Although there was nothing sexual about the neck up, staring at my mother’s features was not helping. At forty one, mom was still damn beautiful. Her features were smooth and unmarred by even the smallest wrinkles. Her big baby blue eyes were wide and bright and of course there were those perfect lips.

Mom’s long red hair was plastered to her face and the smooth skin of her shoulders. Like many red heads, mom’s skin was fair and even with some color from swimming was still much lighter than my own tanned flesh.

“Baby?” she cut into my thoughts.

Mom calling me baby was another new thing that had started in the last few weeks. Initially I didn’t mind it, in fact even though I had just turned nineteen I found it kind of endearing. Now that I had been having inappropriate thoughts, the idea of her calling me baby had a far from innocent sound to it.

“Hey, you in there?”

“Hey!” I cried out as mom punctuated that question by reaching into the pool and splashing water on my legs.

“Well you looked like you were day dreaming.” She gave me an odd smile, “What you thinking about baby?”

“Uh, nothing, I have a lot of homework to do and I was just trying to figure it out.”

“You just got home, take some time to relax and work later.” She indicated the pool. “Come on in, the water’s perfect!”

“I…I don’t have my suit on.”

“Just take your shirt and shoes off and jump in, you’re only wearing shorts.”

“Nah, I really need to be…” I stopped as mom put on the pout and looking up at me with those big eyes asked,

“Please, baby?”

I looked down at those eyes and that little girl pout and was struck by the recurring image of her doing that between my legs. I stepped back so quickly I tripped over my own foot and fell backwards. Luckily I had been standing in front of one of the lounge chairs and sat down heavily into it. Mom clapped her hands.

“Smooth!” she laughed.

Despite my nervousness seeing her flash that huge smile and hearing her laugh caused me to smile back and I shrugged, “I do what I can.”

“Well show me another smooth move and dive on in!”

“Only one performance a day.” I told her with a forced laugh. “Really, mom, I don’t feel like swimming right now.”

“Fine, I guess I’ll just have to come get you then.”

“No, that’s….”

I trailed off and stared as, hauling herself up out of the pool, mom crawled towards me on her hands and knees. She was staring into my eyes and I sat there, unable to look away as she approached. Her tits were hanging down and threatening to spill out of the top and I could see straight down between to the pink skin of her nipples.

Mom’s absurdly fine ass was up in the air and this time my cock didn’t twitch, but grew one from before. Mom was smiling as she approached, but it seemed different; more playful, as if she knew I was looking.

Don’t be stupid, I told myself as I tried to inconspicuously place my hands in my lap to cover my now fully hard cock. Mom came up to the chair and to my horror, knelt there between my legs looking up at me.

“Come on, baby.” She said in what I could only describe as a purr, “Come play with me.”

“P…play with you?” I stammered wondering if I had somehow fallen asleep and this was just another sick incestuous dream.

“Yeah, in the pool, we can play volleyball like we used to all the time.”

‘Oh.” I nodded.

Giving me a sly smile she asked, “Why, what did you think I meant?”

I couldn’t answer right away as my eyes had been drawn down to her chest again and I stared at the beads of water sliding down them. This time mom didn’t press for an answer, she stayed there, resting on her knees, her tits less than a foot from the raging hard on beneath my hands. Finally, taking a deep breath I raised my eyes to meet hers and shrugged, “I wasn’t sure, that’s why I asked.”

“Oh, is that why?” she asked, “I’m not sure what else you could have been thinking of, not like there are too many games we could play in there.”

I felt my face growing hot, but to my relief mom didn’t push it. Instead, she reached out and grabbing the bottom of my shirt, started to pull it up.

“Come on, take this off and jump in with me!”

I wanted to resist her, but couldn’t lift my hands from my lap. Mom tugged my shirt up to my chest, then laughed and said, “Arms up!”

“Mom, please.”

“Wow, Mark, look at you.” She shook her head and removing her hands from my shirt placed them on my bare stomach. “Damn your stomachs hard!”

“I joined the gym at PC, been working out a lot,” I said then tensed up as she lightly ran her long red nails down my stomach.

“Well it shows.” She nodded, “Hmm, my boy’s become quite the man hasn’t he?”

Her hands slid up further and going under my shirt she rubbed my chest. “Tell you what Mark, your dad’s in damn good shape too; I’m the envy of all the women on the street living with two hot guys like you two.”

“Uh…thanks.” As she mentioned my father it dawned on me what this would look like if he were to come out here, mom on her knees, her hands all over me. “W…where is dad?”

“Taking a nap, he has to fly out soon,” she gave me a nasty little smile; “He went for a nice swim with me, a fun one.”

“TMI mom,” when she cocked her head, I translated, “Too much information.”

