Copyright © 1997, Baron Darkside. ALL Rights Reserved This story may not be reproduced in any form for profit without the written permission of the author. This story may be freely distributed with this notice attached. The author may be contacted by writing mrdouble@mrdouble.com. (1) Disclaimer One: This Is A Work Of Fiction; It Is Not True! While Some Characters Who Appear In This Story May Be Under The Age Of Eighteen, They Are Not Abused And No Abuse Is Intended Or Implied (If You Disagree With My Definition Of Abuse, I'm Sorry). (2) Disclaimer Two: If You Are Underage (Under The Age Of Eighteen (18)), Or In Locations That By Law, Preclude You From Reading Sexual Material, You Should Stop Reading This Material Now!! (3) Disclaimer Three: If You Are, Now Or Have Ever Been, Offended By Sex, Incest Or Any Other Subject Of A Sexual Nature, Please Avoid This Story. (I Would Also Suggest You Seek The Services Of A Psychologist. (4) Disclaimer Four: This Is For Adults, And Contains Adult Oriented Material. If You Are Not An Adult, Either Chronologically, Mentally Or Sexually, Please Do Not Read Any Further Or You Will Be Offended (Probably). (5) Disclaimer Five: The Author Of This Story Wishes To Remain Anonymous, However I Retain All Copy Rights. INCESTUOUS FANTASIES OF MOTHERS AND SONS Fantasy Number 53C (The Train Ride - Version Three (A Surprise Ending)) A Tale of Incest by Incestual Dreamer, a Baron of the Darkside Billy watched the train coast into the station. Glancing down at his watch, he saw that it was already four o'clock in the afternoon. He had been waiting for the train almost an hour. The smell of diesel and hot metal washed over him as the train slowly inched down the track. Looking down the line of dirty silver cars, he saw a very buxom lady frantically waving in his direction. His eyes locked on her breasts as they jiggled and threatened to spill out of her dress at any moment. As the train drew closer, he was finally able to tear his eyes away from lady's breasts and he realized that it was his mother. Embarrassed that he had been ogling his mother's breasts, he grinned foolishly and waved back at her. Watching her lean farther and farther out the window, he picked up his suitcase and trotted down the platform toward her. He hoped she wouldn't fall out on her head before he got to her. "Hi, Mom," he puffed, arriving under her window. Setting his bag down, he reached up and tried to push her back into the train. "Oh, My Little Baby, I'm so happy to see you," she bubbled, pushing his hands away and leaning down to give him a wet, slobbery kiss. "I'm happy to see you too," he grinned up at her, "but, you'd better watch out or you'll fall out of the train." She was now leaning out the window so far her dress had fallen open revealing a great deal of her big, soft white breasts. He tried not to look at them, but the temptation was too great. As his eyes dipped down to the swollen mountains of soft pink flesh, he felt himself blush. Despite his embarrassment, he couldn't help noticing how beautiful and full they were as he peered down her dress. "You'd better stop leaning out so far or you'll fall," he repeated himself, trying to push her back up and remove the temptation. "I was just so excited to see you," she laughed, slowly letting him push her back. "Hurry up, Baby and get on board. I can't wait to give you a great big hug," she gushed. Picking up his bag, he hurried over to the door and started to open it. As he did, the door suddenly opened and he was greeted by the conductor. "Right this way, Sir," the conductor said, taking his bag and leading Billy down the hallway. Then Billy smiled as he saw his mother standing in the doorway waiting for him. "Oh, My Honey," she blurted out, grabbing him and giving him a big hug, "finally." The smell of his mother's intoxicating perfume and the lingering fragrance of alcohol on her breath greeted him as he took her into his arms. Hugging her back, he felt her big, soft breasts flatten out against his chest. His mother hadn't changed a bit, he thought. She was still a very affectionate woman. "Put his bag in the next compartment, please," he heard her tell the conductor as she finally stepped back away from him. "Come on inside," she told him, taking his hand and pulling him inside, "I have so much to tell you." Sitting down on the settee, he watched her reach into her purse and bring some money. Smiling at Billy, she waited as the conductor put the bag into the adjoining cabin and closed the door behind him. "Uh, Mr. Conductor, could you bring us a bottle of Canadian Club, a six pack of coke and another glass?" she smiled handing him two twenty dollar bills. The conductor smiled back at her lecherously as he took the money. "It's not what you think," she told him as she started to close the door, "he's my son." "Uh, Yes, Ma'am," the conductor grinned back at her, winking. "Really, he is," she said, her smile disappearing. "Yes'm" he returned, his leer now gone. As his mother talked to the conductor, Billy looked around the cabin and saw another empty bottle of CC sitting on the end