Memories

"Mom?" Steven asked as he entered his parents house.

"Back here, sweetheart."

He followed her voice back to his old bedroom. He saw his mother, Lisa, sitting on a folding chair in the middle of the room surrounded by several boxes. The boxes to her right looked old, and some of them were literally falling apart while the boxes on her left were obviously new.

"Hey mom," he said, "What is all this?"

Lisa looked up and blew a lock of her blonde hair out of her face. "Hey kiddo," she said, despite the fact that her son was 25, "A bunch of old stuff we kept meaning to go through but never got around to."

"Wait," Steven said, "Isn't this all the crap you guys had in the garage?"

"Yep," Lisa said, "When you moved out, your father and I moved all this in here thinking it would be easier to eventually sort through and... well, you can see how well that worked out."

"I see," he said, laughing, "So is this what you needed my help with?"

Lisa had called her son that morning and asked if he was free to help her out with something. She didn't specify what.

"Yeah," she said, "So grab a chair and give me a hand."

Steven grabbed a second folding chair from the corner of the room and sat down opposite his mother, "So why isn't dad helping you with this? Come to think of it, where is dad?"

Lisa sighed and rolled her eyes, "He's helping your Uncle Matt with that fucking car."

His uncle was a car enthusiast, and had just recently bought a 1966 Plymouth Fury and was planning on fully restoring it. He enlisted the help of Steven's father, Sam, in the restoration. They had only been at it for a week, but they knew a project of this magnitude could take up to a year, and since it was just the two of them, it might take longer.

"I figured since I had some free time, I'd finally go through all this stuff, and since there's so much of it, I'd need some help." Lisa said.

Steven didn't mind, he liked spending time with his parents. They had always been supportive of Steven. No matter what they were always there for him, and he promised himself that when the time came, he would be there for them. After he moved out he checked in with his parents at least twice a month, either through phone calls or visits. He had a spare set of keys to their house, just in case.

"So what exactly is all this?" he asked.

"So all this stuff," she said, indicating the boxes on her right, "Is a bunch of old pictures and paperwork and who knows what else that we've accumulated over the years. So I'm basically deciding what needs to be kept and what needs to be thrown out. These old boxes are falling apart, so we got the new boxes for the stuff we're keeping. Everything else, obviously goes in the trash."

"So you're just moving crap from one box to another?"

"For now," Lisa said, "Once we get everything sorted we'll figure out what to do with it. We won't let it sit in boxes for another 20 years. So pick a box and dig in."

Steven reached into the nearest box and pulled out an envelope filled with a bunch of pictures. "Hey mom, who are all these people?"

Lisa took the pictures and smiled, "Oh wow. Okay, so these two, those are my grandparents, your great grandparents, they died before you were born. That's grandma and grandpa, and that little girl is me."

"That's grandpa?" Steven asked, "But he has hair!"

Lisa laughed, "Believe it or not, your grandfather didn't always look like Patrick Stewart."

"And look at you," Steven said, sifting through the pictures, "With those chubby little cheeks. I just wanna pinch them!"

"You pinch me and you'll be pulling back a bloody stump, mister," Lisa said laughing. "I couldn't have been more than two years old when these were taken."

It turned out that the box contained a whole bunch of old pictures from Lisa's side of the family. However most of them were taken before she was born, and were from the early days of her parents' marriage. Lisa obviously wanted to keep them.

As they went through the boxes, they found more old family pictures, some of Sam's side of the family, some of Steven as a kid, and a few more from Lisa's side of the family. They found old papers from when Steven was a baby up until his high school years, including drawings, homemade birthday cards to his parents, progress reports and report cards.

"These bring back a lot of memories," Lisa said.

"How come you never put these pictures in a photo album?" Steven asked.

"I don't know. I guess we used all the photo albums for your baby pictures, these were put aside for later, and we just forgot about them." Lisa said, "Plus, most of the older pictures were given to us by your grandparents for safekeeping. They were worried they might lose them."

"And you left them sitting in the garage for 20 years."

"Well they were safe, weren't they?" Lisa laughed.

"Oh and what do we have here?" Steven said, pulling out an envelope full of pictures, "Mom, care to explain?"

