Backscratch Ch 03

The saleswoman Myrna was eyeing me from behind the counter with a bit of a smirk. I smiled slightly at her and then turned back to watch the dressing room door. I had tried to hide my raging boner from her prying eyes but had obviously failed. I think she was wildly intrigued by Mom's pronouncement that I was her son and was helping her pick out some nice, dainty things. She was a pretty woman in her 50s, I guessed. Curvy in a pin-up kind of way, big breasts, tiny waist, nice round butt, long legs.

We had been to Victoria's Secret, where I "helped" Mom pick out some pretty, tiny, thongs panties and a camisole so sheer that we almost got kicked out. She had come out of the changing room in nothing but the panties and camisole and had paraded them in front of me. The 2 young salesgirls had both tittered a bit and then warned against their boss showing up any moment. I don't think they caught on our true relationship, but though the she was some cougar who had snagged herself a young stud. I did notice that they were, surprised how bold Mom was walking out and standing in front of the three-way mirror, and how gorgeous she looked.

From there we had journeyed to a trashy lingerie store that was little more than a porno shop. Mom tried a few things on, but the manager of the store had ushered me out of the changing area, almost immediately. Mom had persisted, but men were simply not allowed back there. We bought nothing.

Now we were at Naughty & Nice, a tasteful little store in a shopping alley that was very quiet for a random weekday midmorning. Myrna, the owner had welcomed us and Mom was bold enough to introduce herself and me, as her son, explaining that we were shopping for some sexy stuff for her. Her glance to me was unreadable, but I think she was intrigued by this admission. She showed us some cute, little, sheer things and then walked us to the changing room. I sat in a tall wing-back chair and waited as mom changed.

Shortly, Mom had emerged in a beautiful violet, sheer camisole and panty set that you could read a newspaper through. Her swollen labia and erect nipples were on full display. Myrna stood by as Mom paraded a bit and stood in front of the mirror, turning this way and that. Myrna was very complimentary, as was I.

"He has a very good eye." Mom told her. "We are setting up for a photo shoot and I needed some new boudoir outfits." She assured Mom that she looked wonderful, which she did! Mom turned to me. "I like the way my nipples can really poke through, don't you?" I admitted that I did. I was feeling a bit nervous, which showed and the manager simply smiled at our playfulness. "Do you think my breasts look okay though?" Mom asked, taking both in her hands and lifting them slightly. "There is no support at all."

"You don't need any." Myrna and I both blurted at the same moment. We both laughed and Mom smiled.

"Well," Mom said, gently lifting her tits and letting them fall. They bounced just a bit, enticingly. "Thank you anyway, but I think they need a bit of lift." We both argued again that they didn't. "Regardless, I think he likes these." Mom said turning to face me and stealing a quick glance at me pounding erection, obvious through my pants. "We'll take them." She said, dancing just a little making them bounce and sway perfectly.

"Wonderful." Myrna said. After a brief pause, she added, "Let me know if I can be of any further help. I'll just leave you two to it." Mom smiled a thanks and she turned and walked away, but not too far. Mom gave me a quick kiss on the cheek and retreated to the dressing room.

It had just a drape across the front which Mom didn't quite close completely, as she stripped off the camisole and then bent at the waist, bottom pointed right at me as she slid the panties off and to the floor. Her lips were thick and full. She pulled on a body suit that was a sexy black, wet look material, with dark purple frilly lace edging. I could see through the drape a bit as she adjusted and settled it in position. The position turned out to be important, as it had openings to give a peek-a-boo at the nipples and pussy. The rear was simply a soft ½" of lace that disappeared into the valley of her ass.

She gazed into the small mirror in the dressing room before throwing back the curtain with a flourish and stepping out. If I hadn't been sitting in my chair I would have wound up on the floor. "Too much?" she asked, striking a pose. As she puffed out her chest a bit, both tiny openings at her breasts opened to reveal her very hard nipples. I simply stared open mouthed. She waggled her eyebrows at me, smirking at my reaction. "This," she started looking down at her own crotch, "This may be a bit much." As she flexed her thighs just so, the material parted and granted an incredible view of her swollen lips.

