Spying on Mom Ch. 03

Moving ever outward, his palms were now full of firm but pliant breast flesh. And then, and then - stiff nipples right at the sides of his hands, right in the crook between thumb and index finger! He sucked in his breath, fighting to control the churning in his balls.

"Just a bit more physiology, John," Marie managed, despite her needy nipples.

John silently cursed, but, well, she was his mom, and she could stop things at any moment, unlikely though it seemed. "Mmm?" he managed, his lips still working on her neck. His hands were now cupping Marie's boobs, her rock hard nipples burning into his palms.

"What does it tell you when you see, or feel, that a girl's nipples are hard?"

John paused, needing more blood flow to areas of his brain doing more than just processing his sense of touch. "Um - that you're - I mean, that she is 'excited?'"

"Often true, but don't jump to conclusions. If a girls is chilly, her nipples will also get stiff."

"Gosh, are you chilly, Mom?"

"Um - no, not really. In fact, let's get this blouse and bra completely off, alright? Suddenly, I'm very warm," she purred.

Alright??!! Although it meant leaving his Mom's nipples and boobs alone for a moment, John was anxiously helping Marie out of her clothes in a heartbeat.

When her upper garments had been tossed aside, John couldn't resist pausing, holding his Mom's shoulders at arm's length so that he could finally gaze at his mother's fully naked boobs, her ever so stiff nipples pointing at his own bare chest. "God, you're beautiful, Mom," he whispered.

The word "Mom" struck a nerve. Suddenly embarrassed at fully displaying her tits to her son, Marie reached out and pulled John into a tight embrace. Somehow, showing off her boobs, and even her nipples at the pool yesterday was more about exhibitionism - somehow less threatening, less private and intimate than allowing her own son to see her naked tits when it was just the two of them. "Brandi, lover ... Remember I'm Brandi. Depending on the girl and her level of experience, you might find that she's shy or a bit embarrassed when you finally get her top off."

But Marie's emotions were quickly forgotten as she processed the sensations coming from her swollen boobs as they pressed into her son's hard chest. With just a deep breath, she could feel her nipples sliding along his bare skin. And his long, hard dick was pulsing against her thigh.

John tried to process how his mom could be shy or embarrassed. He thought about how she had displayed her nipples to him at the pool yesterday and again this morning (could it really have been accidental??) and how far they had already gone today. He tried to work up a comment along those lines, but he thought better of it. Instead, he, too, took a moment to process the feeling of those firm pillows pressing into his chest, and of how awesome it felt knowing that his dick was pressing into her thigh. He began to move his hands up her sides again, closing in on the edges of those amazing boobs.

And Marie wrestled down her inhibitions once again. When she felt John's hands reach the undersides of her boobs, she closed her eyes and sucked in a deep breath, relishing the feel of a man's hands starting to cup her abundant, naked boobs as she simultaneously ground her crotch more tightly against her son's throbbing member.

When John reached Marie's ever so stiff nipples, they both sucked in their breaths, fighting to keep from losing control. There was so much more that both of them wanted.

After the short pause, Marie arched her torso away from John, allowing him more unfettered access to the globes of her breasts, the turgid points that were her hungry nipples. But no way was she backing away from contact with his dick.

John was beside himself with lust. Sure, he had held and played with his sister's boobs and nipples, but she had seemed to be the one in charge - he was only being allowed to satisfy Kelli's insatiable desire to have her nipples played with. But now, Marie was giving him permission to explore the fullness of her breasts, to play with her nipples on his own terms. He desperately wanted to look at her boobs, to kiss those amazing orbs, to suck her stiff nipples into his hungry mouth - but she continued to hold his head deeply into her neck. He contented himself with toying with her nipples, expecting that more - hopefully much more - was in his future.

And toy with her nipples he did. He rubbed those nips against his palms, he slowly used his index fingers to roll her nipples around in circles, he pinched those pylons between thumbs and forefingers, first gently, then a little more roughly.

"You've got good instincts ... Kenny, but ease up a bit on my nipples. I know some girls might like things a little rougher, but a little more gently would be good for me." She paused, then added, "Maybe we should move to my bedroom at this point," reluctantly backing away from contact with her son's hard, hard dick.

