My mother is 55 years old. I'm 35. I have never had any sexual thoughts about my mother. That's not the kind of relationship we have. She wanted to visit my sister down in Fla, so I agreed to drive her there. I knew the trip would take two days, so we would have to stay in a hotel one night. I didn't want to pay for two rooms so I asked mom if it was OK if we stayed in one room with two beds. She had no problem with that.

The day arrived. I picked mom up early in the morning and got started on the drive.

We just had small talk in the car, nothing important. The drive was pretty boring. I was glad when it became evening so I started looking for a hotel.

I found one for 39 dollars per night. The clerk asked me if I was alone or with someone. I asked why. He stated if it was two people it would cost 59 dollars instead of 39 dollars. I lied and told the clerk it was just me. I parked in front of the room. I opened the trunk and took out our two over night bags.

I ask mom if she needed anything else, she said no.

As soon as I entered the room I noticed there was only one bed. It was king size. I asked mom since it was a king size bed does she have any problems with sleeping together. Mom said no problem and walked into the room with her bag.

I turned the TV on and told mom to go ahead and use the bathroom first.

While she was in the bathroom I surfed the channels. I heard her turn on the shower.

For some reason, a naked picture of mom entered my mind. I don't know why, it just did. You see, mom is 55 years old, but I don't think she looks that old. She stands about five foot tall and only weighs about a hundred pounds. She has always kept good care of herself.

I heard mom turn the shower off. I went back to watching TV. It wasn't long before I heard the bathroom door open.

I looked over and saw she had put on her nightgown. It buttoned in the front and came down just below her knees. She told me the bathroom was all mine and walked over to her overnight bag sitting on the floor. She bent over and put the clothes she had been wearing in the bag. As she was bent over I noticed her ass. It was small and round. I could see she was wearing pants under her gown. She had taken off her bra. I saw her put it in her bag.

She turned around and asked me if I was going to take a shower. I answered sure and got up out of the chair. As I got up I look at the front of her gown. I expected to see low hanging tits, but was surprised to discover they weren't. I couldn't see anything but notice how they looked under her gown. Two of the top buttons were undone, but not enough to see anything. What am I thinking I thought to myself and cleared my mind.

I went into the bathroom and took my shower. Normally I sleep in the nude, but with being in the same bed with my mom I decided to put on my underwear.

Finished, I walked back into the room. Mom was already in bed with the covers pulled up. It felt hot in the room so I walked over to the AC. It was already on its coldest level, so there was noting else I could do. I told mom so she said we would just use the sheet.

I crawled into the bed and pulled the sheet up to my waist. I said good night to mom, reached over and turned the lamp off. To my surprise the room didn't get dark. The street light outside came though the curtains. I could see very clearly everything in the room. I turned to ask mom if it was Ok, and noticed she had already fallen asleep.

I closed my eyes and tried to sleep. I couldn't. It was way too light in the room.

After laying there for what seemed like hours, I turned my head and looked over at mom.

She had kicked the sheet down so the top of it was laying at her waist. She was sound asleep. I noticed her chest moving up and down. The naked picture of her came into my mind again. I don't know why this was happening. It has never occurred to me before to think about mom this way.

She was laying on her back. A thought came into my mind. I wanted to see her tits.

I looked at the gown where the two top buttons were undone. I could only barely see the top part of her tit. It wasn't enough.

I turned over on my side facing mom. I reached up and very carefully with my right hand started to undo the third button. It came undone easily. The problem was I still couldn't see anything. I reached over again and undid another button. I looked at the bottom of her gown and noticed there were five other buttons, buttoned., So I didn't think it would hurt to undo one more button. After I got my look, it would be easy to button them back up again so she would never know. I undid the fifth. Her gown was unbuttoned more than half way down.

I stopped and thought about what I was doing. What if I get caught. How would I explain her gown being unbuttoned half way.

Wanting to see her tits won out. I reached over a took hold of the top part of the gown. I started to raise it up so I could see. Her left tit came into my view. I thought it would be flat and old looking, but to my surprise, it was prefect. It had a round shape to it and the nipple was about a fourth inch long.

I looked up at moms face to make sure she was still asleep. She was. She hadn't moved an inch while I unbuttoned her gown.

I wanted to see the other one. I folded the side of the gown I had a hold of and laid it on the side exposing moms whole left tit. I reached over and started unfolding the other side.

I raised my head up so I could see better. I was now looking at both of her tits, fully exposed. These did not look like the tits of a 55 year old woman. They were round, full and looked firmed. I had to know.

I'm not sure how long I looked at them. I thought to myself. Do I dare touch one of them? Lust over whelmed common sense. I slowly lowered my right hand and laid it on top of her right tit. It was soft bet yet very firm. I started to apply pressure with my fingers. As I was cupping her bare tit, she started moving. I quickly removed my hand and turned over to my side with my back to her. I thought, Oh God Oh God, I got caught. What was she going to say. I waited.

After about a minute, nothing happened. I turned over on my other side facing mom again.

She had turned on her side with her back to me. I raised up and looked at her face. She was still sound asleep. I looked down and could see her left tit since that part of her gown laid open.

I laid back down facing my moms back. She looked good. She had an hour glass figure. The sheet had moved down farther and was resting at her hips.

I reached over and raised up on the sheet so I could see her ass. I thought her gown would be covering it up, but it had risen up and I could just make out the bottom of her panties. I lowered the sheet further until I removed it entirely.

I looked at moms legs. The had a nice shape to them. I rested my hand on her bare hip. I figured if this woke her up I could pretend to be sleep. She didn't wake up. I was surprised. I thought her legs would be hairy. After all Dad had died over twenty years ago, I mom never once dated. I could tell she shaved her legs. There were smooth and soft to the touch. I ran my hand up and down her thigh. I moved my hand up until I touched the bottom part of her panties. I thought she would be wearing old lady pants, but I could see part of her ass. I had to see more.

Since I had already removed the sheet, my only problem was the gown. I took a hold of the gown and raised it up toward her hips. It moved easily. I could now see her panties covering her ass. They were not granny pants. They were white and shinny. The top on her panties only reach half way up her ass. The sight was amazing. I put my hand back on her thigh and started moving my hand up. I moved up on her ass on top of her panties. My hand covered the whole side of her ass. I listened to moms breathing. Nothing had changed. I moved my fingers. She still slept.

I moved my hand up until the tip of my fingers were at her panties top. I had gone too far now to stop. I very slowly worked my fingers under the top of her panties. Slowly I moved my hand downwards until my hand covered her bare ass. My little finger had settled in her ass crack. I started moving it around. I could feel her ass hole. I moved my hand down farther. I could feel the bottom of her pussy lips. Her panties kept me from going deeper. I removed my hand and looked at her panties.

How can I get them pulled down without waking her. I stared at her ass trying to figure how a way. I decided I would just start pulling them down and see how far I could get. I figured I could get the top side down enough to see her bare ass.

I took my finger and thumb and took a hold of the top of her panties. I slowly started pulling the top side down. I got it down only half way and had to stop. Her panties were too tight and wouldn't come down any more. Then I got an idea.

I kept my right finger and thumb on the top of her panties. I took my other hand and slid it under her ass that was laying on the mattress. I just left it there waiting. I figured she would feel the pressure and raise up to relieve the pressure. It only took about three minutes and I could tell she was getting uncomfortable. I was ready with my plan. I was right. She raised up to relieve the pressure. As soon as I felt her raise her ass, I pulled down on her panties. My plan worked. They easily slid down. I now had her panties down below her ass. I waited. Nothing happened. She was still asleep.

I looked down. Damn! My mom has a nice naked little ass. It was smooth and in the light looked like a younger women's ass.

My dick was as hard as a rock. I'm sixty years old. This hasn't happened this strong for a long time. My dick was so hard it hurt, a good hurt, but it hurt. Also I haven't felt this horny in a long time. I thought about looking at my moms ass and jacking off, but then I got a better idea.

I reached over and started pulling my moms panties the rest of the way down. I wanted to see her without her panties. It was no trouble getting them all of the way off.

Still laying on my side facing mom, I raised up and took off my underwear. I grabbed a hold of my dick. It was as hard as its ever been. I felt like a horny teenager. I was acting like one too.

I moved closer to mom until my dick was almost touching her ass. I put the head of my dick on her ass. A shock wave went though my whole body. This was a good feeling, too good to stop now. I only intended to rub my dick up and down her ass crack until I cummed, and that's how it started. Mom was still asleep and she hadn't moved. By now pre cum was on the head of my dick. I lowered my body down further until I could see the head of my dick was at her pussy opening. Do I dare go further. Again, I was too far gone to stop now. What started out as just wanting to see her tits had now become finding a way to fuck her without waking her up.

I gently place the head of my dick on her pussy entrance. I almost came right then. The head of my dick with resting on my 55 year old mothers pussy. Before today I never had thoughts about doing this to my own mother.

I pushed at her opening. The head of my dick went in about an inch. Mom's pussy lips were now around the head of my dick. Mom hadn't move. I pushed a little harder. It wouldn't go in any further. She needs to be wet, I thought to myself. How do I get her wet. I pulled my dick out of her entrance. I tried to get my hand between her legs, but one laid on top of the other since she was still on her side. I took my hand and pushed on the back side of her top leg. It worked. Mom moved her leg down off the other leg and rested it on the mattress.

I returned my hand to moms pussy. I started moving my fingers around her pussy lips. It took about ten minutes before I felt her pussy juices start to make her wet. Finally I was able to put my middle finger inside. I slowly pushed my finger in her pussy until I couldn't get it in any further. I stopped and waited to see if mom was waking up. While I was waiting I thought I felt mom move her ass causing my finger to go deeper into her. I waited. Nothing, maybe I was wrong. I started moving my finger in and out of her pussy. Very slowly and very gently. Slowly she was getting wetter. I put another finger in her with no problem. I moved both finger in and out of her.. While doing this, again I thought I felt her move. I stopped and waited. It didn't take long. She moved her ass toward my fingers to make them go deeper into her. Then she stopped. I thought maybe that's just a reaction when someone has their fingers in a women's pussy while they are asleep.

I pulled my finger out and rubbed her pussy juice on the head of my dick.

I again positioned myself so the head of my dick was at her pussy entrance. I place the head of my dick on her entrance. I applied a little pressure and my dick slid in about an inch, just like before. I then pushed a little harder and slowly my dick went into her another inch. She was very tight. I bet since Dad died she hadn't been fucked. I pushed a little more causing half of my dick being buried in her pussy. It felt wonderful. There is nothing to match how it feels. Putting my dick into my own moms pussy. It was fitting like it was always suppose to be in there. I pushed again until I had my almost my whole dick buried in her pussy. I heard mom moan a little, but still she stayed asleep. I looked down and saw my dick in her pussy. Best thing I have ever seen.

I had to wait until my dick calmed down. If I moved it at all in this stage I knew without doubt I would blow my cum deep into moms pussy. I waited. While I was waiting I think I felt mom move her ass toward me. Again I wasn't sure. I knew she was still asleep or I would be trying to explain to mom why my dick is deep in her pussy.

I pulled my dick out almost all the way them slowly buried it deep back in moms pussy. Slowly just like my fingers, in and out, in and out. I couldn't believe just how good this felt. After doing her for about ten minutes I had another idea. I wanted to see her naked. Not just from the back, but her front.

I watched as I pull my dick out of her. It was the best thing I have ever seen.

I laid back down on my side looking at moms back side. Her entire ass was in my full view. Her gown was still just above her hips.

