My brother and I were late in life children. Mom and dad were in their mid-forty's, and my sister Tammy was in high school. Our story really starts when I was eleven years old, and my brother was ten. It was 1977. Tony and I were as close as two brothers could be, really. We shared a bedroom, our toys, and our fantasies.

When Tammy graduated college, Mom and dad decided to change either Tammy's or our bedroom into an office for dad. They shipped all her stuff, and gave Tony and me the choice of keeping our bedroom (with bunk-beds) or taking Tammy's old room; Tammy's room was larger, with a walk in closet, but with a queen sized bed.

To mom and dad's surprise, we asked if we could keep her bed. We thought it would be kind of neat to have a "giant" bed; besides, I think Tony was glad to have an opportunity to stop bumping his head on the ladder. We had no problem sharing the bed- we had shared everything else.

We were close enough in age to share most of the same interests, and we discovered things around the same time. We were very young when we discovered masturbation- probably over a year before puberty. I had started getting frequent erections, and one morning after waking up with one, I pulled down the covers and showed Tony.

"Hey, man", I said in an excited whisper. "Check this out!" I looked over at him and pushed my hips up in the air for effect. "Does your peter ever do that?" I wanted to make sure I wasn't the only kid in the world whose penis would go stiff as a board.

He looked at my erection with big eyes. "Oh, wow! I wake up like that, too! Here, look!" He pulled the covers down on his side of the bed, and pointed his dick at me.

"Do you ever rub it?" I stared at his penis when I asked. At that time, we were both about four inches long, and neither of us were "cut".

"What do you mean, 'rub it'?"

"Well, I was in the shower washing, right? Well, I started pulling the skin back and forth with the wash cloth, and it felt really good! It started feeling really, really good, and that's when mom walked into the bathroom to do her hair, so I stopped. (Mom would often come and go when we were in the shower or bath.) I'll bet we could do it until it felt really, really, really good!" I was grinning ear to ear. I'd been thinking about this for a couple of days.

Tony's expression was one of curious excitement. "Really, really, really good?"

"Really, really, really good!"

"Let's do it!" He lay back on his pillow. "Um, how did you..."

"How did I start? Like this. I grasped the head of my penis around my foreskin, and slid my hand all the way back, until it rested against my pelvis. I repeated the motion, up and down, until I felt my dick starting to tingle with heat. I looked over at my brother, and he was imitation my movements. I started moving my hand faster and faster up and down my shaft, and that feeling started building up again.

"Oh, Jack- Jack, it's starting to feel real tingly!"

"Keep stroking, little brother, it gets better!"

It wasn't very long before both of us were moaning and groaning as we approached orgasm. Tony came first, raising his hips up off the mattress as he racked in his first dry orgasm! I wasn't far behind, thrusting into my hand as my body shook with mine! We rested for a moment and looked at each other.

"That was amazing, Jack," Tony said. His dick was still pointing up, and so was mine. "Let's do that again!"

"Mom's probably gonna be up soon. Maybe we should wait until tonight." I didn't relish the idea of getting caught.

Tony held a disappointed look on his face. "You're probably right. We should probably put some shorts on."

We jumped up out of bed, both our little penises pointing straight up. Neither of us had had a chance to get into underwear when mom came in. Tony and I froze! We were at the age where having your mother see you naked was strictly taboo; when you wanted your privacy, but your mom wasn't so sure- like not letting you lock your door.

"Rise and shine, boys!" Mom came in and stopped in her tracks. She looked us both up and down. Neither of us had the courage to move. She leaned against the door frame and grinned. "Am I interrupting something?"

We both yelped, "No," much faster than we should have. Mom kept staring and grinning and let a silence hang in the air for probably 30 seconds.

"Well, at least I know you're awake." She pointed at our nudity and said, "You may want to tuck those into some pants and come on out, breakfast is ready." Then, she turned and closed the door behind her.

I stared at Tony, mouth agape, and Tony stared back at me. Tony asked, "What just happened?"

"Mom just saw us both with boners and told us to put them away." My face was blank.

"She smiled."

I thought about it for a moment. "Yeah, she did!"

Tony captured what we were both thinking in one sentence. "My peter's never been so hard in my life!"

Breakfast that morning was none too comfortable with both of us rushing into the kitchen as fast as we could, and sitting down with tented jeans. Dad was sitting down drinking coffee, and definitely noticed. Tony and I stayed quiet. Dad just smiled, sipped his coffee and read his paper. Mom turned around from the stove.

"Jack, Tony, set the table for me and get out the juice, would you?"

"Um, sure mom," I offered. My brother and I looked at each other with wide eyes. Knowing there was no getting around this, (we both knew better than to argue) we stood. Dad was looking over his paper, and mom was looking from the stove. We felt absolutely on display. Tony walked stiff legged to get the plates, and I walked around the table the other way to get the juice from the fridge.

They gave us no reprieve from embarrassment, staring in silence as we got the breakfast table ready. My heart was pounding and our faces were flushed as we finished our chore. Mom sat down, and speaking resumed with dad asking for the pepper. Tony and I sat and ate quietly, while our folks talked and gabbed like neither of their boys were sitting there with erections.

