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Spandex and Second Chances

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I was home from college and helped my mother with her aerobics routine.

Chapter 1: Stretching Boundaries

In the early 1980's, Mom decided to get into the fitness craze. She started aerobics and jazzercise while I was at college. I came to visit her one summer - my junior year. I had just turned 21, and I'm ashamed to admit that my formerly flat belly was slowly becoming a fledgling beer-belly. But, as Mom always said - All men are pregnant with an elephant, but only the trunk shows. When I last saw Mom, she was getting a little dumpy, her body was starting to sag, and her butt was migrating south. I didn't feel too bad about my lack of shape, since I figured she'd be about the same. Boy, was I wrong. I knocked on the door, and a slim woman I hardly recognized rushed into my arms and gave me a great hug. "Welcome home, Son. Recognize your old Ma?" It took a moment. Her breasts had lost their sag, and a little of their size, and were now firmly jutting out from her chest. Her blouse was unbuttoned enough to show some flesh, and although her breasts didn't look like two watermelons on a downhill race, they were still enough to hold my gaze. Mom's belly had flattened - she still had a little bulge, but who at 41 doesn't? Mom did a quick turn, and I would have sworn she had a butt-tuck. Her stretch pants clung to a perfect ass. Just ripe for squeezing. I grabbed Mom and pulled her in for a closer, tighter hug....actually just trying to feel her breasts against my chest. Mom held the hug a moment, then stepped back. She patted my belly. "Looks like someone here could use a little more exercise...you're looking more run down than your old Mom." "Nah, you're not that old," I complimented. Mom kissed me on the cheek. "You always did have a silver tongue, but I think we need to get you into shape." "Later," I said, carrying my bags to my old room. I picked up the phone to call some old friends, but they were all out of town for the summer. It was going to be a dull one, I knew that for sure. I lay back on the bed and rested from the 20 hour drive from college to Mom's. I was nearly asleep when Mom tapped on the door. "Yeah," I mumbled. "Time to work out...put your shorts on," Mom called. "I don't know....I'm pretty tired," I replied, hoping she'd leave me alone. "C'mon, it will help you sleep tonight," Mom said, entering the room. If anything was going to wake me, it was the sight of her standing there. Mom was wearing a one-piece leotard, all slick and shiny. I molded to her curves. Her nipples made small circlets at the center of where her breasts bulged. Her legs were in tights, also smooth and slick. The top was a light pink, and the legs yellow. My eyes were drawn to her crotch, were I could almost swear I could see her mound pressing against the material. I tried to sound disinterested. "OK, if you insist." My mouth wanted to form the word incest, instead of insist, as all the fantasies of my teenage years re-surfaced. Fortunately, Mom left before she could notice the quick-rising bulge in my jeans. I closed the door, stripped, and dug out my shorts. I tried to find the tightest pair of underwear, so that my cock wouldn't slip out accidently. I covered these with the baggiest trunks I could find. Mom would flip if she knew her own son got a raging hard-on for her. I went out into the living room, and Mom was putting a tape in the VCR. Our TV was fairly small, and in those days, VCR's weren't nearly as nice as they are now. I stood behind Mom, mesmerized by her ass as she bent over, fidgeting with the VCR. I had to clasp my hands to keep from reaching forward and kneading her soft globes. Now I knew why I was always turned on by older women. Mom stepped back and made room beside her for me. "I think I'd better stand behind, Mom. That way I can watch how you do the workouts...and clumsy me won't be bumping into you." Mom agreed and started the tape. I was in heaven. Watching Mom bend over, squeeze her butt, jiggle her breasts. My favorite was when she did a partial splits, leaned forward with her hands on the floor, and did a sort-of combination pushup and hip thrust. She would lower her chest to the floor, then arch her hips back. It looked painful, but the view was intense. It was quite difficult to maximize viewing and still trying to work out. I did get a full workout, eyes and body, and by the end, I could barely find the energy to flop on the couch. Lazlo, though, was still pretty stiff. Mom looked down at me and grinned. "Looks like sonny-boy is more out-of shape than his old Ma." I wanted to offer to give her a different work out, but I was too exhausted to do anything. Besides, I had to plan. I was going to be staying with Mom for 3 months, so I figured a month to seduce her, then two direct months of pleasure, and years more, too. For the next two weeks, I worked out with Mom, and while she was at work. I was still young enough to get into better shape fairly quickly. I always stood behind her, and loved the view. Mom had a variety of outfits she wore. She had many leotards and tights, and she wore different combinations of each. She sometimes would wear tight cotton shorts and a tube-top. The first time she wore it, I could see the sweat stains gather at her crotch. I had to leave the exercising and jack-off in the bathroom that time. Mom was worried, but I just claimed stomach cramps. She even wore a bikini once or twice. After three weeks, I figured out that the white leotard was her favorite, and by checking the hamper and smelling her wonderful scent, I knew she didn't wear panties while exercising. After laundry on a Saturday, Mom went to visit Grandma, leaving the house to me. I went into her room, skipped all her lingerie drawers (I knew the inventory by heart from my younger days of wrapping my cock in her soft lingerie and cumming into tissues), I had already