The Upside of the Downside

As with all my stories, this work is pure fiction and only for fun. It's shorter than my last two and not as in-depth. I am not Shakespeare so suspend reality and enjoy the ride. All characters are over 18.

*****

Preface

My big fat ass slapped and clapped against Scott's thighs as I bounced up and down on that big ten inch cock. My fat tits banged together and draped just above Scott's face. I had been riding my wet, hairy cunt on his huge dick for nearly half an hour. Scott's hands clung to my meaty ass and he occasionally spanked it as I bounced. His cock filled my pussy completely and since we first started fucking, I had become very sexual and wanted it every night, something I had never been before in my whole life.

Just then, I brought my bubble butt crashing down, taking Scott's big dick deep inside and grinding it as I reached orgasm, screaming with pleasure. "OH YES... OOHHH! 19 year old Scott slapped my ass hard and then resumed pumping ten inches back up his horny mom!!

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Chapter One -

Just To Take Away The Pains

Sleeping together in the small double bed, I had got used to waking up and seeing his huge morning hard on's. The first time had come has a real shock, looking down to see that massive dick lying heavy and hard on his stomach while he slept. I had always known Scott was a `big boy` but I had no idea he was that BIG!

Sleeping so close to my son had been a major change in both our lives, but we were trying to make the most of a bad situation. You could say that getting to see that huge specimen of manhood every morning was the only upside to the downside of the troubled times we had come to find ourselves in.

I had never been a very sexual person but I suddenly found myself getting very turned on by this daily sight. Scott's cucumber sized cock was not only very long but also very thick, what could easily be described as a real `pussy pleaser! `I could lie there, watching the thick veins in the hard shaft almost pulsing, the large head stretching way beyond his belly button.

At first I had some feelings of guilt about looking at his giant weapon, but as the days went by, and I got hornier, I began to lose this and just wanted to reach down and take his big tool in my hand.

During the rest of the day, I would try to act normally around my son and despite the close proximity of our new living conditions, I would avoid physical contact. But my mind was always on that huge thing inside his pants and counting the hours until I could get to see it all hard and stiff the next morning before he awoke.

Being my son, I knew that I could never do anything about my unnatural urges and my growing desire to play with his big cock... That was until one day about three months after I had first set my eyes on his monster.

"I keep getting this pain in my groin," he had said to me. Trying to play the concerned mother, I told him to go and see the doctor, which he did.

The conversation that we had after he returned really got me thinking. This is how I remember it.

"How did you get you on," I asked.

"Well... alright I guess, He said I am suffering from some condition that affects a lot of men."

"What's that?"

"Well, it's a bit embarrassing... He says the pain I am getting in my balls is caused by a back-up of sperm... basically its caused by not releasing it enough!"

"Oh I see... what can you do about it?"

"Well the best cure of course would be sex, but as I told the doctor, I am single so that isn't happening."

Now as you can imagine, I felt my heart jump as he said this. I instantly thought the most taboo and dirty minded thought that had ever entered my head, Sex with my own son.

I tried not to look flustered as I said,

"Are you really in a lot of pain?"

"It's a dull ache at the moment but the doctor thinks it will get worse... I'll have to see how it goes."

With images of his huge throbbing cock and those big cum-filled balls in my mind, I tried to carry on with the day but could not help wishing I could help him `relieve` his problem.

*********

The following morning, I awoke at my usual time of just after 6am. As usual the covers had been kicked off in the night and Scott was asleep beside me, His massive truncheon sticking out over the top of the waistband of his boxers, as it had done every morning. The difference this morning was that I knew he had a pain in his balls from all the hot cum that was built up in them. I had seen him wince several times last night with what was clearly a discomfort.

During the next few days, I watched as his pains got worse. In normal circumstances of course, he would probably have locked himself away in his room and `taken care` of himself, but here he had no room of his own and the bathroom had no lock on the door, so I guess he was afraid I would walk in while he was whacking off his big stick.

"Are you taking any pain killers for that?" I asked as I saw him lean forward and grit his teeth in pain.

"No, they don't take it off." He mumbled in reply.

