Satisfying My Mother

Author's note: For those who know my work, welcome back! If this is the first story of mine you've found, welcome aboard and I hope you enjoy. All my regular readers know I always aim for something different, this one is no exception. In this tale we have a mother who has decided she is done with men and is now with a woman. However, she does still get a craving now and then. I always take my time getting to the taboo trysts so if you're looking for short stroke this may not be for you. I will say this story is a little closer to stroke than normal for me, but still has a fun build up. Lovecraft68

*

I was sitting at the desk in the living room, trying to force myself to pay attention to the computer in front of me, rather than think about what might be happening later on. It was a losing battle, as there was no way an extra credit online history lecture, was any competition for the chance at a show better than any porn movie. It was ten to seven and Karen was coming over to visit for awhile.

Karen had been mom's best friend for years and recently I had discovered one with benefits. Karen had been coming over for years, at one point at least once a week to play cards back when Dad was still alive. After Dad passed away last year, Karen started coming over much more often. In the beginning to console Mom and make sure she was okay. A couple of months ago I noticed some of her visits carried over into the next day. Mom used to say she stayed in the guest room, but one night I knocked to go in there when I realized I needed a jacket from the closet and Karen was nowhere to be found.

I made it a point to leave the door partway open and after midnight when I got up to go to the bathroom saw it remained that way. At first I felt bad, thinking Mom was doing something like that. But as more time went by I realized she hadn't had so much as a date since Dad passed. When I mentioned it, she would just shrug and say she wasn't ready yet. When I began to ask about it more and more, she reminded me dad was a lot older than her when he met her and that he was the only man she'd ever been with.

I looked away embarrassed, that was something I didn't need to know. I also didn't need to be reminded that at thirty five, Mom was only sixteen years older than me. The reason there was no need was for as long as I could remember, I'd always thought she was beautiful. Well at eight I thought she was beautiful, from about thirteen on, the word hot was what always entered my mind. In fact there had been a few times as a teen that not only had I had some nasty dreams about her, but inappropriate thoughts when I was awake as well. I felt terrible, but couldn't help it. Watching her walk around in shorts and skimpy tank tops, as well as seeing her in a bikini would send me to my room where, ashamed or not I would jerk off to the thought of her.

I never told anyone and hoped it was a phase, which it seemed to be as those thoughts faded once I began dating and eventually getting laid. When Dad had a heart attack and passed away a couple of years ago at the far too young age of 45, I only saw her as my mother who'd just lost her husband and was doing the best she could to hold herself together and take care of me. But a few weeks ago those taboo thoughts had kicked in again. It went back to the night when I did indeed discover Karen was doing a lot more than comforting mom. The water was off in the downstairs bathroom while we were having the shower replaced and I'd had to use the one off of Mom's bedroom. When I heard moaning coming from Mom's side, I peeked through the door that had been open a couple of inches.

Leaning back in the chair, I closed my eyes and tried to will away the image of Karen on her knees at the foot of the bed, while Mom lied on her back, her long legs draped over her shoulders. Mom's hands had been in Karen's hair and she was moaning loudly. Karen had been naked except for a thong and her ass looked amazing as she knelt there licking my mother's pussy.

Karen had then stood up and climbed up onto the bed. When she did I was confronted with the sight of my mother's bald and very wet pussy staring at me from between her spread legs. I'd kept telling myself to look away, but I couldn't. Especially when she'd sat up, exposing her large tits with their pink and very hard nipples. I had a sudden visual of licking those nipples and told myself that this was my mother! That thought had finally led me to turn away. She might be the hottest woman I'd ever seen, but she was my mom.

That guilt however, wasn't enough to not only keep those thoughts from my mind, but in the last couple of months I spied on Karen and Mom a few times and kept telling myself I was really watching Karen, who was gorgeous. But deep down, I knew it was my mother that was the main attraction. The room was usually dark, with only a couple of candles lit, but I'd gotten some pretty good views, including watching Mom's face buried in Karen's pussy in a sixty nine. I was also getting better views because the doorknob had broken off Mom's side of the bathroom and she didn't bother fixing it.