table. Although, his mother didn't appear drunk, it was apparent she had had a few drinks before he had arrived. Closing the door, she turned and looked at him. She didn't speak for the longest time as she stood looking down at him affectionately. Billy felt himself blush as his mother adoringly stared at him. Finally, she sat down beside him. "God, it is good to see you," she sighed, taking hold of his hand and giving it a hard squeeze. "You're all I've got now." She began to talk. It was as if the floodgates had opened and the words poured out. Even though they had talked several times since the divorce, she repeated her side of the story. She seemed to be trying to convince him of her innocence in the divorce. Billy knew that his father had left her for a younger woman. Billy had thought his mother was handling it quite well, but now face to face with her, he could see the damage it had done to her psyche. He could see wrinkles around her eyes that hadn't been there six months earlier. She looked tired and drawn. Still, the old spark of defiance was in her eyes, but he could see a hollow emptiness behind that spark. All at once, she started to cry. Just as she did, there was a knock at the door. Waiting for a moment, he watched her reach into her purse and pull out a soft, lacy handkerchief. She stopped sniffing and dabbed at her tears as he went to the door. It was the conductor with her order. Taking it from the conductor, he told him to keep the change and closed the door. Setting the liquor in front of his mother, he watched as she opened the bottle and shakily filled their glasses with booze, coke and ice. She handed him his drink and leaned back. He watched her as she thirstily took a long pull on her drink. Setting her glass down, she took a deep breath and once again began to unload her burden of depression, guilt, blame onto him. She repeated the story of how Billy's father had left her without any notice. He had just left one day without so much as a how-do-you-do. He had run off with his secretary and they were now living somewhere in the Bahamas. Billy knew this much. He had talked with his father after the divorce. His father had said it was all his fault and that Billy shouldn't blame his mother for anything that had happened. He had offered no excuses or alibis for what he had done. He had just stated that he found Gloria, his secretary to be more compatible with his current lifestyle. He was independently wealthy, he saw no reason why he shouldn't benefit from his wealth enjoy life the way he wanted to enjoy it. Unfortunately, Billy's mother, Maureen wasn't part of that deal. He did tell Billy that he had left Maureen very well off financially. Billy sat sipping his drink, listening to his mother unload her troubles onto him. Then all at once, she stopped talking. Setting her drink down, she reached out and pulled him to her. "I don't think I can ever trust any other man, but you," she said emphatically. Before he could answer, the train jerked to life and started to move. As it did, it lurched and his mother fell against him. Instinctively reaching out to brace herself, she accidentally plunged her hand down into his crotch where it landed squarely on top of his semi-erect penis. Momentarily pinned against him by the train's momentum, she didn't move her hand for several seconds. At last, as the train slowed again, she moved away from him. "I'm sorry," she gushed, a red tinge spreading over her face. "I didn't hurt you did I?" "No, you didn't hurt me," he told her, taking another drink trying to hide his own embarrassment. Neither of them spoke for several moments as they listened to the sound of the train picking up speed. Soon the train was speeding along as they adapted to its slight swaying vibration. His mother reached out and took his hand as she began to talk again. Holding onto his hand for dear life, she acted like he would leave her too, if she didn't hold onto him. Billy agonized for her. She had been deeply hurt. Now it seemed as if he was her only salvation. He wanted her to get it all off her chest so he let her go on and on. As he sat listening and sipping his drink, his mother would talk a while and then cry for a while. Comforting her the best he could, he could only give her a reassuring hug every once in a while. Then abruptly, she stopped crying. Turning away from him, she blankly stared out the train window at the landscape speeding by outside. She seemed to be deep in thought. Sitting back, sipping on his drink, Billy absent-mindedly checked her for any other signs of mental or physical deterioration. There were no other visible signs of the obvious strain she was under, but Billy could sense the tenseness in her carriage. He could only wonder what had possessed his father to leave her. She was still a stunningly beautiful woman even at forty-seven. As she continued to stare out the window, he unconsciously appraised her. Her long, silky, red hair fell down over her shoulders, framing her face. It was a face that could grace any fashion magazine, even as tired and haggard as she appeared to him. He felt a