Mommy Needs My Help

I sat down to eat dinner as mom made her way up from her workout and into her room; the door closed behind her and I heard the bath begin running once again. Once I was finished I also made my way up to the shower and prepared for bed. I glanced down the hall while exiting the bathroom and Mom's door was now open; I headed towards my room when I heard her yell for me, "Matthew, come here for a minute."

"Just a sec Mom, I gotta throw some clothes on." I responded. I put on a black pair of boxer briefs and black tank top and proceed to Mom's room. When I arrived at the doorway, Mom was standing there with her back turned in the middle of slipping on one of her lingerie night gowns; it was smooth, silk, and gray. She was slightly bent over and it was currently pulled tightly against the bottom of her ass cheeks, pushing them up giving them a nice shape; she had on a pair of sexy black panties underneath. Sliding the night gown up from the bottom to the top; she continued pulling it up. It was now wrapped around her waist, covering her entire ass; she wasn't wearing a bra and the upper half of her body was completely naked and bare.

"Oh, sorry Mom. I didn't realize you weren't dressed." I quickly apologized. Mom gripped the night gown with both hands and pulled it tightly against her body, allowing it to take form over her round ass.

She did a quarter turn towards me and looked over her shoulder smiling, "Don't sweat it, it's nothing you haven't seen before."

One of her bare breasts peaked around her body but was still slightly covered by her arm; pulling the night gown just over the base of her tits, covering the bottom half and her nipples she finally turned to face me. Mom froze standing there, her body still moist from her shower, her hair still dripping wet, she was beautiful; this was the most vulnerable I had ever seen my mother. She stood there looking me in the eyes, holding tightly onto the straps of her night gown, leaving more than half of her large breasts exposed for my viewing pleasure. My eyes were glued to her breasts and I tried to break eye contact before she noticed, I glanced up and her eyes were glued to mine; nervously, I glanced around the room up, down, anywhere I could to try and ease the tension.

"What'd ya need mom?" I asked.

She continued getting dressed, "Oh, nothing really son. I was just thinking about what you said earlier.. and I was feeling a bit lonely if I'm being honest." Mom hesitantly admitted.

"Well is there anything I can do for you?" I asked, innocently.

Mom pulled the straps of her night gown up onto her shoulders and her hands continued to move inward, towards her chest. With the straps in hand, she used her elbows to push her breasts together so they were nice and perky. She ran her hands down her breasts, to her side, and finally to her hips; she grabbed a fist full of her night gown and her fingers began to fidget. "I was thinking, maybe you could sleep in here tonight? Keep me company?" She asked, with a hint of shyness.

"Of course Mom, I wouldn't mind.." I assured her. A smile lit up her face and she did a small victory dance, she raised her arms pulling her night gown up just over her hips quickly flashing her lingerie before spinning in a circle towards the bed. The night gown frilled up and once again, I got a nice view of her fat ass in a sexy pair of lingerie before the gown slowly fell back into place.

Mom stood by the bed side slightly bent over, her night gown slowly raised; she placed her hand on the bed and patted it up and down, "Come on in, make yourself at home. Get comfy." She welcomed me. "I just have a few things to do and then we can get to bed."

Slightly confused, I entered her room and sat on the edge of the bed; I wasn't sure if I was just being awkward because of the new found image I had created in my head of my mother or if everything was perfectly normal at this point.. But I decided to roll with it. I sat on the edge of the bed looking forward, twiddling my thumbs together like an awkward mess. Mom was still standing bed side and had turned to face her nightstand. I slightly turned my head and looked over my shoulder out of the corner of my eye to see mom sliding her panties down from her waist, to around her thighs, and finally down and around her ankles; she stepped out of them, leaving them lay on the ground. Her bare ass was now peeking out of the bottom of her night gown; she saw my wandering eyes and laughed, "I'm just getting comfortable baby, I hate sleeping in those." She turned back to the nightstand and pulled out a bottle of lotion.

