Note: This story was dynamically reformatted for online reading convenience. Fm-bb-inc My brother and I were late in life children. Mom and dad were in their mid-forty's, and my sister Tammy was in high school. Our story really starts when I was ten, and my brother had just turned nine. It was 1977. Tony and I were as close as two brothers could be, really. We shared a bedroom, our toys, and our fantasies. When Tammy graduated college, Mom and dad decided to change either Tammy's or our bedroom into an office for dad. They shipped all her stuff, and gave Tony and me the choice of keeping our bedroom (with bunk-beds) or taking Tammy's old room; Tammy's room was larger, with a walk in closet, but with a queen sized bed. To mom and dad's surprise, we asked if we could keep her bed. We thought it would be kind of neat to have a "giant" bed; besides, I think Tony was glad to have an opportunity to stop bumping his head on the ladder. We had no problem sharing the bed- we had shared everything else. We were close enough in age to share most of the same interests, and we discovered things around the same time. We were very young when we discovered masturbation- probably over a year before puberty. I had started getting frequent erections, and one morning after waking up with one, I pulled down the covers and showed Tony. "Hey, man", I said in an excited whisper. "Check this out!" I looked over at him and pushed my hips up in the air for effect. "Does your peter ever do that?" I wanted to make sure I wasn't the only kid in the world whose penis would go stiff as a board. He looked at my erection with big eyes. "Oh, wow! I wake up like that, too! Here, look!" He pulled the covers down on his side of the bed, and pointed his dick at me. "Do you ever rub it?" I stared at his penis when I asked. At that time, we were both about four inches long, and neither of us were "cut". "What do you mean, `rub it'?" "Well, I was in the shower washing, right? Well, I started pulling the skin back and forth with the wash cloth, and it felt really good! It started feeling really, really good, and that's when mom walked into the bathroom to do her hair, so I stopped. (Mom would often come and go when we were in the shower or bath.) I'll bet we could do it until it felt really, really, really good!" I was grinning ear to ear. I'd been thinking about this for a couple of days. Tony's expression was one of curious excitement. "Really, really, really good?" "Really, really, really good!" "Let's do it!" He lay back on his pillow. "Um, how did you..." "How did I start? Like this. I grasped the head of my penis around my foreskin, and slid my hand all the way back, until it rested against my pelvis. I repeated the motion, up and down, until I felt my dick starting to tingle with heat. I looked over at my brother, and he was imitation my movements. I started moving my hand faster and faster up and down my shaft, and that feeling started building up again. "Oh, Jack- Jack, it's starting to feel real tingly!" "Keep stroking, little brother, it gets better!" It wasn't very long before both of us were moaning and groaning as we approached orgasm. Tony came first, raising his hips up off the mattress as he racked in his first dry orgasm! I wasn't far behind, thrusting into my hand as my body shook with mine! We rested for a moment and looked at each other. "That was amazing, Jack," Tony said. His dick was still pointing up, and so was mine. "Let's do that again!" "Mom's probably gonna be up soon. Maybe we should wait until tonight." I didn't relish the idea of getting caught. Tony held a disappointed look on his face. "You're probably right. We should probably put some shorts on." We jumped up out of bed, both our little penises pointing straight up. Neither of us had had a chance to get into underwear when mom came in. Tony and I froze! We were at the age where having your mother see you naked was strictly taboo; when you wanted your privacy, but your mom wasn't so sure- like not letting you lock your door. "Rise and shine, boys!" Mom came in and stopped in her tracks. She looked us both up and down. Neither of us had the courage to move. She leaned against the door frame and grinned. "Am I interrupting something?" We both yelped, "No," much faster than we should have. Mom kept staring and grinning and let a silence hang in the air for probably 30 seconds. "Well, at least I know you're awake." She pointed at our nudity and said, "You may want to tuck those into some pants and come on out, breakfast is ready." Then, she turned and closed the door behind her. I stared at Tony, mouth agape, and Tony stared back at me. Tony asked, "What just happened?" "Mom just saw us both with boners and told us to put them away." My face was blank. "She smiled." I thought about it for a moment. "Ya, she did!" Tony captured what we were both thinking in one sentence. "My peter's never been so hard in my life!" Breakfast that morning was none too