slight twinge of shame as he admired her big, heavy breasts swelling out proudly above her flat, trim belly. Quickly running his eyes down her statuesque, graceful legs, tucked up under her firm, rounded buttocks, he conceded that she was beautiful. Then again, he was biased. Still, she was an exceptional beauty and Billy came to the conclusion that his father must be stupid to leave her. He knew that she would have no trouble finding another man, if she ever decided to start looking again. But right at the moment, she didn't seem emotionally capable of handling another relationship. She must have told him ten times that she could never trust any other man now. She could only trust him. It was sad that his parents had divorced after twenty years of marriage. It seemed to have devastated his mother and left a big, ghastly scar on her ego. That scar might not ever heal, Billy thought sadly. Finally, turning from the window, she smiled at him and poured herself another drink. "More?" she asked him, holding the bottle out with shaking hands. "Sure, but just a little though," he told her holding out his glass. Her hand trembled slightly and the bottle tinkled against his glass as she refilled it. Setting the bottle down, she scooted over next to him again. Snuggling up against him, she began to cry softly again. "Oh, I am so very, very glad you're here," she wept softly, "I have been so lonely and unhappy. But now, I feel safe and happy and, and all warm inside." "You know you can come to me anytime, Mom," he told her, gently pulling her up against him and giving her kiss on the top of her head. "For anything." "Oh, Thank you, you don't know how much it means to have someone you can turn to for comfort, or.............Anything," she sniffed, the flow of tears finally slowing, "Thank you so much. Thank you for just being you." Neither of them spoke for several moments as they sat holding each other. Then she looked up at him with the most serious look on her face. "Billy, Do, uh, could, uh," she started to say. Just then there was a knock on the door. "I'll get it," he said, getting up. Opening the door, he found the conductor standing there. "The dining car is now open," he said. "Thanks," Billy told him, closing the door. "What were you going to say, Mother," he asked her as he sat back down beside her. "Oh, nothing," she smiled weakly, "nothing that can't wait." "Good, because I'm hungry," he told her. "Me, too," she agreed. "Let's go eat." Giving his mother one last hug, Billy went to his cabin to tidy up. When he returned to his mother's room, her mood had improved noticeably. Giving her a peck on the cheek, Billy took her hand and they set off for the dining car. Billy was glad to see her laughing and smiling as they bumped and brushed against each other in the tight confines of the small hallway. Both of them were just a little tipsy making it difficult to walk as the train swayed along. Laughing and tittering like two drunken teenagers, they finally made it to the dining car. Hoping that she was over her crying jag, he smiled and opened the door for her. They were immediately seated by their waiter. Sitting at the table, his mother took hold held onto his hand tightly. She seemed afraid to let him go, even as they had a couple more drinks waiting for their meal. Billy was beginning to feel a little self conscious as his mother fawned over him, but he didn't stop her. "I don't know if I can ever let you go," she said softly, giving his hand another squeeze as she took another sip of her drink. "You are my only man now." Growing more self-conscious by the minute, he was relieved when their food finally arrived and she had to let go of his hand. They made small talk as they ate and before they knew the meal was finished. After dinner, she signed the tab and took his hand again. Leading him out of the dining car, she tugged him down to the lounge car. Finding an empty table, they sat down and ordered still another drink. They talked for a while. Then about half way through his drink, Billy felt his eyelids growing heavier and heavier. Gulping the rest of his drink down, he set his glass down. "Mom, I've had a long day," he yawned. "I think I'm going back and hit the sack." "Oh, so soon," she whined. "I'm afraid so," he grinned sleepily, "I can barely keep my eyes open." "Oh, well, okay, go ahead," she told him, pouting sadly, "I'm going to stay her for a while and have a nightcap. I'll be down later." "Okay, but be careful," he told her, "you've had a lot to drink today." "I know," she smiled warmly, leaning over and giving him a soft, gentle kiss on the cheek, "I know what I'm doing. You go ahead and go to bed and I'll be down to tuck you in later." "I doubt that I will be awake for that long," he laughed, standing up beside her. Smiling subtlety, she reached over and gave his thigh an intimate squeeze. "That's okay, it won't make any difference," she said, looking up at him with a funny little smile on her lips. Stopping at the door, he turned and looked back at her. He saw her wave at him. He stopped and waved back at her as she blew him a