Of course the reason she didn't bother is the room on the other side was just an extra bedroom and used for storage, she had no reason to think her pervert of a son was sneaking up there and watching her with her girlfriend. Her girlfriend is what Mom finally told me Karen was, when a month ago, Mom sat me down and told me that for reasons she wanted to keep to herself she was no longer interested in men and her and Karen were a couple. She asked how I felt and I gave her my blessing. Mom seemed happy and she deserved to be. My only issue with it was the endless fantasies I couldn't keep out of my head.

Had the fantasies involved just her and Karen and how hot they looked together I wouldn't have been too concerned. After all I was a healthy nineteen year old boy who'd witnessed two hot cougars enjoying each other. Unfortunately most of the images that went through my mind, as well as my dreams, were that of Mom. I envisioned her long black hair trailing down my chest, while her tongue made its way towards my cock. My cock would then make it into her mouth while she looked at me with her big brown eyes. I pictured her round firm ass in the air, but rather than Karen licking it, it would be me pounding her as hard as I could, driving my....

"Kenny?" I jerked so hard at the sound of Mom's voice behind me; I almost fell backwards out of the chair.

"Easy honey!" Mom exclaimed, putting her hands on my shoulders.

"Sorry mom," I said as I turned in the chair to face her, "I must have started to doze..."

I trailed off unable to complete the sentence. Standing little more than a foot in front of me, Mom was wearing only a short red robe. A very short, very loosely tied robe. Because I was sitting, my eyes were level with Mom's chest and I quickly lowered my gaze when I saw how much of her tits were showing. There was much more than cleavage, I could see the entire curve of the side of her tit. Just before my panic stricken eyes dropped down, I swore I could see the light pink skin surrounding her nipple.

Lowering my eyes provided some relief, but not a lot. The robe barely went down to the middle of her thigh allowing me a complete view of her long tanned legs. I dropped my eyes down to the floor to see she was barefoot. Mom's toe nails were deep red and she had a silver toe ring on each foot as well as an ankle bracelet, Christ, even her feet looked good!

"Kenny, you okay?"

"Yeah, I'm uh, fine." I replied nervously, still staring at the floor. Mom normally wore shorts around the house during the summer and I'd seen her in her bathing suit plenty of times, but this robe was different. Maybe because I could see there was no bra and already wondering about panties.

"Why aren't you looking at me?"

"I..." I paused, then said softly, "Your... your robe's undone."

"My... Oh!" Mom gasped and sensing movement, I looked up to see she had pulled it closed and was tying it tighter. "I'm sorry honey."

"That's okay." I said, looking back up at her.

"No, it's not, it's embarrassing," Mom shook her head, "I'm sure you don't want to be seeing your mother's boobs."

Don't be too sure of that, I thought, and then added, stop that! Trying to shake those thoughts, I asked, "I thought Karen was coming over soon."

"She is, any minute now." Mom replied. "Why?"

"I thought you would be dressed to go out."

"Nah, Karen has to work later so she's," Mom gave me a sexy smile that made my cock twitch. "Just coming over for a little fun." I could feel my face flushing and she laughed. "You're blushing, aren't you cute!"

"That's a little too much information Mom."

Even as I spoke the thought occurred to me it was still light out. If they went upstairs right away and I slipped up there I would get to see a lot more than... my mind froze as Mom sat on the edge of the desk almost directly in front of me. I tried to pull my eyes away from the sight of her long legs dangling in front of me, but couldn't. A moment later my cock jumped again in my pants, when Mom lifted her right leg, crossing it over her knee. She had moved slowly and I found myself staring straight up her thigh. Just before her leg rested on her knee, I swear I saw the pink flesh between her legs. I swallowed hard and becoming aware of my cock beginning to swell, dropped my hand in my lap.

"I thought you were okay with me and Karen."

I paused before I answered as I watched her begin to swing her leg back and forth. She was so close to me her foot hit my bare leg beneath my shorts. I figured she would stop, but instead raised her leg slightly so next time her foot slid across my thigh.

"Umm," I took a deep breath to keep my voice steady. "I am, but you know, thinking about my mom having sex is, kind of gross." I lied.

"I'm gross?" Mom asked, reaching up and running her hand through her long black hair, which I noticed she had curled and teased out, giving her kind of a wild look. "You used to say I was pretty!"

"You're beautiful Mom." I told her, "Absolutely beautiful."

