Empty Nest Ch 07

"Just sit back and relax, baby," I told my son as I climbed on top of him. "This way I can be in control, and maybe you'll last longer." Ben smiled up at me, hypnotized by my wobbling breasts. I gently took his hard penis in my hand and guided it to my opening. He squirmed in pleasure, waiting at my entrance. "Ready?"

"Yeah," he panted. His hips bucked impatiently. I lowered myself onto him, taking him in inch by inch. Together we hissed in pleasure.

It was a chilly March evening, and Ben and I had only been having sex for a few weeks, trying to make a baby. It was still a novelty, kind of awkward but exciting and new. Ben usually came within about a minute of entering me, and we'd been working on his stamina. I suggested we try it with me on top, and he seemed to be liking it so far.

"Oh God," he moaned, grabbing my hips. "I think it's even better this way." I was rocking slowly and deliberately on top of him, trying to make it last.

"Good," I smiled. "You don't need to thrust. Just let me do the work, and let me know when you're close."

Ben smirked up at me, red-faced. "I'm close already."

I laughed. "That's okay. We'll just pause. Play with my boobs a little." I slowed, almost to a stop. Shifting my weight back and forth just enough to keep Ben hard.

He reached up and grasped my pendulous breasts, gently teasing my nipples the way I'd showed him. He was in heaven. Just a few weeks ago he'd been a virgin; he'd admitted to me he'd never even kissed a girl. Now he was getting laid almost every night. We might have just been trying to give me the second child I'd always wanted, but Ben's excitement always turned me on.

I started moving a little faster, just so I could watch his expression change. He writhed around under me, pinned down by my weight. "Oh God... oh, Mom..." he whined, and I felt him thrusting up into me, unable to contain his excitement. I positioned myself so I could feel his hardness against my clit and I groaned too.

"Just remember, baby..." I whispered. "Nice and slow..." But Ben's animal instincts were taking over. He grasped at me, squeezing my breasts, my hips. He slammed his penis up into me.

"Oh God. Oh God!" He cried, and despite my best efforts he erupted inside me, filling me with his warmth. I watched over him lovingly as he rode out the explosive sensation, rolling around like a man possessed. When it was over, he slumped back into the pillow, and looked up with embarrassment.

"Sorry," he muttered. "It just felt too good."

"It's okay," I told him. I could still feel him twitching inside me. "We'll keep practicing. I'm glad it felt good." I groaned as I rolled off him and laid down, elevating my hips, trying to keep his seed inside. "Besides, you did what you needed to do." I patted my stomach, praying this healthy young man's sperm would find my egg.

Ben cuddled up to me, holding me in his arms, his head on my breast. He kissed my cheek, then went for my lips. "I love you, Mom," he sighed.

"I love you too, sweetie," I told him. He kept kissing me.

"I want to keep doing this. Every night," he gushed. "It feels so good... and I love you so much... I never want to stop..."

I murmured appreciatively, but inside I was worried. Maybe the novelty of our sexual encounters would wear off, but right now it seemed like Ben just kept getting more and more excited and more and more attached. I loved him dearly and I was having fun too, but I wanted him to be able to go off to college and have a normal life.

"You'll be able to get cuter girls than me at college," I told him. Ben's face fell.

"You're beautiful, Mom."

"Thank you," I smiled. "But don't you want to be with girls your own age?"

"Being with you feels amazing. Why would I want anyone else?"

My tone changed. Enough with the flirting. "Ben, I mean it. I want you to go out and date girls and have a great social life. It's great that you're helping me have a baby, but I don't want you feeling tied down by me, okay?"

Ben sighed. I tried to pump him up.

"What about Emma?" I asked. Emma was the cute girl in his friend group I knew he had a crush on. "You're getting pretty good in bed. You could show her a good time."

"Mom!" Ben turned beet-red. Soon we were laughing together, cuddling up under the blanket naked like it was the most normal thing in the world.

A lot had changed since then. It was October and I was in bed alone-- or as alone as I could get with Ben's baby rolling around inside me. I was 33 weeks pregnant, well into my third trimester. My pregnancy insomnia had gotten worse, and I was up at three in the morning, trying to find Ben's girlfriend on Facebook.

During our phone conversation earlier in the night, Ben had assured me that Kayla wasn't his girlfriend. They'd only been "hanging out" for a few weeks. It had just happened. I told him I was happy for him, and I was, but that didn't change the fact that I'd fallen in love with him. I was jealous.

