It was late August and it had been a very hot summer. We were
tanning in the back yard when it suddenly dawned on me that my
Mom was more than just a Mother, she was a woman.

Not being sports-minded, I didn't have many friends so I hung out
with my Mom a lot. I guess you could say I was a bit of a momma's
boy. Taking in the sun in the back yard with my Mom was normal
for me. For some reason, this summer I started to spend a lot of
time gazing a my Mom's long, tanned legs.

It wasn't hard to look at my Mom. She was pretty and slender,
just over 5' tall, with brown wavy hair that hung to the middle
of her back, perky little tits, a narrow waist and an enticing,
pear-shaped ass with a slight sag to her cheeks that seemed to
make it even more inviting.

We had started the summer going to the beach but she soon tired
of men leering at her even when her son was there. So we stayed
home, in the privacy of our own back yard where I did the
leering, albeit without her knowledge. I was painfully aware of
each twitch of her body and the sun's shadow in every curve. My
boner dug into the grass and once I couldn't stop myself from
convulsing into the lawn, coming in my swimsuit. Luckily, she
didn't notice, but I started to lay behind her where I was out of
sight.

Here, I could stare at her ass and crotch when she opened her
legs to the sun, unaware of the little deviant dying to shove his
face in her. I tried to excite her by transmitting my thoughts to
her. I concentrated mightily, and thought myself successful every
time she adjusted her posture, sure it was in reaction to my
mental ministrations.

As the summer wore on, and her tan deepened, she started using
sunscreen and, of course, asked me to apply the lotion. She lay
under me, clearly enjoying my hands on her body, rewarding me
with pleased little sounds and twitches, to compensate her
dutiful son. I had been reluctant at first, despite my eagerness
to get my hands on her, because I was afraid my touch would
immediately convey my lewd thoughts. She encouraged me extend my
coverage and to work the lotion in deeply to protect her from the
sun. I complied diligently, working her over and over until she
told me to stop.

By the end of August, I was massaging her for a very long time. I
worked my hands into every crevice, every nook and cranny. She
would undo her top and I worked the sides of her little breasts,
pressing in almost to her nipples. I always pushed in and ruffled
my fingers up and down until she said, "Timmy".

Then I would slip my fingers down along the sides of her tummy,
under her hip bone, and down into the hollow of her pelvis at the
top of her thighs. At that point I would pause and slowly push in
toward her pussy. She never let me get all the way there. She'd
always admonish me with a harsh, "Timmy", and then I would push
in and out to that spot until she reproached me again. I think
she was letting me play in trade for being her personal masseuse.


And indeed, if I was really helpful around the house and with the
gardening, there was always extra time for tanning. By the end of
the summer, I was spending an hour at a time, sometimes twice a
day, working lotion into her body. After each session, she would
go up to her room to rest, closing the door behind her. I would
go to my room and jack off, reliving all the parts where I was
near her tits, ass and pussy, and replaying each little sigh,
grunt or moan I could evict from her lips. I dreaded the end of
summer, but end it did.


In the fall I had to go through my Dad's constant urging to join
a soccer team, just like I had to listen the constant merits of
baseball in the spring. My dad thought I was a real momma's boy
and it bothered him that I wasn't more of a man like him when he
was growing up. Christ, I would far rather hang around with Mom,
feeling her up than run around a field with a bunch of guys
spitting and acting tough. To me it was a no brainer.

One night I overheard my parents talking about me. My dad was
complaining about my wimpy behavior, wondering if I was gay. My
mother, arguing in my defense, said if I was gay, I'd be trying
to hang out with other boys. Not so, countered my Dad. He'd be
afraid to hang around with real boys.

"Well, I'm very sure he's not gay," my Mom said.

"How would you know?" my Dad inquired.

"Girls can tell. If you really want, I'll find out if he's
interested in girls."

"Well for God's sake, don't go asking around. I don't want the
whole neighborhood to know," he said.

In response, she turned up the volume on the TV. I couldn't hear
any more so I snuck back to bed.


That Sunday, my Dad's golf day, Mom turned the breakfast
conversation to tanning as soon as Dad rushed out the door. She
went on about how a woman's skin needed exposure to light all
year round to get enough Vitamin D. She said her skin was already
starting to lose the great tone it had built up over the summer,
thanks to my hard work. She then twisted her chair sideways
toward me and pulled her loose skirt up to show me the tops of
her gorgeous legs, opening and turning them in and out. She eyed
her legs intently, allowing me to freely gaze at her exposed
thighs. Finally, she looked up, catching me staring, and said,
"What do you think, Timmy?"

