"Wake up honey, it's almost noon."
Mark could hear knocking on his door and his mothers voice. He woke up with his usual morning wood trying to free itself from his briefs.
"Give me a few minutes mom." Mark replied.
Shelly knew that he would go right back to bed, so she opened the unlocked door and walked in his bedroom. The sheets only covered her son from the waist down, exposing her sons athletic body.
"Wake up honey, I want to take you shopping for some new clothes, you start work soon and need new pants and dress shirts."
Mark was surprised when his mother walked in, he was just about to take care of his throbbing cock. He couldn't believe what she was wearing either, she had on only a long shirt that went down to her thighs. He imagined what she had on under it. At only 39 years old with a banging body, his mom was a definite "MILF."
"Oh mom, I don't know about going shopping today, I had a long night last night."
"Don't be such a baby, it will be fun shopping with your mommy!" Shelly said as she sat down on Mark's bed.
Shelly moved her hand up and down Mark's rock hard stomach. "Come on, let's go! I'm offering to buy you new clothes!"
The way Shelly was sitting, Mark could see her pink panties she was wearing under the long shirt. His cock twitched.
"Okay, Okay, give me 10 minutes mom." Mark Said.
"Yay, I can't wait to go shopping with my baby boy." Shelly said excitedly.
As Shelly was leaving her sons room, she decided to pick up his dirty clothes on the way out to do some laundry.
Mark looked in disbelief as his mom bent down to pick up his clothes, she must not have noticed that her amazing ass was now completely visible to him. She had on pink Brazilian undies, and her tight ass looked amazing in them.
As soon as Shelly left the room, Mark pulled out his thick 8 1/2 inch tool and stroked it furiously. Imagining his mothers amazing body the entire time, it didn't take him long to finish.
Shelly was in her room trying to decide on what to wear. She looked in the mirror at her naked body and liked what she saw, at age 39, she was in the best shape of her life. She decided on an outfit and went downstairs to make breakfast.
Shortly after, Mark came downstairs and was once again shocked at what his mother was wearing. She had on a very low cut tank top that showed off her amazing tits.
"I made us some breakfast." Shelly said as she placed the plates on the table and sat down.
Mark was trying to eat his food, but his eyes and mind just kept wandering to his moms amazing breasts.
Shelly could clearly see her son checking out her breasts, and was really enjoying the attention. She knew it was wrong to tease her son, but she loved knowing that she could still turn on a 21 year old.
They finished their breakfast and made their way to the mall.
Mark had another throbbing erection from looking at his mother's tits, so he quickly moved his erection straight up under the elastic part of his briefs as he exited the car.
Shelly noticed her son making some adjustments in his pants and wondered to herself if she had given him an erection. She giggled to herself.
They made their way to a men's clothing store which had nice dress pants and shirts.
Mark pretty much just followed his moms lead as she made her way around the store.
"How about these honey?" Shelly said, holding up a pair of dress pants.
"Those are nice mom." Mark said, not really caring what he bought, he just wanted to go back home, as he hated the mall.
"Okay, I'll buy these then, what size are you?" Shelly asked.
Mark really had no idea what size he was now, it had been awhile since he got new clothes.
"I'm not really sure mom." Mark said.
Shelly figured that her son would have no idea, she bought all of his clothes for him and it'd been awhile since he got new ones. And with his new athletic build, he was certainly a different size.
"Well then, I guess you are going to have to try on some different sizes." Shelly told him.
Mark really didn't feel like trying on clothes, but had to agree at this point.
"Okay, fine." Mark said disappointingly.
Shelly handed her son three different sizes to try on and led him to the changing room.
Mark entered the changing room and took off his jeans, his throbbing cock was still trying to make its way out of his small briefs. He tried on one of the sizes and felt that it fit pretty well.
"Okay mom, this size fits, I think we should buy them." Mark yelled to his mom.
"Nonsense, I know you just want to get out of here fast, let me come in and make sure." Shelly replied.
