face him. There they were! His mother's naked breasts were in front of him. Real and not a photo. He resisted hard not to reach out and touch them. His mother's breasts were about a 34 B that didn't sag and slightly hung to the sides. Her nipples were light brown and almost quarter size just like the photo he had of her.

Chloe smiled and moved her shoulders slowly from left to right causing her breasts to sway in front of her son. She giggled, "You like?" She could see her son nod in approval. Then she climbed into the bed, crossed over her son, brushing her breasts across his face, then laid down with her face facing her son's face. "Now, take my panties off."

Jim couldn't believe what he heard and he was going to enjoy this. He leaned over and as gently as he could, placed his fingers inside the elastic band on his mother's lace panties. His mother's skin felt so hot and erotic to his finger tips. His mother's nipples hardened with the touch of her son's fingers. He slowly lowered the white lace panties, pausing when he began to see hair, then continued to pull them past her hips. Jim was surprised to see the light shade of brown her pussy hair and that it was trimmed to small narrow strip. Her legs slightly parted when the panties cleared her toes. Jim then noticed how damp her panties were. "Wow" was all he could say as his eyes took in his mother's naked body. She was so beautiful he thought. He dropped the panties to the floor then leaned to his mother's head with a pillow and propped it underneath her head.

Chloe gave her son a slight kiss on his lips then mouthed the words "Thank you." Jim leaned back and watched while his mother's slim finger eased between the folds of her pussy lips. His mother's eyes closed as her index finger began to swirl across her clit. Jim could hear a small sound of pleasure come from his mother. Soon her other hand opened her lips wider and Jim would see his mother's fingers do their handiwork. While he stroked his cock, he gazed at his mother. Her pussy was so pink and wet. Jim scooted lower a foot or two where his free hand could run up and down both of his mother's inner thighs. Chloe said softly, "That feels so nice." Each stroke on her inner thigh brought her son's hand closer to her pussy. After several minutes of stroking, Jim was within reach of his goal and with a gentle but swift move, he inserted his finger tip into his mother's pussy hole. Chloe's eyes opened in surprise and let out a muffled "OH!" Jim began to work his finger in and out of her wet pussy until he had his whole finger inserted. His mother was fairly tight and her pussy snuggly clasped his finger.

Chloe was in heaven as she fingered her own clit and her son slowly ran his finger in and out of her pussy. She felt so nasty and sexually charged up. She thought; here she was naked in bed with her son and masturbating together plus each other. She hadn't felt this nasty since she let her husband fuck her in the ass that one time a few years ago. Her son's fingers felt so good and if Jim wasn't her son she probably would fuck him next. She wondered what that would feel like. She quickly put that thought aside as it was going too far and a large orgasm erupted clearing all thoughts from her head. She grabbed her son's hand to stop his moving finger as her body stiffened up and she let out a low moan. Moments later her head cleared and she just stared at her son for the longest time. Chloe broke her gaze and slowly moved her son's hand away removing his finger from her pussy. She repositioned herself on the bed to where she was sitting next to her reclined son.

Chloe leaned her head towards her son and gave him a kiss. She was surprised when her son slipped his tongue into her mouth. Rather than pulling back, she drove her tongue into his mouth as well. While their tongues danced, Jim reached over and began to finger his mother's pussy and his mother returned the favor on his cock. Jim began massaging her clit with his thumb while pushing two fingers in and out of her wet pussy. His mother's tongue moved more frantically and her hips ground hard against his moving hand. Chloe thought to herself, "God I'm so turned on!" She let go of her son's cock and broke away from her kiss. Placing the palms of her hands on both sides of his son's cheeks and staring directly into his eyes, she said "Suck my nipps!" Jim leaned his head to his mother's chest and placed a small brown nipple between his lips while he continued to finger fuck his mother. Her hands played with his hair while her son nibbled, licked, and sucked her breasts. She began to loudly moan and whispered loudly to her son, "Suck them baby, suck them hard!" Jim felt his head being pushed hard into her mother's chest and her body began to stiffen. Chloe let out a loud shriek as the orgasm cruised through her body. Jim removed his hand from her pussy and tenderly held his mother as she shook in pleasure.

Jim held his mother for what seemed to be an eternity. He could feel her body begin to relax then exhaled deeply. "Wow" she said. "That felt sooo good. You really know how to make a girl happy." She slowly rolled off the bed and walked towards her dresser on wobbly legs. She grabbed her cigarettes and ashtray then got back in bed. She giggled, "I could hardly walk that a couple of feet." She lit a cigarette and blew out a cloud of cool menthol smoke. She looked at her son and said, "Thank you Jim. You made me feel so special....and it felt really really good."

Her son grinned and asked, "As good as Dad?"

Chloe smiled, "In that department, yes. But this is as far as I can go even if you want it to go farther."

"Does Dad keep you happy in that other department? grinned her son.

"Yes he does" responded his mother. "He is a very good lover."

"I would love see you two in action" said Jim.

Chloe wasn't sure if her son was joking or was serious about watching. "You really want a show?" she chuckled.

Jim was serious. "Ohh yeah mom! I would love to watch you and dad. That would be so hot."

Chloe smiled, "Well maybe. If I could find a way for you to watch secretly and not have your father know or find out. Plus I would have to be a real nasty mood. Maybe you would let me watch you and a girlfriend in your room? Seems I can already watch there in secret."

Her son laughed. "That is if you don't fall through the door again. Besides you never let me have a girl over.. for fun I mean."

Chloe thought for a moment as she took another draw on her cigarette. She slowly exhaled and said, "Well if we get into a situation where your father is out of town again and you have a girl who is a sure thing that evening....we'll talk." Chloe smiled and gave her son a light kiss. She noticed that her son was still hard and he was stroking it. "Thought of watching or being watching keeping you excited?" Jim nodded his head in agreement. "Hmmm." cooed his mother. "I see you need to get off one more time tonight. Tell me, Jim. Have you ever been tongue reamed before?"

