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Mom kept moving her hand on my penis while she kissed me. We were standing in the kitchen, she had just finished sucking me to orgasm and I had cum in her mouth. I was naked from the waist down and she was in a sheer nightgown that sort of played a hide me dance with her breasts, including what looked like, to me, to be very hard nipples. She kept moving her hand back and forth as she grasped my penis and I started to get hard again pretty quickly. I hadn't actually gone down that much and she seemed to know not to touch the head very much.

We broke off of our kiss and she asked me: "Steven, did you like what I just did; I mean, what we did?"

I don't know why exactly, but I wanted to hear her say the words so I asked her to tell me what she had just done. "Mom, please tell me what you did. I'd like to hear you say it."

With that she started moving her hand a little quicker and grasped my penis a little firmer as she continued to jack me off. She was standing quite close to me so sometimes I'd sway and she'd sway and my penis would touch her nightgown-covered lower stomach. I remember that she would sort of tense and catch her breath a little whenever she felt the tip touch her.

"You know perfectly well what I did Steven but well honey, I uhhhh, well I sucked you off. I took your erect penis into my mouth and let you cum inside it. Before I did that, I did what I'm doing now which is that I am now masturbating you, son."

"Where'd my semen go Mom?"

"I sucked it out of you and I swallowed some of it Steven, but I also kissed you and shared some of it with you." And with that she really started moving her hand quickly on my penis. I was pointed right at her and I believe that I would soon have ejaculated all over her chest. I was feeling pretty good about things right then and maybe a little overconfident because I just sort of blurted out: "Mom, would you let me see your bare breasts please?"

"Steven! I, well I'm not sure that that is such a good idea. "

I was thinking that I might have just blown my chance for her to make me cum again but then she seemed to shrug a little and appeared to decide something. We were still in the kitchen and still standing facing each other with her hand wrapped around my penis. I hadn't yet figured out what to do with my hands so they were sort of just hanging free on my sides. She let go of my penis, reached for my hand, intertwined her fingers with mine, turned toward the living room and started walking out of the kitchen.

I tripped over my boxers since they were down by my ankles and I fell towards her and caught myself with one hand on her side and towards her front and one hand still clasped with her opposite hand. She jumped a little when she felt me grab her side for balance but didn't move my hand away.

"Steven! Please be careful and don't squeeze my hand so hard."

I let go of her side and just stepped right out of my boxers. I'm sure that I was not thinking about anything other than how to get to wherever we were going as quickly as possible. I was so close to cumming again. We walked into the living room; I was now naked except for my shirt and she was in a pretty sheer nightgown. I remember that I thought that I could see through to her skin beneath her nightgown but was not quite sure. She pulled me toward the couch and gestured for me to sit down. As I sat down she let go of my hand, stepped back a little and stood there just looking down at me. I was sitting on the couch with my erection pointed right at her. She seemed to glance back and forth between my face and me penis, pausing for a lot of time looking at my erection.

I didn't know what was going to happen next but I did notice that I couldn't tell if she had any underwear on. Her lower abdomen was now approximately even with my eyes so I almost had to look right there, even though she was standing about two feet away. I did look every once in a while at her face to see where she was looking and to see if she was catching me looking there. Of course, she was watching my every move.

"Steven, why don't you take your shirt off, honey?" Mom asked with her voice cracking and taking long pauses between the phrases. And with that I started taking my shirt off but also decided to ask her something as I was pulling the shirt up and off of my head.

"Mom, ahhh, do you have underwear on?"

"Steven! What sort of question is that?"

"Well, I'm sitting here completely naked now and I think that I can almost see your, ahhhh " I was trying to point at her pussy but also trying not to be crass while I pointed. I really didn't know what to call it at that point.

"It's my pussy Steven that you're thinking about and looking for and, well let me sit here a minute next to you."