Mom gave me a huge smile and leaning forward she took my face in her hands.

"Thank you honey! I always loved hearing you say that." Leaning over further, so that her big brown eyes were looking into mine, she whispered, "Still do."

I started to reply, but stopped when she kissed me softly on the cheek. I felt my heart start to pound as instead of pulling her face back, Mom kissed me again just as softly. I started to turn my head, but stopped as she planted a third kiss and this one just to the side of my lips. This close to her I caught the faint smell of wine and wondered if she had a buzz. Mom's lips were still pressed to my cheek and unsure what to do, I lowered my head.

That was a mistake. As she leaned over Mom's robe had opened again and I was looking straight down at her tits. I could see everything including her nipples which were hard. Speaking of hard I could feel my cock throbbing in my pants and against my hand. Keeping that hand in my lap, I awkwardly hugged her with one arm and asked, "You okay Mom?"

"Yeah," she said softly in my ear. "Just sometimes I look at you and you look so much like your father."

Mom leaned back, mercifully removing her tits from my line of sight and smiled at me. "You're a good looking young man Kenny. No doubt about it."

"Thanks," I laughed nervously, "But you have to say that, you're my mom."

"I don't have to say anything honey," Mom said, "And I'm telling you with your dads blond hair and blue eyes and that smile, there's not a girl out there that could hold out for long."

I felt myself blush again, then gasped when Mom raised her legs and placing both of her bare feet on my thighs, leaned forward, again giving me a full view or her large round tits.

"Tell you what," she said softly, I know I wouldn't be able to resist you."

She was looking straight into my eyes and I became aware of her curling her toes into my legs and my aching cock straining for release in my shorts. What the hell was going on here? Mom had always been affectionate with me, always a little on the touchy side and more so than usual lately, but nothing like this. She also seemed to have been drinking more lately, maybe she was a loveable drunk. Anymore loveable though, and I'd have to get the hell out of there, before I went off in my pants. We both jumped at the sound of the doorbell and leaning over, Mom gave me another soft kiss, that had I not turned my head would have caught my lips.

"We'll talk later," she said quietly.

I sat there speechless as she stood up in front of me and had I not leaned back, her tits would have hit me in the face. I watched as she walked over to the front door, my eyes glued to the backs of her tanned thighs. Mom was swinging her hips more than usual and I began to wonder if I should go into the kitchen and dump out whatever wine was left. Maybe I'd even call Jeff and ask if I could crash at his place. It was tough enough to deal with my recent thoughts about Mom, but if she was going to act like this, it would be more than I could handle.

My attention was drawn to the door as Mom opened it and Karen entered. As soon as she walked in, I slid my chair forward so my lap would be under the desk, my raging hard on out of sight. Karen was a cocktail waitress at a bar downtown and was already dressed for work. Karen's uniform, consisted of a pair of black stockings with matching stiletto heels and a red skirt that was as short as Mom's robe. The top was a low cut and very tight red v-neck blouse and her long blond hair was down.

"Hey Nicole," She said, leaning forward to give Mom a kiss on the cheek, "I thought you were going to come to the club with..."

She was cut off, by Mom grabbing her face as she had done mine. Unlike me however, Mom didn't go for her cheek, but straight for her lips. Karen, who I noticed always made a point to be proper around me, started to pull back.

"Umm, Kenny is....hmmmm."

Ignoring her, Mom locked her full soft lips onto hers and kissed her hard. Speaking of hard, I was about ready to whip my cock out and beat it under the desk. I was sitting there watching my mother, whom was damn hot make out with a woman who was as equally attractive. I watched, transfixed as I saw Karen open her mouth and push her tongue out. Mom moaned softly causing another twitch in my pants, and made a show of playing her tongue across Karen's before shoving it in her mouth.

Mom's arms slid around her waist pulling Karen into her. No longer holding back, Karen wrapped her arms around Mom's neck, her hands running through Mom's long black hair. My mouth fell open as Mom's hands slid down and reaching under Karen's short skirt, not only gave her ass a squeeze, but lifted her skirt up just enough for me to see the cheeks of her ass. At that Karen did drop her hand down and grab Mom's wrist and push her skirt back down. Mom lifted her leg and began to rub her bare leg against Karen's stocking clad one.

