Looalie Gf and Mother. Uh Oh.

Recap: My girlfriend Stefanie is a dead ringer for my mother. They both resembled the mother of The Partridge Family who I've since been told was played by Shirley Jones, coincidentally the first name of my mother. When we started going out this put me off and I had trouble getting it up. So we broke up, though before we went home for the summer, she said she was still interested and urged me to seek counselling. During the summer my mother gradually seduced me and when college resumed, Stefanie and I successfully reconnected. Here is where it left off after our first lovemaking.

As we were basking in the afterglow, she asked "So tell me Stefan, did you actually see a counsellor?"

19. Intimacy. Sex. The time was ripe for another lie. "I did."

"I knew it. And my how it's worked. Remind me to thank your mother."

Whaaaa?!?

Fall Term With Stefanie

I couldn't decide whether or not to let this pass. Did she really mean that she knew all about me and my mother? If so, did I want to confront her? What if in the confrontation I slipped up and disclosed my sexual involvement with my mother and it turned out she hadn't had a clue? Too many levels of thought to handle.

"What do you mean?"

She blushed. "I mean, I assume your mother encouraged you to see a councillor."

I should have stopped there. Damn, I'm smart as hell in hindsight. A simple "oh" would have sufficed. Instead, "Why would you think she'd do that?" I sensed that Stefanie wasn't being entirely truthful and should have left it at that. But nooooo!

She furrowed her brow as though she were weighing options. "Stefan, she saw how well we got on and was thunderstruck at how much we looked alike. She was also disappointed when we broke up. I'm assuming you wouldn't have seen a councillor on your own accord, yet you did, ergo, your mother must have encouraged you."

Whew! She should enrol in pre-law right now. Something nagged at me though. It sounded tight and logical but maybe just a shade too neat.

"Impressive Stefanie. Yeah, it was something like that." I didn't like to lie and hoped that 'something like' covered a whole lot of ground.

"Thought so" she said merrily.

We relaxed back on the bed and I started wondering how she knew that my mother was disappointed about the break-up. Safe assumption I reasoned but decided not to press it.

For the next few weeks we had a happy routine. I pretty much lived at her flat on weekends and we saw each other a couple of times during the week as well. The sex was nice but not yet wholly adventurous. Early on I'd tried fingering her asshole but she pushed my hand away. Not at all like my mother I thought but then remembered she'd thought it disgusting until she was in her 30s. That led me to believe that Stefanie was conservative in bed so even oral was rare and tentative. I didn't mind so much as I enjoyed her company and conversation. And the sex was nice. As the saying goes, especially when you're 19, good sex is great and bad sex ain't bad.

It was nearing mid-term and I'd promised I'd come home once for a visit. That was on Stefanie's mind.

One night after lovemaking she asked "Stefan, now that we've been having sex, do you think of your mother sexually?"

Ye gods! That was a hell of a lot to lay on someone.

"What do you mean Stefanie?"

She looked at me skeptically. "Oh, you know. The fact that your mother and I look alike, especially naked, and now that we've been having sex and being naked so much...Do I really have to go on?"

"No. I take your point. I guess I haven't given it much thought."

"Well you're going to see her in a week so don't give it too much thought."

"Stefanie, after this conversation it's going to be tough NOT to think of her that way."

"Hmmm, I hope I haven't unleashed a monster."

"Stefanie, you're all the woman I want and need. I'm hardly going to fall for my mother. Geez."

"Nice answer." She leaned over to kiss me.

I'd stayed over at Stefanie's the night before I was to travel back to Mom's place. In the morning she woke me with an uncharacteristic blowjob. She was unskilled and her teeth sometimes got in the way but it was a nice development. I warned her when I was about to come and she took away her mouth and held my cock as I spurted over my chest.

"And good morning to you too Stefanie. And thanks."

"Just wanted to take the edge off before you see your Mom. Can't have you getting too many thoughts."

Weekend With Mom

On the train back home I wondered about sex. Stefanie and I hadn't pledged to be exclusive but it was assumed since we spent so much time together. Still, my mother had told me I could have sex with her whenever I wanted. But in the end I thought I'd best stay true to Stefanie and sadly concluded that it was off the menu with my mother.