Mom then hiked her leg up into the air and placed one foot on the bed beside me; my eyes went wide and I continued looking at her in my peripheral vision. Mom was paying absolutely no attention to me as she lathered the lotion in her hands. She bent forward and began rubbing the lotion on the top of her foot, making her way to her ankle, and up her calf; my head slowly turning towards her more and more the higher she got. Finally she made it up to her thigh and spread her leg even wider; to make sure she rubbed the lotion on the inner part of her thigh. Slowly she ran her hand back and forth; she had my full attention at this point. Mom ran her hand all the way to the inner most part of her thigh where her leg connects with her inner hip, right before the base of her vagina; with one hand she pulled the night gown up, completely exposing her bare vagina. My mom's pussy was mere inches away from my face at this point; my eyes and mouth could not have opened any wider.

Still Mom paid no attention to me and was focused on lotioning her body; she moved just over the slit of her vagina and softly rubbed the lotion on her pubic mound. Her hands began to move back down her body, towards her legs again; her eyes were no longer focused on her legs and she was staring at me, almost as if to warn me I was getting too close for comfort. Once I knew I had been caught my head snapped in the other direction and my hand flew up to cover my eyes, quickly I apologized.

"Oh, Jesus. Sorry Mom, I wasn't trying to--"

She interrupted me, "Would you stop being ridiculous? I'm only your mother. If me putting lotion on makes you so uncomfortable why don't you just turn around? Go on, turn around." She instructed.

I turned around and tried to discreetly push my erection to the side so it was pressed flat in my boxer briefs rather than sticking straight up. Mom went back to focusing on rubbing herself down with lotion and I continued to try and sneak a peek over my shoulder when she wasn't paying attention; this was a risky game I was playing but Mom didn't seem to mind. I looked over my shoulder once more while pressing my cock down trying to hide my erection; Mom had the straps of her night gown slid half way down her arms and was rubbing the lotion on the top half of her breasts. Without any acknowledgement of me, she slipped the straps down all the way and pulled the night gown to where it was resting just under her breasts; she sensually slid her hands over her tits and rubbed the lotion around her nipples. Her eyes were closed and she looked to be in a world of her own, enjoying herself; if I didn't know any better I'd think she wanted me to watch!

Mom pulled the straps back over her shoulders covering her breasts and yawned; I quickly faced the wall again. "Alright, it's time for bed. Take that shirt off and get comfortable." She suggested. Mom laid down on top of the cover, with the upper half of her body flat against the mattress; her lower half--her legs were turned to the side allowing her ass to be pushed towards me. I jumped under the covers and stripped my shirt off, this way she wouldn't notice that I had an erection. "You're going under the covers?" Mom asked, "It's much too hot for that." She added. "Whatever. Goodnight son." She flipped the switch on the lamp and the light was off; she closed her eyes and quickly fell asleep.

I, on the other hand couldn't sleep at all; not while knowing about the beautiful sex machine that lay beside me. The moonlight illuminated the room and I could perfectly make out the silhouette of Mom's body. I placed my hand on my cock and gripped it tightly; I kept thinking about the fantasy I had read in Mom's diary.. I couldn't stop thinking about watching her fuck just a few nights ago or how I had her in MY bed. Now, here I am lying in HER bed; I was entirely confused. Finally I started to doze off when Mom's legs gently started to kick, she began to make soft moaning noises in her sleep; I sat half way up in bed and started to wake her before realizing her hand was placed on her vagina underneath her night gown.

Was she really asleep? I watched as her hand slowly moved in a circular motion where her pussy was; I had to see for myself. Carefully I reached over and grabbed the bottom of her gown and pulled it back, slowly exposing her cunt. Mom flipped over, flat on her back, her legs kicked; worried that I had woke her, I faked being asleep. I open my eyes halfway and she still appears to be out cold; one of her legs is now bent at the knee and angled up. I sit up again looking just over her arms and huge tits and wouldn't you fucking know it, she was playing with her fucking pussy! The sight of her fingers rubbing up against the opening of her slit was too much for my cock to handle. I distanced myself away from her but my eyes were glued; her middle finger dipped into the opening of her pussy while her other fingers stayed steady massaging her clit. Mom was literally fucking herself in her sleep!

I stood up out of bed and stood bed side; my cock was protruding from my boxer briefs at this point. Quickly I slipped them off into the floor and took my cock in my hand and slowly moved it up and down, my eyes glued to Mom's pussy. This was insane! If she woke up right now, she'd freak out! But I couldn't seem to stop myself; suddenly she began to stir. I froze, once again thinking she was about to wake up; luckily she just flipped back over to her side and her hand stopped moving. Now I was left with her HUGE bare ass just inches away from me, seemingly staring me in the face; I moved closer extending one hand. I stopped myself just before touching her and reconsidered. I took my hand off my cock and took a step back, what was I doing?