Mark knew there was no point in arguing with his mother, so he opened up the door and let her in.
Shelly looked her son over and inched closer to him, she placed her hands on the front of his pants and pulled them up. She watched as the slid back down.
"Nope, these are too big for you, try on the smaller size". Shelly picked up the pants and handed them to her son.
Mark was waiting for his mother to leave the room, but instead she sat down on the bench and waited for him to try the next pair on.
"Hey mom, you think you could wait outside?" Mark asked nervously.
"What's the big deal, you have underwear on, right? Let's get on with this." Shelly replied.
Mark knew there was no way out of the situation, he embarrassingly unzipped his pants and let them fall to his ankles.
Shelly couldn't believe what she saw, she could clearly see the outline of her son's massive cock stuffed in his tiny briefs.Shelly sat there in awe, her eyes glued to her son's midsection. She looked up at her son, and his eyes were staring right into hers.
Mark had never been so embarrassed in his life, he knew his mother saw the outline of his cock. He wondered what she must be thinking right now, probably that her son is some pervert that gets erections for his own mother. Mark nervously slid the next pair of pants up and around his waist.
"These feel pretty good mom, let's buy them and get out of here." Mark said anxiously.
"Yea, that's what you said last time and they didn't fit at all, let me make sure again." Shelly told her son.
Shelly didn't know what came over her, she didn't care at all if his pants fit or not at this point, she just wanted to get closer to her son's throbbing cock.
Shelly approached her son and placed her hands down the front of his pants and pulled them up, just like last time. This time was different though, she made sure to brush her fingers against his erection as she pulled his pants up.
The feeling of his mom's fingers brushing up against his cock sent shivers up his spine. Mark couldn't believe what just happened. He hoped that his mother didn't realize what just happened.
Shelly couldn't believe what she had just done, she kept telling herself that it was wrong to do, but it'd been years since she had felt a hard cock, so long that she forgot what it felt like.
"Alright honey, those fit perfectly, take them off and you're nice mom will go buy them for you." Shelly said, sitting back down on the bench.
Shelly knew that she was torturing her son, but she just had to get another glimpse of his manhood.
The day just kept getting worse for Mark, he thought it was all over, but he was once again going to have to pull down his pants in front of his own mother. Unfortunately for Mark, he still had a full blown erection. There was no way he could get rid of it while his mom's tits were bursting out of her top.
Mark thought to himself "Oh well, better get this over with" unzipping his pants and sliding them down to his ankles.
Shelly watched as the outline of Mark's erection came into view. Her eyes traced down the outline of his hard shaft, right down to the plump outline of the head. She fought back the urge to pull his briefs off and let his cock loose. She imagined all of the things she could do with such a large cock. Her fantasy was interrupted when her son handed her the pants.
"Thanks honey, I'll go pay for them." Shelly got up to leave the room, taking one more glance at her son's outlined cock.
As soon as his mom left the room, Mark pulled his cock out of his briefs and started to stroke it. He didn't care if he made a mess in the changing room, he needed to take care of his problem immediately. All that he could think of while jerking off was his mother, at first he was embarrassed that his mom saw his erect cock, but now it was turning him on thinking about it.
"Hey Mark, I'm ready to go, what are you doing in there?" Shelly knocked on the door.
The sound of his mothers voice startled Mark, he was so deep in his fantasy that he forgot he was in a store changing room.
"I'll be out in a sec mom." Mark yelled.
Mark was frustrated, he could have finished if he had a couple more minutes, he quickly stuffed his cock back in his briefs, put on his jeans and opened the door.
"I was thinking, I need a new bikini and we are already at the mall, so do you mind if I buy one now?" Shelly asked her son.
Shelly did in fact need a new bathing suit, but she also wanted to continue to tease her son.
"Umm sure, that's fine with me mom." Mark replied.
Mark almost fainted when he heard his mom, he was excited but terrified at the same time. He wasn't sure how much longer he could last, he could feel pre cum sticking to his briefs.