I needed to get her somehow on her back. How do I do this without waking her? I put my hand on her bare ass and pulled a little toward me. She moved some, but was still on her side. Then I got another idea.

I took a hold of her gown and pulled it toward me. Not enough to move her, just enough to make her in her sleep uncomfortable. I figured the pressure toward me long enough would make her lay on her back without waking up. I kept applying pressure. Nothing was happening. It had been about ten minutes and I was about to give up.

All at once mom turned and laid on her back. As she turned I notice her legs were spread out. Not enough to fuck her but more than they were when she was on her back the first time.

I looked at her tits. When she turned on her back both sides of her gown had fallen opened giving me again a full view of her tits. It was amazing how great her tits looked.

I lowered my head down, and then stuck out my tongue just enough to touch her nipple. I looked up at her face. Still asleep. I opened my mouth and put it on her tit. I could almost get the entire tit in my mouth. I started sucking on one tit as I fondled the other one. Her nipple kept getting harder and harder in my mouth. I raised up and looked at her tits. Both nipples were sticking out a good half inch or so. I wanted to see her naked. Four more buttons still kept her gown closed from her tits down.

I got up on my knees. Her legs weren't far enough apart to put both of my knees between them, so I put one knee between her legs and the other one on the outside of her leg. I now could look down and get a full view of her naked body as I unbuttoned the rest of her gown.

Her breathing was still deep so I knew she was still in a deep sleep. I reached down with both hands and undid another button. Then another button, another one. There was only one button left to undo before I could open her gown. I waited. I did not want to waste the moment. Finally I reach down and undid the last button. Her gown had a gap in the front about two inches wide. I could see her belly button. I looked down further and saw something that before today I would have said no way. My mom was shaved! I mean her pussy is as bald as bald could be. Why would an 55 year old woman shave her pussy. I know my mother was a clean freak. So the only thing I could figure was she thought it was cleaner. I have always loved bald pussy's. I ran my finger just above her pussy lips. There was no stubble. Her pussy was as smooth as a baby's ass.

I reached down and opened my moms gown. My mother was now totally naked and I was looking at her. This did not look like an 55 year old woman. Her belly was flat, her tits were firm and round. I have fucked worst. I knew now I had to fuck her. I had to put my dick in my mom's pussy.

I re-position myself so my face was right in from of her pussy. I slowly pushed against the inside of her legs. Mom opened her legs wider. Her legs were now open wide enough to move between them.

I moved between her legs and lowered my face close enough to lick her pussy lips. I licked her using my whole tongue. She tasted sweet. I stuck my tongue in her pussy and moved it around. As I was burying my tongue in her, I felt her move toward my face causing my tongue to go deeper. I swear I thought she raised her ass a little for me to get my face deeper in her pussy. I did see out of the corner of my eye mom spread her legs further apart. I raised up and looked at mom. Her eyes were closed and she appeared asleep. I watched her face. Nothing. By now I am convinced mom is not a light sleeper and I can do about any thing I want to, to her.

I lowered my head back down to moms pussy. I put my hands under both of her thighs. I slowly started raising her thighs. I changed position with my hands after I got her thighs up about a foot. Now my palms were on the back of both of her thighs. I pushed them up. I raised up and looked down at my mom. She was on her back, her arms down at her sides, her legs were wide apart with her knees in the air. She was in a fucking position. I grabbed my cell phone. I stood up on the bed and took pictures of my mom spread eagle out in front of me. I took about three pictures of her, then lowered my camera right in front of her pussy. You could see her legs spread out and that bald pussy in plain view. I took my other hand and spread her pussy lips. I took two of these pictures. Then I got an idea. I called my best friend. It was now early in the morning, but I knew he wouldn't care after I told and showed him something. He answered the phone. "Hell-o, What time is it. Hey Steve What's up. Billy, I thought you were in Fla." "Half way there I answered him. Steve, are you awake. Yea," he answered.

'I am getting ready to fuck my 55 year old mother." I waited.

"Yea right, I know your mom, no way. I sent the pictures to Steve.

"Oh my God was all he could say. But that doesn't prove you can fuck "her.

I realized he had a point. "Ok, Steve, watch this."

I got between my moms legs. I aimed the camera at my mom's bald pussy. I pressed video. I pointed my dick at her pussy entrance. I move in so the head and just the head of my dick was in mom. I pushed a little more dick into her, then stopped the video.

"How's that for proof? Steve watched the video. You lucky dog. How is "it?

"It's the best pussy I have ever had. Gotta go now, It's time to fuck "the shit out of my mom. Bye. I closed the camera and put it back on "the end table.

I looked up at mom so I could see her entire body. She must have moved when I put the cell phone back on the table. She had in her sleep raised both of her arms up so both of her hands were laying on the pillow. My mother is a sex goddess .I couldn't find any thing about her body I didn't like. Now it was time to fuck my mom. As I was looking at her body I slowly sank my dick back into her pussy. It didn't take long to get my whole dick in her, and by the way I do not have a little dick. Some women can't even take all of it in. My mother had no problem taking in my entire dick. After I buried my dick in her I looked down at her bald pussy. My dick buried in my mom's bald pussy was the greatest sight ever.

My hands were on each side of moms body. So there was no weight on her at all.

I started moving in and out of mom. Slowly I got faster and faster. By now I was fucking her deep, hard and fast. I thought, this has to wake her up. I looked at her face as I was deep fucking her. Her eyes were closed and she still looked like she was asleep. I looked at her lips. I think, but I'm not sure, I think I am seeing a small smile on her face as I am fucking her.

I felt my cum working up. I started cumming. As I cummed I kept buried deep in mom's pussy. While I was deep in her pussy cumming I think I felt her shaking. I think she was having an orgasm while sleeping. The walls of her pussy squeezed my dick. I felt her pussy milking all of the cum out of me. I've never felt a woman do that. It was like she had locked my dick in her and I wasn't getting out until she let go. This new feeling made me cum load after load. I cum so much some of my cum started leaking out of her pussy. I was still buried deep in her. Deeper than I have ever been in any woman. Her pussy kept milking me. The sucking power of her pussy was unbelievable. The walls of her pussy was squeezing my dick and at the same time, something in her pussy was still sucking my dick. Finally after about three minutes I felt her pussy relax. After emptying a shit load of cum in mom's pussy, I was able to pull out. I never in my entire life had a pussy suck on your dick so hard, that it was almost impossible to pull out. I rolled over on my side and looked at my fucked naked mom. Her pussy was still open at her lips from me just pulling out of her. I was exhausted and my dick was totally spent from being sucked dry. Her legs were still in the air and her gown open. As I was looking at her she lowered her legs down.

Is she wake. I whispered "Mom". No response. She just laid there with her legs open.

It was hard to believe she never woke up. Now I have a problem. Mom has my cum in her pussy, her panties are off and her gown is open. What am I going to do?

I got between her legs again and put my lips on her bald pussy. I started sucking out all of my cum that I could. I licked her until she was clean. All this time again she stayed asleep. While I was sucking her pussy I thought again I felt her move against my face. But I could be wrong. I found her panties and slowly put them on over her feet. I used both hands to pull them up. When I got to her ass I couldn't get them up any further. I tried to figure out what to do. I couldn't think of anything. I applied more pressure thinking her panties might slide over her ass. As I was trying to get her panties over her ass, I felt her raise up. As she raised up I was able to pull her panties over her ass. I buttoned up her gown, then rolled over on my back. I thought to myself. This was the greatest fuck I have ever had or will ever have. I fell asleep thinking about fucking my mom.

Morning came. I woke up before the alarm went off. I looked over at mom and seen she was just starting to wake up. She turned her head and simple looked at me and said, "Good morning, how did you sleep?"

"Fine, fine I answered. Mom got out of bed and looked down at me. Do "you want me to shower first?

"Sure, I answered looking at her. My eyes got wide when I looked at "her. Apparently when I buttoned up her gown I missed one causing the "buttons to be in the wrong holes.

Maybe she won't notice.

No luck. Mom looked down at the front of her gown then got a funny look on her face. She looked at me and said," I guess I will have to start making sure my gown is buttoned in the right holes, I guess anybody could make that mistake." She then walked into the bathroom.

I was looking forward to the drive home. Or better yet, the night we stay in a hotel. There are a lot more things I want to do to my mother.

I wonder if a sleeping woman can give you a blow-job.

Mother's point of view

I am an 55 year old mother of two children. My husband died over twenty years ago. I have been and still living on my own. I keep in shape and eat right. My daughter lives in Fla and my son lives about twenty minutes from my house. I wanted to visit my daughter in Fla, but didn't want to drive all the way down there by myself. I called my son and asked him if he could drive down with me. He's a retired police officer and has time on his hands.

He was hesitate. He's always been there for me so I knew all I had to do is wait. Finally he said he would drive down with me.

He picked me up at my house and we started our trip. I knew it was going to take two days, so we would have to spent one night in a hotel. We talked during the trip. Nothing important, just a lot of small talk.

It was getting around seven o'clock, so Billy my son said it was time to start looking for a hotel. He pulled into the parking lot and went in to get our room. We had agreed to save money we would get just one room with two beds. I waited in the car.

He came out, got in the car and drove to our room. He opened the trunk and we got our overnight bags out.

He unlocked the room and started to walk in. He stopped in the doorway and looked back at me. There's only one bed, he told me, a king size. I walked into the room and told him if he didn't mind sleeping with is old mother, that I don't have a problem with it.

He agreed.

As soon as we got in the room, Billy turned on the TV. He told me to going ahead and get my shower first.

My shower didn't last long. I put on my old nightgown that button up the front. I always preferred that because it made it easy to put on and take off.

I opened the bathroom door and walked over to my overnight bag that was sitting on the floor. I bent over and put my clothes and bra that I had been wearing in the bag.

I turned and looked at my son. I told him it was his turn to get his shower. He got up and walked into the bathroom and shut the door.

While he was in the shower I put some cream on parts of my body. I could hear the shower running so I knew it was safe to take my gown off. After I finished I buttoned it back up. I always leave the top two buttons undone. When I finished buttoning up, it didn't button right. I looked down and saw I missed a button hole, so I unbuttoned my gown again and this time made sure the buttons were in the right holes.

I pulled down the cover and sheet and started to get into bed. It was a little warn in the room so I just use the sheet. As I crawled into bed my nightgown slid up around my hips. It always did this so I never bother pulling it back down. I laid on my back and closed my eyes.

It wasn't long until I heard the bathroom door open. I turned my head. Billy came out just wearing his underwear. I looked at him. For a sixty year old man, he wasn't bad looking. He still had a fit body. For some reason and I don't know why I looked at the front of his underwear. There was a pretty big bulge. I hadn't seen his penis since he was a little boy. He hadn't noticed I was looking there. I thought to myself. Shame on you, he's your son, I shouldn't be looking there. I thought to myself I bet all mothers at one time or another thought about their grown son's penis and wondered how big it had gotten. By the looks of Billy's his got pretty big. I knew a 55 year old woman shouldn't be thinking that way. I haven't had any sex since his father died and that's been over twenty years. I cleared my thoughts. It was time to go to sleep. I've never had any problem getting and staying asleep. My husband used to tell me I sleep like I'm dead. I've always been hard to wake up.

