Looking back I guess that everything started about three years ago when my dad bailed out on my mom and me. My mom, Ellen McAfee, and my dad were college sweethearts and were married shortly after they graduated from state university then about nine months later I showed up on the doorstep. My name is James and today I am a fifteen-year-old sophomore in T. R. Roosevelt high school in a middle-sized community in Middle America. I can still remember back to the tough days after dad had left; mom started working longer and longer hours and even piled up as much overtime as she could to help keep the bills paid and us with a roof over our heads. I even pitched in taking a paper route to chip in some money. I don't remember exactly how long it was after dad left but it wasn't too long before my mother approached me about brushing her hair. I was just twelve at the time and it was almost time for me to go to bed. I was sitting on the couch looking through a comic book and watching one of my favorite television shows, although it was a re-run.

"James honey, can I ask you a favor?"

I looked up from my comic book. "Sure mom —what do you need?"

"Well, your father used to brush my hair every night before I went to bed ... and it's so thick and curly that if I don't get it brushed properly ... well I'll have the devil of a time with it the next morning. Would you mind honey, it'll only take a few minutes?"

I really didn't want to but she was my mother and there wasn't anyone else to do it. "Sure mom, no problem. You'll have to teach me what you want though." And that was the start of it all. I really didn't think much about it; after all I was just brushing my mother's hair. After that it became a nightly ritual and sometimes she would be sitting at her dresser in a nightgown and sometimes in her pajamas and once in a while she was just wearing her bra and panties ... still I didn't think anything about her being dressed that way — after all, it was just mom!

Two year later when I turned fourteen my thoughts about girls started to change. The guys all talked about girls and I was starting to think about dating, and, of course — feeling them up and with any luck getting into their pants! Still my mom was just that - my mom ... at least that was the case until one of my friends mentioned to me how lucky I was to have such a hot mom. A hot mom? WTF? I can still almost remember his exact words..."My God James, no offense meant buddy, but you mom is so hot and she has a great set of tits! Jesus I would pay money just to get a glimpse of those babies."

That night when I stood behind my mother brushing her hair I glanced down at her breasts and saw my mother in a whole different light. Although she was just wearing an old cotton nightgown and you really couldn't see anything other than the outline of her breasts on the front of the gown, I mean you couldn't see her nipples or anything like that but I guess it was different because suddenly I realized that she was naked underneath her gown and with that knowledge came the idea of trying to figure out some way to really see her breasts.

Two nights later when I went into her bedroom to brush her hair she was still dressed in her work clothes; a blouse and skirt, and as we walked over to her dresser she sat down on the bench seat and began to unbutton her blouse. My eyes grew wider and wider as each button popped open and when she took it off and tossed it into the dirty laundry she was sitting there in just her bra, well you can imagine the blood rushing to my cock. She was wearing a black bra, which didn't show much skin, I mean it completely covered her breasts but still there was enough of her showing that I felt myself getting even hard as I brushed her hair. I think mom knew something too because she reached up and grabbed my arm and stopped me from brushing.

"Are you okay honey?"

"Uh ... yea mom ... why?"

"Well ... you just look a little pale, that's all. I'm not embarrassing you by sitting here in my bra, am I?"

I gulped, then hemmed and hawed out an answer. God, I didn't want her to stop having me brush her hair and I really didn't want her to think I was ogling her ... which I was. "Uh ... no, not really mom, I mean, I'm okay ... maybe just a little tired, that's all."

"Well okay then. Look honey why don't you stop for the evening, I mean you're almost finished anyway. Go to bed and get a good nights rest."

Thank God she wasn't suspicious. "Okay, thanks mom." When I retreated into my room I quickly undressed and slipped under the covers and jacked off thinking about my mom's tits! When I finished cuming I cleaned up the mess and curled up on my side and thought about someway to see mom's breasts no matter what the cost. Before I finally fell asleep a plan had formed and by the next morning I knew that it would work, it just was going to take some time to make it happen.

When I woke up I laid in my bed and waited for mom to take her shower. That was the plan, she would shower and while showering she would wash her hair and in doing that would have her eyes closed when she rinsed the shampoo out of her hair. At that exact moment I would ease back the shower curtain and take a picture of her with my cell phone and ... presto, I would have not only seen my mother's breasts but I would have a picture of her too. I was thinking about that possibility when there was a soft knocking on my door.