I blushed furiously. "I don't know, Mom. Your legs look nice."

"Thanks, honey, that's really nice of you to say." She slid
forward on her chair, "But take a really close look and tell me
the truth. Can't you see what's wrong?"

"Mom, your legs are fantastic," I said, at a loss as to where
this was going.

"No, they're not as tight as this summer. You did such a good job
on them this summer. But now they're getting loose and losing
their vibrancy. Feel, you'll see what I mean."

I tentatively put my hands on her upper legs while she held her
skirt up to give me room. I slid them along the tops of her
thighs.

"No, no. Rub them, like in the summer, with your fingers," she
said. I started to comply, a little nervous because she was
facing me, watching, instead of laying on her tummy with her eyes
closed. "That's it, rub them, like in the summer," she said
softly.

Although nervous, I was excited about this new thing of her
watching me touch her. I pried my hands in between her legs,
running them along deep inside her thighs, pressing outward to
open her legs more, exposing the front of her panties. I could
just make out the crevice in her panties, the secret little
valley I had so missed so much this past six weeks. I rubbed her
legs back and forth, slowly working closer to her pussy, waiting
for the 'Timmy' trigger to snap me away. But it didn't come, and
it didn't come.

I pushed my fingers tentatively right up to the very top of her
legs, near her crotch, paused and slid my hands straight up and
down several times close to her pussy. She let me do it. She put
her arms around me, pulling me in to her, and with both of us
looking down watching me rub her legs so close to her pussy, she
said, "What do you think, Timmy? Should we start tanning indoors
while Dad's golfing on Sundays."

"Tanning?" I croaked, not understanding, my voice barely to
operate. I couldn't think, I just didn't want this new thing to
stop. Unconsciously, I picked up my pace in between her legs in a
desperate bid to get as much as I could before she stopped me.

"Wait. Slow down." She grasped my wrists, freezing my hands near
the top of her legs, resting against her inner thighs near her
panties. I sat there, my hands sensing the heat and softness of
her legs. My eyes glued on her panties. My cock bursting to the
breaking point. My mind struggling with the growing dread that
this magical moment was ending.

"My legs need Vitamin D. I can get some vitamin reinforced
lotions, since its too cold outside to tan in the sun, but you'll
have to rub it deep. Can you do that for me?"

Finally, it dawned on my dim mind that the best part of summer
was about to light up my winter.

"Oh, yeah, Mom. I can do that."

"OK, sweetheart. We'll go to the drug store and we might be able
to do a little before Dad gets back."

She stood up, her skirt falling down. She took me by the hand,
"Come on sweetie, let's go." She led me away. I and my boner
followed, intent on her ass all the way out to the car. I
declined the offer to drive and watched her legs as she drove.
She had lifted her knees abnormally high while buckling her
seatbelt, allowing her skirt to fall very high on her thigh.

In the store, I wanted to grab the stuff and get home right away
but Mom kept picking different tubes and bottles up and read the
blurbs on the backs. It was frustrating. But then motioned me
closer to read them too, and stood very close to me while doing
so. She read parts out in a husky whisper, as if it was a secret.
She even leaned into me, pressing her knee against me while I
read parts she pointed out. Her smell, her whole presence was
intoxicating.

Then she started looking at shampoos, saying she was running low.
I couldn't believe it.

"Mom, you've got lots shampoo. We won't get any tanning in. We've
got to go." I was desperate to leave.

"Well, we could always start next week," she whispered.

"No, no, you've got to get started right away."

"I suppose you're right," she relented, with a quiet little
smile. "Let's go," and she sashayed off down the aisle. My Mom
was such a tease.

When we returned to the car, she insisted that I drive because
she wanted to read the instructions for the lotions we'd bought.
She laid them out on the seat between us, twisted herself to the
side, lifting her left knee up onto the seat and opening her
legs. Glimpses of her panties played havoc with my driving. And
these days they think cell phones are dangerous.

I stopped at a light and turned to feast my eyes on her
treasures, the one between her legs, not on the seat. I
inadvertently sat through an entire green light. No other cars
were around, so no one honked, but Mom looked up at me, smiling,
and quietly said, "If you don't keep your mind on the road, Tim,
we'll never get home to do any tanning."

Mortified, I drove straight home, forcing myself to concentrate.
I followed her closely into the house up to her room, right up to
the end of the bed. There, she paused.

"Darn," she said, "We can't tan today, I've packed all my
swimsuits away."

Desperate, I blurted out, "But Mom, you can tan in your panties.
They're just like a swim suit, even bigger than your bikini."

"But I can't let anyone see me in these old lady things, not even
my son."

