A Mother with Benefits

Once again, I included what are essentially footnotes or "pop ups" which provide extra information. They are clearly marked and feel free to skip them. They are not required to enjoy the story. This time all but one of them is after the end of the story.

This is a work of fiction and all characters are eighteen or older.

1

It had been a week since Theodore agreed to as ask his girlfriend to come to his parents' house for dinner. He was at a restaurant with Mary Ellen trying to think of a way to phase it that didn't sound like, "I want you to meet my parents." He ran through different versions in his mind but they all turned out the same.

"Are you alright?" she inquired.

"Why do you ask?"

"You seem distracted." she answered.

With a resigned sigh, he finally decided to just tell her the truth.

"It's my mom."

"Is she alright?" Mary Ellen asked with genuine look of concern on her face.

Surprised by her reaction, Theodore quickly said, "She's fine."

Mary Ellen visibly relaxed and asked, "What is it then?"

"It's just that sometimes she gets a bee in her bonnet." Theodore took a deep breath and continued, "Your name has come up a few times in conversations with my parents and they want you to come to their house for dinner."

Mary Ellen was pleased, but also a little nervous. She liked Theodore more than he knew. He was different from the other men she dated. When she set limits on what he could do, he would take it in stride. He wouldn't get mad or become overly aggressive. Best of all, he would remain in a good mood and they would still have fun.

She was aware of several women that were after him. She'd overheard two of them and knew they were very willing to go much further than she was. Mary Ellen was dying to know why he still asked her out, but was afraid to jinx things by asking.

Mary Ellen was taking so long to answer that Theodore thought he'd screwed the pooch. When she finally smiled and asked, "Will you be there?" he couldn't help but laugh.

2

When the fateful evening arrived, everyone seemed to be a bit uneasy with the exception of Ward. He had helped June all that he could to get things ready, and then did his best to stay out of her way. His only duties now were to keep his wife calm and to make Mary Ellen feel as comfortable as possible.

True to her word, June prepared a low-keyed family dinner. The good china and silverware were nowhere to be found. Everyone hit it off great as the meal progressed, particularly the women. June thought Mary Ellen looked familiar when she walked through the door. It turned out that they had both put on pink t-shirts and participated in a breast cancer awareness walk back in October.

"You know, Theodore went on one of those walks with me back when he was in high school." June smiled at him sweetly and added, "He's always been such a good boy."

Theodore was embarrassed, but did his best to smile.

When June discovered that Mary Ellen was a nurse at a different hospital, she playfully scolded her son for not telling her. Later on in the conversation, Mary Ellen revealed that she had a special reason for attending the marches. Her mother had passed away from breast cancer when she was in nursing school.

June clutched Mary Ellen's hand and said, "Oh you poor dear," then looked over at her son and gave him a look that would curdle milk.

Theodore looked back helplessly until Mary Ellen said, "He didn't know. It's a subject I tend to avoid, especially on dates. All of you made me feel so welcomed that when the subject came up I found myself telling you."

Ward jumped in and suggested, "I don't want to be forward, but I think the four of us should check our calendars to see if we can make a day of it this October."

June gave her husband an approving look and the conservation continued on to less serious subjects.

"You have a lovely home," Mary Ellen observed. "I couldn't help but notice you have a lap pool."

"It's a bit extravagant, but we get a lot of use out of it," Ward explained. "It's enclosed and heated so we can use it year-around."

June smiled at Marry Ellen and added, "Its great exercise, especially for women built like us."

His mother's words prompted Theodore's eyes to seemingly move of their own accord to focus on her twin mounds, then over to Mary Ellen's. They both certainly knew how to fill out a dress. He was pondering how they would expand a tight sweater when he looked up to find both women staring at him. Not only had he been caught checking out their tits, but everyone had seen his gaze flit back and forth between the two women before he realized that he was being watched.

No one said anything or even moved until Theodore could feel heat rising to his face. Ward didn't make a sound, but it took so much effort to keep from laughing that his eyes began to water.

You could have heard a pin drop when June asked, "Isn't he cute when he blushes?"

Mary Ellen smiled bashfully which caused Theodore to blush even more.

An extended groan sprang from his lips, "Mommm."

"It's alright honey. I'm sure Mary Ellen knows exactly what I'm talking about. Jogging isn't the best exercise for girls like us."

Looking back at Mary Ellen, June asked, "Do you swim?"

"Yes, as much as I can. My fitness center has a pool, but nothing like yours. I was surprised to see it in a private home."

"Then you must use ours," June insisted.

As Theodore watched the two women talking, he became self-conscious. They had similar speech patterns and at times they even made the same gestures.

He hadn't set out to find someone like his mom, but he obviously had. Seeing them side by side, they looked as if they could be mother and daughter, maybe even sisters. When Theodore looked over at his dad, Ward had a knowing grin on his face and gave him a wink, obviously noticing the same thing.

After dinner Mary Ellen offered to help clean up. The women were having a wonderful time talking at the sink and were totally oblivious to what the guys were doing. The men did their best to help but soon ran out of things to do. Feeling useless, they retired to the family room.

Once they were seated, Ward said, "That's quite a girl you have there."

"You really think so?" Theodore asked.

"I do and your mother's quite taken with her too," Ward added.

Theodore looked embarrassed and explained," I had no idea how much she was like mom until I saw them together." After a slight hesitation, he asked, "Do you think I'm weird?"

Ward saw the look of concern on his son's face and thought he knew what was troubling him. Just to make sure, he clarified Theodore's question. "Because out of all the girls you dated, the one you like most is very similar to your mother?"

"Exactly," Theodore replied.

"That's not weird at all. It's common to be attracted by a place or person that reminds you of home. You're comfortable with Mary Ellen because you find her familiar. You find her familiar because she shares many qualities with your mother."

"You really think that's it dad?"

"Yes" Ward replied. "I liked her right away, probably for the same reason."

3

The house seemed empty. The kids were gone and Ward had already gone to bed. Her only company was their old dog Buddy who was on the couch with her in the family room. As she scratched him under his gray snout, June found herself reminiscing about that march with Theodore all those years ago. He agreed to go with her even before she told him that he would be earning points. She was proud of him for that.

She was also proud when she introduced her handsome son to the women she worked with at the hospital. He had a relaxed sense of humor with older people that he lacked with girls his own age. It wasn't long before he had the ladies giggling. June remembered how aroused she felt when she slipped her hand under his shirt to pin a pink cancer awareness ribbon to his chest. It was as if she was staking her claim, telling her coworkers that he belonged to her.

As she strode down the city streets behind her son, June noticed that some of the womenfolk couldn't keep their eyes off him. She couldn't blame them. It was taking all of her self-control not to reach out and squeeze that tight little ass of his.

June grinned when she recalled that the garage door wasn't even completely down when she grabbed his hand and rushed to the kitchen. She had already lowered her saturated panties before she thought to ask, "Do you want to spend your points now?"

Theodore cracked up. She remembered how foolish she felt looking up at her son while she was stooped over with her panties wrapped around her knees. It wasn't long before she burst into a fit of giggles. When their laughter finally subsided, he effortlessly picked her up and sat her bare ass on the kitchen table where she had some of the best sex ever. Her son had been right. Being friends added another element to sex. She enjoyed being his "Mother with Benefits."

When she came back to reality, Buddy was licking her hand. She noticed that her panties were damp and instinctively tucked her legs up underneath her. The pressure of her thighs on her pussy was pleasant. June was looking forward to October when all four of them would be attending the march. It was sweet of Ward to suggest it. The evening had turned out even better than she had hoped and Theodore had found himself a nice girl. Yes, she was content with everything except that hunger between her legs.

When a quiver suddenly emanated from between her compressed thighs, June asked herself, "What am I doing down here when there's such a considerate man upstairs?"

She turned off the television and said, "Time to go to bed Buddy."