I fell asleep. I didn't stay asleep very long. I opened my eyes and noticed it wasn't very dark in the hotel room. That must have been why I woke up. I closed my eyes and tried to get back to sleep. Before I fell asleep I felt something pull on my nightgown. I slowly started to open my eyes. I only got them just a little open when I seen what I thought was my sons hand trying to unbutton the top of my gown. I started to say something, but then stopped. I asked myself. "What is he doing?" I watched as he undone the button just below the two I had already left undone. He then drew his hand back. "Maybe he's asleep and didn't realize what he had done." I kept my eyes almost closed to see if something else was going to happen. His hand returned to my gown and he undone another button. I know I should have said something, but I was curious what he was doing. Surely he didn't want to see my old naked tits. I'm 55 years old. Who would want to see that. His hand moved down to the another button and he undid that one also. Now I was unbuttoned down to my belly button. What was he doing?

I watched his hand take a hold of the top of my gown and then he started to raise it up. I knew now my son was trying to see my tits. This is where I should have stopped him. I knew he thought I was asleep because of how slowly and carefully he raised the side of my gown. I don't know why I didn't stop him. I thought to myself, if he wants to see my tits I'll let him. What harm could that do. I figured he would take a look and then fall asleep.

He then laid open one side of my gown, then opened up the other side. Out of the corner of my almost closed eyes I could see him raise his head to get a better look. I realized both of my tits were now fully exposed to my son. He must of liked what he saw. He kept staring at them. He then laid back down on his side. He must be done, I thought to myself, but how is he going to explain to me in the morning why my gown is unbuttoned.

I closed my eyes. Before I could fall asleep I got another shock. I felt my son put his hand on my tit. I knew now I should stop this, and I started to say something. But I realized having his hand on my tit felt good. No man has even touched my tits in over twenty years. I knew it wasn't right, my son touching me this way.

I felt his fingers start pressing on my tit. I kept my eyes closed and enjoyed the feeling.

I surprised myself with these feelings. As his mother I should be putting a stop to this.

After about a minute I realized I shouldn't let this go on any further. It felt good, I mean really good, but I am his mother and mothers don't enjoy their son's hands on their tits. It was hard, but I started to move.

My son right away took his hand off my tit. I turned over on my side with my back to him. I thought to myself, "OK, that's over, it felt good. But now there's nothing else he can do. I still have my gown on and my panties. I closed my eyes and attempted to get to sleep."

I felt my son raise up on the bed and look at my face. He was closed enough to my face for me to feel his body heat. I think he was checking to see if I was asleep.

That's when I should have opened my eyes and pretend I was waking up.

I didn't do that. I'm not sure why. I had liked what he was going to me, again, I am his mother, mother's are not suppose to enjoy their son's hand on their tits. The problem was I was still real curious why Billy did this and down deep, real deep I think I wanted him to keep going. Common sense took over again. I reasoned to myself I am his mother and I know I shouldn't be thinking these things. I knew there was nothing else he could do since I was on my side and still wearing my gown.

I had noticed that my gown had rose up around my hips.

I felt air around my ass and I realized my son had raised the sheet. I felt him lower the sheet until it was no longer on me. I knew now because of where my gown had raised up he could see part of my ass and my panties. I realized it felt good, someone looking at my ass. It felt dirty and I started liking the feeling. I thought to myself, I didn't care by now that it was my son. He's a man and I was raised old school. A man needs sex more than a woman. My son needed to touch me, then that's OK because I love him and would do anything for him. I wished I could see his face. I kept my eyes closed and waited to see if he was going to do anything else. Part of me wanted him to stop and a bigger part of me wanted him to go further. It wasn't long until I got my wish. I felt him put his hand on my bare hip. His hand was gentle and warm. I liked how it felt. At this stage I made up my mind I wasn't going to do anything to stop him of anything he was or wanted to do, except fucking me. That was going too far. I doubted he wanted to fuck me anyway. I reasoned to myself, "who would want to fuck a 55 year old woman?"

His hand kept moving up and down on my thigh. Feelings I hadn't had in a very long time was coming back. I liked these feelings. I thought they were lost, but my son is proving you are never to old to enjoy someone touching you.

I felt my son raise my gown up. He started raising it higher. I realized he was raising my gown to get a better look at my ass. He stopped. The weight of me laying on my gown had stopped him. I knew though that he had raised it enough to see my entire panty covered ass.

I felt my son put his hand on my panties. His hand almost covered one side of my ass. I felt his hand start moving up to the top of my panties. I thought to myself. "Will he be brave enough to put his hand inside my panties?" I realized I wanted him to put his hand in my panties. I knew this was wrong, plus all I had to do was pretend I was waking up and he would stop.

I didn't have to wait long. I felt his fingers slide under my panties then slowly move on my bare skin. His whole hand was now inside my panties. It felt good. I controlled my breathing because I still wanted him to think I was asleep. If he thought I was waking up I was afraid he would stop what he was do, and I now realized I did not want him to stop.

I could feel his fingers in the crack of my ass. One of his fingers had just touched the lower part of my pussy lips. I wanted him to go further. I wanted to feel his fingers inside my pussy. I think he was thinking the same thing. He tried to go deeper but my panties got too tight around his hand and he could not go any further. I was disappointed when I felt him remove his hand from my ass. I wished there was something I could do to help him, but I couldn't for fear if he thought I was awake, he would stop. Plus, it was very sexy to me that my son thought he was doing these things to his mother without his mother knowing. I realized I was getting very horny and I did not want this to stop, so I wasn't going to do anything that would make him stop.

I felt him take a hold of the top of my panties and then he started removing them from my ass. I felt my panties on one side being pulled below my ass. Billy then stopped. I realized he wasn't able to get my panties off all the way because I was laying on one side of them. I wanted him to take my panties off. I wanted my son to see my bare ass. I wanted him to put his fingers in my pussy. I just didn't know how to help him without revealing I was really awake.

All of a sudden I felt him put his hand under my hip that was laying on the mattress. I realized what his plan was. If I feel the pressure in my sleep I would move to get rid of the pressure. Smart son I raised. Even though I wanted to move now so he could get my panties the rest of the way off, I waited. When I thought it was time, I slightly raised my ass from the mattress.

It was all Billy needed. As soon as I raised my ass, I felt Billy pull my panties the rest of the way down. My panties were now below my ass, resting on my thighs. In no time my son pulled my panties the rest of the way down and removed them entirely. I couldn't wait to see what he was going to do now. I really wanted him to put his fingers in my pussy. That's not fucking so that's OK for him to that to me.

I waited. I felt the bed move. My son was doing something, but I didn't know what.

I felt him lay down next to me. I felt something on my ass. I thought it was his fingers, but I realized it wasn't. I think I felt him touch my ass with his dick. He had taken his underwear off and I think he was going to try and fuck me. I panicked. My mind was racing. It was OK to touch me but fucking me…. I should stop this before it goes any further. I was about to turn over and tell my son that this is as far as he can go.

Right before I decided to turn over, I felt him shift his body lower. I felt pressure at the entrance to my pussy. I felt him apply a little more pressure. I felt my pussy lips open up, then I felt him slide into me. It wasn't much. I think just the head of his dick was in me. I really liked how it felt. I like it a lot. I decided with my pussy lips wrapped around the head of his dick, I did not want to stop him. My son wants to fuck me and I right then decided, I was not going to do anything to stop him. I wanted to feel his dick in my pussy. While thinking this, I think I moved my ass toward his dick. I didn't want to do this, not because I wanted him to fuck me, I didn't want him to stop trying to fuck me. I wanted and needed his dick. I have been too long without a dick. I don't care that it's my son's dick. All I knew now was I haven't been fucked in over twenty years and now I wanted to get fucked. I willed myself to keep my body still.

I felt Billy try to put his hands between my legs. I knew he wanted to get to my pussy, but I was afraid to move, fearing he would stop.

He took his dick away from my pussy. I could feel my pussy lips close up when he took the head of his dick out of me. I needed that dick. I want my son's dick to bury itself as deep as he can in my me. This was somehow going to happen. I was still on my side and I realized he couldn't get to my pussy because my legs were resting on each other. I decided I was going to chance it and move. Before I moved I felt Billy put his hand on the back of my thigh. It was what I needed. I let him push my leg down to the mattress. With my leg off of my other leg, I knew my pussy was exposed to my son.

I was horny but I did not feel wet. Maybe because I'm 55, but I was as horny as I have ever been. I needed Billy to fuck me and fuck me hard. I felt his fingers playing with my outer pussy lips. I haven't felt that in a long time. He kept moving his fingers up and down while making little circles. I started getting wet. I felt him slide his finger in my pussy.

After moving his finger inside me, I felt him put another finger in. With his two fingers buried deep in my pussy, he started wiggling his fingers around inside me. It felt so good my body before I could stop it move toward his fingers. I wanted him to go deeper. My pussy had come alive and it was hungry for more, much more. I needed fucked and I needed fucked now.

Billy must have been reading my thoughts. I felt him pull out his fingers.

I waited. I hoped the next thing I felt was his dick. I was horny and wet enough now for a good son fucking. I thought to myself.. Soon, I would feel my son's dick slide in my pussy. I wished I could turn over and look at my son and tell him. "Fuck mommy, Billy, fuck your mommy." I loved it when his dad was alive fucking me on my back, missionary style . Right now I didn't care how I was going to get fucked. I was going to let my son put his dick in me anyway he wanted to. This is going to happen. I am going to let my son fuck me. My thoughts excited me even more.

I felt my son move next to me. He was in the same position he was in when he tried to fuck me and couldn't get it in. I knew that was not going to happen now. My pussy is wet and I wanted his dick more than I have ever wanted any dick. It was even better that it was my son's dick that was going to fuck me.

I felt Billy put the head of his dick in my pussy entrance.

I felt Billy push. His dick slid in me with no problem. I felt the head of his dick spread my pussy lips. He was only in me about an inch, but I could tell he was big. Much bigger than his father. He pushed a little harder. I felt his dick slip deeper in me. It was spreading my pussy walls out like they have never been spread out before. Already my pussy was feeling full, but I felt he had more to go. I wasn't wrong.

His dick again started going deeper in me. It seemed like it kept going deeper and deeper until he bottomed out. I couldn't help myself. I let out a little moan. His huge dick was in me. I was filled up. I hadn't had this feeling for many years, too many years. My son's dick was now buried as deep into his mother as he could get.

I wanted to move my ass to get his dick even deeper. I wondered if his entire dick had fit in my pussy. I kept waiting for him to start fucking me. I wanted him to pull his dick out almost all the way, and then bury it back in my me.

All at once he started. I felt him pull his dick out then bury it back in me again. In and out he went. Each time he seemed to go deeper and deeper. I had to bite my tongue to keep from moaning out loud. I had never felt this much dick before. My son was a good motherfucker. This felt so good there is no way it's wrong. If I knew incest was this great I would have figured out a way to start fucking my son as soon as he started getting hardons. Billy kept fucking me for about ten minutes. I didn't want it to ever stop. I was enjoying the feeling of his dick moving in and out of me, over and over again. I don't know how he thought I was still asleep, but I wasn't going to let him know I was awake. There was no way I wanted him to stop fucking me by now. And to think, just ten or fifteen minutes ago I was thinking I wasn't going to let him fuck me.

All of a sudden I felt Billy stopped and pulled his dick out of me. I felt him lay back down on the bed.

Had he cummed? I didn't felt any cum. I hoped he wasn't done. I needed him to put his dick back in my pussy. I waited to see what he was going to do. I hoped this was not over. I still needed more of his big dick in me.

I felt Billy put his hand on my naked hip. He pulled my hip toward him. I couldn't figure out what he was doing. Then he took a hold of my gown. He pulled it toward him. I couldn't figure out what he was doing. He pulled again, so I moved just a little toward him. I kept feeling him pull on my gown and kept wondering why? Then it dawned on me. He wanted me on my back. He wasn't done. I think he wants to fuck me missionary style, my favorite position. I became even more excited. He wasn't done. He wanted to fuck me some more. I knew I couldn't turn over right away. I still had to let him think I was a sound sleeper. It was killing me to wait. I wanted that dick in me again. I wanted him to pound my pussy as hard as he could.

