At the age of 12 he was still in the beginning of puberty.  He was 4'10" and weighed only 95 lbs.  He had shaggy brown hair like his father, but had my blue eyes and grin.  He was shy around most strangers and I got the feeling that he wasn't very outgoing at the private school he attended.  Around me however, he would talk for hours about anything and everything. 

At 36, my body had already begun to sag slightly which made me constantly worry if I would be able to find another man in the near future.  My 36C breasts had begun to hang lower than a few years ago and my butt, which was usually my most prominent feature had lost some of it's firmness.  I went to the tanning bed when I could get the chance and kept a light brown tan.  I now wear my hair in a curly pony tail most of the time.

A few weeks had passed since the divorce when my company was bought out by another and I was "unfortunately" laid off.  So I was a single mother without a job.  I called my sister in Washington and thankfully she was able to get me a job at her office.  Brandon and I loaded all of our belongings into my Chevy Trailblazer and U-Haul trailer and headed off for a new start in Washington.  Brandon never said it, but I could sense that he was ready for a fresh beginning as well.

We took a scenic route through the southern US, I wanted Brandon to have a chance to see as much as possible on our way.  We talked and listened to the radio and talked some more on our way.  We made it to Arizona before I realized that not only was it already 10:30 at night, but we were also in a pretty deserted part of the state.  I continued on until we came to an exit with a small motel, a couple of fast food restaurants and two gas stations.  I filled up our tank and then drove over to check into the front desk.  Although the woman behind the counter was a little strange, she adored Brandon when he came in after me.  She offered me a $20 discount off the room if we used one of the queen bed rooms, she said they rarely got used and were needing to repair the double beds.  Brandon didn't mind the idea of sleeping in the same bed as me so we paid the fee and went to our room.  It wasn't really nice, but it was pretty clean and everything seemed to work.  We dropped our luggage and I started a shower. 

I smiled at Brandon as I pulled out a pair of athletic shorts and a t-shirt that I wore as pajamas, "Do you need a shower hun, or are you going to bed?"

He laid back on the bed, "I think I'm just going to go to sleep mom."

"Ok baby, but you have to take one tomorrow."

He groaned, "Mom, I know, I'm not a kid."

I smiled, "Your my kid, hun."  I took the shorts and t-shirt and closed the bathroom door.  I stripped off my clothes and stepped into the hot shower, enjoying the feel as it rinsed my body clean.  I finished and stepped out, looking in the mirror I stared at my body.  It was in pretty good shape considering.  I kept my pussy trimmed to a neat, yet full, bush.  I sighed as I looked myself over, I hadn't had sex with a man or woman in over 4 months and I couldn't help but feel that I was past the chance.  I dried my hair and pulled it back into a pony tail, then put on the small white t-shirt that was thick enough to hide my nipples when they were soft, as well as the black cotton athletic shorts that game down to my mid-thigh.

I walked outside to find Brandon in a pair of his old school's PE shorts that came down to just above his knees and a Atlanta Braves t-shirt that he loved.  He was propped up on a pillow watching TV.

I smiled, "That doesn't look like sleeping to me."

He laughed, "I was just wondering what was on mom."

I walked over and turned off the TV.  "Well it's time to go to bed now."

He sighed, "Ok ok...if you say so."

I walked over to the bed and pulled back the sheets to get in. "I do say so, so good night hun."

I climbed into bed and was about to turn off the light when Brandon spoke.  "Mom....I have a question to ask, and I know it's going to sound weird."

I hesitated for a moment.  "What is it baby?"

He looked away for a second, "Well, could you tell me.....or show me how to have sex witha girl?"

For a second I couldn't believe what I had heard.  Had he really just asked me that.  "Exucse me Brandon?"

Brandon stuttered, "W-w-well, the guys at school....they said you would have sex with anybody who asked, and I just knew that I would need to be good at it before I went to the new school, otherwise the girls there will laugh at me too a-."

"What did you just say?" I asked.  "About me."

He seemed sheepish, "Well the guys at my school, they said that you had sex with the principal when I failed my 4th grade year so that I could go ahead to the next grade...and they said you have sex with alot of guys."

I was speechless.  I had in-fact done that, but I hadn't thought anyone had known, and now my own son knew!

