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When my father passed away he left my mother a widow at the age of 58. During their marriage mom had not worked since dad was always able to provide her and us kids with a very high standard of living. When dad died he left her with quite a substantial inheritance plus the home, car and everything else was paid off. So mom was not hurting financially when dad passed.

The only problem mom had was that she hated to be alone in the big house that she had, since me and my siblings had moved out and had lives of our own. Mom talked to me about this quite a few times after dad was gone and confided to me that she was becoming a little depressed. I really felt bad for her since I knew she was hurting. As I was talking to her to try and find a solution I told her that I would try and visit as much as I could but since my job requires me to be on the road a lot that it may be difficult. My other siblings live on the other side of the US so they were not able to visit much and mom said that she did not want to give up the house that we all grew up in.

As we continued to talk she asked if it would be okay for her to come with me as I perform my business, which would help her not to be so lonely and give her the chance to see part of the US that she had never seen. Well this sounded like the best solution so I told her to pack her bags since I had to do some business in another state in a couple of days. I told her to pack for about 6 days.

She was so happy when I told her that she could go with me that she hugged me tight and kissed me right on the mouth. It was the first time I had seen her so happy since dad died and the kiss sent a small chill up my spine.

This made me feel a little guilty since it was a kiss from my mom but I need to tell you that mom looks awesome for her age. Mom looks really great. Since she did not ever work she spent a lot of time working out and swimming in the pool in our back yard. When I say she looks awesome I mean she really has a knock out body according to my standards. She is about 140 lbs with 42DD tits. Also her waist is small but she has a well-rounded ass. I always thought about how lucky dad was to have such a beautiful wife. Well I put all of this out of my mind and told myself that it is okay for a mother to kiss her son.

I picked mom up at nine o'clock on the first day of my business trip. Mom was dressed casually but I thought she looked really hot. She was wearing a short red tennis skirt and a thin kinda t-shirt that really made her breasts look great. She sat in the front of the car with me and I could not help but glance over at her tits a few times while we were on the road. I think she caught me a few times and every time she did it seemed as though she would stick them out a little farther or she would turn them more in my direction. Her nipples also hardened and were making bumps m her shirt. I could have been imagining this since I have to admit I was getting a little aroused and was having a little trouble keeping my mind on the road.

When we got to our destination I dropped mom off at the hotel we had decided to stay at and asked her to get us a suite so we would each have our own rooms. As I turned to walk back to the car mom gave me a big hug and began to thank me for allowing her to intrude on my trip. I told her that it is great to have her with me and then she grabbed me and kissed me on the mouth again. I swear the she was also pressing her lovely breasts against my chest this time and I could actually feel her big hard nipples against mine. I was hoping that she did not notice the erection it gave me as I walked back to the car. I then went to my business meeting.

Almost the entire time I was at the business meeting I could not help but think about how much I was fantasizing over mom's breasts and how I immediately got a raging hard on when she pressed them against me. I knew I had to get these thoughts out of my mind but the meeting was boring and I had nothing else to think about.

After the meeting was over I went to the hotel. I finally got to the suite mom had gotten for us and it was really nice. It was large with two bedrooms, each with a king size bed, a small kitchen, nice balcony with a nice mountain view, and a bathroom that had one of those nice large whirlpool bathtubs.

Mom was not around so I decided to take a nice hot batch to relieve the stress that I had been under. The bathroom also had a radio mounted in the wall, which I turned up pretty loud since music helps me to relax. I started to jack-off when the thought of mom's breasts popped into my mind again, but switched to the shower since I did not want to shoot my load into the bathwater and then get it all over me. This was one of the best jack-off orgasms I ever had in since I was a teen-ager. The entire time I was imagining mom's bare breasts. I could almost feel the full softness of them and the hardness of her nipples in my mouth. I was really going at it. I must have shot my load as hard I did when I was a teenager. My cum got all over all over the shower walls and I made sure that I cleaned it off very well so mom would not see it later. I put a towel around me and left the bathroom. I could not help but notice that the door was open about an inch as I left and I swear that I had closed it when I had gone in.