As she raised her leg higher, her robe fell back and I saw her smooth leg all the way to the hip. I told myself to get up and leave before I exploded in my pants. With an effort, Karen pushed herself back and panting said, "Damn, baby, you must have missed me."

"It's been a few nights." Mom said softly, "And fuck the club, you and me are going upstairs and..."

"Hey easy." Karen, put her hands up and indicated me with a nod of her head.

"Oh please, Kenny's not a little kid are you honey?"

"Um," I was blushing furiously and saw Karen trying to hide a smile. "I..." I forced a laugh, "Jeez Mom get a room will you?"

Karen burst out laughing and pointing towards the staircase, said, "Lead the way baby."

Mom giggled and giving me another of those inappropriate seeming smiles headed for the stairs. Karen started to follow, but stopping for a second leaned over and whispered, "Sorry about that Kenny, I shouldn't have gotten carried away."

"Uh, no worries." I said quietly, trying not to gawk at her.

"Has she had a lot to drink tonight, because she's not usually like that?"

"I think maybe, yeah." I answered.

"She's seemed a little odd lately, you let me know if you think she needs some help okay?"

I nodded, and then watched her catch up with mom who was waiting at the foot of the stairs.

"Hey, you're not flirting with Kenny are you?" Mom called out.

"Of course not!" Karen laughed, "Just saying hello."

"Well I wouldn't blame you if you were," she giggled, "He is damn good looking."

"And he's your son," Karen replied, reaching her and taking her by the hand, began to lead her up the stairs. "So be nice."

"I will if he lets me!" Mom laughed again.

As I wondered again what the hell was wrong with her tonight I watched the two of them walk up the stairs. Despite how uncomfortable she had made me, I couldn't help but watch their legs as they reached the top. Karen disappeared around the corner, and just before Mom did, she reached back and flipped the back of her robe up, flashing her ass. As my mouth fell open, Mom looked over her shoulder and winked.

*****

I forced myself to stay at my desk for a few minutes. When I'd first heard Mom's bedroom door close, I told myself I would stay downstairs. I was already worked up and having inappropriate thoughts about my mother. I didn't need more motivation. My mind however, couldn't stop replaying Mom's actions, if she were anyone else I'd swear she was hitting on me. That was crazy. She had been drinking more lately and really missing my father. Maybe there was some misplaced affection there.

Within minutes of those thoughts, I'd sighed and wondered who was I kidding? There was no way, knowing what was going on up there that I wasn't going up to sneak a peek. I would watch, then as I had several times, go down to my room, jerk off a couple of times and go to sleep. I'd then promise myself I wouldn't do it again. Unable to stand it anymore, I got up and slipping my shoes off so I could be as quiet as possible, padded softly up the stairs. Reaching the stair case, I walked slowly past Mom's room. I'd just crossed the doorway, when I heard a loud moan from behind the door and had to force myself not to run the last few steps to the extra bedroom.

The door was open partway and after I slipped through, I quickly made my way into the bathroom. Feeling like a pervert, but not enough to stop myself, I crossed the bathroom and knelt down at the door that led to Mom's room. The doorknob, as it had been for awhile now, was missing and putting my eye to the hole I peered into her room. Mom's bed was length wise against the opposite wall giving me a full view of it, and what a view it was!

Karen was lying on her back, and Mom was kneeling over her, they were both naked and my eyes danced back and forth, taking in their tits. Karen's were smaller than mom's with rose colored nipples that were currently being teased by my mother's tongue. I watched, my cock already swollen, as Mom made a show of teasing the tip of her tongue around Karen's tit, tracing her nipple, before sucking it into her mouth. Karen moaned softly and reaching between them, started to play with Mom's tits, rolling her nipples between her fingers.

Mom switched to Karen's other tit and again took her time with her tongue. My gaze shifted down to look at Mom's ass pointed in the air, I only had a side view, but licked my lips at the smooth round curve of her cheeks. That well shaped ass began to move backwards and I looked back to see Mom was now sliding her tongue along Karen's stomach, working her way down towards her pussy. Karen sighed softly and opened her legs further. Mom worked her way between her legs and my heart started to race as I watched her start to lick the inside of Karen's thigh.