Lisa looked at the pictures and blushed, "Oh my god, I forgot about those."

They were pictures of Lisa in a variety of sexy poses in the backyard wearing a skimpy bikini.

"We took those pictures about six months after you were born," Lisa said, "It took me about that long to lose the baby weight, and when I finally felt like I was back to where I was before you stretched me all out of shape, I asked your dad to take some pictures of me."

Lisa had been a cheerleader in high school and college and had a strict exercise regimen that she had kept up over the years, so despite recently turning 50, she still had the body and stamina of a woman half her age. She had to alter her workout routine after getting pregnant, and found a program specifically designed for expecting mothers. After Steven was born she found a new workout program that was specifically designed to help new mothers shed their post baby weight. After that, she went back to her usual workout. It took six months before she felt she had her pre-baby body back. Wanting some time to themselves, Sam and Lisa had dropped Steven off with Lisa's parents (who were all too happy to dote on their first grandchild) and Lisa, feeling a bit frisky, asked her husband to grab his Polaroid and take some sexy pictures of her.

Steven couldn't deny that the pictures of his mother in a bikini were getting him a little turned on. He had seen plenty of pictures of his mother when she was younger, back when she and his father first started dating, through their engagement, wedding, his birth and the first few years of his life. But never anything like this. He understood what his father saw in her, she had a killer body then, and she still did. He shuffled through the pictures until he came across a couple of her topless.

"Oh shit," Lisa said, trying to grab the pictures from Steven's hands, "I totally forgot about that! Steven, give me those!"

Steven stood up and held the pictures out of his mother's reach. "Well now, care to explain, mother?"

"Steven, stop it!" Lisa said, trying to grab the pictures, but it was no use. Steven was taller than her and had longer arms.

Steven continued to shuffle through the pictures, they had switched from the backyard to the bedroom. After a few more pictures of Lisa topless, he came across a picture of Lisa wearing nothing but a sexy smile.

"Steven Edward Carlson! Give me those fucking pictures!" Lisa yelled, and at the sound of Steven's full name, he stopped and looked at her. She wasn't angry, but frustrated.

"Sorry mom," he said, and handed the pictures to her.

She snatched them out of his hands, and turned away from him. She looked down at the picture of her in her birthday suit and blushed a bit. Her mind flashed back to the day she and her husband had taken the pictures. After taking a few pictures of her in the bikini, Sam tried to convince her to take her top off. At first she refused not wanting the neighbors to see, but she eventually agreed to only two pictures outside without her top on, but the rest would have to be inside. Once inside, Lisa became less inhibited and after just a few pictures, she stripped naked and as soon as Sam had run through all the film he and Lisa were both turned on and hopped into bed.

Sometime in the ensuing years the pictures got put in the envelope and later stuffed in a box with a bunch of other random pictures and forgotten about. She never in a million years thought Steven would see them, and now that he had she was more embarrassed than anything.

Steven hated to admit he was turned on by the sexy shots of his mother, especially the topless ones. The one nude he had seen of her had been in profile, so he hadn't seen the full monty, but it was enough. He knew his mother was beautiful, you'd have to be blind not to notice, but he'd never thought of her as sexy, she was his mother after all, but now that he had seen her mostly naked, that changed. He surreptitiously adjusted his erection while his mother had her back to him. He had recently broken up with his girlfriend Alexis. She was a gorgeous brunette, and she loved sex so much, she had it with anyone, not just Steven. When Steven found out she was cheating on him, he dropped her like a bad habit. That was two months earlier and despite the instance of several of his friends, he hadn't started dating again yet.

Lisa looked down at a picture of her bent over blowing a kiss to the camera and almost started crying.

"Mom...?" Steven asked, genuinely concerned, and hating himself for embarrassing her. He gently touched her shoulder, "I'm sorry, mom. I'm an asshole, I shouldn't have..."

"It's not your fault, baby," she said, "It's just that..."

"Just what?"

Lisa took a deep breath, debating on what to tell her son. The truth was she and Sam hadn't been intimate for almost two years. The last time they'd made love, it had felt good, because of course it did, but it felt like they were just going through the motions. It felt less like a spontaneous act of love, and more like an obligation. But the truth was things had been kind of rocky even before that.

