It Runs in the Family Ch. 02

He scratched his head again. "Whatever," he said, smiling.

"Now we just have to find some hosiery to go with it," she told him. "You know how I like sexy hosiery." Sheila suddenly realized this was true, both for her and her son and Les as well. Looked like lots of things ran in the family.

Sheila chose some black lacy stockings, the kind that needed no straps- she didn't want to make Marc work too hard to look like a ladyboy. Marc seemed quite pleased with the choices, and had lost all shyness, though he did stay rather close to his mother. After they had finished assembling the entire outfit, she leaned over and quietly said, "Now, let's see what your mother would like."

Along the back wall was a long line of all sorts of outfits on hangers. These had been marked down. Sheila might be planning a fantasy but that didn't mean she wouldn't save a buck or two if possible. Towards the middle she came upon a pink chemise with matching thong trimmed with lace. She held it up, looked it over carefully, then draped it in front of her. She could tell from Marc's smile that he approved, so she didn't even ask. "I think I'll take this one as well," she said.

"I think you should, Mom," he told her. He could feel his prick swelling, imagining what his mother would look like in the sheer outfit.

After they had checked out there was one more stop to make. "Now we have to get some shoes," she said, and they headed down to one of the shoe stores in the mall. Though she suspected Marc would have eagerly gone for some stiletto heels, she imagined he would hurt himself just trying to stand up in them, let alone walk in them, so she found a nice pair of black heels that were high enough to look sexy but not so high that he would fall like a domino. She considered getting him some makeup for himself as well, and maybe some jewelry, but for tonight, she could just use some of her own. And besides, at this point she was so horny she could hardly keep her hands off of him. By the time they were in the car and heading home, she couldn't.

They pulled out onto the main road and crept along for a bit in all the heavy mall traffic.

"Now that wasn't so bad was it?" she asked, looking over at him.

Marc smiled. "No, Mom. I really wasn't embarrassed at all. In fact, maybe we can do it again."

Sheila winked. "I think that can be arranged."

They pulled to a stop at the traffic light. She had just missed the signal and would have to wait through the entire cycle, which she knew would take at least a minute and a half. Without glancing directly at him, she reached her right arm across and ran her hand down his forearm and onto his thigh, which she began to massage softly. "I can't wait to get you all dressed up tonight," she told him.

Marc's gaze was glued to his Mother's hand. It began to run along the inside of his thigh and into the cleft of his leg. The Tahoe had tinted windows and they both knew no one could see inside the SUV. After a couple of runs up and down the cleft her hand ventured further over, between his legs, moving up and down the length of his quickly hardening cock. She did not say a word. She just continued to rub his crotch, feeling what was beneath, beginning to strain against his jeans. They were the loose fitting kind, popular with young boys and now she slid her hand up to the top of them and slipped her fingers underneath both the jeans and his boxers. There she found a hot and hard rod, which she rubbed along its base, pushing against his abdomen, making it harder and bigger with every successive squeeze. It was about then that the light changed and Sheila reluctantly removed the hand and returned it to the steering wheel.

"I can hardly wait to get home," she said.

Marc looked over at her, his mind racing. "Me, either," he said, his voice breaking a bit.

By the time they had gotten home, Sheila had managed to get herself calmed down a bit. She was still plenty horny, but at least she was at a point where she had gained some control of her emotions again. She suggested they eat a bit of lunch first and then he could get cleaned up and she would begin showing him some of the finer points of dressing up like a sexy lady. Marc was even hornier than his Mom, but being nineteen he was hungry as well, so he nodded to her plan. She instructed Marc to take all the lingerie upstairs to her bedroom while she began to prepare them something to eat.

There was a salad already made and that would be enough for her. But she pulled out some cold cuts and bread and prepared Marc a hefty sandwich.

"Here," she said. "Eat up. Then we'll have some fun."

Marc tore quickly into the sandwich, both from hunger and because he was in a haste to get on to what he hoped would be even more pleasurable sensations.

Sheila was standing at the bar over her plate of salad. She picked up the massive peppermill that sat on the cabinet and began to grind some pepper onto it. Suddenly the shape of the thing reminded her of their earlier conversation and also what Les had told her about finding the dildo.

