When a Mother Models

This is my first submission in 2 years, so i welcome the feedback. A big thank you is needed for my friend J who was so kind to edit the story. All characters are above 18.

Gwen couldn't believe her son's report card, as he stood there beaming happily in the kitchen. In high school he had been an average student at best, and that was mostly due to the fact that as a starting wide receiver on the school's football team. The 38 year old blond thought her son had often been given extra help by his teachers, just so that he wouldn't be kicked off the team for academic reasons. When he had been scouted by LSU, it was also clear to her that it had more to do with her husband being a legacy, and his own football talent than due to his academic skills. But seeing the GPA of 3.9 she felt as if she had unfairly underestimated her son his whole life.

"Well, you did a great job encouraging me and giving me an incentive to apply more in class, mom."

For a second, she looked a little confused. She didn't understand what he was talking about, but then remembered the little chat they had before classes started. Gwen had found out that Thomas had sold some of their holiday pictures to his friends for some extra cash. At first, Gwen had been a little shocked, but Thomas had explained to her that he had been teased for years at having a milf for a mom, and he would use the money to pay for school stuff like books, etc.

Gwen dismissed it because, after all, the photos where just of her at the beach, and even if her husband had left enough money after his death for her to live comfortably, it wasn't a terrible idea for Thomas to make his own money. So, with a mind clouded by wine, flattery, and the idea that her son would have average scores at best in his school subjects, she told him that if he could maintain a grade point average of at least 3.6, she would model for him to make some more cash for his second year.

"Oh, well I guess I can't back out now..."

She said, as her head was still a bit fuzzy from the wine, but as she saw the calm look in her son's eyes, she relaxed a little.

"Mom... don't worry. I might already have buyers for the pictures, but it's not like I'm going to force you to pose nude or anything!"

She smiled at him as she hugged her son, relieved to hear that while he might have been naughty enough to sell her pictures to his friends, he knew she wouldn't be willing to pose nude or anything like that, as it would be indecent and so wrong for a son to ask his mother to pose nude for him.

"Well, go unpack and clean up, I'll have your favorite meal on the table in about an hour."

Thomas rushed upstairs as Gwen went into the kitchen to put the Mac 'n Cheese in the oven. As she poured herself another glass of red wine, she picked up the report card and smiled again. She had been married off to Thomas's father when she was seventeen. Her father and Thomas's were business partners, and business-wise it made sense for her to marry him. She never had romantic feelings for the man, but she had learned to love him for what he had given her in the form of her son, Thomas. The cute little baby had turned into an affectionate child; The child into a playful teen, and the teen had finally turned into a handsome, smart and self-secure young man.

They had a lovely dinner and caught up. He talked about his year away at school and she complained about being a stay at home mom, with no children, was boring. Because Thomas was still tired from the traveling, he went to bed early, but not before agreeing to go to the park with her for a picnic the next day.

The next day at the park, as they settled in the shade of a big tulip tree, she watched as

Thomas took out his camera from the bag and snapped a couple of photos to see if the light was good. Seemingly satisfied, he smiled at her and settled on the ground, watching his mom through the lens. Gwen had worn a bold, cute little blue-and-white checkered dress, with a low sweetheart neckline, which showed the tops of her perky c-cup breasts, a flattering high fitted waist, and cute cut out. To add to her appeal, she had curled her long blond hair in a fifties style Hollywood haircut, applied a bright red lipstick, and a worn a pearl necklace, to finish her look.

After having a nice little lunch, Thomas started taking pictures of her as she was eating some raspberries, but he didn't say a word to her the entire time; He simply walked around her and snapped various pictures. Thinking that this was a lot tamer then what she had expected, Gwen looked up at her son.

"How much are you going selling these for?"

Gwen was suddenly curious about how much a bunch of pictures of a woman in her late thirties was worth to some horny boys and pervy old men.

"Ten bucks for the set. After all, you show a lot of leg and you do look like a pin-up model like this."

Those comments made her blush a little, but as she saw Thomas capture that moment on film, she blushed even redder.

"If you look up at me with your lips partially open, I could ask for more money."