checked out her new stuff from the past 3 years, and wrapped them all around my cock while she was at work. I went to her work-out drawer and pulled out her white tights. I took them to the sewing room and gently used her seam-ripper to weaken the crotch. I left enough stitches to hold while she put them on, but I was preparing myself for a great view. That evening, Mom didn't wear the white, she wore shorts and a half-shirt. In a way, it was to my advantage. Mom stretched a muscle in her lower back halfway through the workout. She collapsed on the floor onto her stomach, moaning. I got some baby-oil from the bathroom and started to rub her exposed back. Even though I was trying to lessen her pain, I was getting really hard from the contact. My oily hands glided over her bare midriff, feeling the soft, smoothness of her skin. Her pain was mostly at the waistband of the shorts, so I focused there, sliding my fingers a little lower now and then. As Mom began to relax, I spread my massage out. I moved up her back and under the back of her shirt. Mom's back was slick with oil, and my hands grasped her skin. In my mind, I was begging for her to turn over, but she never did. I managed to get my finger along the top of her crack, beneath her shorts, but that was as far as I dared. I think Mom had an idea of how much I was enjoying rubbing her - I was being as sensual as I could, but she never made any mention. Not even of the huge bulge in my pants that her elbow brushed against as she stood. Mom thanked me for the rub, then went to take some aspirin and soak in the tub. My mind's eye saw her peel the half shirt off, her bra-less breasts swaying free, her sliding the shorts over her hips, her ass sticking out as she bent over to free her feet from them. While Mom was in the bath, I stole into her room, lay on her bed and just rubbed myself on her sheets until I came. I just managed to grab some tissue to shoot on. Mom didn't exercise the next day, but she did watch me. I have no idea what she was thinking, but with her eyes glued to me, I made sure to give her the best show I could. I squeezed my butt at her, flexed my arms when I could, and generally tried to give her as much a show as she unknowingly gave me every day. I think something happened, because she was flushed pretty red by the end, and she excused herself to her room quickly afterwards. The next day, Mom wore the white leotard. She didn't have any tights on - by now the July temperature was into the 90's. We started working out, my eyes were glued to Mom's crotch. The seam was slowly splitting throughout the exercises. I could glimpse some brown hairs peeking out during some of the stretches, but not much else. Then we got to the event I was waiting for. Mom slid her legs apart into the splits. She bent slowly forward, her palms flat on the floor. As she spread her legs further, I saw the seam unravel fully, and a huge hole appeared right at her pussy. I could see that her hair was trimmed close, and her outer lips were full and hanging down a little. Mom thrust her hips up and back, and her lips opened just slightly. The inner pink gave me more of a hardon than I'd ever had. I started to lean forward, drawn to her. My hand moved slowly to my crotch, preparing to free myself and take this opportunity to slide into Mom. At that moment, Mom must have felt that her pussy was exposed, because she reached down to check. When her hand brushed her pussy, my cock jumped. Mom quickly closed her legs, and turned very red. She didn't face me, but I could see her neck and shoulders flush. Mom didn't say anything, but rushed into her room. I rushed to the bathroom, freed my cock and started jerking into the toilet. I was breathing hard, ready to cum, when I heard a sound from Mom's room. She was panting and sounding just like I did when I was masturbating. The bathroom had two doors, one from the hall, and one from Mom's room. Her door wasn't completely closed, so I peeked in. Mom still had her leotard on and was fingering herself through the open hole. She was pinching a nipple through the material. My hand started moving faster and faster while my eyes were glued to Mom. Her finger was disappearing into her. She wiggled it around then brought it out and up to her lips. She slowly started sucking it. It was the most erotic sight I had ever seen. My 41 year old Mom sucking he own juice of her finger. I felt my cock tense and the cum start to flow up and out. I squeezed hard, delaying for a few seconds to see what she would do next. She took the finger out of her mouth, brought it back to her pussy and started to finger herself quickly. Mom's hips were thrusting into her hand and her other hand was tugging on her nipple. I squeezed harder and was just about to shoot when I saw her beautiful lips mouth my name! My cum splattered on the door. I must have shot 5 or 6 times, leaving huge white trails on the door. When I was done shooting, I realized that if Mom opened the door, she'd see me. I closed the door in quietly wiped my cum from it. I went to my room and tried to figure out how to let her know I knew she wanted me, and that I wanted her, and how to make it all happen. The next afternoon, we prepared to work out, again. Mom was wearing slick, spandex shorts. I'd never seen them before, so I knew that the were new. She also had on a spandex top. There must have been a sale on this new material, since she must have bought both items today. As we started working out, I noticed that there was something strange about her crotch, but I couldn't figure out what. I knew that I had to make my move soon. Time was getting short, and if I wanted to maximize our love-making time, I'd have to get to her soon. I decided that today would be the day. I stood back and watched Mom. I pictured her in her room, masturbating while thinking of me and got hard. I started stroking myself watching her, getting harder and harder. By the time of my favorite exercise, I was rock stiff.