comfortable with both of us rushing into the kitchen as fast as we could, and sitting down with tented jeans. Dad was sitting down drinking coffee, and definitely noticed. Tony and I stayed quiet. Dad just smiled, sipped his coffee and read his paper. Mom turned around from the stove. "Jack, Tony, set the table for me and get out the juice, would you?" "Um, sure mom," I offered. My brother and I looked at each other with wide eyes. Knowing there was no getting around this, (we both knew better than to argue) we stood. Dad was looking over his paper, and mom was looking from the stove. We felt absolutely on display. Tony walked stiff legged to get the plates, and I walked around the table the other way to get the juice from the fridge. They gave us no reprieve from embarrassment, staring in silence as we got the breakfast table ready. My heart was pounding and our faces were flushed as we finished our chore. Mom sat down, and speaking resumed with dad asking for the pepper. Tony and I sat and ate quietly, while our folks talked and gabbed like neither of their boys were sitting there with erections. After that day, Tony and I both really began noticing mom. What I mean is, noticing mom as a woman, and not just as a mother. Day after day, mom seemed to be teasing us, and, whether she really was or not, it kept us both going. For example, when she'd come over to the table to fill up our orange juice or pour milk in our cereal, she'd bend over farther than she should, and give each of us view of her cleavage, barely hidden by her robe. She might walk from her bedroom to the shower in her bra and panties, (which was) something she'd never done before. Mom was a beautiful lady, and my brother and I were really beginning to notice. Mom never really stopped teasing us, and eventually, when we'd masturbate together, we'd talk about it. We'd close our eyes and talk about how much of her breasts we were able to see that day, or what underwear she was wearing. We'd even pretend we saw her naked, and that's usually when one or both of us would climax! Things really began to develop about two years later, just after my 12th birthday. I had experienced my first "wet" orgasm about 6 months earlier, and Tony had only recently begun having them. I was getting into the shower one morning, and Tony had just gotten out. We were both naked, and Tony had lifted the lid on the laundry hamper to toss in his clothes. A pair of mom's panties were sitting on top of the pile. Of course, we had seen mom's panties in the laundry before, I'm sure. Something about that morning was different. Maybe it was two boys in the throes of puberty; maybe it was standing there naked, still trying to tame our morning wood. I don't know, but there they were, poised like the bow on a birthday present. They were pink cotton with a white lace band, and they showed only the tiniest bit of color in their crotch. They were wrinkled up as though she had just taken them off. Silently we stared at our prize. For the first time, mom's panties weren't just a piece of laundry, they were a sexual object; something intimately close to a woman's sex, even if this woman was our mother. Let me tell you about our mother, Ann. She's probably 5' 6" or so, with long, wavy brown hair worn loose. She's in good shape without being an athlete, and has full breasts and hips. For a woman in her 50's, mom's pretty hot. Tony reached down and picked them up. He stared at them, and ran his fingers across the material, and then he offered them to me. I held them in both hands, my eyes locked on the white cotton strip in the crotch. I caught just the faintest whiff of her scent, and my penis started to rise. I held them up to my nose and took a deep breath. I just couldn't help it! I had to know- what did mom smell like? What was her pussy like? I had to know, and that pungent/sweet smell filled my sinus, and I found myself fully, even painfully erect! "Oh, Jack," Tony whispered, "let me!" I handed them over to him, and absently started stroking my cock. He held them up to his nose and inhaled the same way I did. Soon we were both masturbating, and passing our mother's panties back and forth. That's when the door opened! Mom's eyes were as big as dinner plates, and she threw her hand up over her mouth. "Oh, my," she said, surprised. She looked us over for a moment and stared at our little hard peters. Then, her eye's narrowed in on the object of our lust: her panties! "Oh, my..." This last exclamation sounded more like a statement of fact than a cry of surprise. "Now, boys, do you think playing to mommy's panties is appropriate?" Both of us panicked! I dropped mom's panties like a hot coal! We were shouting all over each other in a desperate attempt to diffuse the anger that we knew was coming! "Oh, mommy, please! Please don't be mad! We're sorry! We're sorry, mommy! It won't happen again!" ("Mommy" sounded more sympathetic than just "mom.") We were so worked up that