Shelly led the way to her favorite store, Victoria's Secret.
When Mark saw his mom stop and turn in Victoria's Secret, he felt like he was in a dream. Was his mom really going to buy a bathing suit from here?
Mark followed his mom as she made her way to the bathing suit section.
Mark looked over the bathing suits and couldn't believe that his mom was about to buy one of them. Most moms wouldn't dare buying a bikini from Victoria's Secret, but Mark knew his mom wasn't your everyday mom.
Shelly rifled through the bathing suits until she found the perfect one. A small red bikini that shows a lot of skin. She grabbed it and made were way over to the changing room.
"I'll be right back sweetie, I think I found the perfect one!" Shelly said, making her way to the changing room.
Mark had to do a double take, did his mom really just grab that tiny red bikini? He sat outside the changing room and waited for her to come out. He figured there was no way she could fit her tits in that small suit.
"Honey, I think I need your help with this, could you come in here for a minute?" Shelly yelled out to her son.
Mark was surprised by the question, what could she need help with?
"Sure, be right in mom." Mark yelled back.
Shelly didn't really need help, but she felt that it was the perfect opportunity to tease her son a little more.
Mark opened the door and froze, his mother was standing there with the bottom half of the bikini on, but her hands wrapped around her breasts holding the top half.
"I need you to tie it for me, I can't get it." Shelly asked.
"Okay, no problem mom." Mark said nervously.
Mark made his way behind his mom, and was amazed at what he saw. It wasn't a thong bikini, but most of her unbelievable ass was visible, it didn't cover much. The changing room was small, and Mark had to brush up directly behind his mom to squeeze in and get in position to tie the bikini.
Shelly made sure she was facing the mirror so her son could see her front side in the reflection, she planned it out perfectly. She could feel her sons erection against her ass, she couldn't believe he still had one. She started to feel a little bad about teasing him, but was having way too much fun.
Mark kept glancing at the mirror while tying the string, seeing his mother holding her breasts was an image he will never get out of his mind.
"Okay mom, I think it's tied now." Mark told Shelly.
"How does it look?" Shelly turned around and asked.
Mark was only inches from his mom, his body almost touching her breasts. The bikini was struggling to support her breasts, it must be just big enough to cover her nipples.
"Wow mom, it looks amazing." Mark said in awe.
"Thanks honey, can you help me untie it and then we can go back home?" Shelly asked, turning back towards the mirror.
Shelly made sure to inch a little closer to her son as she turned around, so her ass was once again brushing up against him.
Mark untied the strings and the top half of the bikini fell to his moms hands, which were once again barely covering his mothers breasts.
"Marky, sweetie, could you pick up my shirt for me and hand it to me?" Shelly asked teasingly.
Her top was on the other side of Mark, so he had to reach around her to grab it. His throbbing cock pushed harder into his moms ass as he did this.
"Here you go mom." Mark said, handing the top to his mother.
Shelly's hands were already full, so she just barely grabbed a hold of the top using two fingers.
Shelly decided she'd let her son see even more of herself. With one swift motion, she let go of the bikini and put her top on over her head.
Mark, still standing directly behind his mother, was looking straight into the mirror as she did this and got a perfect picture of her exposed breasts for a few seconds. When he saw his mothers eyes looking at him through the mirror, he looked away, hoping that she didn't think he was peeping at her.
Shelly giggled to herself, her plan worked perfectly. She didn't want to make it too obvious, so she decided not to change her bottom half in front of him.
"Okay honey, I think that's all I needed you for. I'll meet you at the counter and then we can get going." Shelly said.
Mark just nodded his head and walked out the door, too stunned for any words.
As they made their way to the car, all Mark could think about was going in room and jerking off to his mother.
The car ride was silent for the most part, Mark with only one thing on his mind, and Shelly questioning her most recent behavior. Shelly was fighting with herself, should she continue to mess around with her son? Or should she put a stop to it immediately?
