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By Jim Manley (No Address)

In the early 1980's, Mom decided to get into the fitness craze. She started aerobics and jazzercise while I was at college. I came to visit her one summer - my junior year. I had just turned 21, and I'm ashamed to admit that my formerly flat belly was slowly becoming a fledgling beer-belly. But, as Mom always said - All men are pregnant with an elephant, but only the trunk shows.
When I last saw Mom, she was getting a little dumpy, her body was starting to sag, and her butt was migrating south. I didn't feel too bad about my lack of shape, since I figured she'd be about the same. Boy, was I wrong.
I knocked on the door, and a slim woman I hardly recognized rushed into my arms and gave me a great hug. "Welcome home, Son. Recognize your old Ma?"
It took a moment. Her breasts had lost their sag, and a little of their size, and were now firmly jutting out from her chest. Her blouse was unbuttoned enough to show some flesh, and although her breasts didn't look like two watermelons on a downhill race, they were still enough to hold my gaze.
Mom's belly had flattened - she still had a little bulge, but who at 41 doesn't? Mom did a quick turn, and I would have sworn she had a butt-tuck. Her stretch pants clung to a perfect ass. Just ripe for squeezing. I grabbed Mom and pulled her in for a closer, tighter hug....actually just trying to feel her breasts against my chest.
Mom held the hug a moment, then stepped back. She patted my belly. "Looks like someone here could use a little more exercise...you're looking more run down than your old Mom."
"Nah, you're not that old," I complimented.
Mom kissed me on the cheek. "You always did have a silver tongue, but I think we need to get you into shape."
"Later," I said, carrying my bags to my old room. I picked up the phone to call some old friends, but they were all out of town for the summer. It was going to be a dull one, I knew that for sure. I lay back on the bed and rested from the 20 hour drive from college to Mom's. I was nearly asleep when Mom tapped on the door.
"Yeah," I mumbled.
"Time to work out...put your shorts on," Mom called.
"I don't know....I'm pretty tired," I replied, hoping she'd leave me alone.
"C'mon, it will help you sleep tonight," Mom said, entering the room.
If anything was going to wake me, it was the sight of her standing there. Mom was wearing a one-piece leotard, all slick and shiny. I molded to her curves. Her nipples made small circlets at the center of where her breasts bulged. Her legs were in tights, also smooth and slick. The top was a light pink, and the legs yellow. My eyes were drawn to her crotch, were I could almost swear I could see her mound pressing against the material.
I tried to sound disinterested. "OK, if you insist." My mouth wanted to form the word incest, instead of insist, as all the fantasies of my teenage years re-surfaced. Fortunately, Mom left before she could notice the quick-rising bulge in my jeans.
I closed the door, stripped, and dug out my shorts. I tried to find the tightest pair of underwear, so that my cock wouldn't slip out accidently. I covered these with the baggiest trunks I could find. Mom would flip if she knew her own son got a raging hard-on for her.
I went out into the living room, and Mom was putting a tape in the VCR. Our TV was fairly small, and in those days, VCR's weren't nearly as nice as they are now. I stood behind Mom, mesmerized by her ass as she bent over, fidgeting with the VCR. I had to clasp my hands to keep from reaching forward and kneading her soft globes. Now I knew why I was always turned on by older women.
Mom stepped back and made room beside her for me. "I think I'd better stand behind, Mom. That way I can watch how you do the workouts...and clumsy me won't be bumping into you."
Mom agreed and started the tape. I was in heaven. Watching Mom bend over, squeeze her butt, jiggle her breasts. My favorite was when she did a partial splits, leaned forward with her hands on the floor, and did a sort-of combination pushup and hip thrust. She would lower her chest to the floor, then arch her hips back. It looked painful, but the view was intense.
It was quite difficult to maximize viewing and still trying to work out. I did get a full workout, eyes and body, and by the end, I could barely find the energy to flop on the couch. Lazlo, though, was still pretty stiff.
Mom looked down at me and grinned. "Looks like sonny-boy is more out-of shape than his old Ma."
I wanted to offer to give her a different work out, but I was too exhausted to do anything. Besides, I had to plan.
I was going to be staying with Mom for 3 months, so I figured a month to seduce her, then two direct months of pleasure, and years more, too.
For the next two weeks, I worked out with Mom, and while she was at work. I was still young enough to get into better shape fairly quickly. I always stood behind her, and loved the view.
Mom had a variety of outfits she wore. She had many leotards and tights, and she wore different combinations of each. She sometimes would wear tight cotton shorts and a tube-top. The first time she wore it, I could see the sweat stains gather at her crotch. I had to leave the exercising and jack-off in the bathroom that time. Mom was worried, but I just claimed stomach cramps. She even wore a bikini once or twice.
After three weeks, I figured out that the white leotard was her favorite, and by checking the hamper and smelling her wonderful scent, I knew she didn't wear panties while exercising.
After laundry on a Saturday, Mom went to visit Grandma, leaving the house to me. I went into her room, skipped all her lingerie drawers (I knew the inventory by heart from my younger days of wrapping my cock in her soft lingerie and cumming into tissues), I had already checked out her new stuff from the past 3 years, and wrapped them all around my cock while she was at work. I went to her work-out drawer and pulled out her white tights. I took them to the sewing room and gently used her seam-ripper to weaken the crotch. I left enough stitches to hold while she put them on, but I was preparing myself for a great view.
That evening, Mom didn't wear the white, she wore shorts and a half-shirt. In a way, it was to my advantage. Mom stretched a muscle in her lower back halfway through the workout. She collapsed on the floor onto her stomach, moaning. I got some baby-oil from the bathroom and started to rub her exposed back. Even though I was trying to lessen her pain, I was getting really hard from the contact.
My oily hands glided over her bare midriff, feeling the soft, smoothness of her skin. Her pain was mostly at the waistband of the shorts, so I focused there, sliding my fingers a little lower now and then. As Mom began to relax, I spread my massage out. I moved up her back and under the back of her shirt. Mom's back was slick with oil, and my hands grasped her skin. In my mind, I was begging for her to turn over, but she never did. I managed to get my finger along the top of her crack, beneath her shorts, but that was as far as I dared. I think Mom had an idea of how much I was enjoying rubbing her - I was being as sensual as I could, but she never made any mention. Not even of the huge bulge in my pants that her elbow brushed against as she stood.
Mom thanked me for the rub, then went to take some aspirin and soak in the tub. My mind's eye saw her peel the half shirt off, her bra-less breasts swaying free, her sliding the shorts over her hips, her ass sticking out as she bent over to free her feet from them. While Mom was in the bath, I stole into her room, lay on her bed and just rubbed myself on her sheets until I came.I just managed to grab some tissue to shoot on.
Mom didn't exercise the next day, but she did watch me. I have no idea what she was thinking, but with her eyes glued to me, I made sure to give her the best show I could. I squeezed my butt at her, flexed my arms when I could, and generally tried to give her as much a show as she unknowingly gave me every day. I think something happened, because she was flushed pretty red by the end, and she excused herself to her room quickly afterwards.
The next day, Mom wore the white leotard. She didn't have any tights on - by now the July temperature was into the 90's. We started working out, my eyes were glued to Mom's crotch. The seam was slowly splitting throughout the exercises. I could glimpse some brown hairs peeking out during some of the stretches, but not much else. Then we got to the event I was waiting for.
Mom slid her legs apart into the splits. She bent slowly forward, her palms flat on the floor. As she spread her legs further, I saw the seam unravel fully, and a huge hole appeared right at her pussy. I could see that her hair was trimmed close, and her outer lips were full and hanging down a little. Mom thrust her hips up and back, and her lips opened just slightly. The inner pink gave me more of a hardon than I'd ever had.
I started to lean forward, drawn to her. My had moved slowly to my crotch, preparing to free myself and take this opportunity to slide into Mom. At that moment, Mom must have felt that her pussy was exposed, because she reached down to check. When her hand brushed her pussy, my cock jumped. Mom quickly closed her legs, and turned very red. She didn't face me, but I could see her neck and shoulders flush. Mom didn't say anything, but rushed into her room.
I rushed to the bathroom, freed my cock and started jerking into the toilet. I was breathing hard, ready to cum, when I heard a sound from Mom's room. She was panting and sounding just like I did when I was masturbating. The bathroom had two doors, one from the hall, and one from Mom's room. Her door wasn't completely closed, so I peeked in. Mom still had her leotard on and was fingering herself through the open hole. She was pinching a nipple through the material. My hand started moving faster and faster while my eyes were glued to Mom. Her finger was disappearing into her. She wiggled it around then brought it out and up to her lips. She slowly started sucking it. It was the most erotic sight I had ever seen. My 41 year old Mom sucking he own juice of her finger. I felt my cock tense and the cum start to flow up and out. I squeezed hard, delaying for a few seconds to see what she would do next. She took the finger out of her mouth, brought it back to her pussy and started to finger herself quickly. Mom's hips were thrusting into her hand and her other hand was tugging on her nipple. I squeezed harder and was just about to shoot when I saw her beautiful lips mouth my name! My cum splattered on the door. I must have shot 5 or 6 times, leaving huge white trails on the door.
When I was done shooting, I realized that if Mom opened the door, she'd see me. I closed the door in quietly wiped my cum from it.
I went to my room and tried to figure out how to let her know I knew she wanted me, and that I wanted her, and how to make it all happen.
The next afternoon, we prepared to work out, again. Mom was wearing slick, spandex shorts. I'd never seen them before, so I knew that the were new. She also had on a spandex top. There must have been a sale on this new material, since she must have bought both items today. As we started working out, I noticed that there was something strange about her crotch, but I couldn't figure out what.
I knew that I had to make my move soon. Time was getting short, and if I wanted to maximize our love-making time, I'd have to get to her soon. I decided that today would be the day.
I stood back and watched Mom. I pictured her in her room, masturbating while thinking of me and got hard. I started stroking myself watching her, getting harder and harder. By the time of my favorite exercise, I was rock stiff.
I lowered my shorts and pulled out my cock. Mom was bent over, hips up, chest on the floor. I stepped forward, and leaned my hips into Mom's behind. I press down a little and she was soon lying flat on the floor. She seemed a little surprised, but didn't say anything as I thrust my cock between her cheeks, loving the feel of her smooth fabric. I grabbed her cheeks and thrust harder.
"Oh yes, son," Mom groaned, "I've been waiting for this." "Oh God, Mom, I've wanted you for years." "Then take me now," Mom said, reaching back. She tugged at the crotch of her shorts and the material split open.
Mom roughly grabbed my cock and forced it into her pussy. She arched up, doggy style. I was amazed at her boldness. She must have been planning something for today, also.
Mom's pussy was better than any I'd ever had. I thrust into her warm wetness, the force shaking and quivering her ass. I felt my cum rise, and pulled out. I pressed Mom flat again and rubbed between her cheeks. My cum shot out and made a white line across her back. I kept thrusting and shooting, squeezing her ass tightly. When I was done, I grabbed Mom's hips and rolled her over.
I buried my face into her pussy, sucking her juices. Soon, my face was coated with her nectar, my tongue thrust deeply into her.
I pulled back and rolled onto my back. "Ride my face, Mom, please...I need you on top."
Mom hooked her thighs around my face and sat on my mouth. I grabbed her hips and pulled her tight. I couldn't breath. Her fleshy thighs and moist pussy filled my moth and nose. I liked and sucked. My chin was thrust deeply between her lips as my mouth pulled on her clit. Mom started shaking and quivering, but I needed air.
I pushed her back a little and gulped fresh air. I shoved three fingers into her pussy, while I was catching my breath. "Oh son, finger me....finger-fuck your Mamma!"
Mom was getting closer and closer to climax. I slid my head down a little, and lowered her back onto my face. My tongue flicked over the skin between her pussy and asshole, then shoved into her ass. Mom started bouncing, and her hand replaced mine in her pussy. I felt her climax, and her cum dribbled down onto my nose. I withdrew my tongue from her ass and pulled her pussy to my mouth. I kept sucking her cum until she stopped shaking.
I pushed Mom gently off me and onto her back. My cock was raging again - nothing like sucking your Mom's pussy to do that. I looked down on Mom, and my focus was drawn to her spandex top.
I dived onto her nipple. My mouth sucking though the fabric. I kneaded her soft globes, one hand sneaking below the material for her flesh. I pulled my lips from her nipple and slid the material up. I pulled Mom's breasts together, rubbing one nipple against the other. Mom loved this, as she started arching her hips up and biting her lip. I lowered my mouth and started sucking both nipples together. I pulled them into my mouth, rubbing my tongue between and around them. I gently closed my teeth on them as Mom had another climax. I reached back and felt her pussy all wet and dripping.
I released Mom's nipples and pulled the top back over her breasts. I straddled Mom's chest and slid my cock between her tits. The spandex pulled her breasts together, and my cock was in heaven between the,. It was a little dry, so I slid back, thrust into Mom's pussy a few times - to her loud groans. Mom grabbed my ass to keep me in, but I pulled out and moved back up her chest.
This time my cock slid between her breasts much easier. I started tweaking her nipples as I tit-fucked Mom. At the deepest part of each thrust, I felt the tip of my cock hit Mom's chin. Soon this was replaced with a moist feeling as Mom opened her mouth and was greedily trying to suck her own Son's cock.
At the height of one thrust, Mom grabbed my cock and pulled it to her mouth. Her lips slid over the tip and shaft, her tongue dancing on the bottom. She pulled me out of her mouth and rubbed her lips and tongue all over the underside of my shaft, sucking her juice from me.
Mom started shaking again, "Fuck me son, cum in Mommy.....please"
I moved back down and thrust into Mom. I entered slowly, feeling her hot, wet pussy envelop my cock. Soon we were hip to hip, and I began to work in and out. I tried to start slowly, but Mom wouldn't let me. She thrust herd and fast, setting her own rhythm.
Mom's head was back and her eyes were closed, her lips forming my name over and over. I pushed her top off and started grabbing her breasts. I was squeezing hard. Mom's head came forward, and she guided one of her nipples into her mouth. I moved my tongue to join hers, and we were both sucking her same nipple, our tongues wrestling together around it.
I was getting closer and closer to cumming in Mom, when her other hand started to rub my own nipple. It felt so good, I just about shot, when Mom pulled me down, pressed her nipple to mine and started sucking them together.
"Oh, Mom...I'm cumming....I'm gonna cum"
Mom's pussy tightened around my cock as I shot into her. She came also, our bodies rocking and heaving together. Moms hands grabbed my ass, and her nails dug into my flesh. I shot again and pressed harder. My mouth found a nipple, and I started chewing on it.
Mom let out a scream and started convulsing. I was afraid for a moment, until I felt a flood of her hot, pussy cum drench my thigh. Mom came so hard she pushed me out. I rolled over next to her and cradled her into my arms. I held her spoon style as she went rom convulsions, to leg twitching, to sleeping.
I help Mom while she slept, gently caressing her. She awoke about 10 minutes later. We made a pact never to tell, but to continue no matter what. Through marriages, dating, whatever, we decided we waited too long to let it ever end now.
As for our workouts - Mom doesn't have any workout clothes without a hole in the crotch. We've made our own routines, mostly a lot of teasing, the fast and hard sex. Although we also love to linger in bed together and make love all morning long on the weekends.
I almost regret going back to school, but we've found a similar college close by that will accept my transfer, so I'll only be missing Mom for 3 months, not 9. Of course, our phone bill will be huge. We've already been practicing phone sex.