As Marie lay down on the bed, topless, John was once again captivated. Her breasts wobbled delightfully as she lay down, then came to rest with stiff nipples pointing to the ceiling and only a slight sag of boob flesh oozing left and right - but that sag only served to create an awesome sideboob look. Marie's long hair framed her pretty, smiling face as she held her arms out, whispering, "Lay down beside me, Kenny, and let's pick up where we left off. I'm thinking that you want more time to explore my boobs, and that's always a good place to start with Brandi or whoever."

"M ... Brandi, you look amazing!" John murmured as he lay on the bed next to Marie.

"Compliments are always nice," Marie cooed.

Now, finally, John had an up close and very personal view of Marie's swollen boobs and stiff nipples, and an open invitation to "explore." Leaning his head on his right hand, he placed his left on Marie's ribcage, a little below her left boob. He slid his hand north until he reached the rise of breast flesh, then slowly slid his hand up and out compressing her boob a bit, causing her tit to rise ever higher, her nipple now pointing a bit more toward her head.

"Your breast is so soft, but firm at the same time - your boob feels - divine I guess is the right word. And it's so much more than a handful," he enthused.

Marie was watching John's face, and his adoration of her boobs was written in the soft smile, the wide eyes, the oh so evident pleasure he was getting from just cupping her one boob. It had been so long since anyone had looked at her breasts that way that, even though he was her own son, she felt suddenly proud of her tits - and she also felt a warmth and wetness down below. Unconsciously, she began to press her thighs together, moving them slowly back and forth to massage her clit. She wondered when he would get to her nipple.

She didn't have to wait long. John lifted his hand free of her bosom, which quickly settled back to its rest position, and then, very delicately, he brought his index finger straight down on the end of her left nipple, which seemed to strain upward even more at its approach. Even though Marie had been watching her son's finger descend on her turgid nipple, the eventual contact brought a sharp but quiet "Oh," from her lips as she turned her head away, and a flush ran through her body.

"That couldn't have hurt, could it, M... Brandi?"

"N... no, I'm alright, Kenny - I guess I'm really immersing myself in my character is all. Keep ... keep going."

"Good, because I really want to play with your nipples for a while - if that's alright."

"Good - good foreplay, Kenny. Girls like it when you take your time adoring their bodies."

With that, John returned to his close examination of his mom's nipple. He pushed gently down on the throbbing nubbin, marveling at how her nip held its shape as the surrounding breast flesh indented in response to the pressure on the nipple. "Amazing ..." John murmured.

Then it was John's turn to jump as he felt his mother's delicate hand rub gently over his throbbing cock. "Just staying in character, Kenny. At this stage, you can expect a girl to want to touch you as well," she continued, as she turned her hand around to caress the entire length of his long, hard, twitching dick. "Mmm ..." Marie hummed, surprised when she realized that she had verbalized the thrill she was feeling. She wanted him to fill her pussy so badly - but delaying that eventuality added to the spice of the moment.

"Um - okay, Brandi - just ... just take it easy," John replied as he felt some precum ooze its way down his urethra.

John did his best to ignore the amazing feel of his mom's gentle touch on his sensitive dick - he was too high already. Instead, he focused on the equally stimulating sight of his finger as he tried pushing Marie's nipple from side to side, then around in a circle. Her nipple was so stiff that no amount of pressure could alter the pillar-like shape of her nip; rather, the flesh of her areola and bosom absorbed the push.

Then, from the corner of his eye, he caught the motion of his Mom's right hand as it rose from her side to cup her right breast, lifting it higher toward the ceiling. The nipple on that boob was just as stiff as the nip he was already playing with. It dawned on John that "Kelli" must be feeling such a sense of excitement that she couldn't resist further stimulating herself. He remembered watching Marie through the window bringing herself to nipple orgasms as he and Kelli had fucked outside. It raised his level of eroticism to realize that she was that hot - and all due to him!