"So," she began, looking over at her son. "You saw Kim using a dildo, did you?"

Marc was in mid chew and just nodded.

Sheila took the peppermill and placed it in front of her crotch, sticking it straight at him, like some giant wooden cock. "Marc," she said suggestively, slowly stroking the grinder up and down, "do you like dildos?"

Marc, again in mid chew, this time gave a hard swallow, staring hard at the peppermill. She could tell he was debating how much to tell him, but after a pause said, "uh, yeah, actually I do Mom."

Sheila raised the grinder to her mouth and flicked out her tongue, briefly licking the brass head. "You mean on girls, or on yourself."

Marc looked down briefly, but his gaze soon returned to hers. She could tell he was beginning to trust her more and more with his secrets. "Well, actually, both," he told her.

Sheila sat the peppermill down, returned to her salad to take a bite or two. "Interesting," was all she said. "Very interesting."

Lunch lasted but a few moments more. Sheila instructed her son to head for his bath and begin the process of making himself pretty.

"I know you don't have much hair on your body, but you have way too much hair to look pretty in lingerie. You need to shave your underarms, and shave your legs. Then trim up around your penis. You can take it all off or get creative- that's up to you. I'll go upstairs and get my body shaver and some really good body wash. That will make the razor glide across your skin and leave you smooth as a baby."

Marc listened intently. She could tell he was getting excited, just thinking about dressing up. He was helping clean the few dishes off the table now and she could distinctly see the bulge in his pants. After they had finished in the kitchen, she headed upstairs, telling him to wait in his bedroom and she would be right back with the things he would need. A few minutes later she returned, to find him sitting on the bed watching a sports program. The boy loved sports about as much as sex she was thinking, but actually, Marc was just trying to calm his mind down a bit before he exploded.

She handed him the things he would need, giving a brief explanation of how to go about it. "And take your time," she said. "Slow smooth strokes. Otherwise you will be covered with nicks and cuts."

Marc smiled. "I will Mom," he turned, headed for his bathroom, but stopped at the door and looked back at her. "I can't wait to see what I look like," he said. "Thanks, Mom. You're the best." He closed the door. Sheila stood watching where he had been, a big smile on her face, feeling a very perverse sort of pride in her son. When she heard the shower turn on, then the shower curtain close, she stepped outside and retrieved one of the bags they had gotten at Victoria's Secret. Sheila had some modeling plans of her own.

Marc, took his time, doing the best he could. He had never shaved his underarms or his legs before, so that took some getting used to. Several times he had to stop and think about how to use the razor. He had trimmed his pubic hair a time or two, but never really tried to do it that carefully. He was beginning to understand how hard it was to look like a lady. His cock had remained stiff the entire time, as he anticipated dressing up for his mother. When he finished the grooming he gave his cock a quick jerk off, shooting a large load of semen into the tub. He was afraid if he were too horny he would never be able to get all dressed up without cumming, or tearing the soft fabric with his man sword. After finishing the shower, he toweled off then threw on the t-shirt and gym shorts he had brought into the bath with him. He assumed his mother would be in her bedroom waiting for him, so when he opened the door, he was a bit surprised to see her sitting on his bed. Not only that, she was now wearing the very seductive set of pink lingerie he had seen her pick out earlier that day. She was sitting a bit sideways, in an almost ladylike pose. But what she was wearing was certainly not ladylike- at least not in the old fashioned sort of way.

"Come on in, honey."

Marc moved just inside the bedroom, and stood a few feet away, as if frozen, his eyes glued to his Mother- or more specifically to her chest which was straining against the sheer pink fabric.

"Do you like it?" she asked him, knowing quite well that he most certainly did.

"Gosh, Mom, you are so hot looking in that!" he gushed.

Sheila stood to give him a better look. Before he had not been able to see her front that well, but now he could see the little thong beneath the camisole, which did little to hide it. She turned directly towards him hands on hips striking a quite seductive pose.

"I kind of thought you might like this," she said. "I could see the way you were eyeing it when I picked it up in the store."