"Can we go sit down?" Lisa asked, "Maybe grab something to eat? I think there's some leftover pizza from the other day."

"Sure," Steven said, leading the way out of his old room to the living room. He found the pizza and heated it up in the microwave while rooting through the fridge looking for something to drink.

"There should be some beer on the bottom shelf, I could use one. Grab one for yourself if you want." Lisa said, plopping down on the couch, tossing the pictures on the coffee table.

Steven grabbed the reheated slices, the beers and made his way to the couch. "So what's wrong?"

She took a bite of her pizza and sighed. "Steven, there's some things I need to tell you, stuff you might not want to hear, but you're an adult, and there's no point in sugarcoating it. The fact is your father and I have been having a few problems as of late."

"What kind of problems?" he asked.

"Relationship problems." Lisa said, "It started not too long after you left for college. We started drifting apart, I don't know why, but we just did. We didn't talk as much, we didn't do a lot of things together anymore. If I went out it was either with your grandmother or Aunt Lucy or my girlfriends. Your father usually hung out with Uncle Matt or his work buddies. We were less like a married couple and more like roommates, we'd come home from work, exchange pleasantries, eat dinner, watch TV and go to bed."

She took another bite of pizza, washed it down with a swallow of beer and glanced out the window, "Your father hasn't touched me in two years. I don't think he finds me attractive anymore."

"What?" Steven asked, "That's ridiculous. You're still gorgeous mom."

"You really think so?" Lisa asked.

"Of course, you should have heard my friends," he cleared his throat and did his best "dumb jock" voice, "Hey Steve, your mom's hot. I wish my mother looked like that. If my mom looked like yours I'd never leave the house." Then he added in a goofy laugh, before reverting back to his regular voice, "I can't count how many times I heard that from my friends. Especially in high school. You don't think dad is having an affair do you?"

"No," she said, "When would he have the time? He works 8 hours a day, comes straight home, and is too exhausted to do anything but relax and watch TV with me. His nights out with the boys are only once or twice a month. No, I think much like me, he just fell out of love with me. You know, he told me that when he first saw me, he told his friends 'You see that girl? I'm gonna marry her one day'. He hadn't even spoken to me yet, he just fell in love at first sight. He eventually worked up the nerve to talk to me, and he was just so fucking charming... I couldn't help but fall in love with him. But now... it's like I don't even know him. Seeing those pictures reminded me of those early days. There was a time where your father and I couldn't keep our hands off each other."

Lisa had always loved sex. Ever since she realized how good it felt to touch herself, and how much better it felt when someone else touched her. She had a few boyfriends before Sam, so while she wasn't a virgin when she met him, when it came to her sex life with Sam, they couldn't get enough of each other. They slept together after their third date, and once they moved in together they had wild passionate sex almost on a daily basis. That continued all throughout their engagement, and well into their marriage.

Lisa had heard that sometimes a woman's libido went into overdrive when they got pregnant, and that was true for her. She craved sex even more when she was pregnant, and if she couldn't get Sam to fuck her, she'd masturbate two to three times a day. After giving birth, Lisa's sex drive died down a little, but didn't go away. Once she got herself back into shape, she was the same sexual dynamo she had been before. But as the years went by and more and more attention was given to taking care of Steven, Sam and Lisa's sex life slowly decreased until they were lucky to get time to themselves more than twice a month. The sex was still good, but it slowly went from wild and passionate to just going through the motions, they'd change positions once or twice, but that was about it. They didn't even go down on each other anymore. Sam would fuck her, blow his load, give her one last kiss, and roll over and go to sleep. While the sex itself still felt good, Lisa was having trouble reaching orgasm and most of the time she faked it, and would masturbate to an orgasm after her husband started snoring. Then two years ago, the sexual well went dry. Lisa, left unsatisfied by using her hands, bought a dildo and used that to sate her desires. Her husband had no idea since she did the stereotypical thing and hid it in her underwear drawer and only used it when she was home alone.