So I was scrolling Facebook in the middle of the night, frustrated I couldn't find this girl and compare her to myself. I wanted to know what I was in for before she and Ben came to visit. I hardly felt my prettiest, laying unwashed in bed, wearing one of Ben's old XXL t-shirts over my enormous belly, every part of my body swollen and aching. I felt old and fat and unloved, and I just wanted my son all to myself.

I was still feeling sorry for myself by the time Friday rolled around and I went to the bus stop after work, waiting for Ben and Kayla. I thought I looked decent as I leaned against my car. I'd gained sixty pounds since I got pregnant, but I had just bought some new work-friendly clothes to see me through to the start of my maternity leave.

My blue blouse hugged my belly and my chest but wasn't too tight, and I'd found a nice dark skirt with an elastic waist. I wore leggings underneath to fight the cold, and hugged my jacket around me-- it was old, and didn't quite close over my stomach. I had butterflies as I waited, and it wasn't just my new son kicking me in the ribs.

The bus arrived. Ben stepped off first, looking scruffier than ever, his new beard overgrown. The girl behind him had to be Kayla. I sighed when I saw how cute she was. Not a model by any means, but young with a sweet, friendly face and long dirty-blonde hair under a knit cap. I couldn't get a look at her body under her coat, but I knew she was smaller than me.

She lit up when she saw me; in fact she noticed me before Ben did. As she approached I noticed she had a gift bag in her hand. "Hey!" she called out. "You must be Mrs. Marshall!"

"What gave me away?" I laughed, touching my very conspicuous belly. I had six weeks to go, but as strangers reminded me every day, I looked ready to pop.

Kayla hugged me, not something I'd expected. "I'm Kayla," she said. "It's nice to meet you! I've heard all about you!"

"And I haven't heard too much about you," I said with a smirk. "Ben's been keeping you a secret."

She laughed as Ben showed up, carrying both of their bags. "Hey, sweetie," I said. He put down the bags and gave me a half-assed hug, squishing my belly. His baby squirmed inside me.

"Hey, Mom," he said. "Is the back unlocked?"

I nodded and he loaded the luggage into my car. Kayla pushed the gift bag into my hands. "I wanted to get you something for the baby," she said. "Thanks for letting me crash."

"Oh, you didn't have to," I said as I opened it. Inside was a gorgeous blue blanket. I took it out and examined it. "Oh my God, it's so soft!"

Kayla smiled. "My cousin makes them."

"Thank you so much," I said, stroking the blanket and imagining my new baby wrapped up in it.

I was annoyed, because I wanted to hate Kayla. I wanted her to be rude, not good enough for my son, but she was perfectly sweet. I wanted her to be vapid but she was a chemistry major and seemed pretty sharp. She chattered with me about my pregnancy all the way home, seeming genuinely interested.

I was also annoyed because the effort she was putting into getting along with me probably meant she was very invested in Ben. I saw the way she looked at him, the little affectionate touches she gave him, the sweetly teasing tone in her voice when she mentioned him. My son himself was harder to gauge. He was quiet, and seemed a bit uncomfortable.

That's not to say he was being a jerk. He was just polite, which was something he hadn't been towards me in a while. Nice, but distant. Maybe he just didn't know how to act around me anymore. It seemed like he thought if we were too affectionate it would be suspicious.

When we got home I watched Kayla take off her coat. She was average-sized, not skinny, but next to me she looked like a chiseled Greek statue. I glared jealously at her small, perky breasts, her slim thighs, her flat stomach. Ben had made me feel beautiful through my pregnancy, loving on all my curves and soft parts, but was this really what he wanted?

Kayla didn't catch me checking her out, but Ben did. He shot me a look, then went over to Kayla and gave her a kiss.

"I'm going to change into something more comfortable, then I'll get dinner started," I announced. I'd told the kids on the way home that they deserved a home-cooked meal after months of dining hall food. They went to sit in the living room while I lumbered upstairs.

In my bedroom I stripped out of my clothes, remembering the time a few months ago when, overwhelmed with hormones, I'd come home early and given Ben a blowjob while still dressed for work. It made me happy to remember how exciting that'd been for the both of us, how surprised and overwhelmed he was, how well I'd been able to pleasure him.

I looked at myself in the mirror, wearing just my bra and maternity panties. I'd grown in the month since Ben had saw me last, and was really approaching the "big as a house" stage. My stomach, full of Ben's child, was huge and round and tight, ringed with stretchmarks, my bellybutton pulled flat. My breasts had swollen to E-cups, and were beginning to leak a little milk. My hips were wide, my thighs thick. Everything jiggled when I moved.