Now she leaned forward and cupped her breasts underneath. "I really like the way they accentuate my best features don't you think?"

Marc, who was already feeling his cock beginning to swell despite cumming just a few moments before could not agree more. "Yeah, Mom. Your tits look great in that. I can see the nipples and everything."

Sheila smiled. He was just beginning to see everything, she thought to herself. She sat back down on the bed and spread her legs open wide. The camisole had hiked up her belly and now he had a clear view of the pink thong which was just as sheer at the top. Her pussy lips were clearly in view, barely hampered by the thin pink cloth.

Marc's eyes were instantly frozen on the small pink triangle between his mother's legs. As best as he could tell there was not a bit of hair down there. It looked like she had shaved her cunt area clean.

"Now," she said to him. "Let's see how good of a job you did of cleaning up. Take off all your clothes."

Marc wasted no time in doing this, which was a good sign as far as Sheila was concerned. It was quite obvious that he had completely gotten past the awkward phase, and was game for whatever she told him to do- and she was about to put him to the test in more ways than one.

He stood completely naked before her, his half erect penis swelling before her eyes. He had done a good job on his chest and the front of his legs at least. She noticed he had left just a small patch of pubic hair just above his cock, which he had trimmed, so that it was quite short, and shaped like a V. She motioned him to turn around so she could get a good look at his shapely ass, just a bit moon shaped, much like his father's. She could tell he had missed a few spots along the back of the legs- that was always the hardest part. "Now," she instructed, "turn back around and let me see under your arms."

"Looks like you did a pretty good job," she told him. "We'll have to touch up a few things, but overall, you look as smooth as a baby." Marc lowered his arms again, and for a moment he simply stood there, admiring his hot mother, while she did the same to him.

She shifted a bit on the bed. "Well, since you showed me what a great job you did, I suppose I should do the same for you."

Marc nodded. "That would be fine with me," he told her, like he might have some objection.

Once again she lifted up her breasts and this returned his gaze to her massive bosom.

"When you were a baby you loved to suck on these," she said. As he watched in fascination, she began to reenact that scenario right before his eyes.

"I would pull one from my bra," she began, lifting her left tit from its thin covering and sticking it straight forward. "Then I would squeeze it, forcing the milk towards my nipple." She removed the other breast as well and squeezed them together, pinching her hard nipples with her fingers. Then taking her right breast in her hand she lifted it to her tongue and lapped at it. "I used to drink my own milk sometimes. And your father loved to suck on my hard nipples when they were full of milk."

All Marc could do was stare. He had reached down and was slowly rubbing his rod, which was almost completely erect. He felt a little droplet of cum that had just now seeped out of his slit and took it on his finger and lifted it to his lips. This seemed to really excite his Mother, who now lifted up on the bed and stood on her knees.

"So Kim has a nice pussy and clit you say," she commented. She took a hand and pulled the panties to the side, revealing her clean shaven cunt. "I think mine is pretty nice too. Why don't you come a bit closer and get a better look?"

Marc wasted no time moving closer to the side of the bed, now standing about three feet away from her. Shelia got down on all fours, her breast swaying underneath her, then she pivoted around pointing her ass cheeks at him.

"You still think my ass is not too big?" she asked again.

Marc seemed almost offended. "Mom, anyone would be a fool not to like that ass."

Sheila turned a little more away from him. The panties had caught on the far side of her cunt lips and she could tell he was staring with some interest at them. For just a moment, she considered stopping, for she knew once she took the next step there would be no turning back. But glancing back at the awe and amazement on her son's face convinced her this was what they both wanted to do, no matter what anyone else thought. She twirled around, and stood on the floor again, just a couple of feet from him. Slowly, she slipped her fingers beneath the thin string that held the sheer panties in place and slid them half way down her legs, revealing her completely shaven slit.

"So, do you like Mommy's cleanly shaven pussy?"

"That's pretty hot, Mom."

Leaving them clinging to her legs for effect, she bent over, cupping her massive mammaries in each hand, pushing them a bit towards him. "But I bet you like these a lot more," she said.

Now Marc actually let a little laugh escape from his lips. "It's getting hard to decide," he said.