She had other thoughts though. As soon as I got in the door she threw her arms around me and kissed me passionately. I was taken aback but as it seemed the polite thing to do, I responded. She was rubbing her cotch against my thigh. After a couple of minutes of tongue-tussling, we broke.

"Mom, that was quite the greeting."

"You don't know how much I've missed you Stefan. And how is Stefanie?"

"Great. We're seeing a lot of each other."

"So, exclusive?"

"Not in so many words but yeah, I think that's the genera assumption."

"So we had better behave ourselves this weekend."

"Fraid so. I thought about it of course but it would feel like cheating on Stefanie."

"I suspected this so no worries. But damn!"

"What?" I now marvel at the capacity I had for obtuse questions.

"Oh, I was getting wet for you all afternoon. Now I'm going to have to change my panties."

"Mo-om. That was sweet and all. Sexy too." I was going to go on in search of the right words when she hiked her skirt, pulled down her panties and presented them to me.

"See what you did to me?"

They were red, skimpy and quite wet. I wanted to sniff them but something held me back. I mustn't have been too hard to read.

"Go ahead and sniff them. Taste them too if you like."

Obedient son I, I sniffed. "Ummmm!"

"And there's something else I have to do."

"What?"

"Stefan, if I'm going to keep my hands off you tonight, I have to take care of myself." She was looking me right in the eye. "And you can come and watch me if you wish."

"I don't know Mom."

"Awww, don't be shy Stefan. I promise - no touching."

"I don't know Mom."

"Well I can't wait. Either I get myself off or I'm going for your cock. You know where to find me." She turned and approached the hallway to the bedroom, paused, and looked over her shoulder.

"Remember, looking but no touching."

I heard her footsteps down the hall; gave her another minute and imagined her frigging herself on her bed. It seemed just too, I don't know, extreme? Kinky? Perverted? Deliciously erotic? If I just remained here for ten minutes then everything would be OK. I licked the crotch of the panties. But maybe she'd be put out, embarrassed, humiliated, if I didn't watch. A rejection. Could chill the whole weekend.

I got up. Then sat back down. Up and down a couple more times. There was a scene in the recently popular Beverly Hills Cop where Judge Reinhold is in his car trying to decide whether to enter the warehouse. That's how I felt. And then, acknowledging what I'd been avoiding, hell yes I wanted to see her masturbate. We'd done it side-by-side but this was a voyeur's nirvana. I got up and I, and I, walked on down the hall.

She heard my footsteps. "Stefan, do come in."

I tried to look reluctant but there I was. My mother was lying down, missionary with her knees up. Now Stefanie wasn't shy about nudity but she'd never displayed herself this explicitly. My mother was rubbing her breasts and stroking her pussy lips.

"Do stay Stefan. No touching and it's a lot less than what we did this summer. Now you sit over there" gesturing to a chair near the foot of her bed."

She'd been running her fingers through her pussy lips and around her clit. She really looked wet. Now she slipped a couple of fingers inside and with her other hand, reached under and fingered her asshole. No way was I going to miss this. So while the decision to stay wasn't hard, my cock by now was.

"Oh Stefan, I'm imagining your lovely cock in me. I'm remembering your tongue on my 'special place'. I'm remembering how it felt when you came inside me." All this interspersed with a series of ooohs and ahhs.

I was at maximum hardness and was seriously worried I'd come in my pants. My erection was prominent and my mother noticed.

"Stefan, why don't you take care of that before you make a mess?"

It was like I was in a trance. I was incredibly turned on and needed relief. It was way beyond my willpower to resist. I undid my belt, unzipped and pulled down my trousers and underwear. Little Stef burst out and was already leaking. I was afraid that one touch would make him go off.

"Beautiful. My friend is just as lovely as I remembered." My mother sped up her efforts and her hips started bucking. This I knew meant that she would come soon. My cock was throbbing and when my mother's orgasm started, I grabbed myself and on the second stroke shot off spectacularly. Too spectacular as I creamed all over my shirt.

My mother's spasms were slowing down and I felt like collapsing. "Oh Stefan, I came three times just now. You don't know what you do to me."

"Same here Mom. I can't remember when I came so hard."

"Oh, look at your shirt." It was light blue and the cum streaks were pretty obvious. "Get out of it and I can wash it before you go back."

