I Love My Mom (Alternate Version)

All characters in this story are over 18 years old.

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This is the story of how my mother and I developed a close and loving relationship.

Growing up, it was just Mom and I, my dad left when I was four years old. He was abusive towards my mom, mostly verbal abuse...but absolutely nothing she deserved. Being the only child, that thrust me into the role of being "Man of the House"...a role that I wasn't extremely comfortable with in the very beginning, but later grew into. You see, I was not the most confident of pre-teens or even teenagers...always somewhat awkward and always insecure about my body. With the help of my mom, this eventually changed. But it was definitely a journey to get there.

My mom is very liberal, she would describe herself as an old school hippie. She is an avid reader, has a great appreciation for music and art. She's bisexual. She was a model and dancer when she was younger, now very into meditation and yoga. Oh, and she has also been a nudist for many years. She's attended many nudist camps, colonies, outings etc...I remember growing up there were many books on nudism on our shelves. It was a lifestyle. And even though it was a lifestyle I was raised in, it was not a way of life that was forced on me. In fact, there were boundaries for her, this isn't to say she felt insecure about being naked in front of me that certainly was not the case. But the instances of being unclothed in the house were minimal and were confined to leaving the shower, or the occasional topless sunbathing by our pool. The reason for this is that she wanted the level of nudity in our home to be dictated by me...that is to say, if I felt comfortable enough to be naked in front of her, or showed a high level of comfort seeing her in the nude...then it was ok. Until that time, we'd keep our clothes on the majority of the time.

In the early years, I was one of the most shy kids in school. I always had insecurities that other boys my age either did not possess...or they masked them very well. Mine were so severe that I could hardly form a sentence around girls. I don't know where all of this came from...I mean, I know I was a pretty skinny guy and I hated that. I wanted to be one of the bulked up muscle heads I saw in fitness magazines...but no matter how many weights I lifted, or calories I consumed...I was unable to gain a pound. I also had another feature that separated me from the other kids...a penis that was unusually large for someone my age. I know many would think that would be a teenage boy's dream...but to me it was just one more thing that made me stand out, or made me different than the other guys. And at a certain age, standing out and being different are not good qualities.

I played high school baseball and I remember some of the other boys joking and saying things like, "Hey you're not allowed to bring a bat into the showers,"... or "why don't you try out for porn" etc, etc...clearly, many of the guys were impressed and envious of my size...but again, I was Mr. Awkward and Mr. Insecure...instead of being proud of how endowed I was, I was more embarrassed than anything else.

As I began to mature, I started to see more results from working out...more muscle tone and size...and my mom noticed as well. She began commenting quite often on my development...I still had those awkward feelings and insecurities...but her compliments helped my confidence level, that is for sure. I was much more comfortable being shirtless around the house...and even bottomless going from the bathroom to my bedroom after showering. And during one of those short post shower treks down the hallway, my mom stopped me to mention again how much I've developed...but this time she was looking squarely between my legs. Admittedly, I'd been touching myself a little in the shower, so I still had some residual firmness...and while I still had the feeling of not being 100% at ease with my size...I believe that was the very first time I felt a tinge of pride...a feeling that the opposite sex found my size and my body appealing. This was a new feeling for me. And coupled with the growing attraction I was having towards my mom's body...I knew I was entering into unchartered territory, new emotions and feelings I hadn't experienced before.

The attraction to my mother happened gradually, but I believe it was a mix of several factors...my complete shyness with girls in school, my hormones starting to kick into overdrive, my close relationship with my mom... all combined with her penchant for wearing the most revealing outfits. And why not, she had an incredible body that she worked hard at maintaining, tall and thin, with long dark hair and long legs, a really nice butt that she was very proud of, and loved showing off...and beautiful D cup breasts. Let's just say, she was truly the MILF of the neighborhood when my friends came around, or when we hung out at the pool and they got to see her in her bikini...and I have to admit, I was beginning to see her in that light as well.