When I came out of the bathroom in noticed that mom was home and sitting on the couch watching TV. I had not heard her come in because of the radio. She still had that wonderful tennis skirt on and the same T-shirt but I could tell she had removed her bra. Through the thin t-shirt her hard nipples were poking straight out and I could make out the brownness of her areolas, which must have been at least three to four inches in diameter. I had not seen my mom tits bare since I was a kid, but from what I could tell form where I was standing that she had really long and thick nipples. She asked me how the meeting went and was half tempted to tell her that I could not remember since I was fantasizing about her the whole time. Instead I told her it was good and asked her if she wanted to go out to dinner, as soon I got dressed. She said, "Sure, just let me change clothes," and we were on our way.

We ate at a really nice resturant and mom again thanked me for letting her tag along. She talked about how she had rented a car and drove all over town shopping for new clothes and planning thing to do the next few days. She also talked about how she missed dad and how she hated sleeping alone now that he was gone. I tried to encourage her and told her things will get better in time. After a beautiful dinner and three bottles of wine we decided to head back to the hotel since it was getting late and we were both really tired from our drive earlier in the day.

As soon as we got back to the room mom started showing me the new clothes that she bought. One thing that she had bought was a really nice silk nightgown, which really caught my eye. It was not see through but very thin I just new it would really show off her body to the max especially her breasts. It was also the type that tied up around the breasts so that a woman could keep them in place. I knew mom would need that with the large tits that she has. Then I could not believe my ears when I told her that her new clothes were very beautiful, especially the nightgown. At this point I was kinda embarresed and she knew it so I told her I was gonna take a shower and hit, the sack and watch some TV until I fall asleep.

I showered again, all the time thinking about mom. As I stepped out of the shower I slipped and fell making a large crashing sound. Mom ran over to the closed door and asked I was okay. I told her I was but hurt my leg a little. She said that I should come out right after drying up and let her look at it. I dried myself up and put the towel around my waist. I walked into the main room of the suite and mom was in the nightgown that she bought. She then told me to come over to where she was sitting on the couch so she could look at my leg. I went over to her and asked me where it hurt. I showed her my knee which was kinda scratched up and told her my upper thigh hurt. She then placed her hand under the towel and on my upper thigh and said "Where, here?" I said "yes, and a little higher." MY leg really was hurting but now I was worrying about my third leg. I was afraid that I might get a hard on with mom touching the outside of my upper thigh. She began to rub it a little. "Does that feel better?," she asked? "Yes," I said and she rubbed a little harder. I tried to keep my mind on other things and then the arousal I was feeling. She then asked "What about, here?" and moved her hand to the inside of my thigh. As she did the outside of her hand moved across my cock which I was having a hard time of controlling, she then said "Opps."

"MOM" I said, you are embarrassing me. "Nonsence," she said, "I am your mother and if you are hurt I want to help." She continued to rub my inner thigh and I could feel her hand near my balls. I felt my erection coming on and could not stop it. My cock was about half hard and starting to lift my towel a little. Mom must have noticed this and removed her hand, saying "Feel better?" I finally looked down at her and saw that her nipples were crazy hard and her chest heaved as she was breathing faster. "Yes" I said, relived that she stopped before I was fully hard. "I think it will be okay in the moring" I said. "Okay," she said but if it is not feeling better let me know. I then told her goodnight.

I went to my bed room, turned on the TV, and got into bed nude since that is the way I usually sleep ever since I grew up and have been on my own. I massaged my knee and thigh for a while thinking about how much better mom did it. The bathroom door was right across from my room and I saw mom walk into it getting really to take her evening shower. She left the door partly open but because of the angle I could not see her while she undressed and got into the bathtub. It was strange but I felt a little upset that I could not watch her as she bathed. The thought of watching her got me going again and soon I was rubbing my cock and fantasizing about mom's beautiful body again. I felt a little guilty as I kept my eyes on the door hoping to capture a glimpse of her bathing. After a while I heard the water turn off and could tell from the noises that she was drying herself. She then came into view as she went to the sink to dry her hair. She was again in the nightgown that she had bought. DAMN, did she look good in it. I could see the outline of her body as she moved around and her nipples seemed to be really hard. I could see them poking through the silk and her breasts shaking as she shook the towel to dry her hair. I pretended to be asleep as I watched her and my cock was getting so hard I thought I was gonna explode.