"Ben?" she asked. It sounded a long way away. "Ben?" she repeated. I was jerked back to reality. I realized that I had zoned out at the sight of my mother wearing perhaps the sexiest outfit in the world, exposing her most intimate bits to me, her son, in a store in the middle of the day. I had experienced the same feeling of freeze frame/slow-motion-replay that had become somewhat common whenever my mother did something truly sexy. It had happened last night as I ejaculated all over her nude body, and again this morning as she leaned over and took me in her mouth.

Just now it had happened yet again, as she bent over and her nipples were on full display and my eyes wandered over her sexy form to the image of her swollen, parted pussy lips, peeking clit and pink interior, framed by gorgeous dark lace and pulled tight between her sexy, firm thighs. As she had pulled the material up a bit, it had spread her labia even further. She was glistening and moist.

"Ben?" Mom repeated one last time, grinning at my tongue-tied response. "You like?" she asked smiling. I saw her eyes flick over to the saleswoman, with a private smile, shared between women who knew about being naughty. "I think we'll take this too." Mom took one step towards me, leaned down and kissed my lips softly. "You are such a wonderful help, sweetie."

Back in the dressing room, Mom fumbled a bit, turning this way and that, confused. "Benjy, can you help me?" she called out. I rose, uncomfortably swollen, from my chair and went to assist. As I pulled back the curtain I noticed why she was having trouble. She had picked out some sort of torture-looking device and couldn't get it on. There were straps and fastenings everywhere. There was, however, just about no fabric to cover any part of her.

"How do you ...?" I started almost as soon as I tried to help. I had no idea how this thing went on. It was almost a built-in-place set of black straps and tiny silver buckles, that wound around, up and down and through everywhere.

"Myrna? Excuse me." Mom called to the saleslady. "Can you help us a bit?" The woman strolled over, smiling wide when she saw our predicament.

"Ooooooh I love this piece!" she said when she recognized it. "Incredibly sexy!" she assisted us for a bit helping me find the road map that fastened this incredibly complicated arrangement onto my mother's nude body. We worked together to wrap and enfold, attach and interweave the most intricate garment, until Mom was completely encased. Two straps ran between her legs, applying enough pressure to really swell Mom's labia into a gorgeous display of womanhood. Around her flat tummy, in and around her arms and breasts, over shoulders and crisscrossing, front and back, and finally tying in a cute bow right above her sexy butt.

We had both been stroking our hands all over her body to get it on her, which had left her in a wildly excited state. I think we all were.

"Oh my god!!: Mom whispered into the mirror when she saw it on her. She turned this way and that. "It's incredible!" We both just stood there and watched, entranced as my mother admired herself. Turning and looking and posing and looking. "Wow!" she finally said as she turned to face us. It was somehow way sexier than simply standing there nude, which was already so sexy by itself, I almost couldn't stand it.

"Incredible." Myrna whispered as she took in the vision that was my mother's body wrapped in this wild arrangement of straps. Mom's body was perfectly displayed in all its glory, every part of her femininity was amplified beyond belief; she was a goddess!! "I wish I could join you on that photo shoot." She said

We learned that Myrna was a professional photographer, had been around the world as a photojournalist, been to numerous war zones, and now just wanted to photograph beauty. She did the occasional wedding, mostly for friends and clients, but loved to shoot the female form.

"Well, perhaps, when we get ready to do the shoot we can all work together?" Mom offered.

"Would it be alright if I used a few of the shots in my private marketing album?" Myrna asked. "I use them very discreetly, and have no photos of this particular piece. And you, ..." she was staring openly, " ...you look incredible in it." Mom seemed a bit shy of the idea at first, but a glance at me told her that I loved the idea!

"That, ... might be fun actually." She finally agreed. Myrna told her that it would be her pleasure to provide the outfit for the shoot as it wasn't really a practical purchase and probably took all three of us to get her in it anyway. Added to which, as a custom design by a friend of hers the price tag made it more impractical. $300.00!! Mom's jaw dropped when she heard it. I was stunned, but thought for a moment that it was worth every penny. I had no idea when she could ever wear it.

"I would love to work with you both on a photo shoot." Myrna told us. "It is so amazing that you are both so comfortable with each other, mother and son. It is clear that Ben enjoys seeing you nude." They both stole a glance at my straining cock. I nodded a 'Whatcha gonna do?' kind of look. Mom admitted that she loved to show off her body to her son, and that seeing me in the nude as well was a huge turn on. "Well," Myrna continued, "It is a huge turn on for me as well." Mom turned to her and they hugged tightly.