"Is it getting worse?" I asked although I could see that it was.

"Yeah, not a dull ache anymore, more like a searing pain."

"Not sure what to say love," Of course what I wanted to say was "Let me take care of it for you" but that would have been so wrong and he may of gone mad.

By the end of the next day, he was clearly in a lot of pain. As I climbed into bed, wearing only my thin nightdress, he was still awake and quietly groaning.

"Is it that bad?" I asked.

"Yeah... I'm in fucking agony" he bluntly replied.

"You will have to go back and see the doctor."

"He already told me there isn't anything he can do about it."

I took a moment to pluck up the courage to say,

"Why don't you go to the bathroom... I won't come in!"

He turned his head and looked at me rather surprised.

"What do I wanna go in the bathroom for?" He said.

"Well... you know... " I replied.

Scott frowned at me and really didn't seem to know what I meant.

"Oh dear... well, you know, go and do what the doctor said you need to, to get rid of the pain!" I said trying not to laugh.

He took a moment to understand but then he laughed and said, "Oh I see... no... I don't really do that!"

Now it was my turn to look surprised.

"What you never... you know... masturbate."

"No not really" he said, turning his head back away from me.

"Oh I see"

For the next few moments neither of us said anything. Then getting rather inquisitive I asked.

"So how do you relieve yourself?"

He again looked at me rather surprised by my forwardness. I guess I had become rather different towards sexual matters since I had been looking at his whopper cock.

"Well... I guess the rare occasions when I have had sex were enough to stop this problem from happening... maybe it's just been too long!"

I suddenly felt a hot sensation in my cunt and a very unnatural feeling towards my son. It was so strange but I actually lay there next to my semi naked son, and thought about having his large fat cock inside me. I actually thought about having it off with my son!!

Neither of us said anything, but I wondered if he was thinking the same thing. He knew that sex would help to take away the pain he was in and relieve the build up of cum in his balls.

I was getting more excited with my thoughts than ever before and found a new found courage to say things that I would never have dreamed of saying to Scott before.

I took a deep breath and turned my head towards him, then said,

"Well if you weren't my son... I would help you out!"

Scott turned his head back to face me. The small bed meant that our faces were just inches apart.

He smiled and without any hesitation or shame said,

"Well don't let that stop you!"

You can imagine my shock; I was not prepared for such a response. Although I was horny, I had to let that last remark sink in.

I nervously laughed and replied, "Easy big boy!"

Only after I had said it, did I recoil. I could instantly see the look on his face.

He then looked down towards his crotch and then smiled.

"Oh... so you have seen it have you?" he said, returning his gaze to me.

I was mortified that he now knew I had been looking at his erect cock but he actually seemed ok with it. His smile had become a rather smug and cocky look.

"Well... It's just... errmm... I see it when your asleep... errr... sorry." I said in a clumsy reply.

He laughed again and said,

"It's Ok, it was bound to happen sleeping this close together... it's a bit of a curse really... being so big!"

"How do you mean?" I replied.

"Well... its ten inches long... difficult to hide."

I had assumed he was around that size but hearing him actually say it sent a shiver running down my spine and a sharp tingle in my pussy.

"Well... errm... yeah that certainly is BIG!" I said, as I gazed downwards to his crotch, covered now by the duvet.

Just then he winced again as the pain in his balls hit him. He closed one eye and gritted his teeth.

I felt partly sorry for him being in pain and knowing that I could help, mixed with the sexual desires I was experiencing in wanting to get hold of his huge gear stick. This made me blurt out a sentence that would change my life.

"Would you like me to jerk your dick?"

I had never used sexual language to my son before but it felt so good to say it.

His eyes shot wide open and he audible gasped. For a moment I feared I had gone too far and he was upset at my suggestion. But as fast as he had appeared shocked his expression changed to a giggle and a broad smile.

"Oh... errm... well... I would love that... but your... my mom!"

His expression changed again to one of uncertainty, almost asking if I was sure about what I had just said, which I myself was not sure about.

"Well... it's just that you seem to be in so much pain... and I could help you... but only if you wanted."