The sexual tension and feelings I had around my mother seemed to be growing daily...and I think she could sense it. My mom had a thing for white skimpy panties and white skimpy bikinis, if we were by the pool. Sometimes they were very sheer and I could see the brown patch of hair showing through her panties or bathing suit as she got out of the pool. This would drive me insane. I remember becoming completely obsessed with her vulva...wanting to get a glimpse any chance I could get. Don't get me wrong...I was plenty aroused seeing her breasts free from her bra or topless sunbathing...but the mysteries of what was between her legs is what had my mind racing. Especially at night while in bed and masturbating...I'm sure most of my friends were stroking themselves to porn, Hustler magazine, or thoughts of girls from school...not me, it was the fantasies of Mom's vagina that did it for me. Fantasizing of what she felt like, smelled like, tasted like...all I had was my imagination, and boy was it running wild!

I had several different phases I went through during those years. One particular phase was spying on my mother changing in her room. Often times she didn't close her door fully...and I was able to see her through the crack. There was something I found extremely exciting about watching her undress...her voluptuous breasts falling free from her bra...her little wiggle as her jeans and underwear came off. I was always captivated...yet, at the same time feeling a bit ashamed because I was spying, like I was invading her privacy or breaking her trust...yet, I couldn't help myself. One evening while noticing my mother's door cracked slightly open in the usual manner with her bedroom light shining into the dark hallway, I continued with my ritual of tiptoeing to her door to sneak a peek...although this time was like no other. There on her bedroom chair, sat my mom with her legs spread wide and draped over each arm of the chair...which was positioned to face the door. She was wearing nothing but one of her tiny white thongs.. and with her head thrown back, she was rubbing both of her breasts and nipples. I immediately thought about some of the poses I had seen in Hustler magazine...but this wasn't a one dimensional photo, this was real life, this was my mom!...my eyes were immediately drawn to her crotch area as I was able to see her outer labia protruding from the sides of her thong. This was a sight I enjoyed before, usually if she was sitting by the pool...but this was the first time seeing her in such an obvious sexual scenario.

She began to slide her hand down and rub her vulva through her panties and suddenly I achieved an instant erection, I was actually watching my own mother masturbate for the first time! I felt chills throughout my whole body and a throbbing down below I had never felt before. She continued by tugging on her thong until all of her outer vaginal lips were exposed as her panties disappeared between them...I was imagining how that felt for her...the feeling of the cotton panties rubbing against her clitoris...I could only imagine how wonderful it felt for her. She then pulled her panties to the side and exposed her entire pink and beautiful opening...I was close enough to actually see her wetness and she slid first one finger inside, then two...and I had one hand down my boxer's...actually mimicking the rhythms. She began rubbing her clit in a circular motion with one hand and thrusting her fingers inside herself with the other...increasing the speed little by little as I was doing the same on myself...until her hips began bucking on the chair into an amazing climax...and then suddenly bouncing up from her chair, which was my cue to scamper off into my room...and finish myself off as well.

As I was laying in bed in the afterglow of my own powerful climax and re-living what I just witnessed, a thought occurred to me. I thought about how my mom deposits all of her underwear into the hamper in the bathroom each night before bed and that she did that moments after her little session...so I leapt up out of bed, made beeline for the bathroom, opened the hamper and there they were...my mom's used panties. Immediately I noticed how damp they were and my cock immediately sprang to attention as I headed back to my room. They had a musky yet perfume like smell to them and knowing it was my mother's vaginal juices that had drenched them was more than I could handle. I tasted them, hence tasting my mother for the very first time...a sweet savory taste that was indescribable...and then rubbing them against my cock as I quickly ejaculated again... and then yet again just a few moments later without losing my erection. I would go on throughout the night...her panties were providing the fuel for an all-night masturbation marathon. I think I hardly slept a wink that evening.