Mom had her back

to me and was thrusting her hips back and forth, her ass cheeks

clenching tightly with each movement. I wasn't watching her ass

this time; I was watching her crotch. The strange thing I

noticed earlier was that her pubic hair was gone. Completely

shaved smooth. I couldn't believe how much it turned me on. I

imagined running my tongue along her smooth lips, tasting her. I

imagined sliding my cock into her, feeling her bare skin against

mine. I was about to explode.

I walked up behind Mom, my cock pressing against my shorts.

I couldn't wait any longer. I had to make my move. I reached out and placed my hands on her hips, feeling the smooth spandex under my palms. Mom flinched slightly but didn't pull away. I slid my hands around to her stomach, feeling her muscles tense under her skin.

"Mom," I whispered, my voice husky with desire. "You look incredible. I can't stop thinking about you."

Mom turned her head slightly, her eyes meeting mine in the mirror. "Ethan," she said, her voice breathless. "What are you doing?"

I took a step closer, my hands now on her shoulders. "Mom, I saw you... I saw you the other day, in your room. I saw what you were doing."

She looked away, her cheeks flushing. "Ethan, I... I don't know what to say."

I leaned in, my lips brushing against her ear. "You don't have to say anything, Mom. Just let me show you how I feel."

I felt her tremble slightly, but she didn't pull away. I moved my hands down to her waist, then lower, cupping her ass and pulling her against me.

Mom gasped as she felt my hardness pressing against her. I couldn't help but grind against her, the friction driving me wild.

"Ethan, we... we can't," Mom whispered, her breaths coming faster.

"Why not, Mom?" I murmured, my lips grazing her neck. "Don't you want this?"

She was silent for a moment, her body pressed tightly against mine. I could feel her heart racing, her breathing ragged. "Ethan, we can't. It's wrong. You're my son."

But it was too late, I was entering her.

I had one hand on her hip, the other caressing her cheek. Gently, I urged her forward, hips thrusting slightly to compel the entrance of my hardened cock into her waiting, warm, wet pussy.

Mom cried out softly, her eyes closed, her body trembling as we began to move together.