tears were forming in our eyes. Mom just stood in the doorway, quiet as could be. She stared at us for a moment, as we stood there naked as the day we were born. You'd think, after such a shock, that our penises would have deflated. They did not. We stood there with full, throbbing erections. We both moved to cover them. Mom wouldn't hear of it. She shook her finger in the air. "Oh, no. Hands where they are." Mom stepped toward us, still silent. We kept quiet out of fear of saying any more. She reached over to the hamper and picked up her panties. "Now, boys, tell me something: is it just a pair of panties that has you pulling on your little peters, or is it mommy's panties- mommy's smell that has you hard like that?" Tony and I exchanged glances, and looked down at the floor. It seemed like it was quiet forever. Still looking down, I muttered, "Both." Mom stepped up and lifted my face with a finger under the chin. "Jack, look at me when you answer. Was it the panties, or was it the fact that they were my panties?" Fear notwithstanding, I looked mom straight in the eye. I couldn't lie to her. "It's your panties, mommy. We were doing it because they were yours. Please, don't be mad!" "Shush." She put a finger to my lips. She held her worn panties up and sniffed them herself. "Do you like how mommy smells?" We looked at each other in dumbfounded anxiety. Tony spoke up first. "Yes." His answer was surprisingly bold and matter of fact. "Well, I hate to say it, but you two don't seem to be able to control your urges. Touching yourself is okay, but there's a where and a when. Naked, in the bathroom, with the door unlocked? Not a good idea! I don't suppose you'd want me to inform your father about all this..." Again, we were speaking all over each other. "Please, no! Please don't tell daddy! Please, don't!" "Well, I suppose we could keep this just between us, if, and I stress IF, I keep it under control for you." Tony and I looked at each other with an uncertain fear. "Um, ok. What does that mean, "under control?" "It means, little man, that I shall be in control of my panties from now on. You'll be allowed to play with yourselves, of course. I know that boys your age have a need to. But, you'll do it when I tell you that you can do it, and not until. I don't want you two spilling your sperm all over the laundry. Do you understand?" "Yes, ma'am." We both looked up at her with blank expressions. "I will come and see you both tonight at bedtime to check on you." She looked at our still bobbing erections. "Maybe you should finish those off before I go." Mom just stood and waited. Tony and I stared at her, and then at each other. "I'm serious. I can't have you two walking around with hard-ons all day; you'll never get anything done. Go ahead and finish. I want to see you both finish before I go." Tony started stroking without hesitation, and I slowly followed suit. Mom watched intently while we pulled and stroked our erections. My heart was pounding near out of my chest while we masturbated. Mom hadn't seen us naked in a long time, and masturbating in front of her- that was surreal! My face must have been purple with embarrassment and humiliation. Here we were, caught playing with ourselves, now being told to orgasm in front of our mother! I couldn't believe that mom was going to watch us cum! After just a minute or so, I realized that the fact that Mom watching actually seemed to make it more intense! I was getting close, and I could see Tony about ready to spurt. Mom spoke up quickly. "Go ahead and squirt in mommy's panties. That's what you want, isn't it?" That was all it took! Tony climaxed, shooting ropes of cum across mom's underwear. I was just seconds behind. Mom giving us permission, and watching Tony squirt, that was just too much. I grabbed her cum covered panties and held them to my penis as I came! I filled the crotch of my mother's panties with my sperm. Mom let us stand there quietly, coming down from orgasm. "Now, you two go get dressed, and if you can keep from playing with those until bedtime, then maybe I'll let you play with them again. Maybe. If you can't, then we'll have to see what your father will say. Now scuttle off!" The two of us, naked and dripping, ran off to our room, feeling scared, relieved, embarrassed, humiliated, and horny, all at the same time. Something told me we would be battling erections all day long, anyway! By afternoon, Tony and I were outside and playing as though nothing was on our minds. We were outside the garage, playing a game of HORSE. I let him have first shot; being the younger brother and still being a couple of inches shorter, I figured he could use the edge. He sunk a lay-up. "What do you think mom meant by coming to check on us tonight," he asked. I followed suit and ran in a lay-up. I stopped under the basket and thought for a second. "That's a good question. I suppose it'll be like it was in the bathroom. She'll stand there and watch while