After that day, Tony and I both really began noticing mom. What I mean is, noticing mom as a woman, and not just as a mother. Day after day, mom seemed to be teasing us, and, whether she really was or not, it kept us both going. For example, when she'd come over to the table to fill up our orange juice or pour milk in our cereal, she'd bend over farther than she should, and give each of us view of her cleavage, barely hidden by her robe. She might walk from her bedroom to the shower in her bra and panties, (which was) something she'd never done before. Mom was a beautiful lady, and my brother and I were really beginning to notice.

Mom never really stopped teasing us, and eventually, when we'd masturbate together, we'd talk about it. We'd close our eyes and talk about how much of her breasts we were able to see that day, or what underwear she was wearing. We'd even pretend we saw her naked, and that's usually when one or both of us would climax!

Things really began to develop a few months later, just after my 12th birthday. I had experienced my first "wet" orgasm about 6 months earlier, and Tony had only recently begun having them. I was getting into the shower one morning, and Tony had just gotten out. We were both naked, and Tony had lifted the lid on the laundry hamper to toss in his clothes. A pair of mom's panties were sitting on top of the pile.

Of course, we had seen mom's panties in the laundry before, I'm sure. Something about that morning was different. Maybe it was two boys in the throes of puberty; maybe it was standing there naked, still trying to tame our morning wood. I don't know, but there they were, poised like the bow on a birthday present. They were pink cotton with a white lace band, and they showed only the tiniest bit of color in their crotch. They were wrinkled up as though she had just taken them off.

Silently we stared at our prize. For the first time, mom's panties weren't just a piece of laundry, they were a sexual object; something intimately close to a woman's sex, even if this woman was our mother. Let me tell you about our mother, Ann. She's probably 5' 6" or so, with long, wavy brown hair worn loose. She's in good shape without being an athlete, and has full breasts and hips. For a woman in her 50's, mom's pretty hot.

Tony reached down and picked them up. He stared at them, and ran his fingers across the material, and then he offered them to me. I held them in both hands, my eyes locked on the white cotton strip in the crotch. I caught just the faintest whiff of her scent, and my penis started to rise. I held them up to my nose and took a deep breath. I just couldn't help it! I had to know- what did mom smell like? What was her pussy like? I had to know, and that pungent/sweet smell filled my sinus, and I found myself fully, even painfully erect!

"Oh, Jack," Tony whispered, "let me!"

I handed them over to him, and absently started stroking my cock. He held them up to his nose and inhaled the same way I did. Soon we were both masturbating, and passing our mother's panties back and forth. That's when the door opened! Mom's eyes were as big as dinner plates, and she threw her hand up over her mouth.

"Oh, my," she said, surprised. She looked us over for a moment and stared at our little hard peters. Then, her eye's narrowed in on the object of our lust: her panties! "Oh, my..." This last exclamation sounded more like a statement of fact than a cry of surprise. "Now, boys, do you think playing to mommy's panties is appropriate?"

Both of us panicked! I dropped mom's panties like a hot coal! We were shouting all over each other in a desperate attempt to diffuse the anger that we knew was coming!

"Oh, mommy, please! Please don't be mad! We're sorry! We're sorry, mommy! It won't happen again!" ("Mommy" sounded more sympathetic than just "mom.") We were so worked up that tears were forming in our eyes. Mom just stood in the doorway, quiet as could be. She stared at us for a moment, as we stood there naked as the day we were born. You'd think, after such a shock, that our penises would have deflated. They did not. We stood there with full, throbbing erections. We both moved to cover them. Mom wouldn't hear of it. She shook her finger in the air. "Oh, no. Hands where they are."

Mom stepped toward us, still silent. We kept quiet out of fear of saying any more. She reached over to the hamper and picked up her panties. "Now, boys, tell me something: is it just a pair of panties that has you pulling on your little peters, or is it mommy's panties- mommy's smell that has you hard like that?"

Tony and I exchanged glances, and looked down at the floor. It seemed like it was quiet forever. Still looking down, I muttered, "Both."

Mom stepped up and lifted my face with a finger under the chin. "Jack, look at me when you answer. Was it the panties, or was it the fact that they were my panties?"

Fear notwithstanding, I looked mom straight in the eye. I couldn't lie to her. "It's your panties, mommy. We were doing it because they were yours. Please, don't be mad!"

"Shush." She put a finger to my lips. She held her worn panties up and sniffed them herself. "Do you like how mommy smells?"

We looked at each other in dumbfounded anxiety. Tony spoke up first. "Yes." His answer was surprisingly bold and matter of fact.

"Well, I hate to say it, but you two don't seem to be able to control your urges. Touching yourself is okay, but there's a where and a when. Naked, in the bathroom, with the door unlocked? Not a good idea! I don't suppose you'd want me to inform your father about all this..."

Again, we were speaking all over each other. "Please, no! Please don't tell daddy! Please, don't!"

"Well, I suppose we could keep this just between us, if, and I stress IF, I keep it under control for you."