"James? James honey, time to get up and get ready for school!"

"I'm awake mom; I'll be out in a minute." I called back. I got up and walked over to her door and waited until I heard the shower running then I snuck into the bedroom and peeked around the corner and into the bathroom but mom wasn't washing her hair that morning, she was just showering. Damn it anyway! I did watch her shadow behind the curtain and marveled as her breasts swung back and forth as she washed then she turned off the water and reached out and grabbed her towel and I left the room.

Each morning I would start my day the same way, waiting until I heard the shower running and then sneaking into her room and waiting by the bathroom door until I thought she was shampooing her hair. I would ease open the door and peek inside and if she was shampooing her hair I was ready to make my move. The first few times were completely unsuccessful opportunities although I enjoyed seeing her shadow on the shower curtain. The first time she washed her hair and I actually went over to the shower curtain and I almost got caught red-handed. I had eased open the curtain but I guess mom heard me in the room because she called my name.

"James ... is that you honey ... what do you need?"

I stumbled through an apology and said something about needed a clean towel and apparently she believed me because she never said anything about it again. It took me three days to screw up my courage to try it again and this time I was too late because she had already rinsed her hair. Damned, double-damned!

A week later I was finally successful. I snuck into her room and saw that the bathroom door was already open. When I peeked around the corner I could see mom's outline through the shower curtain and saw that she was washing her hair. I stood as still as a rock and waited. I closed my eyes and I could imagine what she was going to look like naked. When she bent her head forward and put it under the running water I slipped over to the shower and as gently as possible pulled back the shower curtain so I could see inside. My cell phone was ready but I sure as hell wasn't! I looked at her naked body and was stunned to realize that my friends had been right all along, God she was beautiful! Standing there, bent slightly forward, her breasts swaying back and forth as she ran her fingers through her hair rinsing out the shampoo. She had dark brown areolas and her nipples seemed like the size of a number two pencil like I used in first grade! As I looked down her body my eyes focused between her legs. Her pubic hair was wet and matted against her skin and I could just make out her pussy lips, watery and open and I wanted to reach in and touch her, but that wasn't going to happen. Mom continued to rinse her hair and I quickly took a picture then closed the curtain and left the bathroom. Back into the safety of my own room I opened my cell phone and looked at the picture. It wasn't the best quality picture but it did show her tits and part of her face and I could almost see her pussy. I was so hard I couldn't believe it and I lowered my pants and grabbed my cock and as I looked at the picture of my naked mother, I jacked off until I shot cum allover my hand and the floor.

I went to school and looked at mom's picture at every opportunity but I made sure that no one knew what I was looking at. That afternoon, after school, I transferred the picture to my computer and printed a copy of what I now thought of as 'the picture' and hid it under my mattress. That night when I was brushing mom's hair I closed my eyes and could just imagine her tits even though she was wearing a pair of old pajamas and nothing at all was visible, not an inch of skin, but I didn't care, I had my picture to look at. A few months passed and I still kept the picture all to myself then one afternoon I was with a bunch of friends and we were all talking sex and girls and one guy tells us that he is jacking off with his sister's panties and for some reason that seemed like a great idea to me. When I got home from school I knew that I had a couple of hours before mom came home and I took that opportunity to look through her dirty laundry hamper. I found a lot of panties I could use but I finally settled on a nice pair of black panties and stuffed them into my pocket and left and went to my room and hid them under the mattress with my picture. That night after I finished brushing mom's hair I went into my room, undressed and slipped under the covers and for the first time I used her panties to jack off with as I looked at her picture ... God what a thrill!

Almost a year had passed since I took the picture and I fell into a routine of brushing mom's hair and then jerking off into her panties. Usually I would only cum once or twice in her panties before I would hide them in her dirty laundry and take a new pair. I never gave a thought to the fact that mom might suspect anything; I mean she never said a word to me that might even hint that she knew what I was doing.

The other thing that happened during that year between 14 and 15 was mom started dating. It wasn't very often, maybe once or twice a month, and it had never been the same guy and she didn't seem like she wanted to marry any of them but it dawned on me that my mom needed a life that included the opposite sex too. It was actually kind of funny because I had never thought about mom actually having a sex life, I mean other than the fantasy one of me fucking her. Then last Friday night something happened and nothing will ever be the same again.