I did and now we were both naked. She got up and came over to take my shirt. She tousled my hair and looked like she was about to kiss me but turned away.

"See? No touching. Now let's get cleaned up."

We went to the bathroom and I noticed there was a stream of pussy juice down her leg. "I need a shower. Want to join me?"

"I'd better not. Too much proximity. I'd be too tempted to break the no-touching rule."

"You're probably right. I wouldn't be able to resist washing your cock and then where'd we be? Now give your mother a hug." She embraced me and I could feel her nipples on my chest. I gave her a light hug and felt her pussy hair alongside my cock, which behaved as healthy cocks do in the presence of pussy hair.

"Mom, you said no touching."

"I meant no sexual touching like with hands, mouths and genitals. Hugs are still OK."

"But naked hugs?"

"Stefan, we've been naked together so often that what difference does it make?"

I looked down at my erection in progress. "It makes this kind of difference."

"Hmmpf! As if you don't get erections when you're not naked."

I could see I was never going to win this argument. "Mom, enjoy your shower."

I cleaned myself off and returned to her bedroom to retrieve my pants and underwear. "Great" I thought. This supposed chaste weekend already had me naked and jerking off with my mother and this was just in the first hour. I was still resolved not to have sex with her but now had doubts about my powers of resistance. Stefanie would probably ask me how things went and I could sort of justify telling her there was no sexual contact, if it came to that. On the other hand, I couldn't exactly say "Oh, just the usual mom-son naked masturbation session."

But maybe there was nothing to fear. Mom kept her flirtatious side in check through dinner and the rest of the evening. So no intimate cuddling; no offers to sleep together; no surprise nighttime visits. Maybe she really did just need to take the edge off, though admittedly how she went about it was unconventional.

The next morning she came into my room to wake me up. I was wearing boxers and she drew back the covers thereby exposing a semi-woody. She herself was in a white light nightie that came to mid-thigh. I couldn't see any pantie lines so assumed she was al fresco underneath. The nightie was snug around her chest and her nipples poked up noticeably. I imagined her naked and got a full hard-on.

"Good morning sweetie. I didn't want you to sleep away the day and I'm just getting breakfast ready. But first I suppose you want to take care of something." As she glanced down to my tented boxers. "Don't worry. I'll give you your privacy. I'm behaving today. But won't you need some paper towels?"

I nodded my head. "Yeah, I guess so. Oh, and good morning to you too."

She was back in a flash with a few paper towels. "Take your time; enjoy yourself."

When I'd finished up I wondered how it had come to this. Where openly discussing my own masturbation with my mother seemed like a normal conversation. Let's see, there had been innocent kissing, less innocent kissing, nudity, naked kissing, mutual masturbation etc. Yeah, the chain of events made sense except it led to such an unlikely conclusion. Well, enough deep thoughts for one morning. Breakfast beckoned.

The day was just fine. We did some chores, some shopping, and prepared a nice dinner of trout. No flirting or anything.

Later that evening we were watching a movie and my mother asked if I wanted more wine. I did. When she came back with the glasses she sat down beside me.

"Cuddle time?"

I must have looked disapproving.

"Oh Stefan, I've been good all day, and last night too, eventually. You're going back to college tomorrow so I won't see you again until Christmas."

Hard to say no to that. And she had been on very good behavior. I put my arm around her shoulder, she moved in close and we watched the rest of the movie and sipped our wine. When it was over she started asking about Stefanie.

"Hey Mom, that reminds me. Stefanie said you were disappointed when we broke up. How would she know that? We barely spoke after the break-up and I'm sure I didn't mention anything about you."

"Oh, we spoke a couple of times during the year. I must have said something."

I sat up straight. "You two were speaking after we broke up? Why didn't you, or she for that matter, mention it to me?"

"I didn't see the need for it. She called me a couple of days after the split to thank me again for the hospitality and explain that she was sorry she wouldn't see me again because you two were no longer going out. I didn't pry even though I had my suspicions. And I told her I'd miss her too and if she ever wanted to talk to me about anything, I'd be happy to hear from her."

"So how often did she call?"

"Oh every week or two. More often than you did."

"Geez, that sounds like (here I was trying to do quick mental arithmetic), oh, 10 or 15 times."

