" MOM ! "

" MOM! Where are you? "

" It's ok. I'm right here. "

15 years old and still scared of the dark. It's just me, my sister, Cindy,and my mom. Cindy was visiting a friend so luckily she's not here to tease me. Mom never seemed to  scare and always knew what to do. So she comes into the living room with a flashlight and I start to calm down. Not only because of the light but because mom gives me that comforting smile only a mother could give.

" Hey Honey. Come on. you might as well get ready for bed. "

" Ok. But I haven't taken a bath yet. Will you hold the light? "

" Sure."

Yeah, she could've just put the light on the sink in the bathroom, but I didn't want to be alone in the bathroom. Mom knew this, but she would never make me feel bad on purpose. So we go to my room to get my clothes and then head for the shower. Now nudity isn't common in our house, but it's not made to be a bad thing when someone is caught nude or partially dressed. so I take off my clothes with my mother standing right there. The whole time she is having a casual conversation with me. School. Friends. Movies. I feel totally relaxed. As I come out of the shower she takes just a quick glance at my penis, but nothing sexual. More a look to see how I have grown.

" Have you had sex yet? "

" No, mom! What made you ask me that? "

" I hope not. You're to young. People change after they start having sex. You'll see when you get older. How about masterbating? That's common with boys around your age. "

" Yeah. Sometimes at night. "

"Alright then. You ready for bed? The lights probably wont come on for the rest of the night. You wanna sleep with me tonight? I won't tell Cindy. Come on let's go."

I jump on moms bed as she turns on one of those battery operated lights she keeps by her bed. I settle in while mom pulls out a book to read.

" G'nite son."

"Goodnight mom" I look up at mom as i say this and notice the light is giving me a great view of moms breast. C cup. What a great way to go to sleep.

I had a good sleep and when I woke up I felt great. Mom had just taken off her shirt. I felt guilty.

" Mornin, mom "

She turned, giving me a full view of her breasts, smiled and said," Mornin, son. Power is still out so lets go find somewhere to eat." Then she put on a shirt, no bra. I got up dressed and we left. When we got back home the power was still out so we did some chores to pass the time. We couldn't turn on the a/c or the fans so it got kinda hot. I went to my room and stripped down to my underwear and and laid down. Mom came by to check on me and said, " That's a great idea." As I laid there she took off her clothes except for her panty." Yup, that's cooler. I made some peanut butter sandwiches lets eat." We went to the dining room. There are windows there, but no one can see inside the house.

I've never looked at mom sexually before but her nudity was having an effect on me. As we sat down my boner was sticking up inside my underwear. She noticed and then said seriously," I'm sorry, son. I forgot that your at that age where I might have a sexual effect on you. Would you like me to go put a on a shirt?"

" NO! Oh sorry. I mean you don't need to. Ill be okay. I saw you this morning and nothing happen. Maybe it's just the heat. Can we go driving to cool down?"

" Sure." She smiled that calming smile. We ate, got dressed and left. Mom and I just cruised together.  We were cool again. Physically and emotionally. But I did take lingering stares at moms tits when she wasn't looking. The wind blew against her shirt making her breasts stand out. It was a great day. We ate at a diner for dinner and then headed home. It was near dark when we got home. The power was on so  we each grabbed a shower while we had light and hot water.

" Mom, can I sleep with you again? In case the power goes out tonight."

"Of course. Let's put a movie on."

She wore a tank top, no bra, and a panty. I got a boner but was under the blankets so mom didn't see. I fell asleep happy.

 I woke up in the middle of the night and found myself spooning my mom and I had my right hand over her cupping her left tit. I was both scared and excited. Instant hard on. I didn't know if she felt me  or not and I didn't want her telling me I couldn't sleep with her anymore so I slowly moved away from her and turned over. But my hormones were going strong and my dick stayed hard. I had to take care of it. Bed or bathroom? Agian, not wanting to get kicked out of her room, I played it safe and went to the bathroom and jacked off over the toilet. It didn't take long and I came alot. A groan escaped my lips but I don't think it was loud enough to wake her up. I cleaned up and went back to bed with a semi hard dick adn slept right away.

When I woke up I found it was perfect timing again. Mom had just taken off her shirt and I was hoping for the for frontal again.

" Good morning, mom." She turned to me and allowed me to see her.YES!

"Good morning, son.Did you sleep well?"  she asked as she pulled on her bra and shirt.

"Yup, your bed is extremely comfortable.How about you? Did you have a good rest?"

"Yes,I did. I think it's because you were with me. I had forgotten how much I missed having someone sleep right next to me. Very comforting." She smiled. But I didn't know if what she said meant she knew I had felt her tit. " I'll go make breakfast. Clean up and it should be ready when you come down."

The rest of the day passed with the usual routine. House chores. T.V. Lunch. Relaxing. The whole day long though I would glance at mom and think maybe I should have just left my hand played with her tit  last night and pretend to asleep if she woke up. I decided next time I wouldn't play it safe.

After dinner I went to take a shower and the power went out." MOM!MOM!"

"I'm coming.I was just coming to give you a flashlight in case this happens."  she laughed. "Grab your clothes and towel. You can shower in my bathroom." I pick up my clothes and mom holds out her hand for me to hold. I grab it and instantly become relax, but I also start to get hard. By the time we reach her shower my dick is hard. I turn away from her to get undress and enter the shower. She outs the light on the sink making it face the shower.

" MOM, are you leaving?"