He smiled again now and said, "No, No I would love that... if you would be willing to do it?"

We were discussing a mother doing an unspeakable act with her own son... even if it was technically for medical reasons.

Showing him that I was serious, I grabbed hold of the covers that were over us both and yanked them back. Scott was just in his boxers but I could see a definite bulge appearing underneath the thin material. Clearly my naughty suggestion was getting him harder.

My nightdress, exposed my boobs very nicely, my large 36D rack flopped on my chest and to the sides, almost falling out of the confines of the pink lacy top.

I turned onto my side and placed my hand upon his chest and looked into his eyes. His gaze fell down to my bulging tits which were now squashed against his side.

"Are you sure about this?" He asked me again as I began to slide my hand down over his stomach and towards his fast growing cock.

"Yeah... If you are?" I replied, again questioning what I was about to do.

He nodded sharply and smiled.

My hand reached the waistband of his boxer shorts and over the top of the now very obvious and obscene bulge. I immediately felt the hard shaft against the palm of my hand as I ran it down and along to his balls, which I gently cupped with my fingers.

Scott let out a slight groan and closed his eyes as I did this. I too felt a surge of sexual excitement run through me as I felt it for the first time. The big huge hard on of my well hung son!

I had never felt this way in my entire life before, rubbing my hand along the large, barely covered, massive erection of Scott's cock, I began to breathe heavier and my pulse rate quickened.

I wanted to touch the naked flesh of this monstrous weapon, so while gazing lovingly at my son's face, I took my hand and forced it underneath the waistband of his boxers. The head of his prick was right there and I immediately felt it jump as my touch landed on the shaft.

I wrapped my hand around it and tried to get my fingers to meet on the other side, but his mighty dick was already too big in thickness to allow me to close my hand.

"Oh my god... you are huge!" I said with a gasp as I gently squeezed my hand against the throbbing hardness of his shaft.

I looked down along his body to see my hand hidden under the material of his boxers, as I slowly began to move it along the biggest man's pole I had ever held in my grip.

"Ohhh yeah... mmm... that feels good G."

He said as I began to jerk him off. He had always called me by my first initial, ever since he was little.

Just then he reached down and slightly lifted his hips, thrusting his big cock even further into my gripping fist. He swiftly took hold of the boxers and yanked them down, uncovering my hand wrapped around his massive shaft.

I gasped again as the full realization of what I was doing hit me. All the time I had been unable to see my hand actually jerking him it seemed ok, but now here it was, fully naked and fully erect.

"Oh wow, look at that!" he said.

"It is so big Scott... I can't believe you have had this hidden away... ten inches of cock!!" I replied smiling.

For the next few moments we just laid in silence as I pumped my hand and fingers up and down the whole length, beating my fist against his equally well proportioned balls.

It was an amazing sight and an even better feeling to watch that hard massive dick sliding through my fingers. Taking control of it made my whole body ache for the good, hard seeing too that I had for so long, gone without.

I could see from the expression on Scott's face that he was not going to last for too long. He let out deep groans of pleasure as I continued to jerk his big cock.

"Oh yeah G. Play with my dick... OHHHH!"

This made me even lustier for the long dong that I had in my hand. I released it from my grip and allowed it to slap down heavily and hard on his stomach.

Before he could realize that I had let it go, I brought my fingers to the top of the head and lightly scrapped my nails right along the shaft. His dick flexed as I did this and he again let out a deep groan.

I felt naughty and so turned on, my pussy was getting wet and aroused, but I concentrated only on pleasuring my son.

"BIG BAD BOY!" I said firmly, while looking directly at the ten inch monster. Then I raised my hand a little and began to gentle smack my fingers against it, it moved from side to side, just centimetres above his midsection, as I slapped it... I looked up to his contorted face and smiled to myself at the pleasure I was giving him.

His balls now looked even bigger and I was ready to see just how much of a build up was in those things.

I lifted it back up, so it pointed straight up towards the ceiling, like a big ten inch cucumber, only this was a real man's cock... my own son's big bad cock!!