Part of me thought I looked disgusting in the mirror. The belly looked silly on me; I was too old to be pregnant. Even once I had the baby I would be huge. Kayla's skin wasn't marred by wrinkles; she didn't have gray in her hair.

But the other part of me remembered that afternoon not so long ago when I'd knelt in front of my son and sent him to heaven. I remembered the last time he'd come to visit, when he hadn't been able to wait until we got home to undress me, and I'd shown him my breasts in the car and jerked him off.

I was still sexy. I'd been sexy when Ben first enthusiastically climbed on top of me, and I was sexy with his baby in my womb. I didn't want to interfere with my son's new relationship, but maybe it wouldn't hurt to give him a little reminder.

I changed into a maternity tank top that'd worked well up until last month. Now it showed too much cleavage and clung tight to my pregnant shape. Next I struggled into a pair of soft leggings that hugged my big butt and left little to the imagination. I put on a cardigan for the appearance of modesty, but I was still showing off my body plenty.

I didn't need to waddle through the living room on my way to the kitchen, but I did. Ben and Kayla looked up from where they were cuddling on the couch. Ben looked white, seeing how much of myself I was exposing. Kayla just smiled.

"Are you sure I can't help you in the kitchen, Mrs. Marshall?"

"No, you guys relax," I said with a big smile, turning to them, showing off all my angles. "It'll be ready in 45 minutes."

As I shuffled out, I desperately wanted to look over my shoulder, to see if Ben snuck a glance at my wide swinging hips and jiggling ass. It was fun to imagine it, and I thought about what might be going through his head as I got dinner started.

He came into the kitchen not long after and began to set the table. I could feel his eyes on me. My body tingled. "Let me get that for you, Mom," he said as I struggled to lift the chicken out of the oven. Once he was close to me, he whispered, "don't you think you're showing a little too much?"

"I'm just trying to be comfortable," I whispered back innocently. "Did Kayla complain?"

"No, but..." Ben looked me over, his glance lingering on my cleavage.

I watched him ogle me. "But what?"

At that moment Kayla appeared and Ben went red. The two of them finished setting the table while I plated our meal.

It was an interesting dinner. We made chitchat, Kayla laying on the praise for my simple cooking and telling me I was brave to have another baby alone at my age. Ben seemed uncomfortable with the topic of my pregnancy and kept trying to change the subject. I felt both pairs of eyes on me and my revealing outfit.

Ben's sneaky glances were lustful while Kayla looked at my body with what seemed like both fascination and horror. I looked at Kayla's chest and wondered if Ben missed my big heavy breasts. I wondered if Kayla worried that someday she'd look like me. She was affectionate with Ben through dinner, resting her hand on his knee, touching his shoulder, at one point stroking his beard.

She was making me jealous, and my mind dreamt up scenarios where I could get Ben alone this weekend. How would he act without her around? I hadn't imagined those glances at my cleavage. If Ben wasn't still attracted to me, he wouldn't be acting so weird.

"When are you guys heading out?" I asked as we finished eating. I knew they'd made plans to meet up with some of Ben's hometown friends.

"We should probably go now," Ben said, checking the time.

"There's no rush," Kayla said. "Let me do the dishes, Mrs. Marshall. That dinner was so great."

"Don't worry about it," I told her, pushing my chair back and patting my stomach. It had swelled even further as I ate, and my tank top rode up, exposing a few inches of stretched bare skin. "I think the baby liked that dinner almost as much as you did, Kayla."

She stared at my stomach. "Is he kicking?"

"He always does after I eat," I smiled. "Want to feel?"

Kayla approached me and put her hand on my tummy. I looked at Ben, who seemed anxious. "His feet are over here," I said, taking Kayla's hand and guiding it to my ribs, right below my breast.

She giggled when she felt her boyfriend's baby move in my womb. "That's so cool! Ben, come feel!"

Ben hesitated, but he joined her. I sat back in my chair and enjoyed the feeling of their hands on me.

"I can't believe you used to be in there," Kayla said to Ben, and he blushed.

"Me neither," I said. "And I never got this fat when I had Ben."

"You look great, Mrs. Marshall," Kayla told me. "You're glowing."

"Thanks, Kayla. It's nice to hear that." I eyed Ben, as if urging him to remember all the times he'd told me I was beautiful-- and sexy-- in the months since we'd started making love.

"Doesn't she look great?" Kayla asked Ben.

"Yeah," my son stammered. "You look great, Mom."