And yet, Mom's ass wasn't going anywhere any time soon... I walked to the end of the bed and sat down on the edge. Looking forward, I continued to stroke my cock; I figured if I could just make myself cum quickly then I could just go to bed. Unbeknownst to me, Mom had woke up when I took my place at the end of the bed; she slightly sat up looking over her shoulder. Her mouth dropped, she too was at a loss for words. Suddenly, I felt a hand on my shoulder. I froze in place, my hand on my cock; my face got warm and undoubtedly bloodshot. I gasped, afraid to look behind me.. "Mom....?" I shamefully asked. She didn't answer. I slowly turn towards her, sitting forward on her knees, she's got a huge smile on her face; one of the straps on her gown is half way down and her tits are literally falling out of it.

"What are you doing?" She asked, knowing damn well what I was doing. I struggled to find an answer; I shoved my cock down between my legs and tried to cross them to hide it, still looking over my shoulder too afraid to face my mother fully. She leaned in closer, the other strap of her gown falling off her arm, her tits basically exposed. "It's okay... I know you jerk off. Everyone masturbates." She says. I look at her fully and she winks at me, leaning in close enough to my ear for me to feel the warmth of her breath she says, "Keep going." I couldn't believe what I was hearing. Mom ran the tip of her tongue from the base of my ear to the top of it and gently placed her teeth on it and bit down.

The warmth of her breath on the moist trail she left on my ear sent shivers down my spine; Mom pulled on my shoulder turning me towards her. She sat straight up and on her knees, her night gown was pulled all the way down around her waist, her tits were out in the open bouncing freely; she sat back on the balls of her feet, holding on to my arm to keep balance and pulled the night gown back, displaying her pussy for me to see. My eyes were stuck on her magical vagina and my hand gripped my cock harder, mom gazed down upon me; I couldn't say a word. Mom put her index finger to my lips, ensuring that I didn't need to say anything; she placed her hand across my chest and pushed me back. I sat up half way and admired her half naked body; her tits were even larger than I thought.

Our eyes finally locked and Mom ran one hand over her breasts as she slipped her arm out of the night gown; she took in the sight of her own son, lying naked in her bed, with his hard cock in hand. Her eyes fixated on my cock and she brushed the hair from her face, flustered; her other hand was still placed upon her pussy; she began massaging it again while staring right at my hard dick. Okay, I thought.. This is happening. Maybe I was dreaming? Fuck, I didn't care. I watched as my own mother play with her pussy right in front of me and slowly started pumping my cock up and down, cautiously.

My cock grew to its full potential and precum started leaking from the tip; Mom began to twitch and shiver her eyes and mouth wide as they could be. She moved her fingers faster and faster around her clit before coming to an abrupt halt; as did I, we both sat there frozen like deer in headlights gazing upon the other's private parts. Why did she stop? Was she beginning to change her mind? I sat there scared to death of what might happen next, trying my best not to make the smallest move, holding my breath as hard as possible; Mom the opposite, the bed calmly moved up and down and the only sound throughout the house was her excessive breathing. I swear to god I could even hear her heart pounding away.

Mom took a deep breath and bit her lip, she slowly reached out into the darkness and placed her hand on top of mine and softly rubbed it before fully gripping it. She lifted it and calmly brought it towards her body, my entire hand was trembling; she had to have felt it. I was completely shocked by what happened next; Mom guided my shaking hand and placed it on her pubic mound, flat. She ran it down until my fingers met her clit and carefully pressed her fingers down on mine; silence continued to fill the room as we never broke eye contact. Up and down and around in a circle she guided my fingers over her clit before removing her hand from mine completely. My fingers explored her pussy, up and down her slit; she was as wet as I imagined she would be, my fingers were dripping with wetness. I gradually began slipping a finger inside her but before I could get the tip in, Mom reached down quickly and grabbed my wrist; she pulled my hand back and placed it on the mattress. There was an awkward pause.