Shelly turned to her son, placing her hand on his thigh, almost directly on his erection.
"Now that I got a new bikini, how about we hit the beach next weekend?"
Her decision was made.Almost a full week had passed since the shopping trip to the mall, things had been quiet around the house since then, but that quickly changed.
Shelly quietly opened the door to her son's room, peeking in at her sleeping son.
"Honey, it's time to wake up."
No response
Shelly walked over to the bed and looked in awe at her sons magnificent body. He was shirtless with only a pair of tight briefs on, the sheets only covering his legs.
She gently caressed his chest, "Mark, wake up sweetie."
Mark slowly awoke from his slumber, his eyes focusing in on his beautiful mother standing in front of him. She was bending over and he had a nice view down her tank top.
"mmmm, what time is it?"
"9:00 AM, I thought we should get to the beach early today."
Mark was out partying the night before, and had completely forgotten about the beach plans..but he didn't want to disappoint his mother.
"Sounds good mom, I'll meet you downstairs."
Shelly got up to leave the room, taking one more glance at her son's body, her eyes traveled down to her son's bulging briefs. "My God, just how big is my little boy?" Shelly thought to herself.
Mark hopped in the shower and immediately started to stroke his hard cock, he couldn't wait to see his mom's amazing tits in her new bikini.
Mark finished his shower and walked into the kitchen, Shelly was standing there waiting. She was wearing tiny jean short cutoffs with a white button downed shirt tied around her bikini top.
"I'm so excited, it's been along time since I've been to the beach with my baby boy!"
"Yea it should be fun, beautiful day too."
The two of them got in the car and drove off to the beach.
They got out of the car and made their way to the beach.
"Wow, there is no one else here!" Shelly said.
"I can't believe it, you'd think it would be packed on such a nice day." Mark said.
"Well, this is perfect, me and you have the whole beach to ourselves!" Shelly exclaimed.
They set their towels on the sand and got ready to relax. Shelly watched as her son took off his shirt and threw it aside. His hard body looked great under the sun. Her pussy tingled.
Shelly stood up and slowly unbuttoned her shorts, seductively stepping out of them, revealing her little red bikini top. She then slowly untied her white top, revealing her tiny bikini top.
Mark watched his mother through his sunglasses, in absolute awe of hot stunning she looked. He could already feel his cock start to grow.
"Okay Mark, control yourself, remember that she is your mother." Mark told himself.
"Hey sweetie, could you put the lotion on for me, I'd hate to get burnt out here."
Mark took a gulp. "Oh umm..sure mom."
"Thanks sweetie."
Shelly rolled over on her stomach.
Mark sat down aside his mother and squirted the lotion on her back, rubbing her down with both hands. His hands slowly moved further down her backside, inches away from her ass now.
"Mark sure you get any skin that is exposed, the sun is really hot today."
"Okay mom."
Mark squirted some more lotion in his hands and moved down to her ass, most of which was exposed. He rubbed up and down her beautiful ass, he couldn't believe he was doing this. He then worked his way down her thighs and finished up with her feet, gently massaging them as he rubbed the lotion in.
"Okay, I think you should be safe from the sun now."
"Could you be a doll and get my front as well? My hands are covered in sand now."
Mark was shocked, did his mom really just ask him that?
"Sure mom."
Shelly rolled over, her big breasts almost completely exposed as she lied down.
Mark started with her legs this time and worked his way up her thighs. He marveled at her beautiful long legs. His hands moved dangerously close to her pussy, and Shelly felt her pussy tingle again. His hands inched higher and higher, right below her breasts.
"Remember honey, any exposed skin."
Mark didn't realize that she really meant that, and skipped over her breasts and onto her arms.
"Alright mom, you should be good to go now."
"Honey, could you get my chest area too, if I ever got burnt there the pain would be unbearable."
Mark didn't even know how to react, he felt like he was going to faint in disbelief.
