Imagine my surprise when I walk in my room and turn the lights on to find my stepmother sound asleep in my bed. I quickly turned the light switch back off trying not to wake her.

“Bill, I told you to go away…” she said angrily probably blinded by the light being on briefly.

“”It’s Rob, mom. Go back to sleep. I’ll go sleep on the sofa..” I whispered.

Yeah, I call her mom. She came into my life when I was 12. My mom passed away when I was 7. I was in need of a friend as much as a mother. It is safe to say I had an instant crush on her. She was a sexy 28 year old woman who paid attention to me and I was entering puberty. All of a sudden there was bra’s and panties in the house. I don’t need to tell you what a horny teenager would do with those. Plus, she had to have known what I would do with them, but she never said a word. In fact, they were always sitting on top of the clothes to be washed assuring it could have access to them. I had a crush at 22 for the sexiest 44 year old woman ever. Back to that night.

“Robbie! Oh sweetheart, I wasn’t expecting you until tomorrow. Just give me a minute to wake up hun. I’ll go sleep elsewhere.” She said fumbling for the lamp. Eventuality finding it and exposing a wine glass and bottle about two-thirds empty but more importantly I saw her eyes were red. Not from drinking but from crying.

“I finished earlier than I thought, so I just jumped into the car and came early. Is everything ok?” I asked. She kinda looked a mess.

“I’m fine sweetie. Your father and I have been fighting and I did not want to be around him tonight so I came in here to escape with a bottle of wine.“ She explained. “ I guess I will go back in there with him and go to sleep.”

“No way, you stay right where you are. I can sleep on the floor just toss me a pillow.” I stated.

This went back and forth for about a minute. Each of us wanting the other to have the bed.

“This is crazy, we can just share the bed. I would love a chance snuggle with my ” She said padding the mattress next to her.

“Ok, if you insist. Let me change out of these clothes.” I said mainly just to go to sleep.

I walked over to my dresser and pulled out a T-shirt and some basketball shorts. I was about to go into the bathroom when she asked did I have a spare shirt for her. I opened the drawer and saw a T-shirt from a Dave Matthews band concert we went to and held it up toward her. I didn’t notice till then that she was wearing jeans and a sweater.

“Will this work?” I asked.

“Yes, is that from the one we went to?” She said as I brought it over.

“Yeah, I the others are at my apartment. I treasure this one too much, so I leave it here to keep it safe.” I said.

“Treasure?” She said it kind of puzzled.

“It was the first time you and I went to a concert together. Remember that guy passed you that joint and you took a drag then passed it to me. That was when I decided that you were a lot cooler than I thought. We started doing more things together after that.” I explained.

“That’s sweet. Thank you for telling me that. I have missed doing things with you since you left for school. Promise me that we will do something together before you go.” She said while hugged me.

“Just name it and we’ll do it. Whatever you want.” I promised her and she smiled while looking into my eyes.

“Let me slip into this special shirt, you just turn around and no peeking” she said with a giggle.

I turned around and took off my pants and shirt. I decided to not wear the shirt and just sleep in the basketball shorts. I could hear the zipper being unzipped and the rustling of her jeans being removed. A minute later she said it was a ok to turn around which I did. I was amazed with what I saw. Mom was standing in front of me pantsless, wearing a shirt that didn’t entirely cover her ass. Her tight, toned ass in black lace panties. Her large, luscious breasts (That were too large for her 5 foot 4 inch 120 pound frame. They were natural and spectacular) pulling on the fabric. Her tanned, toned legs that I would give anything to have wrapped around my waist as I made love to her. I could not believe my eyes. She looked like a girl who I just fucked, who was wearing a shirt of mine around the apartment. I had half a chub.

“Come on Robbie, time for bed. Robbie? Robert!” I heard her say but my mind was elsewhere. I think she caught me staring.

I just nodded and walked around to my side of the bed, pulled down the sheet and the blanket, and got in. She got in after me and I had another fantastic view of her ass. She turned off the lamp and moved down to lay on her back. About five minutes later she sat up.

“Sorry, I am never going to be comfortable with this on.” She said.

I had my back to her to try to fall asleep but I turned to see what she was talking about. I saw her lit up by the moon light pouring in from the window as she pulled her arm inside the shirt and about a minute or so later, her arm reappeared with her bra in her hand. She tossed it to the floor.

“I love it when women do that. It’s like a magic trick.” I told her.

