Elizabeth didn't say anything for the next few moments. She just continued to stroke his swelling cock, tracing along his veins with her nails and cupping his balls with her other hand.

"I saw you with Jan this morning," she said, continuing to play with his dick. "I saw him give you an orgasm. And I know that he's expecting a blowjob in return."

Billy started to say something, but before he could speak, Mom put two fingers across his lips, indicating that she just wanted him to listen.

She continued, "I'm not trying to be judgmental about this. I want you to do whatever makes you happy. I've always tried to make sure that you have the knowledge you need to make intelligent decisions. Right now, I think you're making one without fully understanding the options available to you."

Elizabeth paused to make sure that her son was fully grasping the situation and understood what she was saying.

She continued, "If you want, I can show you exactly what it's like to be with a woman. A real, mature woman, who knows what she's doing. I want you to forget that I'm your Mother and just think of me as a proper lady who desires you very much. Do you understand that?"

Billy nodded his head.

"Do you want me to go on?" she asked.

Billy nodded again.

With a wide smile on her face and a burning desire between her legs, Elizabeth sank to her knees and took her son's cock into her mouth.

Looking upwards, she saw Billy leaning back against the sofa with his eyes closed in bliss. She knew that as nice as Jan's handjob and mouth had felt that morning, it was nothing compared to this. The wetness of her mouth seemingly engulfed Billy's entire being. Her tongue seemed to be everywhere at once. Licking up under the crown, tickling the sensitive area beneath the balls, and massaging the sides of his dick, she was able to give her son a mind-numbing experience.

"Oh Mom," he moaned.

Being called 'mom' only reminded her that this was her son's cock in her mouth. She increased her rhythm, causing a more powerful reaction from Billy's erection. She could taste the saltiness of his pre-cum as it leaked from his hole. The same saltiness that Jan had tasted this morning. Now it belonged to her.

She gripped the base of his cock and pressed her fingers tight against the urethra, preventing him from cumming. She could feel the pressure against her fingers, she knew how badly he wanted to ejaculate.

"I have to cum so bad," he pleaded. "Please Mom, I want to cum."

Elizabeth continued to suck and stroke for another ten seconds. Then she released the pressure around the base of his dick, sending a stream of hot cum gushing into her mouth.

She intentionally slurped the white cream before letting it splash across her face. It dripped from her lips and down her chin. She reached out with her tongue and licked it from her lips. It was the best she had ever tasted. Then again, how could it not be? It had come from the fruit of her loins.

With her face still smeared with cum, Elizabeth moved upwards to her son's mouth and she pulled him closer. She kissed him, softly at first, allowing him to taste his cum on her lips. Her tongue then found its way within his mouth.

Reaching down, she could feel Billy's wet cock start to grow again. She didn't care if what she was doing was right or wrong, she only knew that this had to be finished.

She broke her son's embrace and stood up. She reached behind and undid the dress laces around her neck. Once undone, the top of the dress fell free, exposing her swollen breasts, held only in place by the satin black bra she had purchased earlier.

"I noticed you admiring these earlier," she said as she massaged the globes with her hands. "I thought you might like a better look."

"Oh yes," Billy said as he reached up and pressed his hands against the soft flesh.

Elizabeth allowed her son's fingers to slip beneath the thin material and brush against her hard nipples. She moaned softly as her son played with her brown nipples. When she pulled the fabric down, Billy bent forward and licked her breasts, planting kisses on each mound again and again.

She undid the hooks that held her top together, letting it fall freely, rewarding her son with his first unrestricted look at Mother's breasts, a sight she wondered if her son had ever dreamt about. When her nipples were being sucked, she was certain that this had been Billy's fantasy.

"Softly," Elizabeth whispered as she helped place the nipple in his mouth.

As his lips closed around her nipples and sucked, she felt the same sensations she had felt 18 years before when she had first breastfed him. In no time at all, she felt her panties wet with her own juices. She felt his teeth accidentally grate against her nipple a few times, but she made no attempt to correct him. That would come in the future, perhaps. Right now it was enough that he was enjoying himself.

"Are you ready to see my cunt?" she whispered in his ear, taking secret delight in using such dirty language.

He nodded shyly. "Yes, I'd love to see it."

Elizabeth leaned back on the edge of the sofa and spread her legs wide. She reached down and undid the two side strings that held the panty together. Then with a flounce, she pulled the cloth away, revealing her mound of delight along with her fiery pink entrance beneath.

Judging by the wide eyes of her son, she knew that this was Billy's first glimpse at a pussy. A pussy that he'd not only be able to see and touch, but to soon be inside of. Elizabeth smiled at the notion that her son would be returning to the tunnel of love where he had come out of - only now he was returning with a sexual purpose.

"I want you to kiss it," Elizabeth said. "I want you to lick my pussy and taste how sweet the juices can be. It's how a woman tastes."

Needing no further prompting, Elizabeth watched her son dive right in. Clumsily at first, she watched her son work and explore, putting the whole thing in his mouth like he tried to do with her nipples. Then she appreciated the fact that Billy was settling down, licking in a pattern, using his fingers to keep her pink pussy spread.

She wondered if Billy's skills came entirely from porn, or if he learned a thing or two from biology class. For Billy's first pussy, Elizabeth was impressed with how her son was doing.