we play with ourselves." "That was embarrassing!" "Oh, my God, was it!" My heart raced at the memory. "I mean, stroking off in front of mom- it doesn't get any more embarrassing." There was momentary pause. Tony spoke to break it. "It was really kind of hot, though." He had the thinnest smile and a furrowed brow. I echoed his sentiment. "Ya. I suppose it kind of was." I held the same conflict of apprehension and anticipation in my chest that my brother did. I looked at him and shook my head. "I shot really hard!" I kept my voice low. I didn't want to advertise that statement. Tony rolled his eyes. "I thought my peter was going to explode!" He took the ball and walked further down the drive. He eyed a free throw (or the driveway equivalent) and took it. It bounced off the rim. I took up his position and took a shot. It sank without touching. "(It's) your shot." I smiled because I was making him take the free throw again. He gave me a smirk and took the ball. He eyed the shot for a long while and I resisted the urge to distract him. (Pretty big of me, I thought!) The ball bounced 4 times and went in. "Ha!" He passed me the ball. "Do you think she'll let us do it every day?" I stepped off to the side and took and hit another shot. "I don't know. She's letting us do it twice today." I held out hope, but was more than a little apprehensive at mom taking control of our masturbation. I didn't know if the embarrassment would lessen any, but I didn't want to stop playing with myself at least once per day. (What boy does?) He lined up and took his shot. It was short. He didn't even seem to care. "I wish it would hurry up and be bedtime." "Me, too," I offered. "And that's "H". We ended our game on "S" and decided to go in. It would be dark soon, and bedtime couldn't come soon enough. 9:30 finally arrived, and Tony and I washed up in record time and were sitting in our pajamas on the bed waiting for mom. We were cross legged on top of the covers and we were both staring at the door. We kept looking back and forth between each other and the door, afraid we'd somehow miss a moment of her entrance. Finally, after a near eternity, mom stepped in. "Did you boys get washed up?" We answered in chorus, "Yes, ma'am!" She stepped further in and shut the door behind her. She was wearing her pale blue cotton housecoat, tied at the waist. "Did you do as I asked? Did you keep your hands off of those?" She gestured at our crotches. "Yes, ma'am." Neither of us wanted to take any chance at spoiling this or making her angry in any way. We were on our "best behavior" complete with manners. "Good. Then take off those bottoms and let me check. If you did masturbate this afternoon, then you little penises will be red. I want to see." She pulled a chair up next to the bed and sat down. Tony and I looked at each other, more than a little surprised. "Well? I'm waiting." We hopped up quickly and let our pajama bottoms drop. We stood there, both of us naked from the waist down, and waiting for our mother's approval. I could feel the heat in my face, and I could see Tony was as embarrassed as I was. As soon the cool air hit my penis, it started to harden. Mom looked at both of us, and seemed to be waiting for us to both become erect. It didn't take long. That's when our world changed forever! Mom reached down and took my penis in her hand! My jaw dropped, and a fuse went out in my brain! She grasped the shaft across the bottom, and pulled me toward her. She looked down intently and examined my sex. "Mm Hmm. Ok. You look clean. Now, Tony." She then reached over to my brother and repeated the process. By the end, we were both leaking profusely. "You boys seem to be clean enough. Now sit back down on the edge of the bed." She leaned back in her chair. When she did, her housecoat loosened only slightly, but enough to see she was wearing a pink bra over slightly exposed cleavage. "I want you to lean back, and take your penises in hand. Okay?" We both leaned back, with our legs over the side of the bed, and grasped ourselves. "Now, I want you to close your eyes." She paused to let us relax just a bit. I'm not sure it worked. "Now, start stroking." The command was soft and sudden, and not unexpected, but the shock of it still stuck us like lightning! Here sat mom, telling us to jack off! Not only that, but she was supervising the entire thing! Nevertheless, it took us only a second to do as she said and started stroking ourselves up and down. My heart was pounding as I sat there in a self-made darkness, masturbating. I was as hard as I'd ever been in my life, and knowing mom was watching was the reason! Mom broke the silence after about a minute, when all you could hear was the sound of our breathing. "I've got some questions for you two, and I want you to answer them truthfully. I'll know if you're lying. Understand?" We stopped what we were doing long enough to give a simple, "Yes." "No, don't stop stroking. When you start getting