"Make me cum G. I am so close." Scott said as I again began to pump my fist up and down the massive stick.

"Yeah come on then... Give me all that hot sticky cum."

I was surprising myself with all the naughty things I was saying.

I now beat him off with a dominant, almost angry, fury, whacking my hand along it in almost a blur.

"Here it comes... OHHHHH... FUCKKK!"

He cried out as I watched a thick stream of white rope like cum blast from his cock and reach high into the air before it fell and landed across his stomach and chest, followed immediately by another huge jet. That one shot up and dropped just inches from my face, some of it landing on his chest, the rest ending up in a little puddle on the mattress beside me.

"OH MY GOD... OH SCOTT... OHHH!"

I could only keep jerking him off as blast after blast of hot spunk fired from the tip of his cock, my hand quickly got covered in the white gunk, my fingers feeling wet and sticky as I coated his whole ten inch pole with the cum.

I now saw why he had been in so much pain; there was no way his balls could have held all this spunk. About five or six table spoons worth of sperm had erupted out, leaving his stomach, chest and some of the bed, with thick ropes of cum draped across like spaghetti.

"Oh Scott... That was... amazing love!"

He looked down at all the spunk spread around, then looked at me.

"Wow... oh yeah... that feels much better already... oh fuck... thanks G."

I simply smiled and kissed his chest, just inches from a big dollop of his potent cream, the smell of which filled my nostrils.

My wet and cum covered hand continued to run along the length of his still semi-hard cock, sliding my fingers through the remains of sticky goo.

As I lay there, I tried to tell myself that this was just to help him relieve his pains... but I was already thinking about the next time!

******

Chapter Two -

Waking Him Up The Way Every Good Mother Should

I awoke early again the next morning after sleeping very well.

The guilt over jerking off my son's nice big cock was nowhere near as bad as I expected... In fact I felt pretty good about it.

I was laying on my side with my back to him, but he had snuggled up behind me. His arm was draped over my hip and his hand was against my stomach. I could feel his breath on my neck as we lay in a spooning position on the small double bed where I had made him cum so hard last night.

Now, I could feel his cock, rock hard once again, but this time his huge morning wood was pressed right up against my big ass, that giant ten incher wedged between my sleeping son's body and my big fat ass!

It felt wonderful to be cuddled up like this with my son and to awaken with that huge whopper pressing into my ass. I grinded my ass backwards and felt his cock sliding over my flesh, before it become lodged in-between my cheeks and I clenched hard, trapping it there. I groaned quietly and savoured the feeling of having that huge slab of man-meat between my ample backside.

We stayed like that for some time before Scott stirred and rolled himself over, dislodging his dick from my ass cheeks with a loud pop! I then turned onto my back and looked over to see his massive, naked erection laying heavy and hard against his stomach. Feeling horny again, I reached my hand down to take hold of him. He stirred as I wrapped my fingers around it and took a firm grip.

The sheer size of this big dick, still took my breath away. It felt even bigger this morning as I started to pull on it, sliding my hand up and down my son's ten inch gearstick. He murmured with pleasure as his eyes flickered open and immediately focused on my fisting hand. He smiled widely.

His gaze then shot to my cleavage, my nipples hard and erect.

"Nice big rack!" He said, as I continued to jerk on his big, fat prick.

I turned onto my side and my naked big boobs flopped against his chest, as I snuggled in tight against him. I was not sure when during the night I had taken off my nightdress, not that it mattered... Maybe he had pulled it off?

As much as it was strange to be totally naked in bed with my very well endowed son, it also felt oddly right.

"Can I touch `em?" he asked.

"Yeah... you can play with them while I play with THIS!" I said sternly as I gave his cock a playful little slap with the palm of my hand, causing it to bounce slightly from side to side.

Scott's hands both cupped by boobs and he started to massage them, rubbing his fingertips over my sensitive nipples.

I looked back down his body to his large meat as I again began to slide it through my fist. It was the most erotic thing I had ever experienced, having Scott squeezing my tits while I played with his huge dick.

" Oh shit G. That feels so good... oh, love your boobs!"