Tony and I looked at each other with an uncertain fear. "Um, ok. What does that mean, "under control?"

"It means, little man, that I shall be in control of my panties from now on. You'll be allowed to play with yourselves, of course. I know that boys your age have a need to. But, you'll do it when I tell you that you can do it, and not until. I don't want you two spilling your sperm all over the laundry. Do you understand?"

"Yes, ma'am." We both looked up at her with blank expressions.

"I will come and see you both tonight at bedtime to check on you." She looked at our still bobbing erections. "Maybe you should finish those off before I go." Mom just stood and waited. Tony and I stared at her, and then at each other. "I'm serious. I can't have you two walking around with hard-ons all day; you'll never get anything done. Go ahead and finish. I want to see you both finish before I go."

Tony started stroking without hesitation, and I slowly followed suit. Mom watched intently while we pulled and stroked our erections. My heart was pounding near out of my chest while we masturbated. Mom hadn't seen us naked in a long time, and masturbating in front of her- that was surreal! My face must have been purple with embarrassment and humiliation. Here we were, caught playing with ourselves, now being told to orgasm in front of our mother! I couldn't believe that mom was going to watch us cum!

After just a minute or so, I realized that the fact that Mom watching actually seemed to make it more intense! I was getting close, and I could see Tony about ready to spurt. Mom spoke up quickly. "Go ahead and squirt in mommy's panties. That's what you want, isn't it?"

That was all it took! Tony climaxed, shooting ropes of cum across mom's underwear. I was just seconds behind. Mom giving us permission, and watching Tony squirt, that was just too much. I grabbed her cum covered panties and held them to my penis as I came! I filled the crotch of my mother's panties with my sperm. Mom let us stand there quietly, coming down from orgasm.

"Now, you two go get dressed, and if you can keep from playing with those until bedtime, then maybe I'll let you play with them again. Maybe. If you can't, then we'll have to see what your father will say. Now scuttle off!"

The two of us, naked and dripping, ran off to our room, feeling scared, relieved, embarrassed, humiliated, and horny, all at the same time. Something told me we would be battling erections all day long, anyway!

By afternoon, Tony and I were outside and playing as though nothing was on our minds. We were outside the garage, playing a game of HORSE. I let him have first shot; being the younger brother and still being a couple of inches shorter, I figured he could use the edge. He sunk a lay-up. "What do you think mom meant by coming to check on us tonight," he asked.

I followed suit and ran in a lay-up. I stopped under the basket and thought for a second. "That's a good question. I suppose it'll be like it was in the bathroom. She'll stand there and watch while we play with ourselves."

"That was embarrassing!"

"Oh, my God, was it!" My heart raced at the memory. "I mean, stroking off in front of mom- it doesn't get any more embarrassing."

There was momentary pause. Tony spoke to break it. "It was really kind of hot, though." He had the thinnest smile and a furrowed brow.

I echoed his sentiment. "Ya. I suppose it kind of was." I held the same conflict of apprehension and anticipation in my chest that my brother did. I looked at him and shook my head. "I shot really hard!" I kept my voice low. I didn't want to advertise that statement.

Tony rolled his eyes. "I thought my peter was going to explode!" He took the ball and walked further down the drive. He eyed a free throw (or the driveway equivalent) and took it. It bounced off the rim.

I took up his position and took a shot. It sank without touching. "(It's) your shot." I smiled because I was making him take the free throw again. He gave me a smirk and took the ball. He eyed the shot for a long while and I resisted the urge to distract him. (Pretty big of me, I thought!) The ball bounced 4 times and went in. "Ha!" He passed me the ball. "Do you think she'll let us do it every day?"

I stepped off to the side and took and hit another shot. "I don't know. She's letting us do it twice today." I held out hope, but was more than a little apprehensive at mom taking control of our masturbation. I didn't know if the embarrassment would lessen any, but I didn't want to stop playing with myself at least once per day. (What boy does?)

He lined up and took his shot. It was short. He didn't even seem to care. "I wish it would hurry up and be bedtime."

"Me, too," I offered. "And that's "H".

We ended our game on "S" and decided to go in. It would be dark soon, and bedtime couldn't come soon enough.

9:30 finally arrived, and Tony and I washed up in record time and were sitting in our pajamas on the bed waiting for mom. We were cross legged on top of the covers and we were both staring at the door. We kept looking back and forth between each other and the door, afraid we'd somehow miss a moment of her entrance. Finally, after a near eternity, mom stepped in.

"Did you boys get washed up?"

We answered in chorus, "Yes, ma'am!"

She stepped further in and shut the door behind her. She was wearing her pale blue cotton housecoat, tied at the waist. "Did you do as I asked? Did you keep your hands off of those?" She gestured at our crotches.

"Yes, ma'am." Neither of us wanted to take any chance at spoiling this or making her angry in any way. We were on our "best behavior" complete with manners.

"Good. Then take off those bottoms and let me check. If you did masturbate this afternoon, then you little penises will be red. I want to see." She pulled a chair up next to the bed and sat down. Tony and I looked at each other, more than a little surprised. "Well? I'm waiting."