She simply giggled, gave me a playful shove, and laid back down. Except this time she cuddled up to me with her head on my shoulder, her body pressed against my side, and her arm laying on my bare chest. We would stay like this. She would squeeze so tight against me. Her hair smelled wonderful. Her body was so warm but there was no way I was going to move her.

“Mom, I’m sorry dad is such an ass. You know if you ever felt that you can’t stand him anym…” I said but she interrupted me .

“Thank you sweetie but I don’t want you to worry about it. I love you very much. Now let's get some sleep.” She said before I could finish my thought that she should leave him.

“I love you too, mom.” I kissed her on the forehead and drifted off to sleep.

We were woken up by hard knocking on the bedroom door. My father was looking for her and apparently a nights rest didn’t calm him down any. I got up to open the door. He looked over my shoulder and saw her in my bed. Wearing a shirt of mine.

“What the hell is going on here?” He said angrily. No hello Robbie, good to see you son.

“From what I understand is she couldn’t take being around you last night and she came in here to sleep. Maybe you ought to treat her better, you know, like she deserves.” I snapped at him .

He just looked at the two of us, shook his head, and walked off. Shortly after that we heard the front door open and slam shut. I closed the door to the bedroom and said asshole under my breath. Apparently just loud enough that she heard it.

“Listen Robbie, I don’t want you fighting with your father. I love that you are trying to have my back but he is your father.” She said with a tear in her eye.

“Well if that’s how he wants to talk to people, then he is going to get it right back. I mean, what did he think was going on?” I responded as I went to get back in bed.

She cuddled up to me and said, “I could stay like this all day.

“I don’t have anywhere to be and I feel like when I come for a visit, I am more excited about seeing you than him nowadays. Plus, I think he is going to be gone awhile after that display and I would love to stay like this.” I said looking into her big blue eyes, brushing her blonde hair away from her face.

We laid there quietly for a few minutes before I broke the silence.

“You don’t have to tell me but can I ask what are you guys fighting about?” I said trying to get to the bottom of things.

“Oh sweetie, I don’t want you worrying about it.” She said trying to assure me that things would be fine but her eyes told a different story.

“Is it money problems? I would be happy to…” I was cut off.

“No, nothing like that.” She answered interrupting me.

“If there is anything I can do, please tell me.” I said.

“You being here with me and holding me means more to me than you will ever know. “ She said then moved up and kissed me on the lips. No tongue but longer than a normal kiss would be. Also, She never kisses me on the lips. A peck on the cheek, yes but never on the mouth.

“I’ll always be here for you. If I am not in town, you call me and I will come running. I love you , mom.” I told her.

As I said the she sat up and burst into tears. I sat up and wrapped my arms around her. That’s when she spilled the beans. Apparently over the last few months my father had grown to become cold and distant. He was no longer affectionate and they have not been intimate in nine months. He had never gone that long without fucking her. Even in the past when they were arguing. Last night, she confronted him and asked if he was having an affair. He got very angry and while he he would not confirm it, he would not deny it either. She was hurting, which made my heart ache. Fortunately for me, she had buried her face in my chest otherwise she would have saw the tears that silently ran down my face.

“I wish there was something I could say or do that would make you feel better.” I told her.

What happen next was a chain of events that were uncontrollable but in hindsight inevitable.

She lifted her head from my chest and looked deep in my eyes. She saw the teardrop marks on my face. She placed her thumb just below one of my eyes and wiped away a forming tear. Then she placed her forehead against mine. I moved to hold her face in my hands and brought her lips to mine. Except this time this wasn’t a familiar kiss on the lips. No, this was a full on passionate, I want to rip your clothes off right now kiss.

We rolled around on the bed a bit making out and groping each other before settling with me on my back and her laying on top of me. Her legs straddling my waist. My hands had found her near perfect perky firm ass. God I wanted those panties in a ball on the floor. I slipped a hand under the waistband. I had a handful of ass cheek when she sat up and then stood up on the bed. She dropped her panties and stepped out of them. Then she kicked them toward my face. I took them and brought them to my nose for a deep whiff.

There she was, my stepmom, standing over me. She was wearing my shirt without panties giving me a full-blown, unobstructed view of her beautiful pussy. I never thought she would have a bush but there it was, Neatly trimmed mixture of dirty blonde hair. Then there was the most adorable innie pussy. I desperately wanted to taste her.

She took a couple of steps forward and then squatted over my face, eventually kneeling over my mouth. I didn’t need to be asked twice. I went straight for the clit. Licking and sucking it. I wanted to use my tongue to tongue fuck her hole. She was really enjoying it and started to grind herself on my face. Any harder and she would have broke my nose. I was in heaven. To have this amazing woman riding my face was the surreal experience that I have ever had. I was able to bring her to orgasm, She would later tell me that was the first orgasm she had that wasn’t from playing with herself in over a year. Apparently my old man wasn’t getting it done in that department either.