I looked at him in shock as it all computed, "Brandon...I am so, so, sorry.  I...I didn't mean for that to ever get out sweetheart....I don't know what to say."  Then the rest of it registered, "But what makes you think you need to know about sex yet?  Your not even a teenager."

He looked over at me, "I know, but everyone is already talking about it.  They know so much more than me and they laugh when I don't know what their talking about....and I couldn't even kiss Lisa Andrews when I had the chance, then everyone found out about it."  he seemed like he was on the brink of tears just remembering it.

"I'm sorry sweetheart, I know it doens't make it feel better but I can't help you with that.  I'm your mom baby, I just don't think you should know these things yet.  I think it will be alot better at your new school this year though."

He pulled back the sheets and got out of bed, "I-I'm sorry mom, I didn't meant to.....I'm sorry, I don't know what I was thinking.  I'm such an idiot.  I....I've got to go to the bathroom...." He closed the door to the bathroom before I could say another word. 

I sat in the bed, wondering how all of this had happened so fast.  I couldn't believe that he knew about the people I had slept with, I couldn't believe he even knew about sex already, and I absolutely couldn't believe that he wanted my help.  But as I sat there and the minutes went by I couldn't help but think that my little brother had only been 14 when I first sucked his cock.  As I thought more about it, the more appealing it sounded.  Finally I stood up and walked to the bathroom and knocked on the door.

"Brandon, are you ok?"

I heard him shuffle inside, "I'm fine....I'm sorry, I shouldn't have asked you that."

"Come out here baby, I'm not mad, I just want to talk to you."

There was silence for a moment before the door opened, he looked up at me. "Your not freaked out?"

I smiled, "No baby, I was just surprised, I didn't know you knew that about me.  Come on, let's talk about this."

He followed me back to the bed where I sat on the edge.  He sat next to me, I took a deep breath then turned to look at him.

"I guess I should ask what you already know about sex, and what you do already, sexually."

He looked down, obviously embarassed, "Well I know that a guy puts his penis in a woman's vagina to have a baby.  And that's sex.  And...I guess that's about all.  Um, I....I masturbate sometimes, but that's about all."

I realized I was shocked that he masturbated already, and my curisoity wouldn't let it go. "What do you usually masturbate about?  Like what thoughts?"

He seemed hesitant, "Umm, just girls usually."

I nodded, "Ok, any specific girls, or a type of girl, like age or race?"

He looked away, "Yeah, umm, well....." He looked back at me.  "I'm really sorry mom, but....I usually masturbate and think about you.  I....I have a picture of you in a bikini at the beach."

I gasped as he said it.  I stared at him, then, without hesitation I leaned down and pressed my lips to his.  He wasn't sure what to do, and he seemed to shocked to do nearly anything, so I began to kiss him softly, then as his lips began to move with mine, I put a hand on his back and kissed him deeper; completely lost in the moment.  That my son was masturbating while looking at me unleashed every incestuous thought I had had over the past few years, at that moment, I wanted nothing more than to have sex with my son.

He slowly began to pick up on what to do.  Soon he was kissing me back with a small amount of skill mixed with a great deal of passion.  Slowly I broke off the kiss.  Both of us were breathing hard and I pulled him tightly to me in a hug, "I love you so much baby."

He held me tightly, "I love you too mommy, thank you so much!"

I gently pulled him back and looked at my son in the eyes, "You can't tell a soul about this, ok?"

He nodded eagerly, "I swear mom."  I smiled, "Ok baby, now, lean back."

He nodded and laid back on the bed so that his whole body was on it.  I climbed onto the bed and took his shirt by the waist and pulled it up around his chest so that it stayed there, revealing his smooth bare torso.  Then, with a reassuring smile, I took the waist band of his PE shorts and pulled them down to his ankles.  I stared down at his completely hairless balls and cock.  His balls were about the size of walnuts and his flacid penis was 3 inches long and laying limp across his left thigh.  I leaned over his body and took his smooth dick in my mouth.  He moaned as my warm mouth enveloped his cock and began to suck.  I continued to suck on it, sliding my mouth up and down on the shaft, as it began to grow to 6 inches and hard.  He was moaning so loudly as I sucked him that I was grateful I hadn't seen anyone staying in the rooms next to us.

"Mommy that feels so good!" He moaned out.