We hopped up quickly and let our pajama bottoms drop. We stood there, both of us naked from the waist down, and waiting for our mother's approval. I could feel the heat in my face, and I could see Tony was as embarrassed as I was. As soon the cool air hit my penis, it started to harden. Mom looked at both of us, and seemed to be waiting for us to both become erect. It didn't take long.

That's when our world changed forever! Mom reached down and took my penis in her hand! My jaw dropped, and a fuse went out in my brain! She grasped the shaft across the bottom, and pulled me toward her. She looked down intently and examined my sex. "Mm Hmm. Ok. You look clean. Now, Tony." She then reached over to my brother and repeated the process. By the end, we were both leaking profusely.

"You boys seem to be clean enough. Now sit back down on the edge of the bed." She leaned back in her chair. When she did, her housecoat loosened only slightly, but enough to see she was wearing a pink bra over slightly exposed cleavage. "I want you to lean back, and take your penises in hand. Okay?" We both leaned back, with our legs over the side of the bed, and grasped ourselves. "Now, I want you to close your eyes." She paused to let us relax just a bit. I'm not sure it worked. "Now, start stroking."

The command was soft and sudden, and not unexpected, but the shock of it still stuck us like lightning! Here sat mom, telling us to jack off! Not only that, but she was supervising the entire thing! Nevertheless, it took us only a second to do as she said and started stroking ourselves up and down. My heart was pounding as I sat there in a self-made darkness, masturbating. I was as hard as I'd ever been in my life, and knowing mom was watching was the reason!

Mom broke the silence after about a minute, when all you could hear was the sound of our breathing. "I've got some questions for you two, and I want you to answer them truthfully. I'll know if you're lying. Understand?"

We stopped what we were doing long enough to give a simple, "Yes."

"No, don't stop stroking. When you start getting close, tell me. I don't want you cumming until I'm ready." Fear moved from my stomach to my throat, and I tried to ignore it. I wasn't very successful, but I managed to keep stroking. "I caught you both with my panties. Is that what you think about when you play with yourselves? Jack?"

Oh, dear God! Confession time! Mom wanted to know the most secret thing I had! My heart threatened to stop, and my mouth was full of cotton. I knew this was it. I knew if I didn't tell her this, then, not only would I disappoint her, but my brother and I might never be allowed to masturbate again! And what if she told dad? I was too scared not to answer. "Yes, that's one thing we think about."

"We? Do always masturbate together? Tony?"

I could hear the fearful resignation in his voice. He was as nervous about all this as I was. "Most of the time."

Mom seemed to be drinking it all in. "What else do you think about, Jack?" She was really prodding us. These were our deepest secrets, and we were giving them up to our mother.

I was glad my eyes were closed, because I'm not sure I could have looked her in the eye. "Um, sometimes I imagine being there when you step out of the shower. I can see you...naked." I cringed inside, waiting for her wrath. How much was she willing to handle?

"Really?" She seemed genuinely curious. "And what do you see yourself doing when I step out of the shower?"

"I...I take a towel and help dry you off... all over." I decided to go into as little detail as possible.

"You do? Where do you rub me?" Mom's voice sounded cool and sultry.

"Oh, God, mommy, I'm getting close!" I couldn't have gone another second!

"Okay. That's enough, Jack. Just lie there for a moment and let the burn subside. Tony? What do you think about when you touch yourself?"

Tony was quick to answer. I figure he'd had time to think about it, because he had something ready. "Sometimes, I pretend you're walking around the house, naked, just doin' stuff."

"Just doin' stuff?"

"Yes, like cleaning and stuff. Then I come up, and you let me touch you." Tony's breath was coming fast.

"Where do I let you touch me?" Mom's voice was closer, as though she were leaning in.

The mental image must have pushed him. "Oh, mommy! I'm getting close!" Tony was almost frantic!

"Okay. I think that's probably enough. Both of you sit up and open your eyes."

We sat up with our erections still shaking, close to orgasm. When our eyes adjusted, mom was sitting up with her robe open. She was wearing a matching bra and pantie set in pastel pink. Our gaze was transfixed on her body! We had seen her in her underwear before, but something about her sitting there so close to us- her legs and robe open. This was the most intimate she ever had ever let us see her. I could have cum right then!

"Now, step up close, boys. I want to explain something to you." We did as we were told. "I told you that I controlled the panties from now on. I meant that. But, you're my boys, and I know you're just being boys. That being said, I'm going to make sure you get your release most every day, as long as you're good, and you do what I tell you. Is that clear?"

Neither of us could do much more than nod.

"Good. Now it's time for you to get your release. Step up to mommy, boys, and let me show you something." We stepped up like two naked zombies. Mom opened her legs further, and we could see wetness on the crotch of her panties. She pulled them up tight, and we could see the bold outline of her lips! Mom was all but showing us her sex! "You wanted to shoot your cum on my panties- well, shoot it on them now!"