I couldn't wait any longer. I rolled over on my back. I kept my legs open some so it would be easier for him to get between them. When I rolled ever to my back, my gown fell open revealing again both of my tits. I have shaved my pussy all my life. It felt like when my husband fucked me, he was able to go deeper. Now my son was going to get to fuck my bald pussy just like his daddy used to.

As I lay on my back, with my tits exposed to my son, I waited to see what he wanted to do to me now. I didn't have to wait long.

I felt him lick my nipple. It made my nipples stand out like bullets. I felt my nipples get hard. I felt my son put his open mouth on my tit. He almost had my entire tit in his mouth. He started sucking on my it. I opened my eyes just a little so I could watch him. I know he wouldn't see them open since he was still busy sucking my tits. He was sucking one tit as he was fondling the other one. I felt an orgasm deep within my pussy.

My son was so busy on my tits that he didn't notice me tense up from my orgasm. I watched him rise up and look down at my body. Four more buttons were still holding my gown together. My nipple felt cool in the air because it was wet from Billy sucking on it.

My son move one knee between my legs and the other one on the outside of my leg.

I wished my legs were spread wide enough for him to get between them. I wanted to spread them out more , but was afraid to because he would think I had woke up. There was no way I was going to do anything that would stop him from fucking me in my favorite position.

I watched him reach down with both hands and slowly undo a button. Then he reached down and undid two more. Only one button held my gown together now. Soon I would be completely naked before my sons eyes. This thought excited me even more.

Finally Billy undid the last button. There was nothing fastened now to hold my gown together. All he had to do was unfold each side to make me totally naked in front of him.

I willed him to open my gown. I wanted my son to see his mother naked before him.

He didn't open my gown. I was puzzled. I took a chance and opened my eyes a little more. What I saw pleased me very much and made me even hotter. He was staring at my bald pussy. I bet he was surprise I still shave it. I could see a little smile on his face as he stared at my pussy. I was getting hotter by the minute. I saw him reach down and touch it just above my pussy lips. He rubbed his finger back and fore across my where I shave all of my hair off. I could hardly stand it. Watching my son fondle me made me even hotter than I was. I looked up a little and for the first time I could see his dick. It was huge. I mean long and fat. I have never seen a man's dick that was so large. It was pointing straight up. It was the kind of dick all women wanted to fuck at least once in their life' It was the size that even if a happily married woman seen it, she would have to figure out a way to get my son to fuck her.

What really excited me even more was than soon he was going to try and put all of his massive dick in my pussy. I am not a big woman. I only weigh about 100 pounds. I knew I could take it all in me. I now know there was no way my son was getting out of this bed before he fucked me. It amazed me how he had got it in me the first time when I was on my side. I didn't think all of it was in me then and I was right. If I felt full before when he fucked me on my side, think how good I am going to get fucked when he can bury all of it in me. If all goes right and he doesn't stop I was going to get that big huge dick back in my pussy again.

Billy reached up and unfold one side of my gown. Then he reach over to the other side and opened it. I was now totally naked and exposed to my son's eyes. I watched him look at my body. I could tell he like what he saw even though I was 55 years old. I"m glad I took care of myself. Finally, all the hard work keeping fit was paying off.

My legs weren't still spread out wide enough to get fucked. I knew this and I hope my son realized this. He did. I felt him put his hand under each one of my thighs. He slowly started pushing my legs apart. After he got my legs spread wider for him I thought he would get busy fucking me. He didn't. He wasn't done yet. . I was wide apart, but I knew I could spread my legs even more. Maybe my son thought he had spread them as far as he could. I wanted to spread them even wider for my son to make it easy to fuck me. I couldn't do that because he would see me spread my legs further and maybe stop, thinking I was waking up. I was going to get fucked by my son missionary style and I wasn't willing to take the chance spreading my legs out more for him.

My son moved between my legs. His dick ready. I couldn't wait to be fuck again.

I waited for my son to guide his dick in my me. He didn't.

What was he doing? I raised my head just a little and looked though my half closed eyes. I watched my son start to lower himself down toward my pussy. I realized he was going to eat me out. I smiled. I know he wasn't looking at my face. So it was safe to watch him.

I felt his body heat before he started using his tongue. Then it happened. I felt his tongue go inside my pussy. He was licking me and sucking me at the same time. I almost fainted from the feeling. Involuntary I felt my ass move up just a little so he could really dig his tongue deeper into me. It worked, I felt his tongue go even deeper in me. I needed to spread my legs even more so he could really get in there. I decided to take a chance. As he was eating me out I spread my legs a little wider. I have always been very flexible. Even at 55 I was able to spread my legs almost all the way out flat. I felt Billy stop eating me out and start to raise up his head. I quickly closed my eyes still pretending to be asleep. After about 30 seconds I felt his hand on the back of my thighs.

I opened my eyes and watched my son move my thighs in the air so my knees were pushed up.

He stopped and took a long look at my naked body and my position. I knew I could spread my legs even further, but he didn't. I didn't want to take the chance again of him checking me out to see if I was still asleep, so I waited looking at him though half closed eyes.

My son reached over on the end table and grabbed his cell phone. While he was picking up his phone, I spread my legs even wider. I was now spread about as wide as I could get. My knees were almost touching the mattress as I spread them out further. I hoped my son wouldn't notice how far my legs were now spread out for him. My legs were spread out so far now I felt my pussy lips open up a little.

He didn't, I watched him take pictures of me with his cell phone. This excited me even more knowing my son wanted pictures. I had never had a picture taken of me being naked. I saw Billy move the camera closed to my pussy. I felt him move my pussy lips apart and take more pictures. It made me feel dirty, but a good kind of dirty.

I watched him dial someone and wondered who and why would he be calling now. I wanted fucked and he playing with his cell phone.

I realized he called Steve his best friend. I knew Steve all my life. He was like a second son to me.

I heard my son say. "Guess what? I am going to fuck my mom."

When I heard my son say that I had another organism. I hoped he wouldn't notice.

I couldn't hear what Steve was sayings. Then I heard my son say, "OK Steve watch this"

I watched my son get between my legs. I felt the head of his dick at my entrance. I realized Billy was sending a video of him fucking his mother. Billy moved his dick about half way in then stopped. I heard Billy tell Steve Bye. I was so hot by now I felt like my pussy was trying to suck my sons dick deeper in me. I felt his dick come out of me as he reached over and put the cell phone back on the end table. As he was putting his cell phone down I raised both of my arms so the back of my hands rested on my pillow. There was no way I could open myself up any more for my son. I was totally opening to him and ready for him to do anything he wanted to do to his mother. I don't think he noticed my arms up. I had my eyes closed in case he was looking at them. I hoped he liked what he saw.

My son put his hands on each side of my body. I realized he was doing this so none of his body weight rested on mine. He wasn't taking any chances until he got his dick back in me. I felt the head hit my pussy a little high. Billy re-aimed and I felt his dick slid in. He kept going this time. He didn't stop. He buried his dick all the way in me.

I had to take a chance and open my eyes. I wanted to see my son's dick buried in my pussy. I could tell his eyes were closed, enjoying this moment. It gave me the chance to look down and see his dick buried in me. I Looked. It was the grandest sight I have ever seen. His massive dick was buried all the way in. I could see the top of my bald pussy.Some of his public hair was touching my pussy where I shaved. This proved to me I was taking all of my son's huge dick in my pussy. It filled me up and again pushed against the outer walls of my pussy. I was more than ready to get fucked. I decided if he didn't start fucking me right now, I was going to start fucking him. I didn't care if he knew I was awake. If he tried to pull out I would wrap my legs around his back and keep him deep in my pussy. It wasn't necessary. Billy started fucking me.

He started slow, but pushed his dick deep in me. With every thrust he kept going deeper and deeper in me with that big dick of his. I have never had a man go so deep in my pussy. I wanted to put my hands on his ass and pull him deeper in me. I knew I couldn't but I realized it wasn't necessary. He started going faster. Even when he increased his speed he always keep going deep. I felt the full range of his huge dick. Apparently he forgot about waking me up as he started pounding deep over and over in my pussy. I had never felt anything like this before. I looked at him and saw he was pounding me as fast and as deep as he could.

I felt my pussy start to do something it hadn't done for a very long time. Years ago, this happened once, but only once. It had never happened since, until now. My pussy started sucking on 'Billy's dick. As I was having orgasm after orgasm. The walls around my pussy closed up and was trying to squeeze all of the cum out of my son. Billy started cumming in me. He kept cumming. My pussy was still sucking his dick. It was like it had a mind of its own. I felt my third or fourth orgasm; I'd lost count, My next orgasm was starting down in my toes and started working up my body. This was going to be the biggest orgasm I have ever had. My son's big dick deep in me, and my pussy sucking him dry. It hit me, all I could do was bite on my tongue to keep from yelling out. I had orgasm after orgasm. Nothing is ever going to beat this. My son fucking me so good I almost started to faint. I knew he could feel my pussy sucking his dick dry and I wondered what he was thinking.

He quit moving with his dick still buried deep in me. He was enjoying my pussy sucking the last of his cum out of his dick. His whole body was tense from the feeling he was getting.

After about a minute and after my pussy stopped sucking his dick I felt him slowly pull out of me. My head was still on my pillow so I was able to open my eyes a little and look at my son as he slowly pull his dick out of me. It was still big, but it no longer pointed upward.. I smiled to myself. " My son just give me the best fucking I have ever had. And even with him thinking I was asleep during all of this, I know I have given my son the best fuck he has ever had. He's is going to be thinking about fucking his mother every time he puts his dick in someone else for the rest of his life. He rolled over on his side of the bed. I smiled to myself again knowing I have just given my son, the best fuck he's ever had. I would have like to look at his face, but I kept my eyes closed still pretending I was asleep. If he still believes I was asleep all this time, He sure must think I am a very deep sleeper. I could feel some of his cum leaking out of my pussy. It felt like my pussy was full of cum. With a dick as big as my son's, I knew there was a lot of cum in me. It felt good having cum in me again. I even felt better when I thought about it being my son's cum in me. I wondered now how he was going to explain to his mom in the morning, why she was naked and cum was leaking out of her 55 year old pussy.

My legs were still spread wide with my knees up in the air. I lowered my legs, but still left them wide apart. It was around 5 Am in the morning and I knew he wouldn't have time to fuck me again. I wished there was time because I didn't get fucked in my ass or was I able to suck on his dick. There has to be a way on the return trip to do that again with him thinking I am asleep. I don't want my son to think I am a old slut.

I heard him say, "Mom, are you awake?"

I didn't move. I kept my eyes closed. I was still thinking about the best fucking I had ever had, and it made it even better knowing it was my son that just fucked my brains out.

I wonder how I should react in the morning when I pretended to wake up and realize I was naked.

My son rolled back over and put his face between my pussy. He started sucking out all the cum he had shot into me. He was sucking so hard that it started getting me hot again. I rose up just a little so get his face even deeper so he could suck my pussy dry.

After he finished sucking me dry he licked the rest of my pussy clean.

Well I thought, he took care of that part of the problem.

I felt him ease my panties over my feet and then he started working them up to my ass. Once he got to my ass he had to stop. Without me raising up there was no way he could get my panties over my ass. I took a chance, I raised my ass a little just so he could slip my panties over my ass. It worked. He pulled them up and made sure they were in place.