As she turned to go back to her room she noticed that my TV was still on and came in to turn it off. I pretended to be asleep and did not move a muscle because my raging cock was already lifting the blanket a little and I did not want her to notice it. I heard that she turned the TV off and then come over by my bed. I could not really tell what she was doing at this time since my eyes were closed but then I felt her kiss me on the forehead like when I was a kid. Then it seemed that she was gonna walk away but I knew she was still there from her breathing. After about 15 seconds I could feel that she began to lift my blanket just a little in the area where my hurt knee was. I guess she was just checking to see if it was okay. Then I could feel the draft on my body and feel my cock begin to rise as the weight of blanket was being lifted. I could not believe it!!! I don't think she realized that I was nude under the sheet when she went to check on my knee and thigh. But now she had the sheet all the way up and there was no way that she could miss not seeing my raging hard cock. She did not lower the sheet. I opened my eye a crack to see what she was doing. She was not looking at my knee or thigh!! She was staring right at my cock, which when I realized this made it swell even harder and twitch a little. Her eyes widened when she saw this. I could not believe it, here was my mom checking out my stiff 9-inch cock and it is harder then it has ever been before. I did really not know what to do so I continued to pretend that I was asleep. After a few seconds she lowered the blanket and walked back to her room. I could not help but quietly jack-off again in bed. This time not caring if I got the cum all over me or not. I swear that a little later on I could her my mom moaning in the other room. She must have been playing with herself also.

The next morning I quickly showered and then mom and I went out for breakfast. Mom talked about what she had planned for the day and I noticed that she made quite a few glances as my cock area, which made it stand almost at attention again. Mom had put on one of her new low cut shirts this morning that really showed off her cleavage. Her cleavage looked wonderful and I could imagine my cock between her tits as I tit fucked her. I was getting to the point that I no longer felt guilty about these feeling since she was a beautiful woman and I knew nothing would ever come of it. So I decided to just go with the flow. My cock stayed hard all during breakfast and I can almost swear that mom was checking it out. Her eyes seemed to linger on it for a few seconds every now and then and every once in a while she would lick her lips. As we walked to the register to pay mom got in front of me and insisted that she would pay for the food. I tried to stop her but as I tried to get around her she backed up and placed her ass right in my groin to back me up. My cock sprang to life aching to get out of my pants. I know she must have felt it and it seemed as though she kept her ass there a little longer just so she could feel it. As we walked to my car she took me by the arm and the side of her breasts rubbed my upper arm. She seemed to be pressing it against it and I few times I felt her nipples brush by. She hugged and kissed me as I got in the car and this time I know she could not help but feel my cock on her stomach.

When I got home from the meeting mom was already at the hotel room. I could smell what seemed to be that lovely sent of a woman's orgasm juices in the air. Mom was in the silk nightgown that she had bought the day before. She looked awesome and I noticed that she had not tied up the part that would keep her breasts in. This gave me a great view of her cleavage and I was amazed that her breasts did not sag. They were still very firm from what I could tell. I sat down on the couch to watch the news and mom sat on the chair across from me. We talked about our days and she asked it we could go out tonight. She said that she saw a nice dance club that she would like to go to. I thought the idea was great and agreed to go. Maybe I would meet some nice women there and it would take my mind off of fantasizing about mom.

Mom and I sat there watching the TV for a while and I could not help but glance at her breasts. They look splendid in the nightgown and it seemed that her nipples were continually hard. All of a sudden she dropped her drink on the ground and we both reached to clean it up. As she was quickly bending over, the top of the gown opened up a little and I could see mom's full breasts for a few seconds. Oh they looked perfect!!! They were perfectly full and round and her nipples were exactly like I had imagined. The must have stuck out at least a half an inch and they were also about a half inch thick. I only saw them for a second, but god I was happy about that. She told me to sit down and said that she would clean up the mess since she made it.