"Now, I can get naked in front of him, and I might as well be wearing a potato sack." Lisa said, "It's not like I expect sex every time I get naked to take a shower or just change out of my work clothes, but he'd always give me an appreciative glance, wolf whistle or comment. Now, nothing, he barely even looks at me."

"Well how do you feel about dad?" Steven asked, "You said you fell out of love with him."

"Don't get the wrong idea," Lisa said, "I still love your father, I still care about him, I'm just not in love with him anymore. That spark I felt inside when I first met him, that feeling that made my heart skip a beat, it's not there anymore."

Lisa picked up the pictures and shuffled through them again, smiling this time. "You know, I felt so sexy when we took these." She unashamedly showed her son all the pictures, Steven could feel his dick getting hard at the somewhat faded pictures of a nude 25 year old Lisa. For the first time he saw his mother's pussy, and he could feel his cock jump in his pants. He had seen plenty of naked women in his life, but this was his mother. His sexy as hell mother. He'd be lying if he said he wasn't turned on.

"You still are." Steven said, looking from the pictures to his mother.

"You're just saying that to make me feel better." Lisa said.

"No I mean it mom," Steven said, "Hell, if you weren't my mother, I wouldn't believe you were 50. In fact, I'd think you were my age and ask you out."

"Really?" she asked, "You think I still have it?"

"You never lost it."

Lisa put the pictures down and couldn't help but notice Steven's features. Lisa was proud of the man Steven had grown into. He was a perfect mix of her and his father. He had gone from an adorable little boy to a handsome man. But for the first time she saw him in a new light, she didn't just see him as her son, but as a man. A very attractive man. Steven always got a lot of attention from girls for most of his life. She now understood why. Her heart skipped a beat and she knew what she needed. The spark that she had felt for Sam all those years ago might have gone out, but a new spark was ignited, this one for her son. All this time the thing she had been looking for was right in front of her. She would never adequately be able to explain it, but at that moment, Lisa fell in love with her son. She noticed the unmistakable bulge in his pants.

"Is this because of me?" she asked, placing her hand on Steven's aching groin. "Did seeing those old pictures of me do this? Did seeing my naked body turn you on?"

Steven's mouth was dry and all he could do was silently nod.

"Let me see," she said, giving his cock a gentle squeeze, "Show me."

"Mom --" he started to say.

"Don't argue with me Steven," she said, "Let me see your cock."

He had never heard his mother use that word before, or the sultry tone of voice she had slipped into. Steven was wearing an old pair of track pants and slid them down along with his underwear and Lisa's eyes nearly bulged out of her head when she saw what her son was packing. She had never even thought about what her son's cock might look like until just a few moments ago, so she had no preconceived notions of how big he might be. But she was not prepared for what she saw between her son's legs. While she had never been disappointed by what Sam had, or her sex toy, both paled in comparison to Steven's tool. She was by no means a "size queen" but she was half tempted to grab a ruler to see how big his cock was. She instead opted to wrap her hand around her son's warm throbbing cock.

"Oh my," she said, smiling, "My little boy has grown up. I think you may be bigger than your father."

She slowly started stroking her son's cock and Steven pulled off his shirt before his head flopped back on the couch and he moaned in pleasure. Ever since his breakup with Alexis two months earlier, his sex life had consisted of online porn and his right hand. Never in a million years did he think the next woman to touch his cock would be his mother. Lisa spit into her hand and started stroking Steven's cock from the head all the way down to his balls and slowly back up. It felt so good for Lisa to have a real cock in her hand again. After two years of her fingers and her dildo, it would be good to have a real cock in her mouth, and more importantly in her long neglected pussy.

She suddenly released her son's cock and Steven's eyes flew open and his head snapped up.

"Mom, why --"

"Because we're going to fuck, that's why." Lisa said, standing up. "You do want to fuck me, don't you?"

Steven licked his lips, "God yes."

"Then let's go."

She grabbed Steven by his hand and led him to the bedroom, she pushed him down on the bed and peeled off her shirt, turned her back to him before taking off her bra, and bent over as she slowly pulled down her shorts and panties, slowly revealing her perfect ass to her son. She turned to Steven, and put her hands on her hips.