He said, as he had stepped right in front of her as he looked down through his camera lens, snapping away at her. Instinctively, she looked up at him and put on her most seductive look for the picture, trying to look even sexier.

"Reach with one hand for my belt buckle."

Her son said casually. Gwen couldn't believe what her son had just said to her and shot

him a look, but seeing no reaction, she nodded almost imperceptibility and placed her hands on his big belt buckle, licking her lips slowly as she looked up at the camera lens.

"Perfect! That's exactly the look I was going for. You just doubled the value of this set, mom."

He said as he walked away to stash his camera back in his bag, leaving his mother in a stew of emotions. Trying to compose herself, she started to pack everything in the picnic basket.

"Really? "

She asked a little skeptically. She couldn't believe that doing all that had doubled the value of the picture set.

"Why would someone pay twenty bucks just for some teasing pics? It's not like they can't get porn or pictures of some famous model for free off the internet."

"That's exactly why mom. It's easy to find smut on the net, but classy pictures of a real, natural, beautiful woman is a lot harder to find, and a lot hotter as a result. "

He paused, and smiled at her, this time a bit more playfuly, just like he had growing up when he was up to some mischief.

"If you want," Gwen said, "we can always make the next one a little more playful! After all I did agree to do at least three sets."

The rest of the day Thomas spent catching up with some friends and it was already late when Gwen heard him stumble home. The next morning, instead of waking her son up and inviting him to go to the gym with her, she left him to sleep it off. Gwen had gotten into the routine of spending her mornings at the gym for a mild cardio workout, and then a yoga session to keep in shape. At first she had started going just to be out of the house and meet people, but it had quickly turned into something she really enjoyed doing. Noticing that her son was still in bed, she made him some pancakes and went into his room to wake him up.

As she opened the door holding the breakfast tray, she was greeted by a view that stunned her. Thomas was 6 foot 2 and covered in muscles. He had broad shoulders, a chiseled 8 pack,

and muscular legs. But what impressed her the most was what she couldn't see, the long hard bulge, hidden by her son's boxers, but was stretching them out obscenely.

"Mom, 5 more minutes!"

Thomas said as he flipped to his stomach and pulled his pillow over his head, reverting to how he was in his early teens when he needed to wake up. Placing the tray on his bed she opened the shade to flood the room with sunlight.

"Common sleepyhead, time to get up!"

She said as she pulled the pillow off his head and threw it on his desk. Thomas growled something incoherently as he went to sit up, stretching his muscular body slowly. Seeing the pancakes, he smiled up at his mother.

"Thanks." Taking a bite, his eyes roamed over his mother's body and he grinned. "So you have to work to keep fit." He said as he finished his pancake. Gwen laughed and pointed at her son's body.

"As if this happens by staying in bed till noon and eating pancakes."

They both smiled and Thomas got out of bed and put on a pair of grey sweatpants. As they went down to the kitchen, Gwen was about to go to the shower but Thomas stopped her. "Wait mom, I think we could make a hot shoot before you go shower." Gwen looked at herself, she was wearing a pair of black V-front yoga pants, with flirty and a red little dip at the waist. The pants gave her a sleek silhouette, with a low rise and hits at her ankles. Her top was a red yoga bralette with ruched v-neck and straps criss-crossing across her back. Admitting to herself that she did look pretty hot at the moment, she agreed and walked towards the backyard. Soon Thomas was there with his camera in his hand.

At first, he just asked her to do some yoga poses for him, and just like before he remained silent as he walked around her taking pics. But after about ten minutes, he walked back in the house, stepping back out a minute or two later holding a squirt bottle. "This will make it look even better, mom." He said as he simply started to vaporize water on her face, chest and

stomach, before she could say anything about it. As she shrieked away from the squirting water, Thomas took some more pics before stopping and flashing his mother a wicked grin.

"Lay on your stomach and grab your ankles?"