Mom placed both of her hands on my chest and pushed me down until I lay flat on the mattress. She turned and leaned off the side of the bed shuffling around in the floor for a minute; on her knees her ass was perched up in the air, completely bare for me to experience. I could literally smell her sweet vagina; her night gown rode high around her hips and the silhouette was just incredible. I didn't dare make a move and blow my chance at whatever was happening. Mom turned back around and rested her arm on my body, without even looking at me she became fixated on my cock once more. She lifted her other hand which was holding the bottle of lotion from before and began squeezing the lotion out onto the tip of my cock. Her tits rested on my thigh, her face was so close to my cock I could feel her breathing; she sat on her knees diagonally on the bed giving me a nice view of her ass from behind.

Once the tip of my cock was covered in lotion she dropped the bottle and grabbed the tip of my cock gently; my body stiffened, I was so tense, so nervous. With a loose grip, she lowered her hand to the base of my cock spreading the lotion all the way down; when she reached the base she tightened her grip and slightly shook my dick back and forth, allowing it to fill with blood; her eyes were glued to it. She kept her hand tightly gripped around the base and brought her other hand to the top, with the same loose grip as before she moved all the way down until her hand met her other hand at the base. Keeping one tightly gripped at the base, she brought the other back to the top and began stroking it; she stroked it softly and then began to slightly twist her wrist on the way back up. She'd pause at the top softy gripping the head of my head before swirling her hand all the back down to the base.

Mom released the tight grip from the base of my cock and ran that hand down over my balls; she gently massaged my balls with one hand and began pumping my cock up and down a bit faster with the other. I could feel the cold from her wedding ring on her ring finger as her hand slid down a bit further, underneath my balls; I thrust my hips forward pushing my ass out a little and Mom smoothly ran her finger over my asshole. She teased my ass a bit, twirling her finger around it and pushing the base of her fingertip into it but never penetrating my asshole; finally she focused her full attention back to my cock and grasped it with both hands this time. She stroked down with one hand and up with the other and started swirling them both up and down my shaft at the same time; once the lotion was fully rubbed in and removed her hands and told me to scoot back on the bed. I laid my head on the pillow and looked down at my mother, on her knees, her breasts hanging out of her night gown, her pussy slightly exposed.

She placed her hands on both of my knees and deliberately spread them so she could sit between them. She crawled up to me on her knees, placing them just before my balls; she sat straight up and brought her arms in close together pushing her bare breasts together for me to see. Mom wrapped her hands together around my cock and slowly moved them up and down before spitting on my cock to get it wet; her eyes were locked onto mine yet again the entire time she stroked me. She began to bend at the waist, lowering her face closer and closer to my cock never breaking eye contact; she could see the look of excitement on my face I'm sure. She held my cock before her mouth, I could feel the moisture from her breath on the tip of my cock, she closed her eyes and held my cock by the base; she stuck her tongue out and I felt it brush the tip of my cock, she moved closer allowing her tongue to retreat back inside her mouth and pressed her lips up against the head of my cock and gave it a very motherly kiss.

Her back was arched and her ass perched high in the air silhouetted in the dark room illuminated by the moonlight. With her eyes still closed, she gently opened her mouth just wide enough to wrap the tip of my cock around her lips, her tongue pressed up against the underside of my shaft as she licked up and down; she started to open her mouth even wider and her lips were now wrapped around the entire head of my cock. She placed one hand on my thigh and gripped it as hard as she could, digging her nails into me; she let out a deep sigh with my cock in her mouth. Her eyes opened and we made eye contact for the first time since she started sucking my dick, she closed her mouth tightly wrapping her lips around my cock and sucked, pulling back away from me; sliding her lips right off the tip of my cock.

Mom loosened her grip on my leg as she held my cock in her other hand and sat up on her knees again. She let go of my cock and I instinctively grabbed her by the wrist to try and keep her hand there; she took the hand that was on my leg and ran it through her hair, brushing it back so I could see her face clearly and said, "Matthew, what are we doing? I'm your mother.. I'm sorry; I don't think we should be doing this." I relinquished the grip I had on her wrist and began to panic, no! She couldn't change her mind, not now. We were so close. I sat up and looked at my mother, she was right perhaps we shouldn't do this. I placed my hand firmly on the back of her head and confirmed her doubts, unwillingly.