I thought to myself, if I had really been asleep during my being fucked, I wouldn't know it since he is getting rid of the evidence. He always was a good cop.

Last he buttoned up my gown and pulled the sheet half way up. He cleaned up his crime scene and left no evidence that he ever fucked me. I bet he was every proud of himself. He fucked his mother and didn't get caught.

I heard him fall asleep. I raised up and looked at my son. He had a smile on his face and he looked relaxed, very relaxed.

I laid down and caught what little sleep I could before the alarm went off.

It seemed like no time had past when I heard the alarm.

We both woke up. I said good morning to my son. I asked him if he slept well.

Stated he did. He was looking at me and I noticed his eyes got very wide. I looked down and saw that my gown had been buttoned up wrong.

I look at my son and told him " I guess I should be more careful when I button up my gown, I smile at him and said," I guess anyone can make that mistake.

I couldn't wait for the trip back home. I wondered if this was going to happen again. If I had anything to do with it. I was going to make sure my son fucked me again.

Son's point of view

It seemed like my mom and I had been visiting my sister forever. We had only been there for five days. In two more days, mom and I would start out trip back home. I couldn't wait.

All the while being here at my sister's house I keep thinking about when I fucked my mother on the way down. I started out just wanting to see what her tits looked like, but that wasn't enough. It's a good thing my mom is a sound sleeper.

My mom is fifty five years old. She doesn't look a day over forty five. A good looking forty five.

All the time visiting my sister, all I could do was replay in my mind fucking mom. She was the best piece of ass I have ever had. A few times while down here I wanted to sneak in her room while she was sleep and fuck her again. I didn't want to push my luck.

She was every tired when we stayed in the hotel from the drive. I figured because of being that tired, that's why she never woke up. It might not be the same here. I can't wait until we stop at a hotel again. I'll make sure we get a room with only one bed again.

I'd like to get a blow job. I checked the net The research showed if a guy just put his dick in their mouth, they would start sucking on it and never wake up as long as he didn't try to ram it in her. This was good news.

While down here mom hasn't acted any different toward me. She doesn't realize she got fucked by her son.

One night after her shower she put on the same nightgown she wore in the hotel room. I kept picturing in my head, me unbuttoning her gown then looking at her naked body.

As I was thinking about her gown, mom stood in front of me and asked if all of the buttons were buttoned right. It was strange her asking me that. I looked at the front of her gown and told her it was.

She then said to me, "I like this gown because it is so easy to unbutton it. The top two buttons were undone. As mom told me this she unbuttoned third button, to show me how easy it was. I felt my dick start to get hard.

Mom said good night to me and my sister Kay and went to bed.

After she left the room my sister asked," What was that all about"?

I must have got a surprise look on my face, because when she looked at me she said,

"What aren't you telling me, Billy?

"I don't know what you mean.

"Don't give me that, I know when something is up.

I never could lie to my sister. All the time we grew up together, I never got away with lying to her. I wondered to myself what she would do if I told her I fucked our mother.

We have always told each other everything. We'd always been close.

"Come on Billy, tell me. By the look on your face, this information is "going to be good..

"I can't tell you sis, really. If I told you I really don't know how "you would act.

She smiled, " Then there is nothing I don't know. Come on. Spit it out. Don't worry, no matter what it is, I won't think bad of you."

" OK, you better get ready for this one.' Her eyes got real wide. She " wasn't even blinking. Five days ago, I fucked our mother.Her jaw " dropped opened.

" You're kidding? I don't believe you. If you had fucked mom, she " would have told me by now."

She can't tell you because she was asleep the whole time I fucked her." She doesn't know my dick was ever in her."

" She would have to know. No woman can sleep though someone fucking " them. They would wake up."

" Not if the guy was careful, and I was very careful."

"What did you do?

I told my sister how it all started by just wanting to see mom's tits. I told her it all started when I unbuttoned her gown.

" No way.She said. "Wait a minute.Sis got up and left the room.

About five minute, I heard my sister call out my name from her bedroom.

"Billy, would you come in here a second?'

I got up out of the chair and walked down the hallway toward her bedroom. The door was closed so I knocked on it.

"Come in, I heard Kay say.

I opened the door and started to walk in. I noticed she had the bedroom light turned down low, just like I told her about the light in the hotel room.

I looked to my right. My sister was lying on one side of the bed. She had changed clothes and now was wearing a short nightgown that buttoned up the front. I noticed right away the two top buttons were undone just like moms in the hotel room.

"What are you doing?, I asked her.

"There is no way mom could have been asleep while you undone her gown "and fucked her. I am going to prove it.

"What do you mean?

"I want you to do to me what you did to mom. I want you to do it in "the same order. I don't want you to leave nothing out. Its how I can "prove mom wasn't asleep.

"It isn't the same me showing you what I did.

" I don't want you to show it to me, I want you to do it to me."

"Everything? I asked.

"Everything, even the way you were dressed. Think about this Billy. If "mom was awake pretending she was asleep she let you fuck her. Her own "son. I have to know. Maybe she did sleep though it. The only way to "know for sure is for you to do to me everything you did you her, I "mean everything.

"Think about what you're saying sis. I fucked our mom. To prove if she "was asleep or not I would have to fuck you also.

"I don't have a problem with that, Kay answered. It fact it's the only "way to prove it. Look at it this way, all you are going to be doing "is fucking a younger mom. Me and mom have the same build. The only "different is I'm twenty five years younger. Sis rose up on her bed. "Don't you like what you see.

I did. Sis was small like mom. She weighed the same as mom. She had the same build.

The more I though about it the more sense it made. If mom had pretended to be asleep, it would be that much easier to fuck her again on the return trip.

"OK, I got to know

I left my sisters bedroom. I went in the room I was using. I found the same underwear and put them on.

When I opened my sister's bedroom door, I saw she was lying on her back in her bed.

I took the cover off sis and just pulled up the sheet. I crawled in her bed and lay down next to her.

"Ok, sis this is how it happened. Mom was lying on the bed just like "you are. I reached over…

"Wait, stop. Don't tell me what you did. Do exactly to me what you did "to our mother. If I think what you are doing would wake her up, I'll "stop you. Then we will know she was faking.

I understood now "Sis, You don't think it can happen so you're sure we won't get to the fucking stage of this test.? Right?'

"Right, she answered, I know I'm safe, because I know you will have to "do something to me that would have waked mom up.

"Then the test is over, right, I said with disappointment in my voice.

"Right, by you knowing this, I know you will be real careful just like "you were with mom, so you can try to fuck me. Sorry Bro. Makes it "real, doesn't it?

"Yea I answered thinking the minute I try to touch her tit, the test "in over.

"Are you ready, I asked Kay.

"Ready she answered. I watched her close her eyes.

I looked over at my sister. I turned my body side ways. Slowly and very gently I unbuttoned the first button. She didn't move. I reach down and undid another button. Still nothing. When I unbuttoned the third button, I had my sister's gown unbuttoned to just right above her belly button. So far so good. I realized if I can pull this off, I am going to get to at least see my sister's tits.

I slowly raised her gown up until I could see her left tit. It looked like moms, but was shape more perfect. I folded the top over. I reached over and folded over the other side of her gown. I raised my head. I could see both of my sister's tits. My God she had perfect tits. They were perfect. A younger version of moms.

The moment of truth. It was time to touch my sister's tit. Well I thought to myself, at least I will get a quick feel of her tit. I raised my hand over her tit and very slowly cup her whole tit. I waited . Nothing. I started fondling her tit. This was great. My sister was still pretending to be asleep.

After about two minutes I told sis that was when mom rolled over on her side. Sis without saying a word rolled over on her side. I rose up on the sheet. I pulled it off sis. I looked at her. Her gown was lower that moms had been. So I told her how mom's gown was. Without saying anything again she raised her gown up to her hip. I could just see the bottom part of her panties. They were white and shinny, just like moms. I ran my hand up and down my sister's bare leg. She didn't move.

I took a hold of her gown and raised it above her hips. Like mom, I could now see her entire panties covered ass. My sister had a great ass. My ran my hand from her leg up to her ass. My hand was now resting on my sister's ass over her panties.

I knew my next move would probable end this test. I moved my hand slowly up her ass until my finger tips was at the top of her panties. Slowly I slid my finger under her underwear. My hand was now resting on my sister's bare ass. Like mom's ass my fingers felt the crack of her ass. My little finger bushed against her ass hole. I move my hand lower until I could feel my little finger on her pussy lips. Her panties stopped me from going further. I pulled my hand out.

I took a hold of my sister's panties and started pulling them down. I only got one side down. The other side was trapped under her ass. My plan worked before, so I did the same thing. I put my other hand under Kay's ass and waited. Just like mom she raised her ass enough for me to pull her panties down below her ass. I carefully removed her panties. Still Kay has showed me no reaction. Maybe she has fallen asleep .

I took off my underwear and positioned myself right at my sister's ass. I figure this is going to be when she jumps out of bed.

I slowly moved the head of my dick at Kay's entrance. The head of my dick touch her pussy lips. No reaction, I was surprised. I'm beginning to think mom was asleep. I pushed the head in a little. It went in easily. I stopped. Unlike mom, my sister's pussy was already wet. I pushed in further. About half of my dick was in her. She was even tighter that mom. I felt my sister move her ass toward me. It made my dick go deeper into her. Unlike mom I could feel her moving her ass to get my dick deeper in her. I didn't care. I was going to fuck my baby sister. I pushed in her more. I heard Kay moan. I bottomed out on sis. I couldn't" get my dick in as deep as I had it in mom. I still had maybe around three inches to go. I could feel the head of my dick hitting the back wall of her pussy. I pulled out, and then pushed my dick back in her. Unlike mom every time I thrusted into her, she pushed her ass up to meet me. I was fucking my sister and she was fucking me back. I started pounding her as hard as I could. I could feel her pushing against me every time I pounded into her. She was meeting every thrust into her. I started pulling out of her. She broke her silence and said," What are you doing?"

I told her this was the time I laid mom on her back, opened up her gown the rest of the way, ate her out, then fucked the shit out of her.

Kay quickly sat up and reached down and started unbuttoning her gown. "What are you doing? That's not how it happened."

"Kay looked up at me. Fuck the test. I want you to stick your cock "back in me and fuck the shit out of me. She looked down. I can't "believe how it is. It's the biggest cock I have ever seen. I want all "of it in me. My husband's dick is not even half the size of yours. I "didn't know what I was missing until you stuck it in me.

Sis finished unbuttoning her gown and took it off. She reached down and pulled her panties off, then threw them on the floor. I looked at her pussy. It was shaved just like mom's was. I reached over and cupped her pussy in my hand.

My sister laid back on the bed. "Fuck the fondling Billy; I want that cock in me now. All of it, I don't care how you do it but I better see all of it buried in my cunt." She spread her legs wide and raised her knees. She was ready. I moved between her legs and guided the head of my dick in her. I pushed in. I watch my dick sink deeper into my sister. I looked up and sis was staring wide eye at my dick.

"More, she said, more. I want more of it in me. I looked and saw I "have about three or four inches left to go. I pushed in hard. My "sister started shaking. I watched her as she had her orgasm. While "she was having her orgasm, I felt her pussy walls open up even more. "I pushed in harder. Two more inches went in her. I felt my dick hit "the back wall of her cunt. I can't get any more of it in, I told her.