Thomas said as he positioned himself on one knee in front of his mother. Gwen was about to ask if this wasn't a bit to explicit, but the calm and controlled demeanor of her son made her forget about her fears and she posed for her son like he asked. "Remember how you felt yesterday when you were posing sexily? Try to get back into that mode." As she tried to get back into that slightly aroused state she looked at her son's upper body, letting her eyes travel across his well muscled chest, and somehow that helped her get into the mood.

"Good, now get into the cat position." Gwen was a little surprised that her son knew the name of yoga poses, but promptly got onto her hands and knees and bent her back upwards like a hissing cat. Thomas took more pictures from the side and back. "Now, go to the cow position." Gwen smiled as she lifted her head up as she arched her back low, making her ass stick out. She could hear Thomas clicking away behind her and she knew she looked hot like this, her tight ass up in the air, pointing at the camera.

"So those should sell pretty well." She said smiling. Thomas grinned back as he was still looking at her through the lens. As he came back to stand in front of her he said, "and even more if you look into the camera lens and give me a look as if someone was standing behind you." Because of the casual tone he used, it took her a few seconds to understand what he meant, but when she got it she just blushed and laughed and gave him her best "O" look she had.

"Good, now lie on your back and give me a bridge with a wide base, but do it in slow motion," he said as he went to stand close to her feet. As she planted her feet on the ground, she wondered what would be so sexy about this pose until she felt the fabric of her black yoga pants

hug her excited vulva, showing off a clear camel toe. When she was in position, she saw Thomas move around to the front to take more pics.

"Look at me and open up wide." As she did, she half expected her mouth to be filled by her son's cock and was somewhat disappointed that Thomas was just taking pictures. Just like the previous day, the photo-shoot stopped abruptly with her son just putting his gear back in its bag. Feeling a little confused again, Gwen rolled over and got up.

"Good set?" She asked, trying to resist the temptation of asking how much he would sell the pictures for. Looking up at his mother, Thomas flashed her a half smile. "Probably thirty, forty bucks." He saw Gwen's slightly disappointed look and took out his camera again. "Walk back in the house," he said, following behind her and snapping pics as they went. "Go up the stairs... slowly." Knowing where he was going with this, Gwen hesitated but decided to see just how far her son would play this game.

As she got to the top of the stairs, Thomas asked her to wait.

"Mom, I want you to slowly take off your top, but don't face the camera, please." Again Gwen was confused, one part of her was really thankful that her son wouldn't take pictures of her breasts, but the other part of her felt a little disappointed that he didn't want to see her like that, and his voice sounded so disinterested. She slowly lifted her top over her head and dropped it on the floor. "Now look over your shoulder at me and use your finger to call me closer, then slowly walk towards your bathroom." Gwen tried to give him the sexiest look she could imagine as she turned to look at her son, letting her tongue touch her upper lip as she used her finger to beckon him after her. She slowly led him to the bathroom, not even checking to see if he was following her. As she walked, she made sure to put a little extra sway in her hips and ass, proud of the fact that she still looked good after all the exercise she had done. As they arrived at the door he made her stop again.

"Mom, I want you to slowly take your pants off, bending over as you do so I can take some pictures of your ass in your panties."

Again she was caught off-guard by the dual feelings of relief and rejection as she did her best to follow her son's commands; slowly sliding her tight pants off while bending over. Gwen blushed for a second as she realized that her son would have a perfect view of her tight little yellow "boy shorts" she was wearing, as she bent over. When she was done, Thomas simply told her to get into the shower and take off her panties. "Mom, I want you to keep one leg out of the shower while you're taking them off, and drop them on the floor outside the shower stall," he said as he continued taking pictures of her.

Gwen was waiting almost breathlessly for more instructions when she heard the door close. Looking behind her, she saw that Thomas had left her alone in the shower. A frustrated sigh escaped her lips as she turned on the water, wondering what on earth was wrong with her. She knew she shouldn't be thinking these thoughts, she knew she shouldn't be excited posing for her own son the way she was, but she couldn't help herself. Reaching between her thighs as she was washing her legs, Gwen felt how wet she was, how turned on by all of this she actually was. Finishing up quickly, she dried herself off and put on her favorite off-shoulder top, picking that because it was white and so old that it was nearly transparent. Running to her room, she pulled on some black knee high socks and white panties and went to look for Thomas to see what his plans for her were.