She walked to the kitchen and grabbed a towel to clean up the mess. Then she bent over on all fours to scrub the carpet. As she did this, again her breasts came into full view. They shook as she cleaned it up and she looked up at me and smiled. I could not take my eyes off of her breasts jiggling around and smacking together. She continued to clean up the mess, sometimes working side-to-side and sometimes front to back. It seemed as though she was putting on a show for me and I did not mind. My hard on was strong and the Dockers I was wearing did not hide it and I did nothing to hide it either.

Mom continued to clean for what seemed like about 10 minutes and was really working hard. Her pussy must have been getting wet because the smell of love juices was getting thick. When she just about had it cleaned up the smell of pussy juice was getting really strong and it seemed like mom was lifting her ass up and moving it around a little bit more then needed. She also was moaning a little and biting her lip. I swear it almost looked as if she was cumming. Finally she got up. Her nipples were so hard and poked the cloth of the nightgown up and she was sitting in a way that pushed her breasts up towards me and she was sweating a lot. The nightgown had also worked its way down and her breasts were exposed so much that a little bit of brown from her areolas was showing and almost to the nipples. The sweat on her breasts made them look good enough to eat and I was so tempted to just grab them right there. She then smiled and said, "Wow, that was hard work but I got it done. "How does it look, can you help me up, I am worn out?" I grabbed her hand to pick her up and it was shaking. She kinda stumbled and pressed her breasts against me as she got up. Then her hand lightly brushed my erection as if by accident. Then mom said she was really hot from all the work and was gonna take a shower and dress for the dance club.

While mom was in the shower I started going through all these events in my mind because I was starting to think that just maybe I had a chance of making love to my mom I was pretty sure that she did not want to do that and that she was just happy to be with me on the trip. I also decided that she did not realize that her breasts had been showing while she was cleaning up the mess and that she had just given me one hell of a great show. But I know that she must have seen my cock raising my pants a good 3 inches.

After about and hour and a half we were on our way to the dance club. Mom was wearing a really nice dress that again exposed much of her cleavage. On the drive over there mom began to talk about how she missed dad but she was feeling better since she was around me. I talked about how she was proud of me and could not believe how much I had grown. She asked me how my girlfriends have been treating me and I told her that they were okay but something seemed to be missing in the sex area. She said that that was too bad and that I need a woman that knows how to satisfy me. I then said, "Yeah, I wish I could too but it seems that women that know how to satisfy a man are hard to find." She responded by saying, "I don't know, maybe one is closer then you think and you just afraid or too nervous to take her? Maybe you will find her tonight."

I could not really understand what mom was getting at. I thought she was talking about herself but I was not sure.

When we got to the dance club mom picked a table in the back of the club that was dark and secluded. We both ordered drinks. Mom ordered a double Jack and coke, which surprised me cause she never really drank too much alcohol. Mom looked really good and all the men were checking her out. She wore some kind of bra that pushed her breast up and out. Her perfume was also nice and erotic at the same time. Mom noticed all the men looking at her and seemed please. She then said. "Your old mom still turns the heads, huh?" I said, "Yeah mom you look great. All these guys are drooling over you!" I could not believe her response. She said, "One of them men in here might just get lucky tonight, I really need a man. Your father and I did not have sex for the last two years of his life because of his illness. I felt very sorry for your father cause he loved to have me please him. You father especially loved my breasts and I since we could not have sex anymore I would put on show for him so he could watch them. It really turned me on when he was watching my breasts jiggle back and forth and I would have an orgasm just doing it." I was surprised by her remark and then even more surprised by my next one. I then said, "Really, I did not know that dad's illness took away their sex life and I am sorry. But it is nice that you were still able to please him a little. What kinda shows did you do for him?" Mom's face turned read and said, "I am sorry, I should not said all that, it was not proper. Would you like to hit the dance floor with me?" I said, "Sure mom, anytime," and we headed for the dance floor.

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