kiss. He wondered what she had meant, when she said it wouldn't make any difference, but was too groggy to worry about it. As he walked down the corridor, he realized that he was quite tipsy. Suddenly all of the day's events seemed to settle down onto his shoulders all at once. It seemed to take him hours to reach his cabin, but at last he stumbled into it. He wearily undressed and crawled into his bunk. He knew that he should put his pajama's on, but he was just too tired to care. Within moments, he was asleep. He didn't know what time it was when he heard someone fumbling with the lock on the door leading into his mother's cabin. Trying to see what time it was, the door opened and he was almost blinded by a flash of light. Blinking drunkenly, he saw the silhouette of his mother standing in the door swaying with the rhythm of the train. She quickly stumbled into his cabin and lurched over to the couch. "Billy, are you awake?" He didn't answer as he watched her sitting on the couch. He was lying with his arm over his face so that his eyes were covered. He could see her, but she couldn't see his eyes. "Billy," she said, a little louder. Still he didn't respond. He watched as she sat staring at him for a few seconds. She seemed to be waiting for some kind of response from him. Finally, when he didn't move, she slowly stood up. Spreading her legs to balance against the sway of the car, she began to unbutton her blouse. While the night light in the cabin was dim, Billy could easily see what she was doing. He couldn't believe that she was undressing right in front of him. She was only four or five feet from him. She was so close he could hear the rustle of material as she fumbled with her blouse. Suddenly, he found his cock growing hard as he watched her peel her blouse off and drop it to the couch. Then without a pause, she quickly reached behind her back and released the catch of her brassiere. Billy didn't know what to do. Before he had a chance to catch his breath, the lacy brassiere slid down her arms and fell to the couch. He was in shock. His mother stood before him, naked from the waist up. He knew he shouldn't look, but he was unable to take his eyes off her big, pendulous breasts. They were beautiful. Big, soft, wiggling mountains of stark white flesh tipped with a big, round circle of darker flesh and a huge hard nipple jutting out at him accusingly. The great drooping mountains seemed to be begging for attention as they jiggled and danced with the rhythm of the train. He couldn't stop the pleasurable sensations that were making his cock grow harder and harder as he watched her. Without waiting, she quickly hooked her thumbs under the waistline of her dress and bent over dragging her dress down her long, shapely legs. Staring at her great, dangling mammaries, he realized that she was now totally naked. His erection was now painful as he watched lurch back upright. Suddenly, she turned and reeled back into her cabin. God, he thought, for forty-seven he hadn't know what a beautiful body his mother had. More than beautiful, he visualized, the imprint of her naked body permanently burned into his psyche. She was gorgeous. She didn't have the body of an eighteen year old, that was sure, but in many ways it was better. Much better. More mature and rounded. All at once, she reappeared at the door and stepped into his room once again. Without hesitation, she slithered over to his bunk. "Billy," she whispered, reaching down and gently shaking him, "Billy, wake up." "What, wht, Mom," he stammered drunkenly, hoping that she believed his act. "Uh, What's wrong, Mother?" "Billy, could I sleep with you?" she said softly, "I just feel so all alone tonight." "Uh, Uh, gosh, uh, I guess so," he muttered, scooting back so she would have room to lie down. "Thank you," she sighed, slipping under the covers and snuggling up against him. "Oh," she gasped, as her hand flitted down to his bare thigh, "I didn't know you were naked." "I'm sorry," he apologized, "I always sleep in the nude." "Well, that's okay," she laughed nervously, "I have my gown on." "Un-uh," he agreed as she scooted up close to him and put her arm around him. "Hold me, please," she told him, pulling him to her, "I just want someone to hold me. It's been so long since anyone has held me." He was so ashamed of his erection he didn't know what to do. He just hoped that she wouldn't notice it. He would die of embarrassment if she did. Twisting to keep his hard cock from jabbing into her, he carefully pulled her up next to him. "Oh, this feel so good," she sighed, lying her head on his shoulder. Billy couldn't stop the surge of excitement and arousal that shot through his rigid prick as the intoxicating sweet smell of his mother's perfume washed over him. Afraid to move, he lay next to her breathing in her scent. The faint smell of booze, her feminine fragrance and her perfume blended together almost driving him insane with a craving to crush her body to his. Neither of them spoke for several moments. Gradually, Billy felt his mother's body relax. Then after several more minutes, he could detect a