"No, I coming in with you." With that she slides the door open and steps in with her wash cloth in hand. " Last time, you went first and used all the hot water. So, I figuered if I'm going to stay with you I might as well shower also. Is that o.k.?" She smiles.

"Y-y-yeah. Sure thing." I couldn't help it. I looked mom up and down and my dick got even harder. I turned into the water to hide it. This is it. This is it. Turning around I put my head back into the water to wet it which made my dick point straight at my mom.

" Whoa, son. Is my being in here going to bother you? I didn't mean to get you excited."

"It's ok,mom. Sometimes it just gets hard when I shower. Does it bother you?" I tried to keep my voice calm as if we were talking about a movie.

"Well, if your sure your o.k. then I'm o.k. Here pass the shampoo I'll wash your hair." As she started to put her fingers in my hair her tits brushed my back and I could feel my dick leak some pre-cum but I didn't move.I'm not ruining this. "Done. Rinse off." She bent to get the shampoo.

"I'll do your hair, mom. Here trade sides. You go in the water." We moved and as she leaned back to wet her hair I couldn't help but look at her breasts. " O.k. turn around. I'm sorry if my penis hits you. I'll try to keep away.

" That's fine. Don't worry about it. "

"O.k." So I moved up behind mom and sure enough my dick kept poking her butt as I washed her hair. I enjoyed too much and almost forgot I was suppose to just wash her hair." All done,mom" She turned again and I stared at her tits. Because we were only using a flashlight I don't think she saw me staring.

"Wow,son. That was very relaxing. Maybe I should have you wash my hair more often." She laughed. " O.k. Let's finish up before we run out of hot water." I was hoping she would offer to wash me, but she grab her washcloth and then turned to wash herself. 

We dried off and then headed for the bed. I took a chance. " Mom, last time it got hot while I slept. Do you mind if I just sleep naked?"

" That's fine. If your comfortable doing it with me in the bed."

"I'm fine. I sometimes sleep nude to help me get comfortable, but I didn't want you to make me leave and sleep alone in my room." I told her in a soft voice.

She smiled," Well, I usually don't wear a shirt because I fell restricted. I didn't know how you would feel about it so I put a shirt on to sleep but didn't wear a bra. O.k let's go to bed." She must have felt extremely relaxed because she put her arm around mine and we walked together to bed.

I climbed over to my side and then mom got in beside me. Once we were settled she turned off the flashlight. I got scared. Last time, she stayed up with a light on as I fell asleep. This time there was no light. I moved closer to her slowly and calmly. So I thought. "You ok, son?"

" Um, yeah" I said. She must have known me better than I thought because she moved over and put her hand over me. Her tits were right up against my left arm and her body was comforming to mine all the way done to our feet. My dick got an instant hardon. Just then my fear of the dark was gone. My only fear now was that I would shoot a huge load of cum on my mom and her bed. I tried to slow my heart done and calm myself with deep breaths, but it wasn't working.

She must have thought I was breathing hard because of the dark. She lifted her head and said," Don't worry. I'm right here." I had turned my head to look at her as she talked and I guess she didn't noticed because when she leaned in to give kiss me where she thought my cheek she found my lips instead. She pulled back when she realized what she did.

I wasn't sure if she meant to or not but I loved it. And my hormones were totally out of control now. Maybe it was because she hasn't been with anyone in years,since she raised me and my sister by herself. Or maybe it was from the shock of kissing her son on the lips. It doesn't matter. Because when I leaned up to kiss her again she didn't stop me. At first, it was just lips and then as I pushed into her more and touched her lips with my tongue she opened her mouth and I felt her tongue slowly touch mine.

It was amazing.I reached up behind her to pull her closer and she leaned down as she got more into it. I rubbed her back and moved my hands down to her ass. It was better than I thought it could ever be. Smooth and soft.

I slowly pushed her until she was laying on top of me. My dick was right outside her pussy. Her thin panty was the only thing in the way. My hands rubbed their way up her back and then back down to her panty. I grabbed the side of it and try to slowly pull it down. Mom had started a small racking motiong on my dick and was rubbing her pussy on it. I couldn't believe this was happening.  I finally get her panty off and onone her rocking motions I dip down a little and she is so wet that I slip right in and it causes her to catch her breath.

She pushes herself up and looks down at me. In her eyes,I see not only my mother, but a woman. A woman who has been in control all her adult life and is barely holding on now. I see  that there is a battle in her mind about what is happening. But before she can get control of her self I give a pump of my dick at the same time that I reach for her tits. I give them a good squeeze and slide my fingers until I get to her nipples. Her head goes back at this simultanious stimulation and I take advantage of it. I lean up and suck on one her left  nipple while I rub the  right one with my thumb. That was it. She loses it and starts to ride my dick hard. It's too much for me and I start shooting in her good, long loads. This sets her off and she screams as she cums. I let go of her tits and she falls on me and wraps her under me and pushes down to get more of my dick in her. I wrap my arms over her back and pull her  on to me. I was still cumming and so was she. We were both trembling from the intensity of our orgasms. I finally shot my last load  and dropped my arms. She just stayed still as the last of her orgasms subsided. Her head just laid on my chest as we both tried to slow our breathing.I reached up to rub her back and give her small hugs.She squeezed back as her arms were still under me. I 'm not sure if it was her cum or mine or both, but my dick and balls and under me were soaked. This was such a great moment that I wanted it to last forever. I closed my eyes to replay it all in my head. Unfortunely, I must have fallen asleep, but mom was still on top of me when I woke up. I rubbed her back and fell asleep again.