Oh. My. God. We couldn't get any closer to cumming on her pussy than this! I grasped my penis and started stroking furiously! I couldn't take my eyes off the shape of her lips and pubic mound shoved tightly into the pink cotton. It took almost no time for us both to explode! We came like two fountains! I didn't think we were ever going to stop squirting! When we did, mom's stomach and panties were dripping in cum. We stood there panting, staring at the mess we'd made, and trying to stay conscious.

Mom smiled at us both. "That was nice!" Her smile was warm and even seemed proud. She put a hand on each of our faces, rubbing our cheeks. "Mommy's little boys. Now, you two get to bed. You've got a big day tomorrow. Now, what do you say?"

"Thank you, mommy!" We both looked at her like we'd been given a prize. I suppose, in effect, we had. Tony mirrored my response. "Thank you, mommy!"

"Good boys." She stood, and looked down at her sperm covered underwear. "Next time, I just might have you clean up your messes... without a towel!" Her broad smile turned into a smirk.

I thought, "Without a towel? How could we...oh, my...that way!" I looked over at Tony, who was already staring at me. He mouthed the words, "No towel?" His eyes were as large as dinner plates. I suppose we had a big day tomorrow, after all!

My brother and I woke up early the next morning. Early for two kids on summer vacation, that is. The clock hadn't yet hit 8, and we were wide awake, just lying there. Tony looked over at me. "Did you sleep at all last night?"

"Nope," I said. I turned my head, but didn't take it off the pillow. "How could I sleep? All I could see all night was mom's pussy pushing through her panties!" My voice was excited but quiet; I didn't want mom to hear me talking about her quite like that. I propped up on one arm.

"No, shit!" Tony's voice was as intense and soft as mine. "I can't think of anything else, and I still can't believe it! I mean, I pointed my peter at mommy's pussy, and shot my cum on her panties! " "Oh, man! I don't think I've squirted that hard ever!" I paused before continuing to gather my words. "She wants us to clean up afterward next time." My tone was matter of fact, but my face was excitement and worry. "Have you thought about that yet?" I couldn't help showing half a grin at the prospect of his answer.

"Oh, yes, I've thought about it a lot." He looked up at me and continued, "I couldn't sleep for thinking about it." His eyes were large and wide as he looked at me for my reaction. "I want to do it."

I felt relief wash over me, and I relaxed. I looked my brother in the eye. "I do, too." We stared at each other for a good long minute. "You know we're going to be licking up each other's cum, right?" I realized my heart was pounding at the prospect. My morning wood threatened to split wide open.

Tony's face was red, and I could see through the covers that he was having the same problem as me. He looked at me with an evil grin. "Man, I'd lick anything off mom's panties!"

We both laughed, and I fell back on my pillow. "So would I." The thought kept my erection shaking. "God, it's all I can do not to touch myself!"

The door swung open, and we both shot up in the bed! The bed sheet fell away far enough to expose us both, and our little penises pointed toward the ceiling. "Well, I'm glad to hear that!" Mom was suddenly in the doorway, and I couldn't help but wish I'd made my last remark more quietly. She stood there wearing one of dad's old shirts, which was large enough to hang more like a mini dress.

The door stood open wide, and then we both saw dad step out of their room. Mom leaned back far enough to get a kiss goodbye. Dad glanced into our bedroom and smiled, waved, and left for work. Mom came in and closed the door behind her. I was stunned, and Tony's jaw dropped!

I stammered, "B-b-but mom..?" Dad couldn't know about this, could he?

Mom came in and sat on a chair at the foot of the bed. "Now, before you two get all worked up, I did have a talk with your father last night after we went to bed. I didn't go into catching you with my panties, so just calm down. What I did do, was explain that I feel it's necessary to supervise your sexual development, and that includes masturbation. Your father agrees. We don't want you to learn about women from one of your buddy's porno mags. You'll learn from me." Tony and I exchanged glances, and mom continued. "Like we discussed last night, you'll be allowed to masturbate, but only when I am here to supervise. Is that understood?"

We both nodded. Mom's face went from stern parent to warm mother. She leaned back in her chair, parting her legs only slightly. As her shirt rode up, I could make out just a hint of panty. Then, she started unbuttoning her shirt. My eyes were transfixed! She didn't open it up completely, but plenty wide to see she was wearing no bra! We both stared at mom's bare cleavage.

"Now, slide down here, boys. Come to the foot of the bed." We complied. We slid across the top of the covers and stood with erections out, facing our mother. She looked us up and down. She reached out and cupped my testicles with one hand, then reached over and did the same to Tony. "They feel nice and full," she teased. "You boys will have a lot to clean up." She shot a look at each of us to see what we thought of the prospect.

My heart was bursting in my chest, and my mouth was dry as a bone. I looked her in the eye and said very simply, "Yes, mommy, we do."

Mom leaned back and smiled broadly. "Then come to mommy and show me how much you have." She watched intently as Tony and I stroked our penises. We were already hard and leaking, so I knew this wouldn't take long. That's when mom did something that sped things up: she opened her shirt! We both stopped stroking but held our cocks tight as we drank in the sight of mom's breasts! Large and full with hard brown nipples, they sagged only slightly; they were every bit as beautiful as I had imagined.