"I'll get some other ones for you, Mom," and I started fishing
around in her underwear drawer.

"How did you know which drawer they were in?" she teased.

I blushed while grabbing a pair of panties but quickly forgot my
discomfort as I turned and saw that she had started to unbutton
her blouse. She slowly shed her blouse, first drawing out one arm
and then the other. Her bra was a pale blue, silky material that
didn't swamp the contours of her small tits. Her nipples were
clearly visible as they poked up against the flimsy material. She
was gorgeous!

She bent toward me, letting me see her small tits hang down,
reached up under her skirt and dragged her panties down her legs
to her knees, reaching out to lean on me as she stepped out of
them. She stood there, her face flushed, her legs parted. "OK,
Timmy, put those ones on me. Go on, slide them up my legs," she
said, holding one foot up for me.

I slid the panty over each foot and then slowly dragged them up
her beautiful legs. As they started to tighten on her thighs,
beginning to disappear under her skirt, she whispered, "Go on,
push them up, sweetie."

She lifted her skirt as I pushed her panties upward, holding it
level with the juncture of her legs, her pussy just out of sight,
but I knew her bare cunt was right in front of my face. I could
smell its sweet, pungent odor. I stopped pushing up on her
panties and just stared into her skirt. She waited patiently, not
saying a thing.

She waited. I kept staring, expecting to get in trouble but I
couldn't help myself. Still, she said nothing. Finally,
suspecting that I was afraid to go further and might need
permission, she said, "Push them right up, honey."

I slid the flimsy little panties up, pulling them up over her
hips, snugging the bottom against her pussy. My cock was hard as
rock!

She turned and faced the bed. "Undo my bra, Timmy." I didn't
move, I couldn't believe my ears. She repeated "C'mon honey, take
my bra off." I stood up and started to fumble with the back of
her bra.

"No, silly, the snaps are in the front."

Feeling stupid, I reached around her and shakily started to
fumble with the front of her bra, not being able to avoid
accidently cupping her wonderful little tits in my hands. She put
up with this for a minute and then said, "I'll do it. Men!" A
quick movement of her fingers and the bra fell apart. I stared
down over her shoulders at her little tits hanging there with her
nipples sticking proudly up in the air. She'd never let me see
her tits before. I couldn't move, I was mesmerized.

"Unzip my skirt," she whispered. "I can't tan in a skirt, now can
I?"

In a daze, I unzipped her skirt and let it fall to the floor. I
has looking at her bare ass with just the hip straps of her
panties joining together and disappearing in the crack between
her cheeks. Unfucking believable. She put her knee up and crawled
onto the bed. Slowly. She pulled the pillows out, tossed them to
the side, and laid down flat on the bed, on her tummy, her legs
stretched out but parted slightly. She turned her head to the
side and looked back at me. In a soft voice, she said, "Put the
lotion on me, honey. Take your time and make sure you rub it in
deep. We still have a least an hour before Dad gets home."

"I'll do a good job, Mom."

"Take your jeans off. I don't want you to get this oily lotion on
your clothes, it'll stain them."

She turned her head back and cradled it in her outstretched arms,
closing her eyes. I dumped my pants in record time, stumbling
around in my rush.

I started on her feet. Without lifting her head or opening her
eyes she said, "No, start up by my bum, baby." And she opened her
legs a little more. I scrambled up between her legs and gently
pried her legs apart even farther as I worked my hands up her
legs, sliding them up toward her ass.

"Looking good, Mom."

"Shhhh, honey. Don't talk. I want to rest. Work it in good, but
behave yourself."

"OK, Mom, but before you doze off let me put a pillow under your
tummy so I can get the lotion on better." Without a word, she
raised her hips and I slid a pillow under her. This raised her
ass up enough that I could see the bottom of her pussy.

I squeezed a pool of lotion onto the small of her back and
started spreading it up over her shoulders. As I worked it into
her upper back, I slowly brought my right knee up between her
legs until it was firmly pressing against her bottom. I squeezed
another puddle of lotion into the small of her back and began
working it in down toward the rise of her cheeks, and the swell
out over her hips. I pressed down into her and pulled on her
flesh, back toward my knee in a rocking, rowing motion.

I continued this with another dollup of lotion until she started
to breath deeply and regularly. I squeezed the next two doses of
lotion onto her cheeks, and started to massage it in as the same
time, one in each hand. Her breathing didn't change, and she
uttered no warnings. I slid my hands up to grasp her hips and
pulled her back toward me, simultaneously pushing my knee further
forward. Her pussy was now resting on my the top of my knee.