She found him in his room looking at the pictures he had taken of her on his 32 inch monitor. A small guilty part of her mind had been secretly hoping to find him with his hands

down his pants, stroking his hard cock as he looked at the pictures of her, but like always he seemed composed and professional as he tinkered with light and color balances. "Oh my god! I never thought I would look that hot in those pictures!" She said as she walked into the room.

Thomas looked over his shoulder and grinned at her. "Yeah most of my clients want them already and one of them is begging me to catch you masturbating." He said with a shake of the head as to show his mother how ridiculous he thought the idea was.

"Really?! he asked you to take pictures your own mother naked, and touching herself?" She asked, shocked that someone would even think about asking him that. Thomas just shrugged his shoulders. "Not naked, he's more into the teasing than actual nudity, but then on camera." Gwen thought about it as Thomas started to work on one of the pictures of her ass while she was on her hands and knees. "How much is he offering?" The second the words left her mouth, she knew that she sounded much more eager then she wanted to. Thomas heard it too and turned his chair around slowly, looking her in the eyes.

"Dressed like this, probably around $250. If you can orgasm for real, $500 easy."

Gwen was shocked at the amounts but what surprised her most was that she was actually contemplating doing it, and that just the thought of letting her son film her like that was making her wet. She was just about to dismiss the idea when Thomas got up and grabbed his backpack. Taking her by the hand, he guided her back to her own bedroom, Gwen following him, almost in a daze, like a lamb for slaughter. Gently pushing her on the bed, he opened his backpack and grabbed a camera with a tripod and placed it at the foot of his mother's bed.

"Just relax and get comfortable, mom." He said as Gwen propped some cushions behind her, lying back a little as Thomas readied the camera. When it was ready, he took a handheld camera and walked to the side of the bed. Smiling at his mother, he reached around her and tied a little knot in het shirt right between her shoulder blades. At first Gwen didn't understood what he was doing, but when he was done, she felt her breasts being pushed together in her shirt. She looked down and could see that her tight sleeveless shirt was now clinging to her chest, and her rock hard nipples were poking out against the thin material.

"Try to keep your hand inside your panties while you're touching yourself, mom, and if you can show your stomach and tummy, that would look even better, but if you can't, try and stay covered up as much as possible. Remember, these are teasing pictures, not porn."

As he stood up and started the tape, Gwen was feeling a little self-conscious at first but she had been so horny for the past few days that she decided to just let it all out and have fun. Closing her eyes, she rested her head back against the pillows as one hand started to caress her neck as the other started to trail down the inside of her legs. She started to fantasize that it was someone else's hands touching her, caressing down her thighs, as she lifted her shirt just a bit to show off her sexy toned tummy as her finger stroked the skin close to the waistband of her panties. While she used one hand to caress her face, she pushed her other hand deep in her panties and started to tease her wet pussy lips, moaning low in her throat, biting her bottom lip to stop from being louder. Gwen was lost in the pleasures of her own fingers touching herself, lost for several minutes in the slow and sensual stimulation of her pussy.

She could hear Thomas moving about the room, trying to capture as many angles as he could. Gwen could feel him moving in for what she assumed to be a close up of her face as she bit her lip, trying not to moan too loudly, and punched two fingers in and out of her wet little tunnel. The moans she let out were closer to the sounds an animal would make, than what a human would, as she kept her eyes shut and fingered away all her frustrations. "Don't freak out,

I'm just adding some water for effects." She heard Thomas say as she felt him dribbling some water onto her face and chest. Thomas smiled, seeing that the water just made his mother's shirt even more transparent, her hard nipples almost clearly visible, as he started filming from different angles again. For ten more minutes Gwen fucked her pussy hard, moaning and thrashing her head from side to side in pleasure, wet splashing sounds filling the room. She thought she was going to go crazy, not allowed to take her panties off to really touch herself like she wanted to, the limitation imposed on her by her own son driving her insane with frustration. She reached down, about to rip them off when Thomas stopped her.