Tony didn't even get to rub his cock again- he looked at her and shot right then! Five, maybe six ropes of cum shot all over mom's panties and stomach. I was frozen; I had hit mental overload! Watching his orgasm across our bare-breasted mother had me mesmerized. Mom sensed my confusion and reached over, grasped my penis and pulled me straight up to her crotch. She started rubbing the head of my dick up and down across her panties!

The touch of satin across the head of my penis was electric! As she rubbed me up and down, I could feel the touch of my penis against her labia- I exploded! My orgasm came so hard that I had to lean forward and catch myself on her legs to keep from falling. My breath was in short gasps, and I my pulse pounded in my ears. "That's a good boy," she whispered. She waited for us both to catch our breath, and then asked, "Are you ready?" We knew what she meant. We both nodded our consent. "Then go ahead," she said, and gently pushed us down on our knees.

My brother and I knelt there, shoulder to shoulder, looking at our messes. We had talked about this, however briefly, and now our anticipation was to be answered. The need to touch my mother's panties overrode any apprehension or reservation I might have had. I licked at the satiny material, and lapped up a dollop of my brother's and my cream. The salty warmth filled my mouth, and I held it there to savor the taste. It was salty/sweet and thick. I swallowed, and went back for more.

Soon, we were both lapping up our ejaculate off our mother's panties. She'd tilted her head back and closed her eyes with our labors. The smell of our sperm mixed with mom's musky scent was intoxicating! As I licked, I could not only taste my cum, but I could also feel her pussy beneath my tongue. I focused on the crotch of her panties, while Tony stood to lick the rest from mom's stomach. As he stood, I saw that he was as hard as I was.

It didn't take long for us to clear mommy of our cum. We stood up smiling, and I even licked the leftover sperm from my lips. Mommy opened her eyes and smiled at us. "That's my good boys!" Mom looked at both of us proudly. "Cleaning up your mess wasn't so bad, was it?"

"So did I," I followed up. We were both still breathing hard.

"Good," she said, and pursed her lips. "You two go shower. We've got a big day ahead of us."

We spent most of the day outside playing, like any normal boys in the summer. We spent most of the day in the woods behind our neighbor's house- a grown over half acre full of small, climbable trees and bike trails. By afternoon, we found ourselves sitting in a dug-out "fort", blocked off from the rest of the woods by three trees on one side and a large bush on the other. It offered great cover for snowball fights or capture the flag. There were a couple other such hideouts, but this was the best protected, and the most private.

We'd been there a while, and found ourselves in the middle of a quiet moment. Tony broke the silence. "Are you thinking about this morning?" He couldn't have been more dead-on.

"God, how could I not be?" I smiled at him, and he looked relieved. He sat on the ground across from me, and we spoke in excited whispers.

"Oh, man! I get shaky just thinking about it! Mom sat there, fresh out of bed with dad- in her panties, and showing us her titties! I barely stroked at all! My peter just exploded!" He was smiling and excited, and almost giddy with the memory. I could definitely sympathize.

"Dude, I could feel her pussy under her panties! I mean, really feel her pussy! I thought I was going to pass out!"

Tony laughed me. "That was funny."

I continued, "and seeing mom covered in our cum like that, well, that was too much. Pass out, nothing- I thought I was gonna die!" We both stared off into space for a moment, wrapped up in the memory. I thought about my next statement for a long minute. I likely knew what his response would likely be, but committing enough to say it- that would expose me even more. I decided it was worth the risk. "I even liked cleaning up our cum." It really was "our" cum, not just mine. Our ejaculate was mixed all over our mother's panties. We had licked and sucked up every square inch and looked for more.

Tony's face was pale with nervous anxiety. He had the same reservations about admitting what he liked about our encounter as I did. He risked a smile. "Like you said, it was 'our' cum. I liked knowing I had some of your cum in my mouth." He swallowed hard, and waited.

I owed him the truth. "Me, too. I liked knowing I was eating your cum, too." We stared at each other in silence, processing exactly what that meant. I did enjoy it. I could tell from the look on my brother's face that he did, too. The combined eroticism of rolling my tongue across our mother's panty clad sex and then swallowing mine and my brother's cum set me into a sexual fog; one I still hadn't stepped out of. I wanted to do it all again- I wanted to feel our mother's sex- I wanted to smell her through the damp cloth protecting her- I wanted to taste my brother's cum while doing it all.

"What about tonight," Tony asked. "What do you think she'll have us do tonight?"

That was a good question. Mom seemed to be moving us forward one step at a time, I just wasn't sure where we were going. "I don't know, but did you see how much she seemed to be enjoying the whole thing? What if we're getting her off, too?"

"God, wouldn't that be the hottest thing in the world? I'd love to see mom cum!"

The mental image blinded me for an instant. "I'll bet she cums with dad." I added that mental picture to the collection. Half to myself I said, "I'd love to see that."

Bedtime couldn't come fast enough. We had finished dinner, washed up, and were getting our pajamas on when mom called us from the hallway. "Jack, Tony, come out here please!"