"Honestly Stefan, I wasn't keeping track. We'd just talk about her schoolwork, roommate troubles, life away from home - things like that."

"Did you ever talk about me, or why we broke up?"

"Your name probably came up but by now we all know why you broke up so what does it matter?"

"It's just, it's just..." I couldn't put my finger on it. Mom's way of telling it made it seem oh so natural but something discomfited me. I made a note of it until I could figure out just what that was.

"Stefan, Stefan love, I've upset you. I'm very sorry about that."

I looked at her and she seemed verging on tears.

"Come back here and cuddle some more."

I must have still looked annoyed because she continued.

"Stefan, you know that I'm very happy you and Stefanie are together. I really am. And while I don't mean to boast, you have to admit that I helped make it happen."

I knew it. It was true. But this was the first time it was openly acknowledged. I should have calmed down but was, as they say, looking for a fight.

"Oh, so all that last summer was just a ruse to get me back with Stefanie?" I had gotten myself quite worked up by now.

"Stefan, let me give you the whole story. When we had that talk about counselling, I knew you'd never see Dr. Ruby. I also knew you had to do something to get over your hang-up with me so that you could be with Stefanie."

"At first I thought that maybe by dressing more provocatively along with mild flirting would do the trick. But I couldn't be sure that would be enough. So when the week at your Uncle Rasmus's cottage came up, I thought it was an excellent chance. You know, opportunities for skinny-dipping, hot tubs and a sauna - I felt that if you saw me naked you could get over your hang-up. So far that was all done with you and Stefanie in mind."

"But it still sounds like a set-up." I was still angry but less so.

"It was to some extent. But keep in mind that it was only a set-up because I love you and wanted what was best for you. Anyway, I'd planned the skinny dip. It was dark and it was a way off easing into it. But then we kissed on the raft, remember?"

I nodded "Yes. I remember it being kind of erotic."

"Kind of? Naked under the moonlight with my lovely son? Erotic enough that my pussy was tingling and I had to lie down so you wouldn't notice the juices running down my leg. Then we embraced on shore and I could feel your hard cock on my hip. Then again back in the cottage. God, I wanted to jump you and slide down on your cock then and there."

I was getting warmed up by the retelling. "So why didn't you?"

"Too much too soon Stefan. After all, sex between a mother and her son isn't the sort of thing you just plunge into. We're taught, or maybe it's wired into us, I don't know, but there's a reason why it's taboo. And I didn't know if you felt the same way."

"After that night, while I still had yours and Stefanie's welfare as my guiding principle, I realized that I was turned on by you sexually. I loved seeing you naked and, forgive me, I was really turned on by your erect cock. I didn't know what exactly would come next but I did know I wanted to see you naked again and see that hard cock again. And I wanted to expose myself to you. So there was the sauna where we could have a good look at each other and then what for me felt like the biggest step."

"Which was...?"

"The side-by-side masturbation. It was the first time we were openly sexual together and just the thought of you and your lovely cock right there with me as I touched myself, well, I don't think I'd ever come so hard. Remember what I said about exposing myself? The next morning I made sure I was sitting with my legs apart so when I opened my robe, all my womanhood was on full display. I don't know if you noticed but my little clit was as hard as all get-out. Then in the hot tub that afternoon as I was climbing out, I stopped with my pussy practically in your face. You started blowing on it and I got really turned on. I wanted to mash myself down in your face."

"But you didn't."

"No, didn't want to rush it and everything had proceeded so nicely. And after that, well, you know the rest. Mutual masturbation then full-on sex. It was our last night and I was dying to feel you inside me."

Wow! This reliving it had made me hard. I felt chastened at my earlier anger and felt the love I had for her. I moved back down and gave her a hug. She rubbed my chest and slid her hand under my shirt. My erection was obvious and she looked. "Whew! This got me all hot and bothered too."

"Oh Mom." And we kissed, deeply and lovingly with plenty of tongue.

When we came up for air she noted "Well it all worked. Having sex with me made it easier to have sex with Stefanie. Isn't that about it?"

There was only one answer but for some reason I was reluctant to confirm. So I kissed her again. She kissed back.

Several minutes later, "So tell me, how is your sex life with Stefanie?"

"Whoa, OK I guess. Still early stages. But why that question?"

"Because I care about you Stefan."