Oh, God, she kept saying over and over again. Fuck if you can't. I want all of it. Fuck me brother; fuck me as hard as you want to. Drive it in hard and force the rest of it in me! I pulled out almost all the way, and then slammed my dick back into her; she started to scream from another orgasm. She gripped a pillow and put it in front of her face. I started pushing in and out of her as fast and as hard as I could. Each time I sank into her I felt my dick keep going deeper. I was pumping her cunt hard. As hard as I could. She was still screaming, but she kept the pillow over her mouth so she wouldn't wake up mom. I looked down as I plump back into her. I saw my dick sink all the way in her.

"It's all in I told her. She pulled the pillow away from her face and "looked at my dick.

"Fuck, don't talk, fuck me. Fuck me harder. Throw that cock of yours "against the back of my cunt. I can feel you hitting the back of my "cunt. Pound it brother, fuck the shit out of me. Fuck my brains out "like you fucked mom's brains out..

I used all of my muscles fucking my sister. I have never drove so hard in a woman pussy. My sister was fucking me back as hard as she could. She really wanted all of me cock in her. More important I wasn't afraid of hurting her. I drove in her over and over again.

I felt my orgasm start. I shot load after load of cum in her. She gabbed me ass on both sides and pulled me deeper into her. I was pounding her so hard I thought I would drive my dick all the way though her. I didn't think I had that much cum in me after all the cum I shot in my mom.

After empting my load I pulled out and lay down next to her. She was still trying to catch her breath. Oh my God Billy, I didn't know what it was like to get fucked until now. I'm never going to be the same. You're even bigger than my fake dick I use when my husband is on a trip.

"Are you sure you were able to get your whole cock in mom? You're much "bigger than most men.

"Yea, she took it all, and it didn't even wake her up.

She turned her head and said. Even if you fucked mom half as hard as you just fucked me, there is no way she could sleep though it. No woman could sleep with your cock in them. I never in my life have had more than one orgasm at a time, I don't even know how many I had when you were fucking me.

Kay rolled over toward me. "God, Billy why you didn't tell me this the first day you came here.?"

"Why?

"We could have been fucking all of this time. Now I only have two more "days for you to fuck me. Are you really going to fuck mom again when "you drive her back home.

"Yea, if she lets me.

"Don't worry about that, mom is going to fuck you alright; .There is "no way she would want to miss out on that cock of yours. That is if "she knows you fucked her. I don't know how any woman could have you "fuck them without screaming or moaning out of her head. She would "have to have a lot of control. But think about this Billy. Either "way, on your drive back, you get to fuck her. If she was asleep, "she'd be asleep again when you do her. If she pretends to sleep, that "means she wants you to fuck her again, so you see you get to fuck her "no matter what.

Sis looked down at my dick. She reached out a got a hold of it. "Look,: she said I can barely get my fingers around it. Looks like I have to get it ready for another fuck. She lowered head head and started sucking on my dick. She was right, it didn't take long.

Finally the day came when it was time to take my mom home. For the past two days my sister and I fucked each other every chance we got. It seemed like my sister just couldn't get enough of me.

I think her husband is in for a surprise when he fucks her again. My sister told me before we left that she knew her pussy is a lot bigger. She laughed, we fuck so many times and so hard, I know my husband is

going to wonder why my cunt is so loose. God Billy, He'll rattle around in there, with his little dick, I don't even think he'll touch the walls of my cunt.

Sis and I were standing by my car. We were waiting for Mom to come out.

"If you don't come back soon, I'll have to come to you. You, brother "aren't done fucking me yet. Remember what I told you about Mom. If "she is that hard to wake up, then you get to fuck her again. This is "the good part. If she pretends she is asleep, she wants you to fuck "her again. You can't lose. Watch closed this time. If she is "pretending she'll want to watch you as much as you can. Even if you "know for sure she is faking sleep, don't let her know you know. She'd "probably stop you…. or start fucking you back. But I don't think "you should take that chance.

Mom came out of the house and started walking toward us. My sister gave me a sisterly hug. While her head was closed to my ear I heard her whisper ,"I'm going to miss you. Don't wait too long to fuck me. I love you."

She let go of me and hugged our mother. She whispered something in mom's ear, but I couldn't hear what she said. After hugging mom, my sister handed something in a small bag to her. Mom looked at it, then put it in her purse it must have been good, judging from mom's face. I got in the car and turned on the engine. Mom got in, looked at me and said," I'm ready for you now." I turned and looked at her face. She was looking straight ahead waiting for me to back out of the driveway. I though to myself," Did she mean she was ready for the drive? If so that was a strange way of saying it."

Mom was wearing a skirt this time. It came down to about six inches above her knees. I even noticed she had hose on. They made her legs really look good. It was a very loose fitting skirt, so I knew she was comfortable. We talked. It wasn't anything important. Just mother and son talk.

After about four hours we were all talked out. I looked over at mom and could tell she was fighting sleep. In no she was asleep. Nothing else happened for the next two hours .I been staring down the road and didn't pay any attention to mom. I looked over at her and she was still asleep. She had been moving around some and her moving around had raised her skirt higher. I looked down at her hose covered thigh. Her skirt had ridden up enough that I could see the top of her hose. It was darker. She wasn't wearing panties hose, she was wearing hose with a garter belt. I didn't think much about that. Because of her age she's probably been wearing hose like this all of her life. I looked over at her skirt again. I imagined what I thought she looked like with nothing on but the hose with the garter belt. The thought make my dick start to get hard. Mom had laid the back of her seat all the way back. She was almost laying down.

Her legs were just a little apart. She moved again. It caused her skirt to raised even further. I now could see the top of both of her hose. I could see the front straps of her garter belt holding her hose up. Her skirt had risen high enough I could see bare skin on each thigh. The front of her skirt was a good two inches above the top of her hose. I looked between her legs to see if I could see her panties. I almost could. Her skirt wouldn't have to ride up on her legs much more. It was still making me horny looking at my mother with her skirt up like it was. Even for an fifty fivet year old woman, this was a very sexy look. It's amazing I didn't drive off the road, because I was staring at mom's legs so much. It was hard to take my eyes off her. I always like fucking women while they were wearing garter belts. I heard mom move. I looked over at her as she stretched out. When she raised her arms above her head, it caused her skirt to ride up higher. I looked down. While stretching I could see her white panties she had on under her garter belt. It was making my dick very hard. When she lowered her hands to her side, her skirt came down a little but I could still see just of hint of her white panties.

Mom hadn't looked down yet. She saw I was looking down. She lowered her head."Oh my," she said. "I guess I been giving my son a little show," She looked up at me and smiled. What struck me as odd, was, when she seen her skirt up so high I could see even her panties, she hasn't rushed pulling it back down. She then spread her legs wide enough on the floor of the car to raised her hips up. You know, the way women do when fucking. Not until then did she get a hold of her skirt and adjusted it. When she sat back town, her skirt was still higher than it was when we first started the drive. It was still high enough I could just make out the darker top part of her hose. I wondered if she realizes she left her skirt up that high. " Are we stopping at a hotel soon?" she asked me. "I am getting very tired. Once I get in the bed, I'll sleep like the dead. Do you think you will be able to sleep? You need something to relax you.? "I looked at mom and she was looking at me, smiling. " As far as I am concerned you're not stopping soon enough" Mom now was looking out of the windshield.

I thought to myself. "Is mom giving me little hints she knows I fucked her. If she is, by saying I needed something to relax me, I think she just gave me permission to fuck her.

Or am I just reading into everything because seeing her raised skirt and thinking about trying to fuck her again., has made me horny as hell "I started looking for a hotel.

It didn't take long to find one. I told the clerk I wanted one room with one bed.

I pulled the car over by the room. I ran around and opened mom's door for her. When she stepped one leg out, her skirt was still so high I saw her pantie covered pussy. When she stood up that was the first time in a long time her skirt came down to her knees.

She followed me to our room. I unlocked the door and walked it. Mom followed. She put down her bag then looked at the one bed. "I like this room'" was all she said. This got me thinking again. She wasn't surprised there was again only one bed. She didn't even ask me if they had a room with two beds. She just looked at the bed and said. "Nice room." It seemed to me she expected one bed. I think the only way she could expect one bed was knowing I fucked her on the way down, and I was going to try and fuck her on our trip back. But, again I could be reading into this because am I am soon going to try to fuck my mother again

Mom walked over to the window curtain and started closing it. I noticed she left the curtain about sex inches apart. There was an outside light right outside our window. I figured when I turn the off lights off, the room would have a nice soft glow to it, plus it would be light enough to see everything. Did she want light coming in the room? This puzzled me also. I need to stop thinking so hard. All of this could mean nothing.

As mom sat down on the edge of the bed. She crossed her legs causing her skirt to ride up. It was half way up on her thighs. Again I could just see a hint of the top of her hose. "I bet you're really tired after today's long drive. I know I am. I will probably go into such a deep sleep tonight, that nothing short of an explosion would wake me up."

There it is again I thought to myself. For all I know she don't know I already fucked her and she flirting with me because she has decided she wants me to fuck her. I just don't know.

"Plus, Billy it would have to be a really big explosion to wake me up "tonight. If I am still sleeping and you are awake before me in the "morning, you will probably have to get rough with me a lot to get me "to wake up. So don't be afraid to get rough with me at all.

Ok, I'm not imagining things. My mother just indirectly told me she wants it rough tonight when I fuck her. What else could that mean?

"I probably shouldn't be telling you this, she giggled 'Your father "more than once would have sex with me while I was asleep. He'd tell "me in the morning. He also said no matter what he did to me, I never "woke up. And believe me Billy; he did everything to me that he could "think of. Does that shock you?

"Yea I was wondering what made you bring that up?

"Oh, I don't know, since we started this trip, I really feel very "close to you .Its like something has happening to draw us closer "together. Do you feel this way too?

Yea mom, I do.

"I just hope we stay this close together.

"We will mom, you can be sure of that.

"I think it's time one of us gets a shower. Do you want to go first?

"No, you go, I'll watch some TV.

I watched mother get off the bed and walk over to her overnight bag. I notice she took that little bag my sister gave her this morning right before we left. I turned the TV on.

Mom came back out of the bathroom. Her shirt was pulled out of her skirt and the whole front was unbuttoning. I couldn't see much, her shirt was only open about two or three inches. I could tell she had on a white bra. I acted like I didn't notice her shirt open.

She had to know it was. Interesting.

She stood in front of me and told me the bath room fan won't work, so she'll have to leave the bathroom door half open. With that said she turned around and headed back to the bathroom.

I looked up in the mirror at the foot of the bed and noticed I had a clear view of the bathroom I could see part of the shower and the entire sink. I didn't think anything about it until I saw mom walk over and stand in front of the sink. She still had all of her clothes on. I watched her as she took off her jewelry. She then got a hold of her shirt and took it off. I could very clearly see my mom in her skirt and bra. I couldn't turn my eyes away.

Next she reached behind her back and undid her skirt. It fell to the floor. She stepped out of it and kicked it behind her.

Oh God, my mother was in full view wearing only her bra, underwear and garter. She still has her hose on. She hadn't even removed her shoes yet. The were black with about two inch heels. She stood in front of the sink. I watched her raise both arms up and undo her hair. Her hair fell to just below her shoulders. She was taking her time at the sink. She then reached behind her and unhooked her bra. She let it fall to the floor. I could clearly see her tits. I was surprised. They didn't sag. They stood up like some twenty year old.

She then bent over and started undoing her garter belts. They were four of them. She rolled her hose off her legs very slowly. She then turned the garter around to the front of her and undid it. It fell to the floor. Mom was wearing the same kind of while little panties that she was the first time I fucked her. Finally I watched her take her panties off. She was now completely naked. I looked at her naked thinking," soon, very soon, I am going to fuck her." She disappeared into the shower. I turned around and walk over to the window. Maybe the curtains wouldn't go completely shut, that's why she left them open. I shut the curtains all the way. That wasn't why she left them open. I opened them back up again leaving the gap so the light could get in.