difference in her breathing as it became more steady. His mother had fallen to sleep. Billy was still highly aroused by the image of her breasts that had been seared into his brain. Now the same huge, round mountains were lying only inches from his hand. They were covered only by her sheer nightgown. So close, yet so forbidden. Listening to her steady breathing, he couldn't get the picture of her breasts out of his mind. If only he could undo the top of her gown, he could see them again. What difference would it make, he had already feasted on their beauty once tonight. Just the thought of such a thing sent a searing jolt of excitement racing through his cock. Finally, unable to resist the temptation any longer, he grew more bold and gently shook her. "Mom," he whispered, "Mom, are you awake?" There was no response. Not even a moan. He knew that she had had eight or ten drinks and would probably be dead to the world for several hours. Shaking her a little harder, he still got no response. After waiting a few more minutes, he fearfully reached over and carefully untied the cord that held the top of her gown closed. Then, taking a deep breath, he painstakingly peeled the cloth back away from first one and then the other breast. He couldn't believe it. His mother's breasts, so big and round and soft now lay before him in all their splendor. They were breathtakingly gorgeous. Staring down at the delicately rounded peaks of soft, jiggling flesh, he felt an almost overpowering urge to kiss them. But what if his mother woke up and found him kissing her breasts? What would she do? The attraction was too great for him to check as he timidly bent down over her breast. His heart was in his throat as he lovingly kissed one of the big, swollen nipples jutting up at him. His whole body was trembling with excitement as he felt the hard softness of her nipple on his lips. Softly, tenderly he began to suck on the ripe berry, but his mother still didn't move. Sucking more of the dark, pebbled flesh into his mouth, he reveled in the perverse wickedness of his actions. His heart nearly stopped as his mother groaned softly. Was she waking up, his mind clamored, but still he didn't move away from the great, swollen pap. "Ummmnnbbbybbyy," his mother muttered, turning and pulling his head down even deeper into the billowing flesh of her bosom. Taking her movement as approval, Billy sucked harder. She stopped moving and seemed to fall asleep again as Billy pulled and played with her big, soft tit. Billy's success only served to bolster his courage as he wrapped his hand around her other breast. Squeezing and fondling the mountain of tit flesh, he licked and lapped at his mother like a hungry dog. Still, she didn't move to stop him. In fact, she didn't move at all. Suddenly another evil thought popped into his mind. What would it be like to touch his mother's pussy? Just the thought of such a thing sent a searing spasm of delight tearing through his throbbing cock. There was nothing to stop him, he thought. His mind was in such chaos, he didn't know what he was doing as he let his hand creep down to the hem of her gown. What was he doing, he shuddered? This was no tramp he had picked up. This was his mother. The woman who had brought him into the world, cared for him, loved him. Now he was trying to feel her up. He was an insane monster without any conscience, he groaned. Still, as much as he hated himself for what he was doing, he couldn't stop. Slowly, inch by inch, he pulled her gown up until all of her lower body was bare. Easing the hem of her gown down onto her stomach, he moved his hand down toward the secret, hidden core of her femininity. Another burning pang of excitement shot up his arm as his fingers found the soft, silky curls of hair that covered her soft underbelly. He had never felt anything so soft, so luxurious, so perversely exhilarating. He marveled at the abundance of curls that covered her womanhood as his fingers trailed through it. "Ummmnnngooddddddddddd," his mother sighed sleepily as he moved closer and closer to the deep, forbidden sex-wound between her legs. His heart was pounding so hard, he thought it explode out of his chest as his fingers drew closer and closer. Then, he felt the soft, protruding ridge of flesh that sheltered her clitoris. Gasping for breath, he ran his finger down to length of the fleshy little prominence. Then she groaned at the same instant, his finger found the bulging little marble of her clitoris. Momentarily brought back to reality, he stopped. Terrified, he waited to see if she would wake. Then after several moments, he saw that she wasn't waking. Slowly, he moved his fingers down off the sensitive little button of flesh, down onto the swollen, fleshy lips that guarded the entrance to her most sacred of places. A shudder of excitement ran through his body as he lovingly caressed the silky softness of her vaginal lips. He couldn't stop his hand from trembling as he ran his finger all the way around her love-wound. His cock was so hard, he thought it would shatter if he touched it. He had never been so excited in his