It was my mom's birthday and I knew it would be a rough day for her after all her and dad were recently divorced and she seemed very depressed. Being just 16 I didn't have much money but I wanted to do something special for her. After school a friend took me to the mall to look for a present. I spent a long time looking for just the right present. Everything I saw was much too expensive. Finally I wound up in the lingerie department, but even there all the nice robes or nightgowns were out of reach for my Budget. A saleslady stopped and asked if she could help me. "I am looking for something nice for my mom, but I don't have much money", I said. "How much are you planning on spending" she asked. "10 bucks or so is all I have" "Hmm... Let's see... Well how about some nice panties?", she asked. "But she's my mom, I can't buy her panties" "Nonsense, all women like getting pretty lacy panties" "Well, I don't know..." She took my hand and led me over to where the panties were. She showed me lots of styles and colors, then picked up a pair of blue lace bikini panties. "These are pretty", she said holding them up. "Well she's kinda heavy, not real fat but sorta", I said. "What size is she?" "Uh, I'm, not sure. 16? Maybe" The saleslady laughed. "Honey, a size 16 panty would be huge. Here I'll show you" She rummaged through a pile of panties and held up a pair big enough to fit a cow. "She's not that big is she?", she asked. "Oh no, she's about your size I think" "Well I wear a size 7" "Oh, ok I think that will fit her then" "Ok, now what style does she like?" "Style? Uh, I don't know" "Well, there's low rise like bikinis, briefs which covers most everything, high rise are higher in the hips, then there are control briefs that hold in the tummy, they cost more though." "How much more?" Well the control panties range from 7 to 12 dollars." "Per panty?" "Yes, but the others are from 2 to 4 dollars each." "Gee I don't know, what do you wear?" " "Come with me, I'll show you." She led me into a dressing room and closed the curtain. She raised her dress up to her waist. She had both pantyhose and panties on. She pulled her pantyhose down her panties were white. She turned around and modeled them for me. I felt my peepee getting hard. "These are briefs. They are quite comfortable, and have a cotton crotch", she said. "Is that important?" I asked. "Sorta, it absorbs moisture. See how they fit? Nice and smooth" She rubbed her hand over her tummy and her bottom. I reached out and felt them too. She didn't get mad as I ran my hands over her butt and tummy. Then I felt between her legs, they felt wet there. "Whatya think?", she asked. "They're nice", I said. "Yeah, your mom should like these", she said pulling up her pantyhose and putting her dress down. We walked back to the floor. "I'll take four pair", I said. "What colors?", she asked. "What do you like?" "Uh, lets see... Let's give her white, blue, pink, and a sexy black pair. Ok?" "Sure!" "Your mom is a lucky gal to get these nice panties", she said as she folded each pair in tissue and boxed them in a gift box with a ribbon. I paid her and she gave me my change, the box, and a wink. My friend was waiting outside for me, he asked what I bought my mom. "Uh... Oh just some clothes", I said. All the way home I thought about the saleslady showing me her panties. I got home about an hour before my mom was due to get home from work. I wondered what I could whip up for dinner as I didn't want mom to have to cook on her birthday. I found some spaghetti sauce in the freezer. I took it out and put it on the stove to heat up slowly. I made a salad with italian dressing. I found a bottle of wine in the fridge still unopened. I took it out to warm up a bit. What else? I thought. Cake, we need cake! Hmm... I searched the cupboards, all I found was hostess cupcakes. "Well these will hafta do", I thought. I found the birthday candles. "Perfect!", I thought. I still had a few minutes, it was a warm day so I went to my room and stripped to my shorts. I always ran around practically nude around mom, she didn't care she was cool about nudity. I was always seeing her naked. On hot days she would even go nude or topless around the house if it was just us alone. My penis was still stiff thinking about the saleslady. I heard mom drive up and I greeted her at the door with a hug and kiss. "Hi, honey how was your day?", she asked. "Fine, How was yours?" "Good, the girls took me to lunch for my birthday." "Sit down tonight I wait on you", I said smiling. Mom patted my cheek. "Ah, your sweet honey, but I gotta get dinner going", mom said. "Dinner is cooking, you just relax", I said. "Your cooking dinner?" "Yes, everything under control." "So what's on the menu?", she laughed. "Well how does tossed salad with italain dressing, and spaghetti with my secret sauce sound?" "Umm, sounds yummy, your secret sauce huh? What's in