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Matt gets an eyeful of buddy's sexy sister.

I love you because you have always been there for me, and have worked so hard, just so that I could have the best things in life. I love how much you love me."

Kelly's stomach felt like a million butterflies were fluttering around, she had to bite her lip to stop from grinning like an idiot. "Hmmm. Did you jack off last night too, Honey? Thinking of me?"

"Oh yeah, Mom. And last night was the best. I have never cum so much. It was you of course. Thinking about you. And us," he added, his voice barely a whisper.

"I thought as much. I was rather surprised to see the huge cum stains you left on my bra. Much more than usual."

Sam blushed a deep red at her words.

Slowly, Kelly turned around to face him. The bikini top that her son had untied fell away. Sam's mouth went dry. His mother's breasts were in front of him. He knew they were big and ripe, having surreptitiously peeked in at her while she would be changing, but now they were right in front of his eyes. Bigger and creamier than he remembered. Her nipples were thick and perfectly aligned. He could not imagine a more perfect sight in the world.

Kelly smiled at his awestruck expression. She gestured in the general direction of the tent in his trunks. "Go ahead, Honey. We've been open about everything else. Do what you need to do to feel better. I can't bear to see my Baby in such discomfort."

As if operating on auto-pilot, Sam pulled out his cock. He could have sworn that his mother's eyes sparkled on seeing his length. He slowly began jerking off, drinking in the unbelievable sight of his mother's body. It felt so good to do this when she was actually in front of him, instead of just being in his head. He couldn't imagine this getting better. Well, it could, dare he try?

Hesitantly, he reached for her breasts with his free hand, then stopped, unsure how his mother would react.

Mother's intuition kicked in. Kelly knew what her baby wanted. She knew what her baby needed. She tore her gaze from the hypnotizing spectacle of her son jerking his cock, and looked into his eyes. "It's okay, you can touch them," she said softly. "Had you continued with the massage, you would have touched them anyway right? Same thing."

Sam needed no further encouragement. He reached out and caressed his mother's heavy breasts. He squeezed them gently, trying to figure out how sensitive they were, not wanting to hurt her. Kelly gasped as she felt the unfamiliar sensation of a man's hands on her enormous breasts. Unfamiliar yet so good!

Letting go of his cock, Sam used both hands to squeeze her breasts, marveling at how soft and supple they were. He pulled and tugged on her thick nipples, which he once used to suckle on. He wanted more. He didn't ask for permission this time. Bringing his face close to her chest, he brought his mouth over his mother's breast and started to suck - the most natural thing in the world.

Kelly squeaked in delight, as she felt Sam gently suckle on her ripe nipple. She was in heaven! It felt sooo good, and her baby was being so soft and gentle with her, he suckled her with love. She couldn't help but recall, when all those years ago, she used to feed her darling baby boy from her breasts.

As Kelly swooned in pleasure, she felt something thick and hard poking against her thigh. She realized that her baby was obviously taken by her breasts, and both his hands were going to be busy with them for a while. She bit her lip as she considered her options. She really would be a terrible mother if she let her baby suffer in the agony of his achy cock, she thought to herself. Making up her mind, she gently caught hold of her son's erection in her hands.

Sam moaned around her nipples, as he felt his mother take his throbbing cock in her soft hands.

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