I had been away at college for about a month, and was home visiting my Mom for the weekend.  I was  still the same old Steven, a virgin, a girlfriend who we didn't do much but kiss and hug.  Kate was a beautiful girl of Korean descent, a  lovely, slender, petite athletic body, a gymnast's body.  She had a pretty, round face with bell shaped, "Dick Van Dyke' -era Mary Tyler Moore hair.  Come to think of it, she was physically and  Asian version of my Mom.

She  like me, was also inexperienced and a little prudish, but not uptight.  she and I always had a great time together, but didn't do anything physical outside a goodnight kiss and hug.

Mom and I were talking over lunch, sharing my new experiences at school.  We got to the subject of social life, and I was very honest and open with her about my life, as I have always been.  I  told her about my wonderful Kate.  Mom was very impressed, commenting, "Sounds like a keeper, that one!  Do you take good care of her?"

"Yes, I do!  I take her out to a nice dinner at least three days a week, take her to movies, dances, clubs, that kind of thing.  There's also a nice romantic waterfall in a park nearby that we picnic at when  we can.  And as I have a car, I give her rides wherever she needs to go."

"Oooh, she's a lucky woman!  Keep it up.  I'm proud of you.  So how far have you guys been going?"

"What do you mean?"

"You know what I mean, if college was anything like back in my day, you guys must be fooling around every chance you get."

"No, we haven't done that,"  I paused, a little awkwardly, 'We're taking it slow..."

"'Taking it slow?'" Mom quoted me.  "Sounds like a quality guy like you, treating her so well for so long, I would imagine she'd be ready to jump your bones!  What are you stalling for?"

Mom had a point, when we would kiss goodnight, Kate would hold the kiss longer and longer, and she would hug me tighter right against her body.  When we would part, she would give me a longing look, and say something like, "Well, I had another nice time with you Steven, you're really great...", and I would say, "So did I Kate, I'll see you tomorrow." and she would look a bit disappointed and mutter, "Yeah, see ya.."

Mom exclaimed, "Steven, does she need to get a sky writer to show you that she's inviting you to spend the night!?"

"I understand, Mom, but frankly, I'm too nervous, scared, even."

"Why is that, Steven?"

"Well, you know Mom, how inexperienced I am,  I don't know anything about women.  I don't want to go in there and fumble around and feel like an idiot and wind up blowing this wonderful thing I have."

"Steven, I told you I would teach you anything you wanted to know?  How can I help you here?"

"See, Mom, I don't even know where to start."

"Ok, I'll have to show you where to start.  Now keep in mind, what I'll show you today, you don't want to jump right to, this is a crash course, but should increase your confidence.  Let's go into the living room."

I followed her in as she sat on the couch and patted the cushion next to her, "Right here."

I sat next to her, she said, "Show me how you kiss her."

I pursed my lips and put them against her.  Mom laughed, "You keep your hands to your side while you kiss?"  I did still have my hands down, "Come on, you have to show some affection, you're acting as if you're repulsed or something."

"Just nervous, Mom."

"Well good thing you're learning this now so you don't give  her the wrong idea.  Now just gently place your hands around my waist, or over my shoulder, and oh, yeah, it's really nice if you rub her neck and shoulders while kissing."

I put one hand over her shoulder and began rubbing her neck, the other across her stomach and around her neck, rubbing it up and down along her side and back.

"Steven, that is excellent, very tender, now to work on that kiss.  You gotta put some passion into it.  Let me show you, just emulate what  I am doing."  She began to kiss me back, but moving her lips a bit, opening her mouth a little, breathing through her mouth. I did the same, she moved to sucking along my upper lip and lower lip, and I did the same.  Then she shocked my by slipping her tongue into my mouth.

I recoiled, "Mom, what are you doing!  That's gross!"

She laughed, "Steven, kissing is just as much about the tongue as the lips.  Now relax and trust your mother."

She gently worked her tongue inside my mouth, around my tongue, gently across my teeth.  She said, "OK, see how nice it is?'  I nodded.  "Steven, now you try it on me, and then we'll tongue kiss together."

So inexperienced, I jammed my tongue forcefully as deep into her mouth as I could. She pushed my head back hard.

"Steven, you're tongue is not a battering ram!  You aren't laying siege to York, you're trying to please a girl!  Now try it again.  This time I slid it in nice and gently, and followed her example, we were soon whirling our tongues around each other, in and out of each other's mouths, and we were both moaning and sighing.  I found I was holding her closer and tighter.

She sighed, "See, Steven, a little wine and soft music before the main course!"  She giggle at her joke.  "Now we're going to move on.  Now you won't get to this part for a while, unless she initiates it, but I'll show you how to undress a woman, and then give you a little anatomy lesson."