I returned to her cheeks and began to rub another helping of
lotion into her ass. I spread it wider, dipping into the crack
between her cheeks, and pushing it up into the small of her back,
then pressing down and back to bring her against my knee. Her
breathing changed. I wasn't sure, but I thought I heard a very
low moan. I kept this up for several more minutes. I was now
clearly working her pelvis up and down my knee.

I paused to dump a large pool of lotion higher up her back,
between her shoulder blades, and leaned forward to work it in. As
I leaned forward, my knee pushed even further under her, lifting
her pelvis up so her ass arched slightly up toward me, and her
thighs draped over mine.

I worked the lotion quickly out from between her shoulders,
slipping my hands around to the sides of her breasts. I pushed my
hands in towards her nipples, like I did in the summer, expecting
the "Timmy" response to trigger my retreat down the sides of her
tummy, but I didn't hear it. Maybe she really was asleep. Or did
she want me to feel her up? Was she trying to prove I wasn't gay,
to prove Dad wrong?

I reached right in and cupped her tits fully in my hands. Her
hard nipples poked into my palms. I kneaded her tits gently,
rolling her nipples around in my palms. They were as hard as my
cock, which was now pressing into my Mother's ass. I took each
nipple in between my fingers and started to gently tug at them as
I started lightly dry fucking against her ass. Her only response
was to breath in short little gasps, but she still appeared to be
sleeping. She was letting me have my way with her.

I let go of her tits and drew back, resting my head in the small
of her back above her ass. I slipped my hands along her tummy in
my old move and down into the juncture at the front of her
thighs. I slid my fingers right down and over her pussy, sliding
over her mound. There was a sharp intake in her breath, but no
'Timmy' command. I slipped my fingers underneath the material of
her panties and brushed my index fingers lightly up and down her
bare pussy. My fingers began getting wet and slippery. I used my
fingers to pull her pussy lips apart and gently pushed them into
her cunt. I worked them around in her for several minutes and she
did nothing to stop me. She breathed harder, but kept her eyes
closed. Fuck. Oh, fuck. I slipped my fingers further into her
cunt. She grunted. She actually grunted. I pushed them right in,
then in and out several more times, then in again and I held them
there, twisting them back and forth. She was really wet. I kept
working my fingers in her. She was grunting regularly now. Ungh,
ungh, unghh. The pretense of sleep was pretty thin now. Then she
came, flooding my leg, her pelvis thrusting involuntarily against
my thigh buried between her legs.

Ohmygod, I'd fingered my Mom. Ohmygod. This was incredible. I
pushed up and leaned over her. I began thrusting my gaunchee
covered cock against her ass. I came within a minute, gushing my
seed onto her ass where my cock poked out of my underwear. I'd
dryfucked my Mom, and come onto her!

I pulled back, panicking a little now. But she didn't move. I ran
into her bathroom and grabbed a washcloth and rushed back to
clean her up. She didn't stir until I was finished. Then, she
turned to me groggily, as if she'd just woken up, and said, "I
think I dozed off, honey. Did you do a good job?"

"Yeah, Mom, but your skin's really loose. I don't think we can
wait until next Sunday." She smiled, probably at the audacity of
her precocious child.

"I don't know sweetie, we can't tan when your Dad's around."

"I could skip some classes, Mom."

"I don't think so. You get out early on Wednesday, maybe you
could come home early and tan instead of playing on your
computer. Can you do that?"

"Absolutely, Mom."

"But there's just one thing, dear." Oh christ, the "dear" word.
Here it comes. "You need to join the soccer team to make your Dad
happy. Just for this year, OK?"

"Ahhh, Mom, I hate playing sports. I'm no good at them."

"Just try dear. It would make your Dad so happy. Please? Do this
for me. Then we can keep tanning, honey. You like tanning, don't
you?"

"Yes, Mom. I'll join."

"Good boy."


On Wednesday, we tanned again. We had a longer session since we
didn't have to get lotions. I didn't get any farther, but I spent
a lot longer kneading her tits, and pulling on her nipples. This
seemed to get her very worked up. I laid right down on top of
her, squeezing her tits while I humped against her ass. I lasted
longer this time and I didn't immediately rush to get a towel to
clean her up. No, I waited for a few minutes, then pressed my
cock against the crack of her ass and worked my come around on
her cheeks. When she heard me pull my jeans back on, she replayed
the 'wake up' routine again.


I joined the team on Saturday. I was pathetic, but my Dad was
thrilled. We went for burgers after, and he started talking about
us going fishing on Sundays but I complained that I'd be too
stiff and, anyway, I didn't want to take him away from golf
because I knew he really loved it. He tousled my hair and said I
was a really good kid.