Mom's shower didn't last long. By the time she walked over to the sink, she already had her nightgown on. It was the same nightgown.

I was a little disappointed she didn't walk in front of the sink naked. I thought to myself," Don't worry I will see her naked tonight."

By the time mom walked out of the bathroom it was dark outside. "Your turn," she said as she sat on the bed exactly the same place I was sitting when I could see her in the mirror. I got my stuff and started walking toward the bathroom.

"Don't forget to leave the door half open. You don't want your mirror "all steamed up.

I opened the bath room door half way. Mom was still sitting on the bed where she could see me clearly. She has to know she can see me?

I walked over to the mirror. I still had me clothes on. I took off my shirt first, than I took off my pants. I had already removed my shoes and socks, /so I was just standing there with my underwear on. Time for the show. I took off my underwear. If mom was looking she could see me totally naked. My dick had a half hard on. It wasn't standing straight up, but it wasn't hanging down either.

I stayed in front of the mirror shaving and bushing my teeth. I know now if she was looking she got a good look at my dick. I walked over and took my shower.

After I was done, I put on my underwear and walked back into the room.

Mom had already turned the lights off. She was laying in the bed with just the sheet on her. Her eyes were closed. It looked like she was asleep. Maybe I've been imagining all of this. Maybe it's just me and mom really was asleep when I fucked her. I thought to myself. "I'm not going to take any chances of waking her up. Maybe she really doesn't know I fucked her. After all I cleaned up all of the evidence from the first time. I looked at mom. It looked like she was in a deep sleep. I crawled in bed next to her.

I didn't want to waste any time. I took the sheet off of her. I turned on my side and started unbuttoning her gown. As soon as I got it unbuttoned I open up both sides. There are those wonderful tits again. I think they just looked so good to me, because they were my mom's tits. Mom was fully exposed to me now. I slowly turned my head and started looking down to see mom's panties. Her legs were part about six inches. When I looked at the front of her panties I noticed these were smaller that her other ones.

Tha'st when I got my surprise. I kept looking at her panties. Has mom put on these panties for a reason or are they just pants she liked to wear.

It was going to be very easy taking mom's panties off. Her panties had little strings on each side holding them together. The strings were tied in little bows. I carefully pulled on one of the strings. It came undone easily. I reached only and untied the other bow. Now all I had to do was open the front of it. I folded the front of her panties down. There it was, mom's bald pussy. I put my face right in front of her pussy. It smelled sweet. I ran my tongue from the middle of her pussy lips to where she shaves.

Even with my tongue I couldn't feel any stubble. I looked up at mom's face. She looked sound asleep. I reached in on each side of her thighs and started spreading them wide. It shocked me how far my mom can spread her legs out. I placed my hands under the back of her knees and raised them up. I watch her knees slowly move downward toward the mattress. Her knees touched the mattress. That's how flexible she is. I got up on my knees and looked at mom. What a site. Mom naked in front of me and she doesn't even know it. I went down on her and started sucking on her pussy. It was already wet. I could easily slide three fingers in her. I buried them all the way in her. I kept moving them in and out of her. She really seemed wet. My head was near one of her tits so I lowered my head then started sucking her tit. This time I sucked on it as hard as I could it seemed like her whole tit filled my mouth. I looked up at her and noticed her head was turned to the side. It rested right at the edge of the mattress. This gave me an idea.

I got off of the bed and walked around to wear mom's face was. I remember what I read on the net about sleeping women giving guys a blow job and never knowing it. As long as you didn't try to bury your dick in her mouth. I stool in front of mom's face. The bed sit up high enough so mom's face was even with my dick. I sure hoped net was right.

I took a hold of my dick and put the head on mom's lips. I stood there. Nothing happened. I applied a little pressure while siding my dick back and forth over her lips.

It worked I felt mom open her mouth. I slid my dick in. It was only in about two inches. I didn't move. Just looking down and seeing my dick in mom's mouth was amazing to look at. Nothing was happening. Maybe the net was wrong. All of a sudden I felt mom close her lips around my dick. I was starting to feel her sucking it, just a little. I waited. The sucking started getting stronger I looked down. Mom was still asleep. The sucking increased. Mom was sucking so hard that it drew more of my dick in her.. I couldn't help myself I started moving my dick in and out of her mouth just a little. I am mouth fucking my mother. I couldn't believe. I wished she was awake. But then again if she woke up now she would freak out. I had to fight the erge to grip her head and push her deeper on my dick. After about five more minutes I pulled out of her mouth. Her lips made a snacking down.

I crawled back on the bed and looked at mom. I again place my hands on both sides of her. I used my ass to guide my dick into her. As I slowly started sinking in her It felt as incredible as the first time. I looked down and saw my entire dick in her. I stopped to enjoy the feeling. I had plenty of room between her legs. It still amazed me how far apart she could get her legs. Even with her knees pushed up, they still almost laid flat on the mattress. I started moving in and out of her, slowly at first but I still kept burying my dick all the way in her every time I lunged in her.

While fucking her I had a thought. I pulled out of her and got off the bed. I walked over and took my camera out of my bag. I knew the camera video could record up to one hour. I put the camera on the TV. The TV was at the foot of the bed, but still over to the side. At this angle I could see mom at an angle. I hit the video button.

I crawled back on the bed and wasted no time putting my dick back in her. Since her face was turned toward the camera, anyone I show this to with know for sure I fucked my mom. I smiled at the camera. I started pumping in and out of her. I kept building up my speed. I was fucking her as hard as I could. At the same time on the downward stoke I drove my dick as deep as possible in her. I was fucking her so fast and deep, there was no way I could go faster or fuck her deeper. She was right when she told me nothing could wake her up. It didn't take long to blow my load in her. I pumped buckets of cum in her. It was the tensest orgasm I have ever had. I had been fucking mom so hard, that she had moved up on the bed a good six inches. I stayed in her until I started going soft.

I walked over to the camera, took it off the TV and carried it over to mom. I placed the camera between her legs and recorded my cum leaking out of her. Then I backed up and recorded her laying there all spread out.

I knew how to get rid of the evidence. I again suck the cum out of her then licked her clean. I looked around and finally found those little panties. I was able to roll mom just a little on her side to get the back of them on her ass. It was real hard using my fingers to tie the little bows again. She was still laying on her gown, so it was no problem getting it back on her and buttoned up. This time I made sure the buttons were in the right place. I stood back and took a good look. I smiled. She'll never know she was fucked.

I laid down and tried to get some sleep. I still had a long drive torrow. I fell asleep.

I dreamed mom was sucking on my dick. She wasn't asleep this time. She was on her knees on the bed. She had pulled my pants down and was busy giving me a blow job.

I opened my eyes and realized it wasn't a dream. Mom was sucking me off. She wasn't asleep. She had my dick in one hand and was burying move than half of in her mouth. This is the first time I have ever been so deep throated.

I took a chance. At first I thought she was sucking me off, because I was asleep and wouldn't know it. No way.

" Mom" I said, "that feels wonderful." She stopped sucking me. Then took my dick out of her mouth. "Billy, please don't think badly of me, I couldn't help myself." "So you were awake during all of this time.

"Are you kidding, how could anyone sleep though the fucking you gave "me.

" Why all of a sudden do you want me to know you were awake.?

" Now that you know and still want me, I can fuck you back. I don't " know how hard it was for me to not move my ass."

"I want get on top of you, and ride your dick hard. mom stood up and "started taking off her nightgown. She untied the little panties. I "watched them fall to the floor. She started to crawl on the bed. I "was still laying on my back with my dick pointing straight in the "air.

I put my hand up." Could you do me a favor?

"Anything

"Would you put on your garter belt and hose.

Mom jumped out of the bed and ran into the bathroom. It didn't take her long at all to come back out. She stood by the bed. "How's this?" There she was awake in her white garter belt, hose and high eels. It made my dick even harder. Mom took my camera and handed to me.

"Maybe you would want to show this to your friends also

I aimed the camera. Just before I took the picture, Mom raised her hands and put them in her hair, then stuck out her hip. I almost cumed right then. I took the picture and put the camera on the night stand. I hit the record button again knowing it would take a side view of us.

Mom jumped on the bed with her knees. "Ready to fuck mommy, Billy?"

She stood up and place a leg on each side of me. She started lowering herself. She first put her hands on my shoulders. She lowered her ass until my dick was right at the entrance.

Without any warning, she slammed her pussy down on my dick. She buried it all the way. As soon as she hit bottom she raised up again and slammed it down again. She liked fucking me hard. It didn't take me long to cum.

Mom's Side of the Story

I walked out of the house. Billy was saying goodbye to his sister. I hugged my daughter. She gave me a small bag. I looked inside. I looked like a pair of panties. "Now why in the world would she buy me panties. I put the bag in my purse.

I got in the car, looked at Billy and said," I'm ready for you now." Billy had a confused look on his face. I was feeling horny. I couldn't help myself. Soon, very soon, when we stopped I was going to get fucked again by my son. I wanted to make sure I made him horny on the drive. I could do this without giving myself away that I was fully awake the first time Billy fucked me. I wore a skirt this time on purpose. If I would have known what was going to happen on the way down, I would have wore a skirt then also.

This is going to be an interesting drive.

After about four hours I stated to act like I was getting sleepy. I laid the seat down all the way and closed my eyes. If I opened them just a little, I could see if my son was looking at me or not.

When he wasn't looking, I reached down and raised my skirt just enough so he could see the beginning part of my hose, I had put on hose and garter belt for this drive. If I do what I want to do, I'm going to make my son as horny as hell. I figured the hornier he is, the harder he will fuck me at the hotel.

And I really wanted fucked hard. I think my son woke up a monster in me. It didn't take him long to see my skirt had "accidentally" rose up. He couldn't take his eyes off my legs.

Finally he turn back to watch the road. Every once in awhile he would look at my legs.

I waited until he turned away, and then raised my skirt even more. Now when he looked down, he could see the top of my hose and the garter belt hooks on them. My skirt was about two inches above the top of my hose. So when my son looked at me again, he would the entire top of my hose along with the garter belt. My skirt was now two inches above my hose showing bare skin.

I could tell by his face when he looked down again, he loved what he saw. He couldn't get enough of staring at me legs.

Tired of this game I pretended to start to wake up. I sketched knowing what would happen. As I raised my hands above my head my skirt rode up so far that Billy could see my white panties also to the top of my garter belt. I took my time sketching. I wanted him to get a good look. When I lowered my hands my skirt had come down little, but was still high enough on my thighs, that Billy could still see the bottom of my white panties. It made me feel hot that I acted like I didn't know my skirt was up so high. I was looking at me son's face. He was wide eyes and couldn't take his eyes off me.

I didn't want to make it obvious that I knew my skirt had ridden up. I looked down and said. "Oh, my, I guess I've been giving my son a little show…" Saying that I raised my hips up from the seat. I slowly pulled my skirt down. Not too far down, just enough so he wouldn't expect I was teasing him. He could just see the top of my hose.

Playing with Billy this way has made me hornier. There wasn't anything I could do to him in the car. I looked quickly at the front of his pants. I smiled. It had the effect I was looking for. He needed relief. Based on the trip down, I don't think he would go in the hotel bathroom and jack off.

To get my son to stop as soon as possible. I told him, I wanted to stop soon. I looked at him and told him, he needed something to relax him. He got a funny look on his face but didn't say anything.

