Alright this is my second story. I wrote this one from a third person perspective and flesh out the beginning a lot more. Any criticisms, suggestions, ect. would be greatly appreciated. It's essentially the same characters as the last story but they aren't related at all. Should I continue on with these same characters or should I try something different next?

Doug is 18 years old, pretty average build, although a bit built from running track in High School. His mom had divorced his father when he was very young so he never really got to know him. She's 39 but still had an amazing body. She's 5'9, blue eyes, long blonde hair, about 130lbs, huge 38DD breasts, and legs that go on forever. She still took great care of her body and went running and swimming several times a week. Now that Doug was out of school she had a lot more free time to herself. Doug had always thought she was an attractive woman but was noticing her a lot more now that she had been toning up.

Doug was sitting in the living room wearing a pair of tight skinny jeans, and a tight t-shirt. It was over 100 degrees outside so he had been staying in the air conditioning all day. He had been channel surfing for awhile, not finding anything good, when the front door opened. In came his mom, wearing a pink mini skirt down to her mid-thigh, a pink halter top, fitting snuggly against her large tits, pink heels that made her already long legs seem even longer. In her left hand was a shopping bag from Victoria's Secret and in her right hand was a bag from Macy's. Her breasts jiggled ever so slightly as she walked, being held in snuggly by her tight top.

"Hey mom, where've you been all day?" he said looking her up and down as he talked.

"Oh, I was at the mall. They were having a big sale today. Sorry I didn't leave a note" she said bending over slightly, setting her bags on the floor next to the couch.

"That's cool. What did you get?"

"Nothing you'd really be interested" she told while sitting down in a chair across from him, cross her long legs and revealing a bit of her pink panties.

"Since I've been swimming so much I decided I should probably get a new bikini. And while I was there I saw Victoria's Secret was having a big sale so I figured I might as well pick up some new underwear as well." The thought of his mom trying on underwear, especially from Victoria's Secret, aroused Doug slightly.

"Cool. So what are we going to have for dinner?" he asked.

"I dunno, let me look and see what we have" she said While getting up and walking into the kitchen, Doug staring at her ass as she walked past him.

"Hmm, there's nothing really good in here. I think I'll just order something later."

"Alright, sounds good to me. So are you going out later tonight?"

"Probably not, I was thinking of trying out my new bikini and getting some laps
around the pool."

"Ok. I might go out with my friends later but for now I think I'm just staying in. I don't really know how you can go outside in such heat."

"If you're in the pool it doesn't really bother you that much. Speaking of the
heat I should probably go swimming now before it gets any hotter out. I'm going to go change and then I'll be outback if you need me for anything." she said while heading out of the kitchen and starting up the stairs.

"Alright, I'll probably just be in here" Doug said eyeing her up and down as she
walked upstairs, catching another tiny glimpse of her pink panties as she neared the top.

After about 15 minutes she finally came down the stairs wearing a rather revealing pink bikini top and pink thong. With every step her breasts jiggled greatly. Doug had never seen his mom in such a revealing outfit. It was quite a shock. He began getting a hard on that was quite difficult to hide in his tight jeans. His mom reached the bottom of the stairs and started walking through the living room on her way to the pool. Before she left she stopped and turned to Doug who was still gazing at her radiant body.

"What took you so long mom?" Doug asked, his jaw almost hanging open.

"Well... I know I'm not as young as I used to be so I started having second thoughts about this suit. I'm not really sure I have the body for something like this anymore. What do you think?"

What did he think? Doug wasn't sure he could tell her what he really thought.

"Well you definitely don't have anything to worry about. That suit looks amazing on you. You sure it's not to revealing though?" He said trying not to stammer to much.

"Oh, I knew it. I thought it showed a bit to much." She said getting all red in
the face.

"Oh, no, I didn't mean that in a bad way. I just meant, well, you're my mom and I've never really seen you wear anything like that before." Just as he said that the mail came in through the mail slot and his mom went over to pick it up. As she bent over to get the mail Doug had a full view of her ass in the thong. He was trying even harder now to keep his hard on hidden.

"Well I'll take that as a complement then, thanks. Sorry if its making you uncomfortable or anything. I guess I just felt like reliving my younger years. It is a little tight around the top though" she said while adjusting her top, bouncing her breasts a bit as she did it. "It was actually a 36D top but it was the last one left so I decided to get it anyway."