We hopped up straight away, and met her outside her bedroom door. She was standing there in her bra and panties- a sight I will never tire of! Mom in her intimate wear held an indescribable pleasure for me. Knowing that her sex was just behind those tiny thin pieces of cloth was enough to start the blood rushing to my penis! Tony was much the same way- we had even talked about which of her underwear we liked the most, and what must be hidden just behind it.

"Come with me into the bathroom. I need to take a shower, and you boys need to be there." Her tone showed that she had something very specific in mind, and Tony and I looked at each other in surprised excitement. The thought that we would be seeing mom completely naked had our hearts pounding; you could have watched our faces turn red. We followed her into the bathroom like two little ducklings, our tented pj's leading the way. Mom stepped all the way over to the tub, and turned on the hot water to let it warm up.

She pulled a towel off the rack, and laid it across the top of the commode, and addressed us both. "You'll remember, I asked you boys what you thought about when you touched yourselves. I think it's important for you to keep your fantasies in perspective, and don't have unrealistic ideas about men and women. I was very pleased when you told me yours, and how simple they both really are." Mom looked at us with smiling eyes. "Of course, I'm sure each of you has many more fantasies, but this isn't about making your dreams come true. This is about making sure your sexual desires don't get out of control, and to ensure your respect for your partner. Is that clear?" Both of us nodded our agreement. "Good. Now you two get naked and wait for me to get out. Jack, you are the older brother. I want you to have a towel ready."

We were naked in a flash- two little boys with erections pointing at their mother. The words echoed through my head- 'have a towel ready'. I couldn't believe it! Mom was going to walk us through a masturbation fantasy! Like any boy, I must've had hundreds of them, but this is where they all began- with mom letting me explore her body. I tried to process what was happening, and failed miserably. I couldn't wrap my brain around what was going on. All I could do was let my body react.

Very quickly my body found a lot to react to. Mom stood and started by taking off her bra. I know that doesn't sound like a lot, but this was only the second time she'd shown her breasts to us, and we'd been talking about them all day. Mom saw our expressions and helped us out. "Go ahead and touch yourselves if you want. Just don't cum." My brother and I stood side by side, each of us stroking ourselves. Mom set her bra on the back of the toilet, and looked at both of us. Smiling, she slipped down her panties and stepped out of them! Mom was letting us see her completely naked!

Intoxicating! She stood in front of us with her arms extended, showing herself to us. I couldn't take my eyes off her pussy! It was the first real pussy either of us had ever seen, (outside of Uncle Rick's Playboy collection) and it had been the object of our lust since before puberty! Mom wore a full bush of pubic hair, neatly trimmed just below the panty line. The hair was black with wisps of white throughout. I could see just the hint of her pussy lips at the bottom.

Suddenly I realized how close I was to cumming, and let go of my penis like it was on fire! I blew my breath out in short bursts and strained every muscle in my body to keep from shooting! Once I was sure I had it beaten, I looked up to mom and she was chuckling. Tony was having similar difficulties; holding both hands on his head and clinching his jaw. His peter was as stiff as mine, and we were both dripping already. Mom pulled the curtain back, and stepped into the shower.

"No cumming, you two," she hollered over the curtain as she pulled it to. "You can play with each other as much as you want. I'll be out in a minute."

Tony stepped up beside me and whispered, "Did she just say, 'play with each other'?"

The context of her words finally stuck. "Oh, man! I think she did!" I was glad for the loud splash of the shower, because my whisper wasn't as quiet as I would have liked. At the thought of what she meant, I looked down at my brother's penis. It was pointed straight up, so hard his foreskin had pulled all the way back, and pre-cum was dribbling down the shaft. Suddenly all I could think about was all the times we've watched each other cum. I felt my dick twitch.

Tony was as taken by her implication as I was. We stood, staring at each other's erections. We broke our stare long enough to make eye contact. That's when I reached over and touched him. I didn't decide to touch him, mind you. It's as though my hand reached out of its own accord. My touch was light, my hand open. I gently pressed my palm against his shaft, and cupped his testicles in my fingers. He jumped, but only at the initial touch, not out of fear. I squeezed him gently. It felt strange- almost surreal. The heat from his groin was intense, and the tender hardness of his penis pulsed under my touch. I spun my hand around and grasped his shaft tight at the base. I felt my mouth go dry.

Tony then reached over with both hands, wrapping one around my glans, and cupping my balls in the other. We stroked each other, getting used to what it felt like- exploring each other's genitals. The feeling was fantastic! We rubbed our hands all over each other, getting lost in the moment, wanting to touch and stroke every square inch. We were both breathing fast, and I Tony let a low moan escape. That's when I became aware that the water wasn't running, and I wasn't sure how long it had been off! I jerked my head around and there stood mom, with the shower curtain open, dripping and staring at her two sons. Both of us froze to the spot!