I remember that she still hadn't quite gotten to let me see her breasts. She sat down next to me with her leg pressed against my leg. She turned toward me, leaned toward me and I leaned toward her and we started kissing lightly at first but then with a mad intensity that grew as the seconds, then minutes, went by. Almost immediately, I felt her mouth open to me so I opened my mouth and we started French kissing. I found out then that I really like to breathe through my mother's mouth -- in and out of her lungs and through nose. I still love the feel of her tongue touching mine and I love the feel of her lightly trapping my lower lip between her lips and the way she pulls it toward her as we brake each kiss. As we kissed, her hand once again found my erection and she started jacking me off again. Every once in a while she would stop moving along my penis and would move to fondle my testicles and then she'd go back to stroking my penis.

I found myself starting to gingerly touch her breasts, and slowly worked my way to her nipples. I didn't know then that a nipple is such a sensitive erogenous zone on a woman but Mom definitely liked me touching her nipples. I couldn't help it because they were after all right there rubbing against my chest and arms. I noticed that whenever I touched her nipple, or circled it, that I could feel her take a sharp breath. We were sitting there with her hand wrapped around my penis, her masturbating me and I was feeling her still-covered breasts. In retrospect, it was sort of awkward, her holding my penis, me touching her breasts and us kissing but it felt awesome then.

After a while, she leaned back from me, stopped moving her hand on my penis although she still had her hand wrapped around it. "Steven, I want you to stand up and sit over here on the coffee table facing this way with your legs straddling the sides." She gestured for me to sit sideways on the coffee table.

I didn't understand why she wanted me to move off of the couch and I was again about ready to pop so I protested, "Mom, please just let me sit here while you finish me, please...I'm so close to cumming."

She would have none of that and was adamant that I move to the coffee table. I pushed myself up and off of the couch and since I was more than a little horny, I purposely used her upper thigh to push up from my sitting position. She had to let go of my penis as I moved over to the coffee table, although she kept her hand touching it almost the entire time. The coffee table was pretty narrow and I sat on it with my legs on either side.

"Steven, I want to try something interesting but I don't want you to watch me honey." She handed me a throw pillow off of the couch and asked me to put my face into it and to put my arms around it. "Please, promise me that you'll keep the pillow there until I tell you that can look again."

My heart was beating a mile a minute and I felt like I was going to cum just from the thought of my mom finally sucking me off again. I would have agreed to anything to just have her finish me at that point. "Ok Mom, I promise that I won't look. I promise." And with that I took the pillow and buried my face in it. I left my lower face unblocked so I could talk to her.

Things were very quiet for what seemed like an eternity and then I felt her lightly touch my penis with her hand and then she wrapped her hand around it. Then she touched her mouth to it, while still keeping her hand wrapped along the bottom portion of it and she let it slowly slide into her mouth. Each time she touched me and sucked on me seemed so much better than all the previous times. I wanted so badly to see her take me into her mouth but I kept my promise to her. She took her hand off of it and started moving her mouth all up and down on it, although very slowly so I didn't quite get to cum. She seemed to have a knack of knowing when to stop moving just to keep me from ejaculating. It was an amazing feeling for my penis to be inside such a warm place, especially when she stopped moving and let me just soak there with my penis about halfway in her mouth.

She pulled her mouth up a little, started pulling my arms away from my face and then she just pulled the pillow completely away. I don't know why, but I kept me eyes closed for just a little while. Then she did something that was incongruous with her mouth being full of my penis, she said: "Steven open your eyes"

I opened my eyes and there she was, straddling the coffee table, me sitting on the table and she had my penis almost all of the way inside her very bare pussy. She had no hair down there at all so I could see her labia wrapped around my very erect penis. It was an amazing image to see her naked and straddling me with my penis connecting the two of us. She stayed very still and said "I want to look at your eyes, Steven, when you cum. And, I want you to cum right now." And with that, she pushed all of the way down on me and stayed right there, not moving at all. This was the first time that I felt her legs against my legs. I almost immediately started ejaculating as long and as hard as I have ever. It was such an amazing thing to know that my semen was exploding inside my mother. The feeling and the sight of her naked pussy wrapped around my penis was orders of magnitude better than masturbating with my hand and spraying semen against a mirror or into a towel.

We kept our eyes locked together as I came over and over again into her. I did grab ahold of her and kept her from moving even if she had tried to move. When I was spent, she just kept sitting there with my penis still inside her as it softened.

"Steven, I want to keep you inside me until it comes out as it shrinks."