Doug couldn't believe what he was hearing. If the top was 36D and it was small just what size where her tits? "Woah... um... mom. A 36D is small on you? I don't mean to be rude or anything, but what size are you exactly then?" he asked quite excitedly.

"Well I haven't measured in awhile but I believe I'm about a 38DD." she said while look down at her breasts sizing them up a bit.

Doug couldn't believe what he was hearing. Thirty. Six. Double. D. He never imagined that they were actually that big.

"Well thanks for the compliments. I really feel better about my purchase now. If you need me I'll be out in the pool." she said while strolling past him again, Doug eyeing up every inch of her body.

Doug had never thought about his mother the way he was thinking now. He had always thought his mother was very attractive and his friend were always talking about wanting to fuck her, but this. This was something completely different. Seeing his mom in barely anything at all turned him on more than anything in his life. He was very surprised that his mother didn't notice his raging hard on, especially with the tight pants he was wearing. He turned around and look back through the clear glass door and saw his mother spreading her self up with tanning oil. The site of this made almost release right there. He could hardly take it anymore. He decided at the very least he should go switch into something a little loser to help hide his hard on. He ran upstairs into his room and threw on a pair of black mesh shorts that he wore when running and were fairly baggy. He had a hard time keeping from masturbating right then and there as he changed. It was almost more than he could take. He decided to look out his window down into the backyard so he could look at his mom without her noticing as easily if he would have been in the living room. She was now in the water swimming around, her long hair flowing and glistening in the water. He sat there for over 45 minutes just watching her swim around before he realized how long it had been. He figured that was long enough and went downstairs, trying hard to get the thought of his mother out of his head. He flipped the TV on and was sort of just mindlessly flipping through channels with the image of his mother still fresh in his mind. After about 20 minutes he heard the back door open. He look back and his mother was walking in, still pretty wet, her skin looking even more amazing now that it was all glistening. The suit was pretty thin and being wet made it eve more transparent. He could now easily see that the cold water had made her nipples very erect. He then glanced down at her crotch and was amazed that he was able to quite clearly tell that she was clean shaven.

"How was the swim?" he asked as she walked in, trying her long hair with a large beach towel.

"It was amazing! You should have come out and joined me." she said, now with her left leg propped up on the arm of the chair right next to him, drying it off with her towel.

"Oh...well I like it better in the air conditioning. With how hot it is out there I don't think even the water would be able to cool me off" he told her trying to
hide the fact that there was definitely now way that he would have been able to contain himself if he had been in the pool with her.

"Well I'm going to go and shower quick and then I'll come down and get us something to eat." she said and then walking up the stairs, Doug staring at her tight ass the whole way up.

Doug just couldn't take it anymore. As soon as he heard the shower go on he ran up into his room. He pulled his shorts down and immediately began furiously rubbing one out, which didn't take long at all, barely 5 seconds. He couldn't believe what he was doing. Masturbating at the thought of his own mother. After cleaning up the mess he made he pulled his shorts back up and went downstairs. He thought that now that he got that out he would be able to relax a little more. He still couldn't get the images of his mother out of his head though. No matter what her put on TV he just kept going back to the thought of his mother in such a tiny bikini. He didn't know how he would go on after seeing something such as that. If she was going to keep wearing that everytime she went swimming he might explode. There's no way he'd be able to hide such arousement forever. He decided that he would just have to figure that out some other time and concentrate on the matter at hand.

After about 10 minutes him Doug still frantically trying to get the thoughts of his mother out his mind he turned and saw her coming down the stairs. She now had on her pink miniskirt again, but was wearing the new bikini top, and the pink heels, which she often wore around the house. She had pink lipstick on and a perfume he had never smelled before. He couldn't believe she was wearing the bikini top as a regular old top. This was absolute torture.

"Hey man. Hope you don't mind me wearing this top around. It's just so hot I
couldn't wear anything else. It's not like you've never seen anything like this
before." she chuckled. Doug gave a weak laugh, already have a full hard on again.

She walked into the kitchen, got out the phone book, and then picked up the phone and ordered them some food. She then came and sat down in the lazy chair across from the couch. She crossed her long, beautiful legs, stretched her arms above her head, which push her tits against each other. Doug was nearly having a heart attack.

"So anything new with you?" she asked Doug, her hand on one knee.