Her son looked puzzled and said, "What's that?"

Chloe thought, "Seems that my son doesn't know everything in the world about sex." She rolled out of bed and strolled out of the room with her cigarette dangling between two fingers. Jim watched his mother exit leaving a trail of smoke behind her. Chloe went in to the bathroom and put out her cigarette then damped a wash cloth with hot water. She returned with the washcloth and the jar of Vaseline. She climbed back into bed and opened the jar of Vaseline. Her son smiled as his mother smoothed lube over the head of his cock and along the shaft. After a few strokes, she said, "Get on all fours." Jim obediently rolled to the center of the bed and got up on his hands and his knees. "Now start pumping your cock with one hand."

Jim found that was hard to do until he rested his head and shoulders directly on the bed with his free stretched out flat on the bed for support. His other hand went to work on his cock. "This is kinda cool" he thought. "I've never jacked off in this position before." Chloe positioned herself behind her son, kneeling between his outstretched ankles. Jim felt the warm wash cloth slide across his buttocks then felt it scrub between his butt cheeks. It was feeling very pleasurable to him while he pumped himself. He was jolted for a second when the washcloth rubbed hard on his asshole and he thought he was almost going to cum. He raised his arm and shoulders then looked under his chest back towards his cock. He hadn't cum but there was a long strand of precum dripping to the bedspread. Jim relaxed back into his comfortable position. Then he could feel the washcloth softly wipe and massage across his dangling balls.

Chloe finished with the washcloth and tossed it towards her dresser. Then she lowered her head and began to lightly run her tongue over backside of her son's ball sack. She heard her son express an "Oh" as the tip of her tongue lightly tickled the bottom of his dangling balls. Then she ran the tip of her tongue up his ball sack along a faint skin line that went up the middle of her son's ball sack. Chloe stuck her tongue far out of her mouth and brushed it flat across the muscular area just above his balls. She took her hands and spread her son's butt cheeks then ran the tip of her tongue up and down where his cheeks connected. She released his butt cheeks and placed her hands on each side of his hips then leaned over to lightly rub the tips of her nipples across his butt. She could see that he was pumping himself faster. She was enjoying the tingling sensations on her nipples as well. She returned to spreading her son's cheeks apart and drove her tongue low to touch his rosebud. Her wet tongue touched it lightly then started licking it hard and fast. Jim was starting to moan and mumbled how good he felt.

Chloe reached her arm between her son's legs and replaced his stroking hand with hers. Jim needed the break as his arm was getting tired and now he could totally relax and enjoy pleasure his mother was giving him. What his mother was doing to him felt so good and he wondered why he never had anyone use their tongue their before. Jim began to feel his cock thicken and the sensation was building in his balls. He moaned, "Oh mom, lick me faster, stroke me hard...I'm ready to cum."

His mother softly said, "Hold on. Don't cum yet." Chloe slowed her hand and moved her tongue to tickle the bottom of her son's hanging ball sack. She opened her lips and slid one ball into her mouth. Chloe sucked on and rolled it with her tongue then pushed it out between her lips. She knew her son would not be able to hold much longer and quickly moved flat on her back next to her son. Then she instructed him, "Straddle over me and cum on my boobs!" Jim slowly straighten up on his knees and placed one knee across his mother's waist. Chloe's waist was held tightly between her son's knees. She looked up to see Jim's cock hovering inches above her and smiled. "Now baby, shoot it now!"

Jim began stroking himself fast and closed his eyes as his cock began to erupt. Chloe watched one stream of cum shoot from her son's cock and land on her chest. She closed her eyes feeling the hot stickiness cover her breasts. She heard her son moaning as his cum just kept shooting as if it wouldn't end. Chloe opened her eyes and saw her son arch his back then release one last stream of cum which landed on her lips. Her breasts were drenched in white stickiness. Jim's brain was on fire with pleasure and he slightly swayed over his mother. He opened his eyes then looked down to see his cum drenched mother. He mouthed out "Wow" in silence then smiled lovingly at her. Chloe returned the smile then wickedly licked the cum from her lips with her tongue. Jim could have came again after watching his mother do that if he had anything leave to shoot. His cock was shrinking and slightly oozing cum. He swung his knee across his mother and flopped down next to his mother.

They exchanged silent smiles after pleasing each other so much. Jim felt around the edge of the bed and found his mother's cigarettes. He lit one and gently placed it between her lips. He knew she probably wanted a smoke at the moment. She inhaled deeply then placed the cigarette between her fingers then exhaled a flume of pale blue smoke. She continued to quietly smoke while playing with the cum on her chest with her other hand. The cigarette ash was getting quite long and Chloe slowly rose from her bed trying not to drop the ash. She made her way towards the bathroom with a trail of smoke drifting behind her. She freshened up and came back a few minutes later. She found her son starting to drift asleep.

"Hey sleepy head" Chloe said playfully. "You look tired."

"I am" say her son with a yawn.

"Me too" smiled his mother. "We'll talk more about this after we both get some sleep. I do want to tell you that I really enjoyed everything we did this evening. I know you did. There is nothing we have to be ashamed of or have anything to be awkward about." Her son smiled at his mother and nodded in agreement. "So snuggle next to me and let's get some sleep." Chloe pulled back the bedspread on her side of the bed and slipped between them. Jim slipped between the sheets as well. Chloe gave her son a kiss and said, "I love you."

Jim smiled and said, "I love you too mom." Chloe rolled on her side and her son rolled on to his side behind her, pressing his nude body to hers. They were sound asleep within seconds.