it?" "That's the secret." Mom laughed. "Oh I see. Well since everything is under control your old mom is going to get comfy." "Good idea!" Mom went into her room as I checked dinner. I poured her a glass of wine and waited for her to return. When she came out she was wearing a pair of white panties and an old bra. She sat on the couch and I brought her the wine. "What's this?", she asked as I handed her the wine. "Wine, for madam", I said smiling. "Hmm, I didn't even know we had wine in the house." "It was in the fridge." She sipped her wine. "Mmmm... This is great! Your full of surprises tonight", she said. "You ain't seen nothing yet", I said. "Oh really?" "Yep, trust me." "Ok, your the boss." I sat next to her she looked sexy in her bra and panties, still I wanted to see her titties. "Turn your back a minute", I said. "Why?" she asked. "Just trust me. Mom shrugged her shoulders and turned her back to me. I reached over and unhooked her bra. Mom didn't argue she let me remove her bra. Her big titties swung free. "Isn't that better now?", I asked. "Yes, I don't even know why I put a bra on. I really hate clothes at heart", she said. " "Wanna take your panties off too? After all it is your birthday you should wear your birthday suit." Mom laughed. "Yeah your right, go ahead and take my panties off." I knelt between mom's legs and hooked my fingers in the waistband of her panties. She raised her butt up as I pulled them off. I was looking at her pussy. She kept her pubic hair trimmed short, her pussy lips were thick and pink. I kissed her tummy then I got up and put her bra and panties in her room. I stopped in my room and took off my shorts. I walked back into the living room mom was sipping her wine. She smiled when she saw I was naked. "Oh you got comfy too huh?", she said. "Yes, it's ok isn't it?", I asked. "Sure, that's fine." I refilled mom's wine glass and sat next to her on the sofa. We chatted I looked at mom's titties gosh they were nice. They were real big with big brown nipples. I really wanted to touch them. Mom had her legs spread wide as we talked. My penis was stiff and mom touched it. "Your peepee is sure needing attention huh?", she asked. "Yeah it's been kinda hard all day", I said. "Haven't you masturbated lately?" "Not for a few days, I might tonight though." "Do you want a blowjob?" My heart was pounding I couldn't believe mom just offered to suck my cock. "Sure, but you don't have to unless you want to", I said. "I don't mind as long as your ok with it", she said. "I am", I said. Mom knelt between my legs and started licking my cock. Her smooth tongue licked up and down the shaft. Then she put it in her mouth and started sucking on it. It felt so good as her tongue swirled around the head. She really sucked hard until I came in her mouth. She swallowed every drop then licked my cock clean. She sat back up beside me and sipped her wine. "Feel better?", mom asked. "Yes that was great!", I said. My cock was normal size now. We talked as mom sipped her wine. I put my hand on mom's leg and rubbed her thigh, then I rubbed her round tummy. "After dinner you can take a bubble bath then I'll give you a massage ok?", I said. "Oh honey, that would be great. Your so good to me", mom said. "I just want you to be happy and enjoy your birthday." "I am, thanks to you." Mom kissed me on the lips. At first it was just a peck, but then I put my arms around her and we kissed hard. I put my hand on her left breast as we kissed and felt her up, mom didn't object. I lef my hand go lower, between her legs to her pussy. Her pussy was wet. I rubbed her pussy lips a few minutes, mom moaned softly. I put two fingers in mom's pussy and started to finger fuck her, but I didn't want her to cum just yet so I stopped and took my finger out of her. "Don't stop, it feels so good", mom said. "There will be more later", I said. "But I'm all hot and bothered now." I smiled. "Trust me, it'll be worth waiting for." Mom smiled and laughed. "Ok, whatever you say honey", mom said. I went and fixed dinner then I went and got mom. I stood beside her and bowed. "Dinner awaits madam", I said with a smile. I held out my hand. Mom took it and got up. We walked into the kitchen with my arm around her. I pulled out her chair and she sat down then I pushed her chair up. I served her and got her another glass of wine. I sat down and we started to eat. "Umm, umm, this is terrific", mom said. We sat and talked, and ate, and laughed. We took our time and enjoyed ourselves. At one point mom had her elbow on the table talking to me and her right tit plopped in her plate and got sauce all over it. Mom started to wipe it off with her napkin but I stopped her and licked it off with my tongue. Mom just laughed. Mom finished her second plate of spaghetti and pushed her plate away. "More?", I asked. "Oh no, sweetie. I'm stuffed", mom said rubbing her tummy. "Ok, stay here