When Billy's tongue went inside her pussy, she rewarded him with a taste of sweet womanly nectar. She moaned. The taste of her pussy was now in her son's mouth and she was certain that this would be unforgettable.

Elizabeth's cunt grew wetter with each passing moment. She guided Billy's fingers into her pussy and quickly showed him how to finger-fuck a woman. Between the tongue and fingers, she was as wet as could be. Her body cried out for his hard cock.

"Billy, I want you inside me now," she said. "I want to be your first woman. I want to show you what it's like. I want to make you a man."

She sat down on the couch with her legs spread wide. Spread for her son. Taking the bait, she watched Billy get up and straddle her. She watched Billy take his cock in hand and place it at the entrance of her hole, gently sliding it in. She was so lubricated that her son quickly filled her until his balls slapped against her ass. Her son reached down and took hold of each of her legs, feet in the air, as he had seen in the porn movie

It was heavenly and raw the way she was being fucked as hard as Billy could muster, releasing all his pent up desires.

"Oh god, yes!" Elizabeth cried out as she felt her son's cock fill her.

It felt so good. She reached behind him and grabbed his ass. Taking a firm grip, she added her own strength to his thrusts, taking him deeper inside her. She could sense that Billy was using all his energy to fuck her even harder and deeper. The walls of her pussy felt sensational as they wrapped around his cock.

Jan had to have been wrong; nothing could feel as good as this. If this was a battle over her son, Elizabeth was positive that she was winning by a longshot.

Sweat covered both of their bodies as they thrashed back and forth atop the couch. A few feet away, the porno movie continued unwatched, but matched in intensity by the two oblivious viewers.

Finally, Elizabeth felt her son's body begin to tense, signaling an imminent explosion. She grabbed him as hard as she could and pulled him as far within her as possible. Years of experience allowed her to hold off her own climax; she wanted them to reach simultaneous bliss.

As soon as she felt the shudder of his body, she relaxed and let it trigger the volcanic waves within her own body. Her pussy exploded as she felt the bursts of her son's cum filling her body, electrical charges radiated outward until they filled the core of her being. She smothered his face against her chest, allowing him to taste the sweat that covered her tits. Then as the tremors subsided within, she pulled his head up and kissed him.

Not the kiss of a Mother, but that of a Lover.


They laid there together and fell asleep naked in each other's arms. In the morning they took turns showering and quickly dressed. Over breakfast they discussed the night before. She wore a silk robe with nothing underneath since their relationship had already reached a deep level of intimacy.

While they ate, Elizabeth made her position clear. It was now up to Billy to make his own choice about himself and Jan. If he wanted to go and experiment with Jan, it was his decision alone. At least now, he had something to measure it against.

"I'm not going to ask you anymore," Elizabeth said as she drank coffee. "But no matter what you chose, I want you to know that I'll always love and support you."

"Thanks Mom," Billy said as he kissed her on the cheek and gave her a tight hug. "But I want to tell you what I've decided."

Elizabeth slowly put her coffee mug down and gave her son her undivided attention. After the hard kiss and hug from her son, her robe had opened slightly, revealing the center of her bare chest.

He stated, "I'm not going to do anything with Jan. I realize now that it would just be another form of masturbation. It might feel good, but without the emotional feelings that should go with it, it would feel empty in the end."

Elizabeth smiled. Her son was well on the way to becoming a man in more ways than she expected.

"Billy," she said, with her strongest motherly voice. "You can't expect what happened last night to be that easy with any girls you might date - at least not for a very long time. Young women usually need time."

"I know, Mom," Billy said, smiling. "But at least I know what the prize is at the end of the game. It makes it worth playing."

She patted his hand. "You're such a gentleman."

"I gave up a lot to raise my standards. Giving up my friendship with Jan is a big sacrifice, you know."

She pursed her lips. "Does that mean I owe you? After all, a healthy young man like yourself should be getting blowjobs regularly."

"Now that I think about it, that does make sense. I mean, there was a lot of anticipation and I'm sure Jan is upset with me. It's only fair that you help make up the difference."

"The things I'd do for my son."

Elizabeth parted her silk robe, exposing her breasts to her wide-eyed son. Her brown nipples were already rock hard from their conversation.

Lovingly, she sank to her knees, but not before taking another sip of coffee to help stimulate herself and raise her alertness to where it needed to be. This was important mom-business, after all.

Finally, she gave her son a blowjob he could only dream of. The kind Billy could only see in porn, or so he thought. Instead of seeing it on a porn film, Elizabeth gave her son the chance to experience it yet again.

When Billy announced that he was going to cum, Elizabeth reached towards the dining table for her cup of coffee. She always enjoyed the taste of extra cream. She stroked her son's cock with the head pointed inside of her mug and watched the natural white cream shoot into the blackness of the coffee.

Elizabeth sat down again, amused by her son's glazed eyes and heavy breathing. With her index finger, she swirled the coffee, mixing the black liquid with the white cum. Satisfied with the mixture, she brought the delicious drink to her mouth while her son watched her drink it.

The End

Inspired by the original story from AnnDouglas, made with her permission. She's one of my main erotica influences. Please follow her work.

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