"Oh yea, okay, no problem."
Mark took the bottle of lotion and rubbed some in his hands. He nervously placed his hands between his mother's breasts and rubbed her exposes breasts up and down. The feel of his mother's breasts felt amazing, and he was in a trance..not even realizing that he had been massaging her breasts for over a minute.
Shelly was loving the feeling of a young man massaging her breasts, but she had to stop him at some point.
"Okay honey, I think that's good."
Mark snapped out of it. He was so embarrassed, he realized he must have been massaging her breasts for much too long.
"Alrighty, let's get you all lotioned up now."
"Oh that's alright mom, I should be able to do it myself."
"Nonsense, I know you don't put it on well enough because you're always coming home burnt! Then you complain to me, not happening today buster."
"Well, your hands are all sandy anyways, I'll make sure to do a good job mom."
"Sorry kiddo, I don't trust you, I'll wash my hands off in the ocean and be back in a minute."
Mark was scared of his mother seeing the tent his erection was making. His cock was pulsating and he knew the touch of his mothers hands on his body could cause him to explode in his bathing suite.
Shelly approached Mark and he quickly laid on his stomach to hide his erection.
Shelly lathered the lotion up in her hands and massaged her son's muscular back.
"I thought you could use a good massage while I lotion you up, if you don't mind."
Mark was in a great state of mind by now, he felt like his mind was completely at ease.
"It feels great mom."
Shelly worked her way down her son's back and slowly pulled his bathing suite down an inch, exposing the top of his crack. She gently massaged his lower back. She moved her hands down to his feet and ran her fingers between his toes, sending a shiver up his spine. Her hands slowly crawled up his legs and on to his muscular thighs.
"I didn't realize how much you've been working out sweetie."
Mark felt like he was in another world, he was almost asleep by now.
"Oh yea, I try to keep in shape."
Shelly's hands kept creeping higher and higher up Mark's thighs.
"You're really tense though."
Her hands moved higher and up his bathing suite, the tip of her fingers made contact with Mark's testicles, almost causing him to climax.
"Alright, time for the front now."
There was no way Mark was flipping over, not with the enormous erection tenting through his bathing suite.
"Oh, I can easily get the front, don't worry about it mom."
"No no no, we've been through this, I'm not taking any risk today."
Mark sighed and rolled over, he knew there was no changing her mind.
Shelly gasped when she saw her son's erection under his bathing suite. She decided it would be best to not even say anything, she didn't want to embarrass him.
Shelly repositioned herself behind Mark's head and worked on his hard chest. Her breasts were only inches away from Mark's face as she bent over to rub his lower chest.
Shelly felt she had teased her son enough for now, so she quickly lotioned up his arms and legs and finished up.
"Now we can finally get in the water, you ready?"
"Yea mom, the water looks great."
Mark quickly placed his erection under his waist band and walked towards the water with his mother.
"Wow, these waves are pretty big out here today, we could have a lot of fun body surfing." Shelly said.
"Oh yea, these are perfect conditions for body surfing." Mark said.
The two of them rode a few waves for the next 20 minutes and then the big waves started to come in.
"Oh my gosh, here comes a big one!! Get ready honey!!"
The two of them got in position and prepared for the wave to hit.
They washed up close to shore, laughing and screaming the entire way.
"What a blast!" Shelly said.
Mark looked over at his mother and his eyes immediately traveled down to her right breast. Her nipple was completely exposed now from the wave.
Mark regained his composure. "Really fun mom."
Shelly noticed her nipple was exposed and covered it back up, she smiled to herself, knowing that her son must have enjoyed it.
"Oh shit mom, get ready it looks like another big one is coming."
They both ran out so they could try to ride it.
"Oh wow, this is even bigger than the last one Mark."
They faced the beach and got ready for the wave to hit.
The wave came in and thrashed them around all the way to the shore, it was too big to ride.
"Are you okay honey?"
"Yea mom, I'm alright. Wow that was crazy!"