As Marie closed in on her right nipple, John spread his fingers and gently rubbed the ends of his four fingers back and forth across her left nipple, concentrating his mind on the sensations from each finger pad in turn, feasting his eyes on his Mom's nipple as it emerged between his fingers. Marie, he noticed, was mirroring his maneuver. Her left hand, while now firmly griping his dick, was blessedly still as, it seemed, Marie was focusing on the sensations from her nipples. Her eyes were now closed, and John noticed that her mouth was open and that she was breathing even more heavily.

John couldn't believe how hot she was, and how erotic it was to have his mom holding his dick and playing with her right nipple while he toyed with the left nip. Out of the corner of his eye, he noticed that her right leg was raised and that she was rocking it back and forth; was she rubbing her clit with that maneuver? John's dick twitched again at the thought, and more precum escaped. In answer to the twitch, Marie gave his dick a harder squeeze. "Easy ... Brandi. I'm pretty close."

"You feel so good, Kenny - and so big and hard," Marie replied softly, although she did ease up on her grip on his cock.

"And your boobs and nipples are incredible, Brandi. I love watching you play with your nipple - that is so hot." John wanted to move on to kissing his mom's boob, but he also wanted to watch as he moved on to the next phase of manual nipple play - pinching, squeezing, and pulling on the turgid nip. He loved that even her areola and part of the white portion of her boob was crinkled up. And for sure, she wasn't cold!

Using his thumb and first two fingers, John gripped her nipple and gave it a squeeze while twisting and pulling it up toward the ceiling. Her boob followed the nipple, becoming more cone shaped - and Marie worked on her other nip in parallel fashion. Marie could feel the tension in her body rising, her pussy pulsing in anticipation as she felt a nipple orgasm building. How would she handle that moment, she wondered. And how would John? Me having a nipple orgasm would be quite the surprise for John. [Not!] Better let go of that dick now, she thought with some remorse. She didn't want to inadvertently push John over the edge, too. She wanted to feel him planting his seed deep in her pussy, not on the inside of his swim trunks!

John pulled up harder on her nipple as he tightened his grip, the areola elongating along with the nipple. Then, as had to happen, her nip slipped from his grip, causing her boob to collapse downward, and then rebound up again, bouncing twice before settling into its normal, well rounded shape. A millisecond later, Marie pulled harder on her right nipple causing that nubbin to slip free as well. And when that happened, so did the nipple orgasm that had been building. She closed her eyes, bit her lip, turned her head away from John, and squeezed her thighs together while muffling an "Oooohhhh, my god," as the nipple orgasm washed over her.

"Jeez, M ... Brandi - did you just have an orgasm from the two of us playing with your nipples?!" John had noticed that Marie had released his dick, and was thankful for the fact as he had had to suck in his breath and will his sperm back down, so erotic was the sight of his Mom having a nipple orgasm, right before his eyes, no less.

Marie took a few moments to calm herself, although her hand had gone back to cupping her abundant right boob, a finger slowly moving out to once again toy with her nipple. "Yes - Kenny, I just had what you'd call a 'nipple orgasm.' You should know that not many women will react that way, although playing with a girl's breasts and nipples will definitely heat her up."

"But you're back to playing with your nipple," John observed, as he followed suit on her left nip. "When I ... um ... when I have an orgasm, I'm pretty much done, at least for a while."

"Right. One of the great things about being a woman is that most of us can be 'multi-orgasmic' - we can have an orgasm and still be high and anxious for more," she continued, once again searching out and finding her son's rigid tool.

"Wow - wish I could do that," John marveled as he watched his Mom's nipples rebuild to fully erect as Marie continued to toy with her right nip and his stiff cock. But he had wanted to suck on his Mom's nipples for so long that he couldn't wait any more, blurting out, "Can I kiss your breast now? And your nipple?"

Still working to maintain the teacher role, she replied, "It's always good to ask, Kenny, but yes, I want you to do that - kiss my bosom, and lick and suck on my nipple. And at this stage, you should feel free to put your hand on your girl's thigh and see how far you can get. She may push you away - or not - but you can keep trying so long as you don't force things."

John, trying to take this all in, gently placed his right hand on Marie's left thigh, a few inches above her knee. Her flesh was so warm and soft! He started a slow circling motion and was rewarded with a gentle squeeze on his very hard, very sensitive dick. His mouth was now inches from his Mom's glorious boob, but he had to hold off from kissing that luscious mound until he had regained control. Her thigh felt great, but he really wanted to kiss her boob.