We arranged for a photo shoot at her studio for late the following week, bought our stuff, gave her our contact info and headed off up the coast. We stopped for picnic supplies and headed to our private parking spot.

Mom was wearing a light cotton sundress with nothing under it so her nipples were at full attention everywhere we went. I loved the look of her hard nipples pushing out the front of the material. I grabbed the big bag with everything in it and followed her over the tracks to the trailhead down to the beach.

As usual there was no one for miles in either direction. We had come here maybe a dozen times since becoming a lonely twosome. On our perhaps sixth trip Mom decided to go topless, to my utter pleasure. We had played Frisbee on the sand and watching her bare breasts bounce and sway was pure pleasure!! They were becoming a bit tan, which I both enjoyed and didn't. I loved the smoothness of a gentle tan on that gorgeous soft skin, but the thrill of a tan line never ceased to arouse me. Breasts that are whiter than the rest of the body somehow state that they are private and don't often see the sun. When they do, it is a special, private thing; a privilege. The tan line is a turn on!!

Our last visit to the beach we had both lain out naked. It had been a wildly arousing thing to do. We spoke of it most of the way home, how exciting it had been, how much we enjoyed looking at each others, warm, moist, aroused bodies; my cock, Mom's nipples, her shaved lips and the tiny patch of hair above her clit; our fitness. I was trembling to find out what would happen today.

We found a perfect spot back from the water, at the foot of the cliff, and between to large boulders. We laid out towels and I simply undressed completely and lay on my stomach. Mom busied herself getting out the sandwiches and wine. I watched her preparing lunch without a word said. She then stood, and watching me watching her, slowly peeled her sundress off over her head showing every inch of her nude body. It was heaven to watch her strip. She brought her towel and laid it edge to edge with mine and laid on her stomach. Once settled she leaned over and kissed me softly, lingering.

"You are such a sweetie. I love you Ben. Thank you for your help today."

"It was truly my pleasure." I responded. "You looked so beautiful in everything you tried on." We chatted about how the girls at Vic's Secret must have thought she was a total cougar.

"I really liked Myrna. I thought she was really cool." She told me. I nodded in agreement. "I think it might be fun to do a photo shoot with her." She gazed into my eyes. "it will be really fun to do a photo shoot with you, sweetheart. I turns me on so much to show you my body."

We kissed and cuddled a bit and ate our picnic lunch, then got up and walked nude to the water and strolled a ways in the shallow surf, holding hands. We splashed each other a bit as we walked, Mom cringing from the cold water. Her skin was covered with goose bumps and her nipples were as hard as they could possibly be. My cock, which had started out completely erect, was now simply half mast, thick and full, but not so painfully hard. The cold water had taken the edge off a bit.

Out the corner of my eye I could not stop watching the sexy way Mom's breasts moved and swayed as she walked along. We strolled a long way without seeing another soul and without anything being said. We had rounded a promontory where we could see down the beach. Not another person was out there for miles. It felt like we were the only 2 people on earth.

"Do you sometimes, ... feel like, ..." she started, quietly. "Like, ... you and I, ... are apart from the world? That we live, ... somehow, ..." She was in another of her musing states, where she was thinking out loud, but slowly, haltingly. " ... here, but not here?" She stopped and gazed out at the sea, as if she were far, far away. "Apart?" she whispered. "Alone, cut off from the rest of the world?"

After a long, thoughtful pause, her gaze turned to me. "Especially here." She continued, looking around. "That is why we are together, like this." She looked down at her hand in mine. "You love me." she stated, more than asked. "You know that I adore you more than my own life." Her hand squeezed mine, hard. "We love each other." Her eyes came to mine, serious and unreadable.

"I feel like I am dead." She stated plainly, looking out to the sea again. "In many ways I am dead, ... but not with you." I simply watched her and listened. I always had a dread sense about these conversations. I didn't know where they were heading, but they sounded so dire. "You make me alive inside. You've kept me alive inside, ever since, ..." I still said nothing. "No one else, but us, ... could ever, ... get it, get us, be with us, ... or us with them." Her voice drifted off.