I was hyper-aware of every sensation, every movement. The feel of her silky, smooth skin, the scent of her hair, the sounds of our bodies meeting and separating, the taste of her salty, sweet sweat on my tongue as I kissed her neck.

It was all too much, yet not enough. I wanted her, all of her. I wanted to devour her, to consume her, to become one with her.

Our movements began to synchronize, our bodies finding a rhythm that was familiar yet new. My hands explored her, tracing the curve of her spine, the swell of her breasts, the roundness of her hips. I felt her hands on me too, fingers tracing the muscles of my back, my arms, my chest. She was touching me like she never had before, like she was rediscovering me.

I could feel her tightening around me, her body tensing as her orgasm approached.

I whispered into her ear, "That's it, Mom. Let go. Come for me."

Mom's breath hitched, and she let out a soft moan. Her body began to shudder as her climax swept through her. I held onto her, my fingers digging into her hips as I ground against her, drawing out her pleasure.

As her orgasm subsided, I started to move faster, my own release building. I could feel the heat rising in my body, the tension coiling in my belly. I was close, so close.

Mom turned her head, her eyes meeting mine in the mirror.

"Ethan, we can't," she said, her voice barely a whisper. But I was still thrusting into her, my hips slapping gently against her spandexed ass.

I couldn't stop, not yet. "Yes we can," I groaned, my voice low and guttural. She could only manage a groan in return.

Her eyes closed, her head falling back against my shoulder. I reached around and cupped her ample breasts through the fabric of her leotard. I could feel her hard nipples poke through against my palm. "I'm so close.." I gasped.

"Oh, no..." she moaned, resigned to what was happening, unable to stop it or herself.

Her hips moved in sync with mine, meeting my thrusts, our bodies finding a natural rhythm.

I pinched her nipples gently, rolling them between my fingers, feeling her shudder with pleasure. Her hand reached back, wrapping around my neck, pulling me closer. I bent down, my lips finding the side of her neck, kissing and sucking softly, tasting the salt of her sweat.

Mom let out a low moan, her body arching back against mine. I could feel her muscles tightening around my cock, her pussy clenching me like a vice.

"Ethan... oh, God..." she murmured, her voice barely audible. "I... I can't... we can't..."

But her body was betraying her words, her hips moving in time with mine, her breath coming in short, sharp gasps. I knew she was close again, her body tensing, her muscles quivering.

"Oh my God, here it comes" I gasped.

She groaned out "Oh no, Oh no!" but her hips still rocked back into me.

Suddenly I pulled out of her. She gasped in shock and begrudging disappointment. "No, wait.." she began.

But I pulled her down onto the floor on her back. "Please Mom, I need this" I begged, even as I pushed my cock back into her.

"Ok, ok," she relented, pulling me down on top of her.

I thrust into her again, and we found that perfect rhythm once more. Her legs wrapped around my waist, pulling me in deeper with each thrust. I could feel her nails digging into my back as she held on for the ride.

We started to move faster, our bodies slapping together with a wet, slapping sound. The scent of sex filled the air, and I could taste it on my lips as I kissed her deeply. Her tongue danced with mine, and she moaned into my mouth as I thrust harder and faster.

"I'm gonna cum" I gasped between kisses.

Mom nodded, her eyes closed, her lips parted. "Inside me, Ethan. I want to feel you cum inside me."

Her words sent me over the edge. I thrust deeper, harder, our bodies slapping together, the room filled with the sounds of our lovemaking. I felt my orgasm building, my balls tightening, and then, with a final thrust, I exploded inside her. I groaned into her mouth, my body shaking with the force of my release.

Mom's body tensed around me, her own orgasm crashing over her. She cried out, her nails digging deeper into my back, her legs tightening around my waist.

We rode out our shared climax together, our bodies pressed tightly against each other, our breaths coming in ragged gasps.

As the waves of pleasure slowly subsided, I collapsed on top of her, my head resting on her shoulder. She stroked my hair gently, her breathing slowly returning to normal.

"Ethan," she whispered softly, her voice filled with a mix of joy, regret, and confusion. "What have we done?"

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