I felt his cock begin to pulse and was surprised when I felt a salty liquid spray into my mouth.  After only three minutes of a blowjob my son had came in my mouth.  I continued to suck, and soon his cock had sprayed all of it's cum into my mouth.  It wasn't much, but I savored the taste of my son's cum as I took my mouth off of his cock and looked at him. 

He had an apologetic look on his face, "I'm sorry mom, I didn't think I would do that."

I shook my head, then swallowed his cum.  He looked at me in disbelief and I smiled, "It's ok baby, you just came in my mouth, that's all.  And I will always swallow a load of cum."

He leaned up and wrapped me in a hug.  "Thank you mommy!  I love you so much."

I hugged him back, "I love you too Brandon."

He leaned back, "So what do we do now?"

I smiled, "Well, let's give you penis a break.  If a man uses his mouth on a woman's body she absolutely loves it."

He looked eager, "So what do I do?"

I grinned, "Lick me wherever I tell you to.  I'll be back in a second."  I stood up and walked to the bathroom.  I stripped off my clothes and brushed my teeth before giving myself another glance over.  Pleased with what I saw I opened the door and walked outside.  Brandon's jaw nearly dropped as I walked to him nude.  He was sitting on the edge of the bed nude as I walked to him.  I pushed him gently onto his back and climbed onto the bed, straddling his face, I hesitated for a moment, then lowered my pussy to his face. 

"Lick it baby, lick it all over."

Without hesitation he did exactly as I told him.  Although he had no skill, he made up for it in sheer passion and determination.  He licked and sucked at my pussy as if it were the most delicious thing in the world.

"Ohhh baby yessss, lick your mommy's pussy baby....mmmm yesss lick it so good for mommy."  Soon I was soaking wet as I felt his tongue sliding inside my slit and licking my pussy lips.  Soon I could feel an orgasm building inside me and I knew that I would cum so hard.  I wasn't sure if I should cum on his face or not, but as he slid his tongue inside me again and moaned into my pussy, I made my decision. 

"Mmm baby yesss.  Ok baby, close your eyes and open your mouth wide, ok baby?"

"Like this?" He said as he did as I told him.

"Yes baby, just like that."  I reached down and began to rub my clit as my orgasm got closer and closer.  Soon I felt it break over me and a gush of juices sprayed out of my pussy and all over his waiting face.  His mouth was soon full of my juices and as I watched he closed his mouth and drank my cum, just as I had drank his. 

I collapsed onto the bed next to him, out of breath and beginning to sweat.  He looked over and smiled at me, his face and hair soaked in my cum.  I smiled and rolled over on top of him.  Leaning down I began to lick my juices off of his face.  He smiled and pressed his lips to mine as I tasted my juices on his mouth. As I leaned back I felt his hard cock press against my thigh, glancing back, I saw the 6 inch hard penis standing straight up. 

Brandon smiled, "Mom, that was amazing!"

I grinned, "You were wonderful baby."  I motioned back towards his hard cock, "Do you think your ready to have sex for the first time?"

He looked up at me, "Please mommy, can I?"

I smiled and took his hand, bringing him up into a sitting position.  Holding him tightly in a hug against my breasts, I lowered myself down until I felt his cock pressing against my slit.  He moaned into my boobs and began to suck on them as I lowered myself down and took my son's penis into my pussy for the first time ever.  I began to ride slowly on his cock, then faster as he hungrily moaned into my breasts as he pulled my nipples and sucked and licked on them.

I moaned out as I felt his hard throbbing cock sliding in and out of my tight pussy, "Mmmm, yessss baby your so hard inside me."

He looked up at me, "Mommy, you feel so good, I love this so much!"

I held him tightly to me as I began to ride him faster and harder, taking his cock inside my eager pussy again and again.  Soon I moaned out in pleasure and ecstasy as another orgasm rocked my body and I gushed all over his lap and the bed that we would sleep in.

My convulsing pussy pushed him over the edge, soon he groaned out, "Mommy, it's about to happen again, where should I do it?"

I had remained on birth control and tonight I was thankful I had.  I whispered in his ear, "Cum in my pussy baby."

He looked up at me, and as our eyes met I saw his face contort in ecstasy as his cock unleashed his cum inside me.  His body tensed as it came, and then, like a switch, collapsed against the bed.  I fell next to him, spent from our fun.  We fell asleep laying in my puddle of cum but neither of us cared, we just held eachother tightly all night.

THE END>>>>>>

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