Marie sensed the problem and kept the hand on his cock still - she also really wanted him loving up her bosoms - it had been so long since a man had licked and suckled at her sensitive tits and nipples that she could hardly stand it. But she waited, anticipating another glorious nipple orgasm while reminding herself that she would need to release her son's cock before it happened, since her other goal was to feel him explode inside her. Deep, deep insider her, and definitely not in his swim trunks.

And then, his lips met her swollen left breast - on the underside of her tit, some several inches away from her hungry nipple. She reacted involuntarily, sucking in a deep breath, forcing John to keep up with her retreating boob. Her breast was gloriously warm and soft, and when she exhaled, her boob came back down, a pillow of tit flesh that piled up on his right cheek. He kissed and licked her boob, reveling in its glorious feel as he reminded himself that this was his Mom's tit that he was kissing. The naughtiness of it all was almost overwhelming, and he paused while another wave of contractions coursed through his dick.

Then he remembered that his left hand was on his mother's thigh. It had gone still while his mind focused on her bosom, but he now began rubbing her leg again, moving his hand in slow circles that edged ever higher and ever deeper in between her legs, which, it seemed, she had spread in what he guessed was an open invitation to move higher. Out of the corner of his eye, he could see that Marie had intensified the action on her right nipple, pulling it upward and twisting her enlarged nip. God, was he in heaven! And so, it seemed, was she - amazing!

Then he looked north, and there was her left nipple, a pillar in profile against an out-of-focus background, and John began a slow ascent up Mount Bosom, kissing, licking, and nipping at Marie's breast flesh as it rose and fell at an increased rate with her breathing.

When his tongue reached the edge of her crinkled areola, he pulled back to enjoy this erotic and previously forbidden view (well, a voyeur's didn't really count) of his mother's so very stiff nipple. Marie, who was beside herself in lust and anticipation, gazed down at her son's handsome face and willed him to descend on her waiting nipple. She knew that the first touch of his mouth would trigger another nipple orgasm, which she desperately wanted, so she released her grip on John's cock to reduce the chance of him coming prematurely should she squeeze him by mistake.

But just then, John's left hand, which had been moving up under her very short skirt, encountered her hairy pubic mound, and a realization burst through the lust and desire to suck on her nipple - "Jeez, Mom," he said, forgetting the role playing, "you're not wearing any..."

"Right - no panties, John, I was anticipating playing the role of a girl anxious to have sex with you. Now, please kiss my nipple," she could not help from saying, "and be ready for me having another nipple orgasm."

With that, John opened his mouth and closed his hot lips around one of the two stiff nipples that had filled his visions and fantasies for the last day or so. (In fairness to Kelli, his mind was full of visions of her nipples as well - but even when he was with Kelli, thoughts of his Mom's nipples had edged in on occasion.)

And as predicted, Marie moaned and spasmed, as hot waves of erotic feeling flashed from her left nipple to her right nipple. She pulled on that nipple frantically while neural signals spread like wild fire down to her sopping pussy, which bucked against John's hand as she tried, with some success, to push that hand down into her lady parts with her legs. John got the idea, and started to work his fingers over her moist clit, eliciting another guttural moan from his Mom.

But while John had pulled away from her left nipple to appreciate how her orgasm washed over her, one taste of nipple was not enough. Not by a long shot. Without waiting for a prompt, he lowered his mouth onto the now wet, pulsing, and very stiff nipple, sucking the delicious nubbin into his mouth and gently biting down with his teeth, rubbing the end of the nipple with his tongue. "Oh, John," Marie exclaimed, forgetting all about "Kenny" in her frazzled state, "that feels so good."

Marie knew at some level that having her grown up son suckling at her nipple was not something the bar would approve of, but god, did it feel amazing! And there was no going back. John clearly wanted to suckle her nipple, and having her nipple loved up by a man was an experience that she had denied herself for too long. She reached out and touched his cock, still encased in his swim trunks, and thought about next steps. But only in a vague way, as she felt yet another nipple orgasm building.