When we 'tanned' the next day while Dad was golfing, I told Mom I
needed to work on her front. She had barely closed her eyes
before I was kneading her tits. I tugged her nipples for quite a
while and then started to suck them, pushing my mouth over her
whole little tit, and slowing sucking back and squeezing her
nipple between my tongue and teeth. While I did this, I had my
cock laying in the crevice of her pussy. She was breathing in
ragged gasps. I lifted her legs up and bent them right back,
pressing them against her tits. I clambered up over her and slid
my cock along her upraised cunt. You'd have to be dead to sleep
through that, but she still pretended to wake up after I was
finished.

As she was getting up, she noticed that she had absolutely
nothing on. "Timmy," she said, "you were very naughty. You took
my panties off, you bad boy."

"I had to, Mom. Your skin is really rough there. It looks like
its been chafing on your panties. I don't think you should wear
them for awhile."

The next day, I told Mom I'd been reading on the internet about
how good vitamin reinforced lotions were for you, especially if
rubbed in deep. But in addition, it helped for some areas of the
body to surprise the patient, rubbing the lotion in when they
expecting it. This 'shocked' the skin into a much better
response. My Mother found this hard to believe, but I insisted
that I'd read it in an online encyclopedia, and offered to show
it to her. This I did, and Mother never twigged to the fact that
I was the one that had contributed this item (it was actually
removed in less than a day). Mom agreed with me that I could
surprise her once in a while with a 'lotion' attack.

That very night, while Dad was watching the news, I joined Mom in
the kitchen and slipped my lotion covered fingers up her skirt
from behind. She was quite angry, whispering harshly to me to
stop it right now, that my Father was in the next room. But I
didn't. I grabbed her hair so she couldn't slip away and
continued to grind my cupped fingers against her, massaging into
the bottom of her ass and inbetween her legs. Withing seconds,
she was quite slippery. I cupped her pussy and stared sawing my
hand back and forth along its length.

I let go of her hair. But she didn't pull away. Instead, she
continued clutching at my hand with her pussy. I worked it
against her cunt from behind. I put my hand gently on the front
of her throat and put my mouth close to her ear. "Work my hand,
Mom, c'mon, work it." And she did. I helped her, of course,
pressing my thumb in and swirling it around in her pussy. I stuck
my tongue into her ear when she came, "We need to tan every day
now, Mom. Come downstairs tonight."

That night, I bent her over the ottoman and spread lotion over
her ass. Without any further ado, or pretense of tanning, I
pushed my cock up against her and pushed it into her cunt. I
fucked her slowly from behind, holding her hair like a pair or
reins. I alternated between gently working my fingers into her,
and grinding my cock into her. She came incredibly hard, as did
I. I think sex with my Dad was very tame. He didn't control her
and do things like I did. I think she liked the rawness of the
way I treated her.

After that, I didn't wait until Dad wasn't around to feel her up.
In fact, I preferred it if he was nearby, and I think she got off
on the danger of it too.

One Saturday, when I came home from soccer (oh yes, I was still
playing soccer, I actually became quite good), Dad was watching a
football game. I found Mom in the kitchen baking and just pushed
her down on her knees and fucked her mouth, pulled back, and came
all over her face. I wouldn't let her clean it off, said Dad
would just think it was dried flour. She started crying and ran
upstairs to her room. I went in to the living room, said Hi to
Dad and, saw the game was going to be on for awhile, and followed
Mom upstairs.

She was on the bed sobbing. I went over, grabbed her ankles,
pulled her back, flipped her skirt up, and fucked her from
behind. When I was finished, I asked her if the cookies would be
ready now. She got up and started toward the kitchen, my come
dripping down the inside of her thigh and drying on her face. I
stopped her. Got a warm face cloth, and lovingly cleaned her up,
whispering to her about how much I loved her. Then I told her
that I was looking forward to a special tanning session the next
day but that she was too beautiful and sexy for me to wait, that
she needed to come downstairs again that night and, "Don't forget
the lotion."

I loved my Mom. She'd started something with me that she couldn't
stop. And I would never let her quit! "I just love your ass,
Mom," I said as she walked away from me.

She gave it a little bounce and extra sway, turned her head back,
smiled sweetly, and sang "Tonight's the night." She was still
humming that tune at dinner. Dad asked what had gotten into her.
"Nothing," she replied, then looked at me and mouthed, "yet."

It was hours before she came downstairs. By the time I got into
her my cock was so hard I thought it would snap. She loved it and
so did I. It was almost morning when we snuck back upstairs. My
mom was a tanning machine!