It was Friday afternoon and I was home from school and I knew that mom was going out on a date with some guy she had met at work. When she got home she barely said hello to me as she raced up to her room and took a quick shower and changed clothes and then came back down to the living room. I was sitting on the couch watching TV and when I looked up mom was standing there smiling down at me like an angel.

She twirled around. "Well honey, what do you think?" She asked.

She was wearing a short red dress, maybe down to mid thigh, and it showed off her legs to her best advantage and there was just a hint of breast from the 'V' in the front of her dress but the way the dress fit her anyone looking would know that she had a great set of tits. She wasn't wearing pantyhose and her pale white legs looked nice against the red color of the dress. In short, she looked spectacular! "Jesus mom, you look great!"

"Why thank you James, that was very nice of you."

She smiled at me and then leaned down and gave me a peck on the cheek. When she bent over I had a perfect view down the 'V' of her dress and I could easily see her bra and the swell of her breasts as her bra gapped open. I smiled up at her. "You're welcome mom." Just as I was daydreaming about her tits the doorbell rang and mom stood up and walked over and answered it. The guy came into the house and mom introduced me to him as John, then they left for the evening.

"You have a nice night honey and there is plenty of food for you in the refer." She reached into her purse and pressed a twenty-dollar bill into my hand. "If you want to order a pizza, go right ahead honey, it's alright. I expect to be home around midnight, so you don't have to wait up for me."

I tried to give her the twenty back but she shook her head and refused to take it. "Aw mom, I don't need a pizza and beside, there is a lot of other things you can do with twenty bucks besides letting me waste it on a pizza."

She patted my head. "I appreciate that James, but you keep it just incase."

And with those words she and John were out the door and gone. I scrounged around for some food, ate some leftovers and watched a couple of shows on television then put a movie in the DVD and watched that too. I looked at the clock and saw that it was already 11:30 so I figured that mom would be home pretty soon. I was restless and I walked around the house turning off all the lights then I sat down in the dark and thought about mom's date. To be honest I was concerned about John; he looked to be a lot younger than mom although he seemed nice enough ... but I really didn't want someone moving in with us. I was still thinking about that when I saw the reflection of headlights pulling into our driveway. The house lights were out so I figured that they would think I was already asleep and I stood in the kitchen and waited for mom to come into the house. When she didn't I went into the dining room and peeked out through the drapes to see what was going on outside. I really didn't want to be spying on them but I did want to see what was going on and to my surprise I saw that mom and John were in an embrace, her head leaned back on the passenger seat while he kissed her. As I watched his lips seemed to be everywhere; on her lips, on her ear and on her neck. It was a nice night and the dining room window was slightly open and I could hear them talking in the car.

Mom turned and kissed John back then said, "Oh my God John, you feel so damned nice and it's been a long time for me..."

I saw his slide down over the swell in her dress that were her breasts, squeezing them as he kissed her back. Mom began squirming around in her seat and then John pulled her onto her left side and slipped his hand inside the 'V' of her dress and, I assume, inside her bra.

"My God Ellen you nipples are so damned hard. God I want you so bad!" He pushed the right side of her dress off her shoulder then slipped her bra strap down too and I could see her breast as it popped into view. Christ were they going to fuck right there in the driveway? My mom moved in her seat, took his hand and moved it away then pulled her bra and dress back up.

"Not here John, maybe later but not here in the driveway."

He didn't say anything but I saw his hand change directions and slip under the hem of her dress and move up towards her pussy. Mom lifted her butt in the air and I think he had his hand in her panties then suddenly she sat up and pushed his hand away.

"John, Goddamnit-stop! I said not here and I meant it!"

"Jesus, Ellen why not? The house is fucking dark and there's no one around to see us."

Because this is my house and my 15-year-old son is inside. What would he think of his mother if he looked out the window and saw you molesting me ... and knew that I was enjoying it? John, maybe next time we can go to your place and I'll do anything you want, believe me I will, I need to get laid more than you do!"

I couldn't believe my mom actually said that, that she actually told him that she needed sex!

"FINE Ellen, just fucking fine but if I don't call you don't be fucking surprised."