Shelly noticed something feeling up against her leg and looked down to see her son's bathing suite floating in the water next to her.
Mark regathered himself and noticed something felt different. He quickly realized that his bathing suite had fallen off during the thrashing of the wave. He nervously looked all around him for any signs of it.
Suddenly, a wicked though came to Shelly. She decided she was going to have a little more fun with her boy. She swam out far away and let go of the shorts.
Mark swam all around looking for his trunks, he was starting to panic. He was embarrassed to tell his mom, but decided he needed her help.
"Hey mom, I need your help with something." Mark shouted.
"What's the matter sweetie.?"
Shelly swam closer to her son.
"My bathing suite came off during that big wave and I can't find it anywhere."
"Oh dear, well I'm sure we can find it."
Shelly pretended to look around while Mark searched everywhere. 15 minutes passed by and Mark couldn't find it.
"I think it's gone Mark,the current could have dragged it miles away by now."
"Yea, you're probably right. What the heck am I suppose to do now?"
"Well, I really don't want to leave just yet. I mean, it is only me and you out here, you don't really need a bathing suite."
"I don't think I'd feel very comfortable with that mom."
"Oh come on, I've bathed and changed you a million times in your life."
"Yea, that was a long time ago mom..some things have changed."
"You're still my little boy and that will never change!" Shelly swam closer to her son, and brushed his hair to the side.
"I'll tell you what, I'll go bring the towel to you."
Shelly swam towards the beach to retrieve the towel.
Mark watched his mom walking on the beach, she looked so damn sexy all wet. His cock had softened a little, but was still half hard. He took a few strokes as his mom retrieved the towel.
Shelly looked out towards the ocean and noticed a big wave forming.
"You better get out of there quick honey, it looks like a dangerous wave is incoming."
Mark looked behind him and quickly swam to shore. Shelly was waiting with the towel right next to the water. As Mark came closer to Shelly, more of his lower body became exposed with each step. He was so focused on getting out of the way of the wave, he had forgotten that he had no bathing suite on and just kept running up towards his mother.
Mark ran up to his mother and bent down, he could barely breathe he was so out of breath.
Shelly's jaw dropped as she looked down at her son's long and thick cock. She knew he was very big, but this was the first time she actually got to see it.
"Oh my, maybe you aren't my little boy anymore."
Mark looked up at his mother and saw that her eyes were glued to his half hard cock. He looked down and remembered that he was completely naked.
"I'm so sorry mom, I forgot my bathing suit had fallen off."
"No worries my big boy, lets just get you dried off."
Shelly inched closer to her son and started to dry off his chest with the towel. She then get on her knees and worked the towel up and down his legs and thighs, and then without warning, she wrapped the towel up around the shaft of his now rock hard cock and gave it a few strokes.
"Uh mom, I really don't think"
"Shh honey, you must be very uncomfortable all the time with this big cock always being so stiff and hard. I've noticed the bulge in your pants when you're around your mommy, do you get horny when I show off my big tits to you?" Shelly untied her top.
Shelly dropped the towel and took her son's cock deep inside her mouth.
"Oh God mom." Mark groaned.
"I've been waiting for this moment ever since that day in the changing room when I saw your big cock stuffed in those tiny briefs of yours. Do you remember that day sweetie?"
"Yes mom." Mark grunted
Mark reached out at his mom's enormous tits, gently rubbing them as his mother gave him the best blowjob he ever had.
"How does your mommy compare to all of those slutty college girls that you fuck all the time?"
"Oh mom, you are sexier than any of those sluts."
"Can any of them do this?"
Shelly took her son's entire hard cock down her throat, right down to his balls.
"Jesus mom, most of them can barely get half down."
"I'm gonna cum any second now mom."
"Don't worry honey, mommy swallows unlike all of those girls your age."
Shelly continued to deep throat her son until he unloaded into her mouth.
Shelly licked her lips.
"How was that, son?"