“Oh, that’s right only kids your age fuck.” She said matter of factly, “I forgot your dad and I aren’t supposed to have sex anymore. Never mind get each other off in the pool and…”

“Mom!” I exclaimed turning redder by the minute.

She laughed, “I love when you blush, shows you’re still sweet.” The smile left her face and pointing at me, she said, “Take your shirt off and come swimming with me.”

This time it sounded as if she were making it an official demand and she started to tug on my shirt again. I refused to move my hands and with a frown she grabbed my forearm and started to pull it upwards.

“Mom stop!” I snapped at her.

Mom immediately removed her hand from my arm and staring up at me asked, “What’s the matter, baby? Why are you mad?”

“I…” deciding to be honest, or as much as I dared to be I blurted out, “Mom, don’t you think that suit is a bit much?”

Mom narrowed her eyes and looking down at her chest, shrugged, causing her ample tits to bounce fetchingly, “What do you mean?”

“Its…mom you’re showing an awful lot.”

“Do I look bad?” she asked and to my dismay, stood up in front of me.

I was now confronted with her tits at eye level as well as the sight of her flat hard stomach to which she had recently added a ruby stud piercing in her naval. I had the absurd urge to lean forward and kiss her stomach, but instead fought to keep my voice steady as I said,

“Not at all, mom, in fact, ummm…maybe you look too good. Jack and his friends were all but drooling over you.”

“I know.” She smiled, “I love it.”

“You…”

“Yes, Mark, it’s a turn on to have guys my son’s age staring at me and getting worked up. Just because I’m forty one doesn’t mean I’m dead. I work hard to stay in shape and I like being rewarded for it.”

“But dad….”

“Dad likes it too.” That sly smile returned, “He loves knowing these kids look at me, he likes me showing off.”

“Did…did you guys just talk about that?” I asked her.

“Why would you ask that?” for the first time, since I had come out there she looked serious.

“Well because, you weren’t dressing like this last month.”

Mom was silent for a moment, then smiled, but this one seemed normal, “You’re a smart boy Mark. “Yes your father and I had a talk when he started traveling because I know a lot of guys his age who do start fooling around and picking up women and hookers and…”

“Dad would never do that.” I told her. “He loves you, mom.”

“I’m glad you see that.” She told me, placing her warm hand on my cheek. “Your father and I are very much in love and we love you too. We would never do anything that would hurt each other, only things we would…” she paused as if trying to think of what she would say next, “Enjoy.”

“Enjoy?”

“We’re a family and we should do things as a family. We should love together and have fun together, even if it seems odd.”

“What are you talking about?”

Mom frowned and it hit me she seemed as if she had said something she shouldn’t have.

“Well I mean me dressing like this. When we spoke, dad said I was very sexy and he wished I would show it more. He said he likes it when guys check me out so I’ve been flaunting it a bit.” She looked down at me and shrugged, “So since it makes me happy you should just go along with it.”

“Umm, okay.” I said, trying to get off the awkward subject.

“Hey, Mark, can I ask you something?”

“Sure.” I said trying not to sound nervous.

“Do you think I’m sexy?”

“You’re my mother.” I told her, “I…I don’t see you like that.”

“No? Right now you don’t think I look good?”

“You….” I tried to speak around the growing tightness in my throat. “You’re beautiful mom.”

“Thank you!” she smiled, “But that’s not what I’m talking about. I want to know if you think I’m, you know, a cougar or a milf?”

Midlife. The thought hit me like a slap in the face. That was all this was about. She was older, dad was going to be around younger women, she was worried she might not still have it and was trying to turn back the clock.

I felt a wave of relief flood through me. That could even explain her wanting more attention and affection from me. I was no longer her little boy which to her was another sign of her age.

This didn’t address my own issues of seeing her exactly how it appeared she wanted to be seen, but if this was a mid life crises then it was just a phase and soon she would go back to normal and I would too. Taking a chance it wouldn’t be the wrong thing to do, I managed a low whistle and smiling shook my head, “You’re the hottest mom I know, you could be on those web sites!”

Mom laughed and after kissing me affectionately on the cheek said, “Hey what web sites? What are you looking at on that lap top of yours?”

“I…” again I blushed, but she waved her hand.

‘I don’t care, Mark. You’re a man now,” she touched my chest again “And an impressive one at that. You want to watch porn go for it,” she winked, “I watch it all the time!”

“Oh,” I nodded, “Uh, okay.”

Mom leaned forward until her tits were inches from my face and putting her lips so close to my ear I could feel her breath said, “I like to watch those sites you’re talking about where the women my age have sex with guys your age. In fact I was thinking of it when Jack was staring at me, thinking about what he would do to me.”