"Well," she said, "that was nice! I'm sorry I interrupted!" Mom was teasing us. We blushed furiously and each moved our hands back to our sides. "There'll be time for that later. Right now, Tony, hand me a towel for my hair." Tony grabbed a towel off the rack, and mom spun it around her hair. She was so beautiful standing there; naked and dripping from her shower. We both just stared, wrapped up in the sight. I suddenly remembered her instruction from earlier, and grabbed the towel from the back of the commode, and held it out to her.

Mom shook her head. She stepped out of the shower and onto the bath mat. "No, Jack. I want you to dry me. Take the towel, and just dry me like you do when you touch yourself." Mom was never dirty about it. She could be sultry, to be sure, but she was never crude. You'd never hear a "cunt" or "cock" uttered from her mouth; she was always very proper, all things considered.

I held the towel in shaking hands, and glanced over at my brother for some extra bravery. My heart was absolutely in my mouth. Tony stood there, staring at us both, stroking his dick. I turned back toward mom and kneeled down, and started with her feet. I patted them both dry as she stood there, and wrapped the towel around her calf and rubbed right up her thigh. My hands stopped several inches below her crotch, and I heard her sigh when I did. I swallowed hard, and worked back down that leg, stepped around and worked right back up the other. I was close enough to smell her; the freshness of the shower mixed with the sweet musk of her sex.

Again, I stopped just shy of her vagina, and then stepped around behind her. I was staring intently at each part of her body as I worked. Every inch of my mother's body had become a focal point for me, and every part aroused me. Standing behind her, I was greeted by her beautiful round behind! I all but drooled as I set the towel at the top of her hips and rubbed it down around each cheek.

My moment of truth had arrived. In every fantasy, I would arrive at this point. Here, behind my mother, reaching between her legs. I slid the towel between her thighs to the point I stopped at when drying her. Then, with a gulp, and a blinding beat of my heart, I slid the towel up, under my hand, until the top of my hand rested against her sex. She was so warm. I could feel the pressure and heat of her labia pushing down. Mom was wet, and I could tell that only part of it was from the shower; I could feel mom's oils on my hand.

Mom stood stiffer with the contact, but didn't move. Just a low, "Hmmmmm," escaped her lips. I held my hand there for a long moment, and the racing in my chest began to blur my vision. I held onto her hips with my other hand for support. My penis threatened to explode.

"Mommy," I questioned, and she looked back to see my face. I had hit stimulation overload, and she could see it.

"Okay, baby. This is all a bit much. Come around and let mommy sit down." She guided me around next to Tony, and she took her seat on the commode. Tony was still stroking, but I dared not. Mom nodded to my baby brother and patted her thigh, giving him permission to ejaculate on her. He did so spectacularly, covering her thigh, and even spraying some across her stomach. He stood there, red faced and panting, trying to come down from his orgasm.

Mom patted his cheek and then turned to me. "I think it's only appropriate that I do this for your big brother!" She reached down, and took my penis in her hand. She had to know how close I was to ejaculating- she grasped my penis firmly and squeezed as she twisted her hand around the shaft. I came instantly, squirting across her hand, up her arm, and across her thighs. I almost passed out!

Mom sat there with a devilish grin. "Now, look what you have done!" Her grin was broad. "Who," she teased, "is going to clean me up?" She looked back and forth between us, fully expecting to watch us drop where we were to go about our "duties". Tony and I looked at each other, and Tony's eyes were questioning. I nodded my assent to the unspoken question. We traded places.

Mom's eyes widened. "Nice," she said, offering her approval. Once back beside her, I kneeled down and looked at my brother's mess before me. I glanced up to see Tony holding mom's hand tight to his mouth, cleaning away. I grasped her thigh, and began licking and sucking up Tony's cum! I painted her thigh with my tongue, and I was as much in lust for my brother's ejaculate as I was hypnotized by my mother's flesh. I took my time- we both did. By the time we were done, mom was completely free of our sperm, and our faces were wet with saliva and cum. I looked over at Tony as I stood, and he had the same glow on his face that I did; standing and waiting- expecting our mother's approval.

We were not disappointed. Mom looked at us with smiling eyes. She placed a hand on each of our faces. "My boys! You make me very happy. Look how close you've become! It's not every pair of brothers in the world that get to experience what you do. Now, wipe off your faces, go say 'goodnight' to your dad, and get to bed. It's late." We each took a towel and wiped the glaze off our faces.

Looking in the mirror, I suddenly felt very proud. I know that sounds strange, but I did. Maybe "proud" is the wrong word. I was very happy with myself. Like any son, I was happy with myself for having pleased our mom. I do think, however, that I was even happier that I'd had the courage to go ahead and touch my brother the way I did. Granted, it was after our mother's prompting, but I did it all the same. I was so scared of his reaction; of mom's reaction. It doesn't matter how much consent was implied beforehand, the prospect of rejection after crossing that line was terrifying. Crossing it felt very nice.

Tony looked at me with a giddy grin, and we turned to leave. The fact that mom just sent us out to our father naked didn't even faze us, but mom still found a way to make us blush. As we turned to leave, she reached out and slapped us each on the butt!

"And such pretty tushies!" She laughed and chased us out of the bath.