"Um... not really. I'm uh... thinking about going to the beach with Matt and them soon." he managed to stammer out.

"That sounds like fun."

"Yeah." Just then he look down and saw that he had made a terrible mistake. He forgot to put his underwear back on under his short and now his hard on was standing straight up in his baggy shorts. He did his best to try and hide it with out being to obvious. He was so horny now that he just had to ask her something that he often had wondered. "Mom...how come you never go out on dates or anything?"

"Well after I divorced your father I wasn't really in the mood and then I had to raise you all by myself which didn't leave a lot of room for dating."

"But even after I got older, I mean, I'm out of school now and you still never go out. I'm sure you'd easily get any guy you want." he said blushing a bit.

"Thanks. But I just don't know. I mean I've been out of practice for years. I
just don't know if I'm up to snuff anymore. I mean I haven't been fucked in
years."

Doug was surprised at her saying something that blunt. Maybe the thinking about fucking was turning her on as well.

"Mom!"

"Oh come on. I think you're old enough now that we can talk about stuff like this. I know you've gotten some action yourself." she said looking at him with a bit of a twisted smile.

"Mom! Well... yeah. It is true I guess. I've gotten my fair share."

"Yeah, if you're going to do it while I'm home you really should make sure your
door is shut. You had quite a moaner in there a few weeks ago."

Doug went bright red. He was incredibly embarrassed about hearing his mom talk about him having sex. At the same time the thought of his mom hearing him have sex was turning him on even more. He could see that it was doing the same. He was able to see right up her skirt from the way her legs were crossed now and it seemed her panties had a damp spot that was increasingly getting larger.

"If you don't mind me asking um... how do you go on without having sex for so long? I don't think I'd be able to take it." Doug asked forgetting to hide his hard on now.

"Well it isn't easy. I have a few toys that help. They don't really compare to a big cock though."

It seemed that all this talk about sex was causing both of them to lose their
inhibitions.

"Mom! I've never really heard you talk like this before. I never imagined that you'd be like that."

"Well I am a woman."

"True, true. So you really haven't had sex for years? I don't think I'd be able
to handle that. I mean I haven't had sex for three weeks since breaking up with Megan and I'm ready to crack."

"It's pretty hard. Sometimes I get really frustrated and hearing you sometimes
isn't really helping."

"Oh, well sorry." Doug said blushing even more now.

"Well it looks like all this talk has gotten someone excited." she said now looking right at his hard on which was now plainly visible, sticking almost completely upright in his shorts.

"Oh God! I'm so sorry. It's just all this talk about you... and you're bikini
earlier... and what you're wearing now. I mean its just a little hard to control
myself."

"It's fine. I understand, you're a guy."

"Mom, um, are these feelings I'm having right now alright?"

"Well, yes. Everyone has sexual urges. And I think that right now we're both in a pretty good position." she said looking him straight in the eye.

"What do you mean?" he asked not sure where this was going.

"Do you want to lose those shorts? It sure looks uncomfortable."

"Are you sure mom?" he asked, not believing what was going on.

"Go ahead, its fine." she said, licking her lips while staring at the huge bulge.

Doug slid his shorts down his legs and tossed them aside. His cock was now sitting straight up in the air, perfectly erect.

"Wow! You've got such a huge cock! I never really thought it'd be this big. How big is it?"

"Its about 10 inches."

"Wow! Its so smooth too. I haven't seen a cock that nice a long long time." she said with a sort of glazed look over her eyes.

"Since I showed you cock I think its only fair that I get to see those breasts of yours."

"Only fair I suppose." his mother said and unhooked her bikini top and tossed it
behind the couch. Her enormous breasts now lay naturally on her chest, nipples pointy from the cold air.

"Your tits are incredible mom! I never really realized how huge they are."

"Thanks. Do you think that I could... touch your cock? I haven't felt one in
ages." she asked, while already walking over to him.

"Sure, be my guest." Doug absolutely dumbfounded at the events that were
transpiring.

She came over and got down on her knees right inbetween his legs. She started feeling it up and down with her left hand while cupping his balls with her right. Doug could hardly keep himself under control.

"It's so smooth. And such a big head. No wonder that girl was moaning so loudly. And nice big balls. It's nice to see that you keep yourself shaved as well." she said as she continued feeling every inch of it.