"Am I making any sense?" she asked after another long pause, turning to face me. She took my other hand in hers and stood facing me directly. "There is no one else, ... that I can to turn to for love." Her eyes were studying mine. That point seemed to hit home with me. All the others girls that I met, in public, at school, anywhere, all seemed so distant, so disconnected. I had long ago stopped telling the story of our family's tragedy. People were understandably saddened at hearing it, but I always got the feeling that they thought that the passage of time should have done more to ameliorate the sense of loss, of broken-ness; it hadn't.

I pulled her into my arms. Mom didn't feel sad. She felt resigned to her fate; our fate. She nuzzled her face into my shoulder. Her arms wrapped around me, but slack, so that her hands were resting on my butt. The contact turned me on. I stroked her skin, from her shoulders, down her back, to the swell of her hips and butt, and then cupped her beautiful bottom in both hands. My cock was raging again. I pulled her tightly to it. It was pressing into her tummy.

"We turn each other on," She said into my shoulder. "You make me so aroused! My nipples ache for you. My pussy is so, ..." her voice fell off. "We turn each other on so much. My skin loves your touch. I love to look at your body, smell your skin." She breathed deeply, smelling me. "Mmmm, the sound of your voice. The taste, ..." Another long pause. "Benjy, I LOVE the taste of your sweet cock. I am so in the wrong!! It is so wrong of me, forgive me, but I love the taste and the feel of my son's beautiful, big, hard cock in my mouth."

Finally she broke from the tight embrace and looked up into my eyes. She was so close, her lips an inch from mine. "Sweetheart. I would so love, ... truly love to feel your perfect cock, fucking my pussy so deeply, so hard and fast, ... lovingly and slow, ... but we never can. Not like that, not ever." We shared a long meaningful look, then I smiled and kissed her, softly.

"I know." I told her simply. "I know that." She smiled a weak smile of such incredible sadness, that I thought perhaps she had been hoping that I would protest; make the argument, any argument, no matter how ludicrous, that we somehow COULD be together like that. "No doubt, .." I started. "NO DOUBT, you know how much I wish we could. I have dreamed and fantasized about easing my cock into your vagina, ... a son's cock into his mother's pussy, ... but I understand what you are saying."

We kissed again, a bit more passionately. My arms went around her again and pulled her tightly against my cock, making her moaned with desire for it. Without breaking lip contact I reached down, under her bottom and slowly lifted her up and around me. Her legs went right around my hips. I pulled her high enough to release my cock which dropped down under her, then lowered her until I felt her wet lips settle onto the rigid shaft. She moaned again at the contact. Our tongues were performing a warm, moist ballet. I bounced a bit making my penis gently slap against her labia.

"Mmmmm, you see how naughty you are?" she giggled when we separated. Our noses were touching, as we gazed into each other's eyes. "I know your cock wants in me so badly. I would love the feeling of being filled completely by the one person in the whole world that I love the most." She smiled sadly. "I would love to feel you fucking me, Benjy! My sweet, baby, boy."

I slapped her puss a bit longer and then set her gently on the sand. "Come on!" Mom said suddenly. "Let's run!" She took off at a full run, back to our towels, and almost instantly reached up to grab her bouncing tits. She held them in both hands as she ran off, glancing over her shoulder at me. I took off full gallop after her. My cock was bobbing and bouncing all over, but I just let it wave. I caught up to her pretty quickly. She was grinning at my bouncing erection. "Oh baby!" she said still running. "That cock of yours, ..."

I got ahead of her and began running backwards in the shallow surf. "Release those beauties." I yelled to her. "Let me see them." She did briefly, as she ran and I was entranced to watch them bouncing up and down, side to side. My freeze frame/slow-motion-replay mind took over and I watched in slow-mo as she trotted through the surf, her feet splashing water in all directions, the sun catching on the droplets. Her thighs flexed and released beautifully with each step, that fine, downy hair backlit in the sun. Her gorgeous full breasts moved up and down over her muscled chest, hard nipples and the beautiful round tissue, weighting and un-weighting. Her hair was flowing in the wind, bouncing with each step. She was, without doubt the one woman in all the world that I wanted. I wanted her completely, only, forever.