She took the hand that was around her waist, cupped it in hers, and put it on the top button of her shirt, "Now, honey, at first, you want to undress her very slowly, let it unfold, and initially, ask her if it's OK.  Don't say, 'Can I take off your shirt.'  Ask her, "You want me to take this off?"  Always ask until you know her well enough to know what she wants.  Women love a gentleman.  Now go ahead and undress me nice and slowly and keep kissing!"

I said, "Would you like me to take off your shirt?"

"Oh, yes, it's ok!" 

I undressed her piece by piece, shirt,  bra, which I fumbled with a bit before she showed me how to do it right.  (She whispered, "Don't be too much of a pro with the bra, she'll think you've been cheating!"  I loved Mom's sense of humour.)  I knelt and removed her socks, then undid her pants and pulled them down.  I stopped a bit, and looked my mother up and down, her alabaster skin, slender but strong legs, flat stomach, perky little breast like peaches, tiny nipples brown like ripe pears.  She still wore her panties, and I was hesitant.

"That was fine," she said, "but you should remember to continue kissing."  I got back on the  couch and kissed her a bit.  I finally got the nerve to ask, "Would you like me to take these off?", as I ran my finger along the waist of her panties.

Mom coooed, "Very, good, well said Steven.  Yes, please do!"

I got back on my knees and slowly slid them off down her lovely legs to the floor.  I blushed as I looked up and she spread her legs slightly.  I did not even know what I was looking at between her legs, I had seen Mom kinda naked once, but not at this level of, well, detail.

"Come back up here honey for a little anatomy lesson.  Get just like we were when we were kissing.  Ok, there are several parts that are the most sensitive for women.  Get to know what parts she likes the most.  The way to tell is listen to the intensity of her breathing, her moans and sighs, any 'ooh, oooh, ooohs' you hear.  If she shudders, then you know you're doing something right. Now we'll start with the ears and neck.  Just kiss gently, stroke with you're fingers.  Remember to kiss  gently, and use your tongue, but remember her body is not a cowlick!", she chuckled.

I began kissing her ears and neck, then she led my head down to just above her breasts. "Now these,' she put her hands on each side of her breasts and squeezed them in and out like an accordion, giggling, 'these are the breasts and nipples.  The nipples are the really sensitive parts, but you don't want to go right for them.  Start from outside, fondle caress each breast, kiss starting out and moving all around the breast until you get to the nipple."

I complied, and heard Mom letting out soft sighs, and whispers of 'yes, yes..' 

When I got to the nipple she moaned, 'Perfect, you see how erect they are, and you haven't even touched them yet!  You are a quick study, so proud of my boy.  Look at how excited you've gotten your mother!"

I blushed a bit when she said this, remembering she was, in fact, my mother.

"Ok, Stephen, there are many things you can do with you mouth here, you can suck on them, you can twirl you're tongue around, or flick it back and forth, whatever you can think of.  Just remember to pay attention to her reaction to see what she likes, keep gong, you're doing great."

I proceeded, and then moved on to the other breast.  Mom was sighing, moaning, breathing heavily the whole time, so I knew she liked it.  When I got to her other nipple, I circled my tongue and then started flicking my tongue back and forth while sucking on it.  Mom gasped softy, panted, 'Oh, yes!', as her legs suddenly flailed like she was riding a bicycle.

Alarmed, I said, 'Mom, you OK!"

"Oh, honey, that was so good, did you see how I reacted, oh you've got the breasts down, let's move on.  Now work you way down my stomach with your hands and mouth, the stomach can be very sensitive, too."

I did so, kissing down her lean, flat little stomach.  I got to around her legs but didn't know what to do from there.  She sighed, running her hands through my hair.  "Let me show you something else, before we get to the main course."

She pushed against my chest so I was sitting up straight, standing, she turned so her back was facing me.  He little heart shaped ass was practically right in front of my face.  She looked so hot, I forgot how turned on I was and how I was ready to burst.  She reached her hands behind her and told me to give her my hands.  She took my hands and started rubbing my fingers gently under her butt where it meets her legs. 

"This is another, very sensitive area that alot of guys don't know about, you can stroke it, kiss it, whatever comes to you, she'll love it, it's a little known secret.  We could do more but don't have time now."

She sat back down, and told me to kneel in front of her, between her legs.  To my surprise, she spread her legs and rested her calves on my shoulders.

"OK, honey, one other important place is the inside of the thighs.  Like the breasts, you can work these gently until you get to the vagina.  Start kissing from just above the knee and move up slowly, switching sides, teasing me.  Sometimes she might beg you to go straight into her, but take you're time, she'll thank you for it.  When she starts pushing your head and begging you to fuck her, you're doing everything right.