4

Saturday dinner at the Cleaver's became a frequent occurrence. Mary Ellen offered to show up early so that she could help prepare the meal and learn some recipes. June had always wanted a daughter and loved the company. They began going shopping together and found it both pleasing and awkward when strangers assumed that they were mother and daughter. It turned out that they had similar tastes in clothing, partly because they faced the same issues. Both ladies were blonde with large breasts and didn't want to be thought of as a bimbo. In order to be taken seriously, they dressed conservatively to tone down their figures. One day at the mall June bought several sports bras and took the opportunity to tell Mary Ellen about her mother's situation, hoping that she would take the hint.

Ward had always dreaded going shopping with June, but now he was a little glum that he was seldom asked. Theodore was a little jealous too. He had always considered himself to be his mom's best friend, but now he had some competition.

Dinner at the Cleaver's home included wine. Ward was free to imbibe more than usual since he didn't have to drive. Theodore grinned when he noticed his dad refilling his mom's glass without bothering to ask if she wanted more.

Both men commonly sported an erection under the dinner table, but for different reasons. As Ward looked across the table at his wife and son, he knew that they had been together the night before and that he would be reclaiming his intoxicated wife shortly.

As Theodore looked across the table at the two women, he saw one that he had been with the night before and another that he would be with tonight. He was also a little envious when he looked at his dad, knowing what June was like when she was drunk.

Between the two men, Theodore had the more difficult time controlling the stiffness of his cock. It wasn't just because he was younger, he had a special handicap. Theodore had the memory of what happened at this very table when his father was out of town one weekend.

5

FLASHBACK TO HIGH SCHOOL DAYS

Theodore had learned his lesson from that first dinner with Marry Ellen and his parents. He was keeping his gaze at eye level while ogling the ladies' bodacious ta' ta's with his peripheral vision. He was checking out his mom when he noticed that she was wearing a birthday present he had given her back in high school. It was a short strand of pearls, almost a choker. He wanted to give her a longer strand, but that was all he could afford at the time.

He vividly remembered her wearing it with a light blue sundress that had white polka dots. He hadn't seen that dress in years but recalled every detail. It had two shoulder straps and needed them both to restrain the top his mother's cleavage filled to overflowing. The skirt was gathered at the waist and only reached a little more than half way down her thighs.

That image from the past brought to mind how great the house smelled that special day when he got home from high school. His mom had protected that dress with a ruffled white apron and was busy at the stove. He came up behind her, wrapped his arms around her waist and gave her a hug.

"Mmm...what smells so good?" he asked after kissing her neck.

Resting his chin on her shoulder, he saw that she was preparing her celebrated fried chicken. She had gathered hints over the years and experimented to develop this recipe.

"As you can see, I'm frying chicken. I'm also making corn on the cob, green beans and strawberry shortcake."

As usual, June was making everything from scratch. Nothing from a can was good enough for her table, not even the whipped cream.

"Your dad won't be joining us. One of his partners is sick and your dad's taking their place at a medical conference."

It was Friday so Theodore was already anticipating some action, but couldn't help asking, "How long will he be gone?"

"Don't be greedy," his mom scolded.

Theodore felt ashamed that his first impulse was to think of himself when his dad had to work and miss bowling. At first bowling had just been an excuse for his dad to get out of the house, but now he looked forward to it. Ward had joined a league and made some new friends. His teammates had even presented him with a custom bowling ball for being the most improved player. It sucked that he was going to miss it.

Theodore glanced around trying to think of something to change the subject when he noticed that it looked like they were going to eat in the dining room instead of the kitchen. The dining room table even had a linen tablecloth and napkins.

"Everything's so nice and you're wearing your pearls, should I change for dinner?" Theodore asked half seriously.

At the mention of her necklace, June lovingly pressed it against her chest with the palm of her hand and smiled.

"There's no need for that," she replied. "I was cooking when the mood suddenly struck me to use the dining room. Besides, with you going off to college who knows how many more chances I'll have to make a special dinner just for the two of us?"

June picked up a glass of wine from the counter and took a sip before turning over the chicken.

"Just because you don't have to get dressed up doesn't mean that you don't have to wash up before we eat. Now scoot."

Theodore reluctantly did as he was told, but not before he slid his hands under her apron and gave both breasts a friendly squeeze.

6

She called to check in with Ward when they sat down to eat. You could tell by the way she cradled the phone that she cared about the person on the other end.

June ended the call and said, "Your dad's all tucked in at his hotel and everything's fine."

She took a sip of wine and added, "Now we have nothing to do but enjoy ourselves."

When June returned the glass to the table, Theodore thought how unusual it was for his mom to have wine without his dad. Maybe it made her feel a little closer to him when he was so far away.

Everything was so fancy that Theodore automatically picked up his knife and fork, but stopped when he saw his mom using her fingers. The chicken was delicious. The skin was nice and crispy, and the flesh beneath was tender and moist. Some juice ran down his mother's wrist, but rather than wipe it off with a napkin, she raised her arm and slowly licked it.

The gesture was so salacious and out of character for his prim and proper mother that it gave his dick a tingle. Much to his delight, her odd behavior persisted as the meal progressed. He couldn't take his eyes off her tongue and lips when she licked and sucked her fingers. Then she started on the corn, delicately biting off a row along the entire length of the cob and sucking the salty butter as she went. She had started on the second row when the pressure on his crotch forced Theodore to shift position and adjust his jeans.

Licking and sucking, sucking and licking. When some butter landed on her ripe, voluptuous bosom and trickled between her mounds, he couldn't take it any longer. Theodore stood and walked around the table. With his mother looking up at him, he lowered his mouth and extended his tongue to capture the offending stream.

Moving his hands to her sides, he pulled her to her feet as he stood up straight. Spying the bowl of whipped cream, he stuck in his finger and told his mother to open her mouth. June smiled then did as she was told. He spread some whipped cream across her lower lip then kissed her. His tongue slipped past her silky-smooth lips taking the sweetness with it as it entered her mouth.

Next he dabbed some whipped cream on her earlobe. After licking off every trace, he nibbled his way down her neck. Undeterred by the necklace, Theodore carried on across the bare skin of her shoulder until his progress was blocked by the straps of her dress and bra. Without removing his lips, he pushed them down to her arm and continued. Moving his attention to her other side, he buried his face in the warmth of her neck. Covered by the cascade of her hair, he inhaled her fragrance before proceeding along the other shoulder. This time his mom slipped the straps out of the way as his lips approached.

June pulled her arms free one at a time when she felt her dress being lowered. He drew it down her waist and gave it a tug to slide it around the womanly flare of her hips. Once free, the dress fell into a heap on the floor. Theodore grasped his mother's sinuous waist and lifted her up out of the dress before placing her on the table. He took a step backwards so that he could take in all of her. When she leaned back onto her hands, Theodore thought she looked like an angel seated there in her white lace bra and panties.

He recalled those fashion models strutting down the runway and said, "Mom, all you need is a pair of wings and you could be a Victoria's Secret model."

At first June thought he was teasing. She was about to make a sarcastic replay but stopped when she saw the sincere look on his face.

Touched, she said, "That's one of the nicest things you've ever said to me."

She parted her legs to make room for him as he returned to her eager embrace. Theodore was thinking how lucky he was when they kissed. His tongue danced with hers as he gave her ample breast a possessive embrace. He could feel her nipple stiffen beneath the fabric of her bra and made circles around it with the tips of his fingers.

Sliding his fingertips up to her exposed cleavage, he slipped them beneath the lacy barrier and said, "I'm going to make an ice cream sundae and you're the ice cream. You won't be needing this."

His mom dutifully reached behind her to undo her top, releasing her twin scoops of luscious milky white flesh. They kissed again as he lower her until her back rested on the table.

Pealing back her unhooked bra, he could clearly see each little bump surrounding her areola. Having visual verification that her pink nipples were indeed aroused, he said, "I see you brought the cherries."