close, tell me. I don't want you cumming until I'm ready." Fear moved from my stomach to my throat, and I tried to ignore it. I wasn't very successful, but I managed to keep stroking. "I caught you both with my panties. Is that what you think about when you play with yourselves? Jack?" Oh, dear God! Confession time! Mom wanted to know the most secret thing I had! My heart threatened to stop, and my mouth was full of cotton. I knew this was it. I knew if I didn't tell her this, then, not only would I disappoint her, but my brother and I might never be allowed to masturbate again! And what if she told dad? I was too scared not to answer. "Yes, that's one thing we think about." "We? Do always masturbate together? Tony?" I could hear the fearful resignation in his voice. He was as nervous about all this as I was. "Most of the time." Mom seemed to be drinking it all in. "What else do you think about, Jack?" She was really prodding us. These were our deepest secrets, and we were giving them up to our mother. I was glad my eyes were closed, because I'm not sure I could have looked her in the eye. "Um, sometimes I imagine being there when you step out of the shower. I can see you...naked." I cringed inside, waiting for her wrath. How much was she willing to handle? "Really?" She seemed genuinely curious. "And what do you see yourself doing when I step out of the shower?" "I...I take a towel and help dry you off... all over." I decided to go into as little detail as possible. "You do? Where do you rub me?" Mom's voice sounded cool and sultry. "Oh, God, mommy, I'm getting close!" I couldn't have gone another second! "Okay. That's enough, Jack. Just lie there for a moment and let the burn subside. Tony? What do you think about when you touch yourself?" Tony was quick to answer. I figure he'd had time to think about it, because he had something ready. "Sometimes, I pretend you're walking around the house, naked, just doin' stuff." "Just doin' stuff?" "Yes, like cleaning and stuff. Then I come up, and you let me touch you." Tony's breath was coming fast. "Where do I let you touch me?" Mom's voice was closer, as though she were leaning in. The mental image must have pushed him. "Oh, mommy! I'm getting close!" Tony was almost frantic! "Okay. I think that's probably enough. Both of you sit up and open your eyes." We sat up with our erections still shaking, close to orgasm. When our eyes adjusted, mom was sitting up with her robe open. She was wearing a matching bra and pantie set in pastel pink. Our gaze was transfixed on her body! We had seen her in her underwear before, but something about her sitting there so close to us- her legs and robe open. This was the most intimate she ever had ever let us see her. I could have cum right then! "Now, step up close, boys. I want to explain something to you." We did as we were told. "I told you that I controlled the panties from now on. I meant that. But, you're my boys, and I know you're just being boys. That being said, I'm going to make sure you get your release most every day, as long as you're good, and you do what I tell you. Is that clear?" Neither of us could do much more than nod. "Good. Now it's time for you to get your release. Step up to mommy, boys, and let me show you something." We stepped up like two naked zombies. Mom opened her legs further, and we could see wetness on the crotch of her panties. She pulled them up tight, and we could see the bold outline of her lips! Mom was all but showing us her sex! "You wanted to shoot your cum on my panties- well, shoot it on them now!" Oh. My. God. We couldn't get any closer to cumming on her pussy than this! I grasped my penis and started stroking furiously! I couldn't take my eyes off the shape of her lips and pubic mound shoved tightly into the pink cotton. It took almost no time for us both to explode! We came like two fountains! I didn't think we were ever going to stop squirting! When we did, mom's stomach and panties were dripping in cum. We stood there panting, staring at the mess we'd made, and trying to stay conscious. Mom smiled at us both. "That was nice!" Her smile was warm and even seemed proud. She put a hand on each of our faces, rubbing our cheeks. "Mommy's little boys. Now, you two get to bed. You've got a big day tomorrow. Now, what do you say?" "Thank you, mommy!" We both looked at her like we'd been given a prize. I suppose, in effect, we had. Tony mirrored my response. "Thank you, mommy!" "Good boys." She stood, and looked down at her sperm covered underwear. "Next time, I just might have you clean up your messes... without a towel!" Her broad smile turned into a smirk. I thought, "Without a towel? How could we...oh, my...that way!" I looked over at Tony, who was already staring at me. He mouthed the words, "No towel?" His eyes were as large as dinner plates. I suppose we had a big day tomorrow, after all! email me at jqheart@yahoo.com to let me know what you think!Mother Takes Control