whole life. He was actually touching the soft, hot gash that had once been his fiery home so long ago. Then, taking a deep breath, he delicately eased his middle finger down into the soft, clinging channel of her cunt. Pushing his finger into her, he pressed it up to the first knuckle, then the second, and finally all the way to the hilt. He couldn't believe hot and soft it was inside of her beautiful vagina. Shivering with desire, he slowly eased his finger out and then slid two fingers back into her waiting cunt. "Ummmmbbabbbbeeeeeeee," she murmured in her sleep, lifting her pelvis ever so slightly. Billy wondered how many fingers could he get in her tight, hot pussy. Marveling at the elasticity of her vagina, he gently eased a third finger inside the velvety sheath. This got a definite response out of his mother as she pressed her pussy up against his hand. Had she awoken? He didn't know what to do. He had three fingers buried up to the hilt inside of her. What would her reaction be? "Mother, are you awake," he whispered loudly. She didn't answer him. Breathing heavily, he waited a few more seconds to see if she would acknowledge his question. When she didn't respond, he knew that he must take the next step. He must possess her. He must have her sexually. He must have her as a man has a woman. He must make love to her with such passion, she would forgive him for the heinous act he was committing. There was no force on earth that could stop him now. He had gone too far. Unwittingly, he had fallen into a pitfall from which there seemed to be no escape. Now, he had neither the compulsion or strength to escape from the incestuous maelstrom that whirled inside his head. Then his inner voice screamed out at him again. How could he even think such a thing? He was inhuman. How could he be thinking what he was thinking? What kind of fiendish monstrosity had he become? How could he think about seducing his own mother? But, still, it didn't matter what subterfuge his conscience attempted, he knew that he was hopelessly ensnared in the lethal tangle of sex and love for his mother. Finally, he gently withdrew his fingers from the drooling gash of overheated core of his mother's pussy. As he did, the erotic odor of her ripe womanhood welled up, enveloping him and driving him crazy with desire. He breathed deeply, filling his nostrils with the musky scent of her estrus. Her spoor triggered some primitive drive as his olfactory sense was overwhelmed by the sheer smell of woman. Trying not to disturb her slumber, Billy slowly eased his arm out from under his mother's neck. It seemed to take forever, but at last he was disentangled from her. Pausing for a moment, he waited to see if she would awaken. When she didn't, he cautiously rose to his hands and knees. Standing beside her with his heart was pounding fiercely, he hesitated again. Then when she didn't move, he threw caution to the wind and reached down to her long, shapely legs. Lightly running his hand over her warm skin, he wondered at its smooth softness. Forty seven years old and the skin of a baby, he thought to himself as he ever so gently eased her legs apart a little farther. Then he felt his conscience make its last stand as he felt a swell of shame and disgust flood over him. But, no matter how much revulsion he felt for himself, they was no stopping him now. With his heart threatening to burst from his chest with each hammering beat, he slowly crawled over her. At last, he stood on his hands and knees between her widespread legs. Poised to trespass into the hot, fertile depths of the forbidden garden where he had been conceived, he paused one final time. It was the last chance to stop himself from committing the most heinous crime imaginable. Unable to stop himself, he slowly grasped his painfully hard cock. Wrapping his hand around its malignant hardness, he deliberately guided it down toward the waiting entrance to her soul. It seemed to take forever. But at last, he felt the painfully bloated head of his engorged cock touch the hot, wet, softness of his mother's cunt. He had never felt anything so soft; so hot; so exciting. Reveling in the smooth silkiness of her fleshy cunt lips, he gently pulled his cockhead up and down the drooling furrow of her womanhood. Within seconds, the bulging head of his dick was covered with her abundant wetness. "God, it's so wet," he muttered out loud. Consumed by passion and unable to wait any longer, he began to ease the hard, swollen thickness of his cock down into the liquid essence of her femininity. He felt like his throbbing penis was melting inside the molten core of her cunt. "Unahhhhhhhhh," his mother groaned as his cock slid deeper and deeper into her vagina. "Oh, Fuck," he gasped as her satiny sheath clenched his cock. Suddenly, her eyes opened and stared into his. He froze. What would she do? He felt a maniacal urge to slam his cock into her, but his hips wouldn't work. Staring into her eyes, he watched a spectrum of emotions flit across her face. The moment she opened her eyes, the drowsiness was immediately replaced by a look of sheer terror. