It all started at the carnival. It's the summertime carnival season and it seems everywhere you go there's a carnival somewhere. I asked my Mom if she wanted to go to the carnival down the street from our house.

My Mom needed a break from Dad and the bullshit he was putting her through. He was having an affair with a woman who was his secretary who was half my Mom's age. Now she was his steady girlfriend.

Mom knew that if she asked him for a divorce that her standard of living would drop through the floor. Being the smart, practical lady tht she was, she just decided to look the other way while Dad spent three or four evenings a week over at his girlfriends house. As long as he kept supporting her, Mom seemed to be able to deal with the situation.

Mom and I went on all the scary rides. It hurt when she dug her nails into my arm on the roller coaster. The bumper cars were my personal favorite.

Mom and I walked along the midway of the carnival. We needed a break from all the rides we were going on. As we walked, Mom sighed.

"So what do you think your Dad and his little slut are doing right now"?

"Mom, stop worrying about what those two are doing and just keep spending his money".

"I can always count on you to say just the right thing at just the right time".

Mom leaned over and kissed me on the cheek. That's when I got a whiff of her perfume. I didn't know where she bought it but I did know one thing - it was intoxicating.

That's when I started to think about things. How could Dad not still be attracted to Mom? Sure, she was 51 years old but just look at her!

For the first time in my life, I started checking out my own mother. Mom is about 110 pounds, 5 feet 8 inches tall, dark blonde hair that goes down to the middle of her back, size 36-C breasts. Her face had a couple of faint age lines around her mouth but they somehow seemed to make her seem more self-assured, more alluring, more sexy.

And Mom knew how to dress! She had on a black, turtleneck sweater, with long sleeves but she balanced that off with a pair of tight, short, blue jean cut-offs. She completed her look with a pair of four inch, black, high heels. The contrast between Mom's long sleeved sweater and her tight, blue jean short shorts made me realize just how sexy her legs were!

In a flash, I was looking at my own Mom in a way that a son is not supposed to look at his mother but I couldn't stop myself and I really didn't want to! As Mom and I walked through the carnival I noticed that she was getting plenty of glancces from guys half her age. I watched the pockets of her short shorts sway back and forth in time with her sexy ass as she walked just ahead of me.

I kept watching Mom's long blonde hair as it flowed down her back. I stared at her sexy legs as she walked along. I was filled with taboo excitement as my Mom sat down next to me on the bench in the food tent.

Mom crossed her beautiful legs and put her hand around my arm.

"You are going to make some girl very happy", she said.

"Given my track record with the girls in my school and where I work at, I'm not so sure about that", I replied.

I was always able to talk to Mom about anything. She was the one who had explained to me about sex when I was old enough. I really wanted to touch My Mom at that moment.

"Mom, do you ever miss the lovemaking sessions you had with Dad"?

Mom smiled as she said, "I miss the lovemaking, but I don't miss him. He's a jerk, even if he does pay all the bills. How about you? Do you miss making out with your ex-girlfriend"?

"Just like you, Mom. I miss the sex but I don't miss her".

"Well, I guess we've got the same problem, honey".

And right then and there I lost my cool and spilled my guts. All my feelings came tumbling out.

"Mom, Dad's a jerk for leaving you. You are without a doubt the sexiest woman I know and if he doesn't want to make love to you anymore than I would be glad to"!

Oh shit! Now I did it! I braced myself for a slap in the face that did not come. What I got instead was the best kiss of my life as my Mom's lips pressed against mine.

Mom was crying as her own feelings poured out to me.

"Oh, honey. You don't know how good it feels to know that a man still wants me in that way. Even if it is my own son! Are you sure you really feel that way"?

I put my hand on my Mom's smooth thigh and started to stroke them.

"Just give me a chance and I'll show you just how sure I am, Mom!"

We both left our table at the food tent and went back to Mom's car. Mom slid into the back seat and I dove in after her. As I started to fondle the very breasts that I had sucked on as a baby, Mom let out a loud moan of pleasure. I couldn't let her make noise like that so with one hand I fondled her breast and with the other, I covered her sexy mouth.

Mom had been a strict disciplinarian when I was growing up and there had been many occasions when she had kept me quiet with her hands held tightly over my mouth. There were other times when Mom gagged me. This just served to give me a hand over mouth fetish which I was now enjoying to the fullest!

Under the pretense of keeping my Mom quiet as I fondled her, I was keeping her in a tight handgag. I enjoyed the feel of her hot breath on my fingers as I held her mouth closed. I savored the beautiful "MMMPPPHHH'S" she made as I tightened my hand's grip on Mom's mouth.

"We're going home, Mom. I want to take you home and get inside you as fast as possible".

Mom nodded "yes" as my hand still covered her mouth.

TO BE CONTINUED!

MONDAY, JUNE 29, 2009 / 1:30 A.M. / C.D.T. / U.S.A. / Please note. This story is a work of fiction, intended for consenting adults, only! Post your comments. Thank you.

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