He pulled into the parking lot of a hotel. He went in to get us a room. I could tell by how many cars were in the parking lot that there were plenty of rooms vacant, which meant there were plenty of rooms with two beds. I smiled to myself. If he wants to have as good as time tonight as he did the first time with me, the room will only have one bed.

He walked in the room first. When I walked in I saw right away there was only one bed. I knew for sure now, he was going to fuck me again. I just wanted to make sure he really gives it to me hard.

I didn't make any comment about the room having one bed. I guess my son would think I thought there were only rooms left with one bed, or I didn't care there was only one.

I walked over to the open curtains. I closed them, but not all the way. I left them open about six inches. That way when we turned the room lights off, the room would still be light enough to see everything.

I walked over and sat on the edge of the bed. I made sure that when I crossed my legs, my skirt rose higher enough for him to just see the beginning of the top of my hose. I acted like I didn't know my shirt rose so high. I wanted to make sure my son thought I was a hard sleeper. I wanted him to think, nothing could wake me up. But I didn't want to be so obvious that he knew for sure I was hinting to him that I wanted rough sex. I needed him to some how believe that once I fell asleep, it was almost impossible to wake me up. He had to believe it without suspecting why I was telling him this.

I told him the drive made me very tired. I told my son that it would take an explosion to wake me up. I saw his reaction. He was listening but I don't think what I just said sank into him yet. I still don't think he suspected I was trying to tell him I wanted fucked tonight and I wasn't going to stop him no matter what he did.

I told him it would have to be a really big explosion to wake me up. I wanted it rough and hard tonight. Then I had an idea how to tell him without giving myself away.

I told him," Billy if I'm still asleep when you wake up, you will have to get rough with me to get me awake. So don't be afraid to get rough with me." I think that sunk in to him. I could tell he was thinking something.

I decided on pushing my luck. Trying to look a little shy, I said. "Bill I probably shouldn't be tell you this, your father has had sex with me more than once while I was asleep. I never woke up. He'd tell me in the morning all the things he did to me. I never knew, not once did I ever wake up while he was having sex with me."

Billy had a surprised look on his face. "Does that shock you?' I asked him.

He asked me why did I bring that up. I had to think real fast. I hope I haven't pushed this too far. "Oh, I don't know," I told him. "This trip has made me feel very closed to you. It's like something has happened to bring us closer together." He said he felt that was too.

"Good, I thought, I don't think I've pushed this to far. I feel I've "convinced him, it would be next to impossible to wake me up. I don't "think I could say anything else without just coming out and saying, "Billy I want you to fuck me tonight while I am sleeping.

I got up from the bad and walked over to my overnight bag. I remembered to take the little bag my daughter gave me. I already looked and seem what was in the bag. I just thought it was a little strange my daughter giving me this. Maybe she had one and like it so much, she thought I would like it. I knew it would come in real handy tonight. At least I hoped so.

I walked into the bathroom. As I was shutting the door, I noticed if you left the door open half way, you could see in the bathroom. If you stood in front of the sink you could see everything. If I just leave it open, he'd wonder why. Then I thought of something. I pulled my shirt out of my skirt and unbuttoned it all the way. It gaped open about two inches, sexy, he could think I was unaware that it was open. I walked back out of the bathroom. Billy was watching TV. I looked up at me. I knew he noticed my shirt open.

"Billy, the bathroom fan doesn't work, so I'm going to leave the "bathroom door open half way so it won't steam up. I turned around and "headed back to the bathroom. I made so the door was open just right.

"I bet he won't watch TV doing this. Knowing what Billy could see by "looking in the mirror by the bed, and I know for sure he seen it, I "showed my show. If he hadn't realized it yet he would when I walked "in his view.

I walked over to the sink. I took off my jewelry first. Then I took off my shirt and let it fall to the floor. I reached around and unzipped my skirt. It fell to the floor; I kicked it away from my feet. I wanted him to see I was still wearing my shoes with the heels. I knew with the light on he had a very clear view of me. I reached up and undid my hair. I let my hair fall down to my shoulders. I hoped Billy likes what he's seeing. I reached around and unhooked my bra. I let it fall away from my tits. I rubbed them like it felt good to have my bra off. I then reached down and unhooked my garter belts. I slowly rolled each stocking down my legs. All that was left was my panties.

I removed my panties. Except for my shoes I was totally naked in front of my son. If this didn't get him to try and do me tonight, nothing will. I turned and got in the shower. I dressed out of view from Billy. I walked out of the bathroom and told him it was his turn. While he was walking to the bathroom I told him not to forget about leaving the bathroom door open. This wouldn't make him suspect I knew he could see me. For all he knows I didn't know you could see in the bathroom. I sat on the bed where Billy was. I did this knowing Billy knew I could see him in the bathroom. It's still innocence. Billy may think I didn't know this until I sat down. Now what mother would watch her naked son? It natural in this case to look. So Billy would know I can see him, but not suspect I planned all of this. I didn't have to wait long.

Billy walked over in front of the mirror and started taking his clothes off. Now I knew for sure he was doing this in front of the sink because he knew I could see him. There was plenty of room in the bathroom to take your clothes off without standing in front of the mirror. After he took off his clothes it was the first time I really got a good look at his dick. It was definitely bigger than his dad was. I watched it move around when he brushed his teeth.

Finished he turned and took his shower. I took this time to get ready for him. I layed on my back. I pulled my nightgown up just to where you could almost see my panties. I kicked the blanket off the bed so only the sheet was on me. I pulled the sheet up to just above my hips. OK, I figured when he gave out of the bathroom and seen I was already asleep he wouldn't waste any time getting me ready for another good fucking. The light in the room was just right. He could see everything easily. I had an awful thought. What if he doesn't come out and fuck me. What if he just crawls in bed and goes to sleep? I smiled to myself. With my skirt being up, panties and garter belt exposed, and standing naked in the bathroom, there is no way an thirty five year old man is not going to try and fuck me. I knew I had nothing to worry about. He started this the first night we stayed in the hotel. This is something I wanted very much. I heard the bathroom door open. I closed my eyes.

As soon as he got in bed, he pulled the sheet off me. He wasn't wasting any time. I felt him reached for my buttons. It didn't take him long to unbutton my gown. I thought he was going to suck on my tits again, but nothing happened. I carefully opened my eye just a little. He was looking at my panties. I know since they were so small they barely covered my pussy. By the look on his face he found my surprise. Or maybe I should say his sister's surprise. This was what was in the little bag. I thought it was strange, she giving me them, but she was always buying sexy things for herself, so maybe it was just a present. Billy wasn't going to have to worry about how to get my panties off tonight. All he had to do was untie a bow on each side. I felt one side being untied, then the other side. He raised the front flap and lowered it between my legs. I was totally exposed to my son again. He then licked me. I felt him put his tongue on my pussy lips, then lick me all the way up where I shaved. I made sure I shaved real closed.

My son took a hold of both of my legs and started spreading them out. He spread them out wider this time. I guess he realized I was fixable and it wouldn't wake me up. He ate me out for only about 2 or 3 minutes. Then he put his fingers in me, it felt like three and started moving them around. I became even wetting that I was. At the same time he started sucking on my tits. He started sucking much harder than the first time. I felt my whole tit slid into his mouth. He was sucking me so hard I thought a nipple would pop right off. I loved it. I had to turn my head to the side. I didn't want him to see how much I was loving this. All of a sudden he stopped. I felt him get of the bed. I wondered what he was doing.

I felt something push against my lips. I couldn't figure what it was, then it dawn on me. It was my son's dick. He was trying to get it in my mouth. I guess I really did convince him it was impossible to wake me up. I didn't open my mouth. A sleeping woman doesn't just open her mouth if someone pushes something against it. Billy started rubbing the head of his dick back and forth across them. As he was doing this I felt him apply just a little more pressure. It was enough for him to think that would make me open my mouth. I opened my mouth and he pushed his dick in it. In was in me about three or four inches. I didn't do anything. He waited. I guess he was waiting for something to happen. I thought he would started pushing it in and out of my mouth. He wasn't. Well if he wasn't going to do something I was.

I closed my lips around his dick ad suck on it just a little. He really tasted good. I started sucking him harder. I started sucking him so hard I sucked a little more dick in my mouth. Billy started moving in and out. Just little pushes. He didn't want to wake me up. If he only knew. Before I could make him cum, he pulled out.

Billy was back on the bed. I felt him get between my legs. Finally I was going to get fucked. He slid in me with no problem. I could tell he buried his dick deep in me. He started pushed in and out. I could feel my pussy walls push out each time he drove his dick back into me. I wanted it harder. Just as he was starting to pick up speed, he stopped and pulled out of me. He got off the bed and walked over to his night bag. I had my eyes open just enough to watch him.

He took his camera out and put it on the TV. He was going to record fucking his mother. I liked the idea he was record this so he could watch it over and over. It made me hotter still when I realized he would show his friends this also.

I left my head turned toward the camera so his friends or whoever he showed it to would know for sure it was me.

Billy crawled back on the bed and wasted no time in putting he dick back I me. He started fucking me long, hard and deep. He picked up his speed and was pounding his dick in me so hard I started sidling up on the bed. He was really going at it. I could feel an orgasm starting. I hoped we could have one at the same time. Just as felt Billy Cumming in me my orgasm started. We would orgasm together. He sunk deeper and deeper in me as my pussy opened up for him. This time I could feel him hitting the back of my pussy. This was the longest orgasm I have ever had. It seemed to go on forever.

I felt Billy stop. He just stayed in me. Slowly I felt his dick getting soft while he was still in me. No one had ever done that to me. It felt really wonderful.

Billy pulled his limp dick out of me. I bet he felt relaxed now. I laugh to myself. It didn't take him long to clean up the evidence. Again he sucked all the cum out of me, tied my panties back on and buttoned up my nightgown.

I heard him lay back and with a minute he was sleep. I fell asleep also.

I woke up and looked at the clock. It was around five in the morning. I looked over at Billy. He was sound asleep. I raised up the sheet and look down at him. He had forgotten to put his underwear back on. I wondered how he was going to explain to his mother why he was naked. His dick was hard again. I hoped he was dreaming about me. I wanted to get a hold of it and jack him off. I couldn't. I wonder if I some how got him awake early enough if there would be time for him to fuck me again. Then I thought." He probably wouldn't try again, thinking that this close in the morning he would wake me up and I'd freak out.

I wanted fucked. Plus I realized I wanted to fuck him back. I wanted to get on top of him and pound my pussy on his dick. I don't think at this stage, if he knew I had been awake all this time, it would matter to him.

I lower my head and opened my mouth. I sunk his dick as deep as I could in my mouth. I started sucking on it. It didn't take Billy long to wake up.

He wasn't stopping me. I realized we are going to fuck again, but I will be totally awake. I can move my body on his dick any way I want to. I could wait. I raised up and started unbuttoning my nightgown. I couldn't get it off fast enough. I pulled on both strings of my panties. With my legs apart, they fell off of me onto the bed. I crawled over Billy and put my feet on both side of his body. He stopped me.

He wanted me to put on my garter belt and hose. I jumped out of the bed and ran into the bathroom. I soon as I got them on I came back out on the room.

"How's this?' I asked. Before he could say anything I picked up his "camera and told me to take a picture of me to show his friends this "also. I posed and he took the picture.

As Soon as he layed back down on the bed, I crawled on top of him. I didn't waste any time. I lower my ass down until I felt my pussy lips on the head of his dick. I slammed my pussy down burying his dick in me all the way. I kept speeding up and pounding deeper with each stoke. I think I surprised my son just how rough I wanted it. It was my turn now to fuck his brains out.