Kayla did insist on doing the dishes, while Ben fretted about being late to see his friends. I relaxed on the couch for a while, then waddled back to the kitchen. Kayla was in there alone, working on the pots and pans.

"I can finish that, honey," I said. "You guys go meet your friends."

Kayla eyed me, and finished up the pot in her hands. "Mrs. Marshall, can I ask you something?"

My heart skipped a beat. Had she picked up on something? Had Ben told her something? He was nowhere to be seen. She wanted to ask this in private. I just nodded.

"Is it okay if I stay in Ben's room? I'll sleep on the couch if you rather I didn't."

I let out a breath I didn't know I was holding. "Of course," I smiled. "I'm not that old-fashioned, don't worry."

"Thank you," Kayla replied.

I lowered my voice. "Just be careful, okay? Use protection if you fool around. You don't want to end up like me." I poked at my belly, and Kayla laughed.

Soon they were gone and I had the rest of the evening to myself, but I was wiped and all I could do was go to bed.

While I laid on my side, my body awkwardly propped up with half a dozen pillows, I couldn't help wondering if Ben would actually have sex with his girlfriend in my house. Surely he could keep it in his pants for a few days, right? He wouldn't do that to me?

I had my answer before long. I was a light sleeper these days, and though Ben and Kayla tried to be quiet as they came home around one in the morning, I heard them laughing together. My mood soured: they'd been out late having fun, while I was alone in bed, dying of heartburn and getting headbutted in the bladder.

I heard muffled voices as they settled in Ben's room, and for a moment it seemed like they were going to sleep, but then the giggling picked up again. Ben's room wasn't right next to mine, but it was close enough I could hear one of them shush the other... and not long after, a gasp of pleasure.

I laid there in bed, eyes open, unbelieving. I'm sure they thought I was asleep, though I'd told Ben about how bad my pregnancy insomnia was. I was embarrassed to overhear the rhythmic creaking of Ben's bed, the sound of his headboard hitting the wall. And even more embarrassed when I realized, of course, I had to pee.

By this point in my pregnancy I was getting up at least twice a night to use the bathroom. But I didn't want Ben and Kayla knowing I could hear them, so I had to hold it. The pressure in my bladder grew as I waited for it to stop... imagining Ben on top of her, thrusting in and out... using the moves I'd taught him to delay his own orgasm...

I'd put my hands in my underwear without even realizing it. I was all hot and bothered listening to my son have sex. I had him first, I thought to myself, frustratedly playing with my clit. I taught him everything he knew. Did Kayla think he was a virgin when they met? Did she appreciate everything I'd shown him how to do?

When Ben and I had first started he could only last a minute or so at a time. This seemed to be going on forever. My breathing got shallow and fast as Ben's bed kept creaking. I'd made love with him there. I tried to envision him on top of me, bent over my enormous belly, pounding away, trying to make me feel good, but in my mind's eye I kept getting replaced by Kayla.

Sweet little Kayla. I'm sure she had flawless skin, no wrinkles or stretch marks. I bet her pussy was shaved, not like the overgrown jungle I had between my thighs. I bet she had more stamina than the 42-year-old pregnant woman who could barely get up a flight of stairs...

I realized I was masturbating to the thought of the two of them together. Imagining Ben squeezing small firm breasts and sucking little pink nipples and gently pulling dirty-blonde hair. I could hear her breathing. Gasping. Moaning. Ben was doing something right.

For a moment, my ridiculous mind wanted me to sneak down the hallway and try peeking in Ben's door. But my sneaking days were far behind me. I tried to ignore the pressure in my bladder and the stomach-churning sensation of Ben's baby trying to do a somersault in my uterus. I could barely reach around my belly.

I pressed my fingers to my clit as hard as I could, my own hitching breaths filling my ears, threatening to drown out the sounds of Ben and Kayla. My crotch was swollen and sensitive. I imagined Kayla's pussy was petite and pretty, not like mine with its dark, bulging lips and strong fragrance.

Why did it turn me on to think of Ben having sex with her, at the same time that it made me furious?

I heard the escalating grunts I knew all too well: Ben was about to finish. So I pushed myself harder, harder, imagining his skinny body working hard on top of hers, his muscles bulging, sweat dripping down his chest...

I came, more or less at the same time my son did. I couldn't hold back a moan, though I bit my lip as hard as I could. I prayed the kids were too wrapped up in their own fun to notice. My orgasm was intense, rippling through my body, every part of me tightening then relaxing. I felt pleasantly warm as I laid there recovering, though my bladder was throbbing now.