She hopped off my face, took off her shirt, and laid right on top of me. She kissed and licked my face where her pussy. I wrapped my arm around her and held her tightly. I loved the feeling of the skin on skin contact. Her breast against my chest. Her lips on mine. I was in heaven but things were about to get even better.

She lifted her head and flashed a mischievous grin. She started slithering down my body, kissing it on the way down. She kissed my raging boner through my shorts. She was kneeling between my spread apart legs. She grabbed my shorts and pulled. As she pulled I lifted my butt, and my shorts and boxers came down in one go. My cock sprang straight up. Just by the way she looked at it almost made me cum. She wrapped her little fingers, with dark red nail polish, around the base of my shaft. She lowered her head towards the tip of my penis. She gave it a little kiss before placing it in her warm, wet mouth. Her mouth felt so good as she bobbed her head on it. Her tongue would swirl around the tip and lick the underside of my head, you know, that extremely sensitive spot that can bring a man to his knees. She would alternate between that and jerking me off while licking my balls. It was a strange thing to see. The woman that I consider to be a mother to me performing the most depraved sexual acts. I was so ready to explode. I needed slow things down so I could last long enough to fuck that perfect pussy of hers.

I sat up and she got back up to a sitting position. I kissed her deeply, passionately. The fact that my cock was just in her mouth only made it hotter. I moved to kiss her tits and suck on her puffy, pink nipples. She really liked it and held my head to her breast. I placed a hand on the other on to squeeze it and play with her nipple. Having settled down to the point where I felt I wasn’t going to cum, I laid her on her back.

I laid her on her back, she opened her legs for me to climb on top of her. I was over when she reached for my throbbing member and guided it into her. As I slid in slowly, she let out the softest, sweets moan.

“Your cock feels so good.” She whispered. Other than squeals, moans, and grunts those were the first words spoken since we crossed the line between step mother and son.

Her pussy was so warm and wet and tight. I just slowly thrusted my hips. I didn’t want to fuck her. I wanted to show her how much I loved her and that was the first time I ever felt that way with a woman. That’s probably because all I have ever been with was college girls.

I had settled in to a nice rhythm, not too fast; not to slow. Pushing a little deeper each time. She wrapped her legs around me (my fantasy) and would hold my face. Our eyes were fixed on each others. With every thrust her spectacular tits would shake. She started to moan - actually more of a purr. I increased the pace and intensity of my movement. She nodded as I did. A silent signal of encouragement. Soon her purrs turned to moans and then to squeals of excitement. I could feel her vagina increase in wetness. Soon after that her pussy clenched and released over and over on my cock. She was having the most intense orgasm that I have ever witness. When she reached her peak I was going singalar hard thrusts. She pulled me toward her chest and held me as she came down. I laid on her motionless with my cock deep in her.

“I want to ride you till you cum deep inside of me.” She said with hot breath in my ear.

I rolled off her and she “saddled” me up. She squatted over my pulsing cock and gently lowered herself on me. She place her hands on my chest, leaned forward, and began to rock back and forth. Sliding along my turgent shaft. Her tits hung down and swayed around with her movements. It was memorizing She transitioned from a rocking movement to a steady bounce. She dug her nails into my chest, the pain was amazingly stimulating. My cock stiffened even more, which I didn’t know was possible. I placed my hands on her waist and encouraged her to go faster, harder. She responded y sitting straight up and grinded on my cock. She squeezed her tits and played with her nipples. She was a true vision of beauty.

“I’m gonna cum soon.” I told her.

She just smiled and resumed bouncing on my shaft. I began to buck my hips to match her bounces. I could feel my balls tighten. I tried to reach her, now glistening with sweat, tits but instead placed my hand just above her stomach.

“Lay on me.” I told her.

I wrapped her in my arms and bucked my hips as hard as I could. She started to squeal and that pushed my past the edge. I unloaded an incredible amount of jizz deep in her sensational pussy. As soon as I shot my first drop of cum in her, she gave my the biggest , wettest kiss on my lips. She kept kissing me as I came. When I was done she laid her head on me. I told her I loved her and always will. We laid like that for a while. My cock softened and slipped out and the cum drizzled out. It didn’t matter. We laid like that for a bit, showered, and walked out the house just as my dad pulled in the driveway.