Sheila smiled. "Well then, I guess I better give you a better look at my pussy so you can make an informed decision." She returned to the bed, and lay down on her back, propped up on her elbows, spread-eagle, her already wet cunt lips gaping wide open, the thong still clinging to her thighs. Marc seemed almost hypnotized, his gaze never leaving the love slit from whence he had emerged. All the excitement had already engorged her clit, and now she pulled back her hood to give her son his first good look at her massive love button.

"Is Kim's clit this big?"

Marc actually swallowed. His hands had even ceased massaging his hard cock. "Gosh, Mom, that is huge! I've never seen a clit like that. It's like a little cock!"

Sheila raised her legs up in the air to slide off the thong. For a moment she remained in that pose, allowing him a good view of both her pussy and little round puffy asshole. Throwing them to the side of the bed, she returned to her spread leg position, and pulled back her cunt lips, extending her hard clit to it's full inch and a half length. Once again she saw Marc swallow. It was clear he was mesmerized by her pink knob.

Sheila slipped a couple of fingers into her wet slit with one hand while massaging her clit with the other. "Mommy loves to masturbate just like you do." The word masturbate, apparently reminded Marc that he had a hard-on, for now his hand returned to his cock and began slowly stroking it back and forth. Seeing his obvious delight, she continued the demonstration, complete with commentary.

"First Mommy lubes up her fingers in her pussy juices, then she slips them out and rubs them back and forth around the sides of her little lady cock. Then she squeezes her nipples with one hand while rubbing her clit with the other. Mmmm. See how hard that makes my clit? Then sometimes I get over on all fours, and hump my cunt from behind with my fingers."

She had gotten herself to the verge of an orgasm already. She began rolling her clit back and forth again and again in her hand, her eyes closed. She began to moan, and realized that if she didn't stop soon she would cum right in front of her horny son, which would no doubt make him come as well. But she had more planned than some mutual masturbation, so with great restraint, she removed her hands from her love triangle and sat up on the bed, trying to take deep calming breaths.

When she had gained a modicum of calmness, she smiled at her son, who was still slowly stroking his rod. "Mommy is getting so wet and so horny now. Do you think you could help Mommy out?" she asked.

Marc was eager to oblige but a bit nervous. Stepping gingerly forward, he stood right above her, looking down on her lovely breasts. Before, she had done nearly all the touching, except for the kissing part. Now he was hoping he was going to get a chance to do much more.

She motioned him forward, then took his hand and placed it under her breasts. "Go ahead, lift it up," she said to him. "See how heavy they are?"

Marc was amazed at how they felt. He had never had such a large breast in his hand. It was so warm, and so full, he found his mouth watering. And as if anticipating that, now his mother told him to get down on his knees and lick her nipples. He was on them in a second. the nervousness now completely gone, replaced by lustful obedience.

"Now," she continued, "suck on them like you did when you were a baby."

Marc took to this quickly, gently tugging a time or two at her nipple, then sucking as much of it as he possibly could into his mouth. For a couple of minutes, she let him continue, alternating from one hard nipple to the next. Her nipples had always been very sensitive in a sexual way, and she could feel the cunt juices begin to run down the inside of her leg. She sometimes felt she could probably cum just having her nipples sucked, but she had never had the patience to keep her fingers off her hard clit that long. Finally she pushed him away and told him to stand again. Marc was barely a foot from her, his hard rod pointing past nine o'clock it was so rigid. Not since Les was a young man had she seen a cock so rigid. Grabbing his ass cheeks, she pulled him forward, so that the tip of his cock was just resting on her breasts.

"Mmm?" she thought out loud. "I bet you would like to tit fuck your Mother some time wouldn't you?"

Marc nodded eagerly. "Mom, that would be so awesome!"

Sheila slipped back onto the bed. "Well then, let's practice a bit. Here, get up on the bed and straddle me and put you cock on top of my tits, and I'll show you how it's done."

Marc took a moment before jumping on the bed to gaze down at his beautiful mother stretched out naked before him. He could not believe this was happening. At times he almost thought it was just some extremely realistic dream. If it was, he just hoped that he would never wake up!