This would lead to other explorations, including finding my mom's dildo in her drawer. This was another huge turning point for me, as now I had my hands on the object she actually inserted inside her vagina. I had read that most women have toys...but I never knew if she did...clearly I did now. It was very realistic looking...flesh colored, veins on the shaft, a penis head that sort of looked like mine. Which naturally made me wonder, did she think of me when she used it? And visualizing her thrusting the dildo inside her...wondering...does she do it slowly, does she do it quickly? Does she put it in her mouth first, pretending she's sucking on an actual guy's cock?...yes, my imagination was running wild.

One particular night, after drinking a few beers in my friend's basement, I returned home and passed out in my room...only to wake up to see my mom sitting on my bed and looking at me. I asked her the reason she was in my room.

"I saw your big beautiful cock in the moonlight, and I was just admiring it."

I looked down and I had an erection. This was another first...my very first erection in front of my mom, in front of any woman for that matter...I felt a feeling of closeness come over me that I hadn't felt before. No embarrassment, just more of a feeling of intimacy and bonding. She was in my room for close to an hour as we opened up and shared so much with each other. She asked me about girls in school, why types of girls I liked...if I fantasized about them...what I fantasized about. She also revealed to me that she found her panties in my bed and she knew I found her dildo...but said it was all natural, normal and kind of turned her on! All of this openness led to me feeling comfortable to masturbate right there in front of her...another first for me. My mom watched as I stroked and she went into her bedroom and came back with some KY jelly...she said it would make it feel more like a girl's actual vagina. It didn't take too long before I ejaculated all over my stomach and my mom just watched and smiled, then went into the bathroom and gave me a damp wash cloth to clean up...it was my first experience cumming in front of a woman and it was incredible!

This experience brought Mom and I even closer and I could feel the tension building. I felt something internally that told me it was only a matter of time before we had a more physical interaction...or.at least that is the fantasy I was developing in my head. There was however another turning point that occurred which brought that dream closer to reality. A few days had passed since our encounter in my room. I was in my room reading when I heard the sound of moans and gasps coming my mom's room which was adjacent to mine. I knew it was only the two of us in the house, so it had to be Mom masturbating. Her moans were soon becoming screams as she was clearly climaxing...and clearly not concerned who could hear. It was a thrill to hear this indeed...yet here I was frozen again, wondering if I should make a move, go into her room to "check on her"...but of course I didn't. Seconds later I hear a knock on my door...it's my mom, fully clothed, smiling and letting me know she was headed to the store...wait, she was just having an orgasm two seconds ago...and now suddenly she's going shopping?

After hearing her leave the house, I decided to enter her bedroom. Immediately it smelled like sex in the air...and I didn't even know what sex smelled like, but I could sense it. I look over at her bed and not only do I see her dildo laying there...but a large wet spot as well. My knees began to buckle and I was shaking. I can't explain the feelings that were running through my body...it's as if I knew immediately my mother wanted me to discover all of this...it was an invitation. I picked up her still warm, wet dildo and immediately put it to my nose and mouth. This was like discovering her wet panties times 1000...it sent me into an absolute frenzy of sexual arousal I had never felt before. I masturbated furiously laying on her bed, in her wetness, holding the instrument she had just used to bring herself to her own screaming orgasms...yes, this was a very pivotal moment. This day, this experience, would turn out to be the final turning point before we'd experience the ultimate closeness.

Going back to the time when my mom was in my room watching me, she was telling me about her friend Donna, her yoga partner. Donna was going through a divorce and my mom suggested that there might be an opportunity for me to finally lose my virginity...to Donna. As that sounded so intriguing, and I always thought Donna was hot...her small little dancer's body prancing around in her yoga pants or in her bikini by the pool. Like with the girls in school, I lacked the confidence to initiate or follow through with any of the desires I may have had...so everything seemed to be just fantasy for me, never reality. Until, one particular Sunday afternoon...the dream was about to come true. I was in the pool, swimming my usual laps, when Mom and Donna came walking into the pool area. This was not unusual...what was unusual was their swimsuits (if you can call them that)...more like what my Mom used to refer to as dental floss. Both Donna and my mom's bikini bottoms were just barely covering anything.. and in fact, I was able to see both my Mother's and Donna's brown pubic hair coming out of the sides. Wow...I mean I always sensed they wore their skimpy bikinis for my benefit...but this was to whole new level!