Almost instinctively she then put in big lips around the tip and began moving up and down slowly, while gently cupping his balls. Doug wanted to get and say this was wrong but the pleasure was so intense he just layed there in ecstasy. She began going faster and faster now. She took his cock deeper into her mouth to the point that she was almost deep throating him. The fact that she hadn't had a cock for so long made her work even more vigorously. She then began going down deep and sucking hard the whole way up and coming of the head with a loud popping noise. Doug had never had such a blowjob in his life. Nothing even came close. He was trying so hard not to cum. She continued to blow him for for nearly 20 minutes until she finally stopped.

"Doug you're cock tastes amazing!" she said panting a bit, trying to regain her
breath.

"You're an incredible cock sucker! I've never experienced anything like that! But now its my turn." he said with a huge smile on his face.

She instinctively knew what to do and threw off her skirt and panties and got on the couch. She spread her legs upon which Doug immediately put his face inbetween. He began furiously licking every crevice of her pussy. Her pussy was sopping wet by this point and Doug enjoyed lapping it all up. He twirled his tongue around and then went and teased her clit with just the tip of his tongue. He then started alternating between licking all around her pussy and sucking her lips. As he ate her out he reached up and began rubbing her left breast while tweaking her right nipple. At the moment she let out a loud moan which only increased his intensity. As he continued she grabbed Doug's left hand and began sucking his index finger. The feel of her lips aroused him even more. He eventually removed his face from here pussy and moved in closer to her. He then put his lips right and his mothers and began kissing her while he started fingering her with his right hand, using two fingers. Thought of making out with her own son was getting her even more wet. They were both in a state of arousal that neither had ever been in. There tongues danced off of each other what seemed like an eternity to her before she finally stopped.

"I can't take it anymore! I need that fat cock in me now!" she yelled.

"Let me go grab a condo..." he began to say before being interrupted.

"No. I want to feel my own son inside me. I want to see what it's like to really fuck my son. I need to be fucked like I've never been fucked before!"

Doug promptly spread her legs and started teasing her pussy. He ran the tip of his cock around the edge of her pussy which caused her to get even more wet. He then inserted his fat tip and began slowly thrusting his cock deep into her cunt. Her pussy was so tight from the sexless years that it was wrapped tightly around his thick cock. It was so tight that it hurt her slightly but she only screamed for more. At the point he was thrusting deep and faster, his balls slapping against her, both of them covered in sweat. She then leaned forward and wrapped her arms around him and began kissing him again as he continued to relentlessly pound her. As they kissed use began rubbing her clit with her left hand. She couldn't believe how good his cock felt.

"Now fuck me doggystyle!" she panted.

He took his now sopping wet cock out of her cunt as she got on all fours on the couch. He began thrusting incredibly hard now, loving the sound of his balls slapping against his own mother. Her tits bounced wildly in the air as his cock pounded her tight snatch. She then took her left tit and began sucking her own nipple as she took her son's pounding. The fact that her own flesh and blood was now deep inside seemed to turn her on more than anything. She couldn't take it any longer and began screaming with every slap against her skin. After a good deal of time Doug removed his cock and sat down on the couch.

"Mom, I just need a moment to catch my breath. You've exhausted me." Just as he finished saying that his mom was over over his waist.

"I want to taste my own juice on your cock!" she said as she promptly began sucking his cock again.

Doug couldn't believe how kinky his mom was. He couldn't believe that this woman, who was at that very moment suck his cock which at just been inside her, was his own mother. As she suck his cock long and hard he reached over and began massaging her breasts again. After blowing him for another 10 minutes she then got up and straddled her son. She inserted his cock deep in her cunt while leaning right into him, her gigantic mounds right in his face. Her feet now planted firmly on the ground with his cock deep in her, she began moving up and down, her tits bouncing energetically in Doug's face. She rode his cock like Doug had never experienced. He just couldn't comprehend what was happening. So rode him for a time that neither could recount how long it had been.

"I can't hold it in anymore! Get up, I have to cum!" he shouted.

"I want it inside me!" she yelled.

Doug then let go the biggest load he ever had in his life. It began seeping out of her cunt and down his cock. She promptly got up of him, leaned over, and started sucking the cum of his cock. He never experienced anything like it.

"Mom you were absolutely incredible! The best I've ever had!" he said exasperatedly.
"You weren't half bad yourself" she laughed. "I think we're in for a lot of fun this summer."