I'd never heard my mother say 'fuck' before, never mind when I'm between her legs working my head towards her vagina.  I felt her legs slide further over my shoulders as I worked my way closer.  Mom was writhing like crazy, moaning and panting.  She grabbed my hands and pushed them over the very top of her thighs to hold her hips down as she tried to move.

"Oh, Steven, you're driving me crazy!", her voice increasing in intensity with each word of that exclamation, to the point where she practically screamed out the 'crazy!'

My face was mere inches away from her hairless vagina.  I could smell a pleasant, musky odor with a little sweetness to it.  "Now, Steven," as she placed her fingers in an upside-down peace sign on either side of her privates. "Let me tell you about this.  This is the vagina, or pussy, don't ever call it a cunt or a beaver, that is for lowlifes.  At the top, right here, is the clitoris."

She spread her fingers to reveal a little pink bump, almost like a pimple, or something, throbbing pink.  "This is the main pleasure center for most, but like everything else, take your time getting there.  Down here are the labia, the lips, and the vulva itself."  She spread the lips apart, and I saw her fingers were glistening, it was a frothy, hot wetness emanating from inside her.

"Start with your tongue up and down the lips, then flick it inside once in a while, gently at first, but follow the rhythm of her breathing."

I began to lick up and down each side of lips and gently slid my tongue inside her.  It felt like a took a sip of some hot frothy drink when my tongue was inside her.  Pretty my face all around my mouth was coated and dripping with Mom's sweet liquid. She moaned and I could hear her breathing get heavier and louder.  I continued for a while, as she held my head.

Then she whispered, "OK, now to the clit, like the nipple, you can use your imagination, your tongue round and round, up and down side to side....." he voice trailed.

I moved up and started working on it as she instructed, Mom, was writhing and moaning and  pushing down on my head. 

Attempting to gain some composure, she started frantically saying, "Ok, the next thing you should do is....oh, God...you need to....Steven......oh, oh....!"  She trailed off again, and suddenly her entire body started convulsing wildly as I held her hips down and continued working my sticky face all over her clit and into her vagina, which was only getting hotter and wetter.

She was getting louder and louder, "Oh, God, God....Oh, don't stop, don't.....Oh!"  She took a deep breath and then started shouting, 'Oh, it feels so good!  Oh, God!  Don't stop! Oh, sooo good!"  She then let out a violent exhale, shuddered, and let out a loud, high, long shout of, 'AAAAaaahhhh, God!!!!!" 

Then she pushed my head away from her, so hard that I fell over.  I looked up at her and she was laying dazed, her head bobbing back and forth, looking up at the ceiling.  Had I done something wrong?

"Mom, you ok?"

Like a leopard she pounced from the couch and jumped on top of me, knocking me flat on my back.  She drove her lips hard onto  mine, kissing all over my wet face, getting her juices on to her.  She pressed her body hard on top of mine.

"Oh, Steven, that was perfect!  Perfect!  That was the best I've ever had!  That was amazing, you're first time!  Oh, Steven."  She kept kissing me hard, pressing hard on top of me, and I certainly didn't mind going with this.

She finally, exhausted, plopped down next to me.  She whispered in my ear, "Steven, there is so much more I wanted to show you, but I didn't realized how much you would exhaust your Mom, I just can't do more.  I'm sorry!'

"Mom, don't be sorry, you showed me plenty." and kissed her on the forehead.  She reached her hand down and rubbed my bulging crotch.

"I would help you with this, but I'm just in a daze.  But maybe you can show my how you're first lesson is going, you been practicing?  Let's see, get undressed and you can show me how you're doing while I watch you, OK?"

I quickly removed my clothes and lay down next to her, she threw one leg over mine and pushed her hips and breasts against me.  "Ok, you know what to do." she cooed in my ear.

I began to stroke my already hard cock, as she stroked my balls with run hand and ran her fingers through my hair with the other.  She whispered in my ear, 'What do you think of while doing this.  Kate, maybe some other girl, maybe a movie star or model?'

Frankly, what I always thought about was my very first orgasm, with Mom guiding me while I sat on her lap in front of the mirror.  I didn't answer her question, as all I was thinking about now was Mom pressing her naked body against me and coohing in my ear as I got closer to climax.  I continued stroking frantically until I finally exploded with a load, prolonged moan, the spew erupting all over my stomach, chest, and again, all the way up my shoulders, neck and chin.  As I came, Mom whispered in my ear, 'Good boy, good boy.'

We lay there that way for a while, both of us pleasantly exhausted, breathing hard, happy.

When we had calmed down a bit, Mom propped herself up on her elbow, looking down at me sweetly and said, "Now,...