I gotta go potty", I said. I went to my room and put a candle in the center of the cupcake and lit it, then grabbed her present. When I entered the kitchen I started singing Happy Birthday. I sat the cupcake in front of mom and told her to make a wish and blow out the candle. Mom closed her eyes and blew out the candle. She took a bite of the cupcake and gave me a bite. I had her present behind my back I handed it to her and sat down. Mom opened the box and unfolded the tissue. The black panties were on top, mom took them out and held them up. "Oh these are beautiful honey. Thank you!", mom said. "Your welcome. I felt funny giving you panties, but the saleslady said you'd like them", I said. "Oh I do, these are perfect.' "Try a pair on". Mom stood up stepped into the panties and pulled them up. They fit her like a glove. I ran my hand over her butt they felt so smooth and soft. After modeling the panties I pulled them down and mom stepped out of them. Mom gave me a big hug and kiss as we stood facing each other. I put my arms around her and hugged her. I rubbed my hand over her bare back down to her butt. I patted her butt. "I should spank you for your birthday", I said smiling. "But I'm too old your hand would get sore", mom said. We both laughed as mom sat back down and finished her wine and cupcake. I cleared the dishes as we laughed and talked. I then went and prepard mom's bubble bath. She got in and began soaking. I stayed and kept her company for an hour then she got out. I helped her dry off then had her lay on her bed while I gave her a massage. As mom lay naked on her tummy I got some baby oil and poured some on her back. I began rubbing her neck and back firmly with my hands. Mom told me how good it felt. I massaged her entire back using firm pressure. I moved lower and poured oil on her butt. I began rubbing the cheeks with my hands. Her butt was kinda fat, but it still was firm. By now my penis was hard as I massaged her legs from thigh dowm. When I finished I had her turn onto her back. I massaged the front of her neck down to her breasts. I rubbed my hands over her big breasts massaging them gently. I did her round tummy next then her legs ending with her feet. "That felt so good", mom said. "I am glad you enjoyed it", I said. "Oh, I did it was great. You made this day so special!" "I love you mom." "I love you too sweetheart." I bent down and kissed her on the lips softly. "Want some more wine?", I asked. "No thanks I've had enough." I ran my hands over mom's leg caressing it, up to her hip then back down the side. She parted her legs, I could see her pussy was wet. I reached between her legs and stroked it gently. Mom moaned. "Oh, that feels so good baby. Don't stop", she said. She spread her legs even wider as I let my fingertips rub over her pussy lips. I pushed two fingers deep inside her as she began to wiggle her hips. My free hand quickly found her left breast and I began playing with it. My tongue quickly replaced my fingers in moms pussy. She was soo wet as my tongue dove deep in her pussy. I brought her to the brink of orgasm several times then stopped just before she came. Finally there was no stopping her as her jism flooded my entire face. Her hips bucked as she had an orgasm. "OOOOOHHHH. YYYEEESSS MAKE MOMMY COME", she shouted. I sat up and kissed her lips. My hands on her titties. I began kissing both breasts then I began sucking on her left nipple. I felt her hand stroke my cock and balls. "Mom are you on the pill?", I asked. "No, but it'll be ok sweetie", she said. "Are you sure?" "Yes, fuck me I need it." I got on top of mom and we kissed. Then I felt her take my cock in her hand and push it in her wet pussy. She felt so wet and warm as I began moving my hips to fuck her. Mom's eyes were closed and she was moaning as my strokes became harder and more rapid. As I fucked mom we kissed and I had my hands on her tits. We were shaking the bed all over as we fucked. I could feel my orgasm approach as my cock slid in and out of her slick pussy. I knew mom was close to coming too. I could hold back no longer as gobs of thick semen poured in my mother's pussy. We laid still for several minutes afterward as my cock gradually began to soften and I withdrew from mom's pussy. I laid beside mom and held her for several minutes then she went in the bathroom. She was in there a long time and I began to worry about her so I go up and went to check on her. When I opened the door I saw mom sitting on the toilet douching. "Are you ok?", I asked. "Yes sweety, I'm fine. I just have to douche so we don't make a baby", she said. "Can I help?" "No, I'll be done in a few minutes. You go back to bed, I'll be in in a minute." I went back to mom's bed and laid down. After about another 20 minutes mom came in and laid beside me. We hugged and kissed each other. I felt her tits and sucked them some more before we fell asleep.