As the two incredibly sexy ladies walked around the pool, I tried not to stare at their protruding and barely covered mounds, but that proved to be way too difficult...and clearly they were on display for me. They both sat down on the edge of the pool close to the shallow end. This is when my mom asked me to come over to their side...so like a good son, I swam over to their end, and as I approached, Donna spread her legs, revealing one of the most magnificent sights to behold...her hair covered outer labia was now free from the constraints as her bikini bottom disappeared into her folds.

It was tantalizing...I was trying to keep my composure as my mom said,

"I told Donna you haven't had the pleasure of experiencing a pussy before".

I remember feeling embarrassed and coming up with some lame retort about fooling around with a girl in the backseat of a car one time...and my mom says,

"No Michael, you haven't truly enjoyed a vagina before and Donna would love to have you enjoy hers as your very first".

And with that, Donna pulled the tiny, thin material of her bikini bottom to the side, exposing all of herself to me. I was breathless. Unsure of exactly what to do, my mother took charge and positioned Donna so her butt was right on the very edge of the pool and I could stand in the water with full access to Donna and all her wonderful womanly areas. Mom instructed me to go very slow...to kiss Donna's inner thighs before doing anything at all. She then reached down and parted Donna's outer lips with her fingers and pointed to her clitoris and asked me to blow on it...which caused Donna to gasp. Then, to ever so lightly kiss her clit and and brush my lips across her labia, but no tongue yet, which was starting to feel like real torture for me as my desire to taste Donna was intensifying. Finally, Mom instructed me to put my entire mouth around Donna's now swollen inner pussy lips and suck them into my mouth...the soft wetness of her lips were everything I dreamed about and more. The floodgates were now open...finally I was getting to do everything I'd been fantasizing about for a very long time...I darted my tongue deep inside Donna to try and taste as much as I could...and she responded by lifting her hips up, offering all of herself to me, as I was devouring her like a man possessed...with my mom being my biggest cheerleader.

"Yes, yes, thats it Michael, that pussy is yours...all for you, enjoy it...how does it taste?...you are going to make Donna cum...she's going to cum just for you...all over your face".

And with that, right on cue, Donna began bucking and grinding herself all over my face until she was moaning loudly and flooding my mouth and face with her delicious savory juices...I couldn't get enough...and my mom instructed to immediately come up and kiss donna on the mouth declaring,

"We women enjoy tasting ourselves after we cum".

It was all incredible, but I wasn't done...I wanted more. So Mom suggested we go into her bedroom to get more comfortable.

Upon entering my mother's room, Donna plopped down on the bed on her back, saying she was still shaking from her orgasm. I on the other hand was still so terribly hungry...wanting to explore further, to taste more, wanting to put fingers inside this time as well...and Donna was more than happy to oblige as I dove back into her swollen wetness. My mom was now no longer helping me, but sitting back in her chair, hand in her bikini bottoms masturbating, while I was lost in Donna ...savoring all of her womanly smell, taste, I slid to fingers inside her, per her request.

I could feel her vaginal muscles gripping my fingers...I was surprised at the tightness and could only imagine my cock inside her and what that would be like...but I didn't know how far this would go so I didn't want to be presumptuous. Donna climaxed again, much to my delight...and as we were kissing she undid the button on my swim trunks, pulled them down and grabbed hold of my full erection...her hands felt so amazing. Soft female hands instead of my own...what I've been waiting for so long. She instructed me to lay on my back and I look over at my Mom, who seemed to be rubbing her clit inside of her bikini at an even faster pace...and that's when Donna again grabbed hold of my hardness and took me into her mouth. So many of my friends had experienced blow jobs already...this was my very first one...and everything they described was true and so much more...I was in another world!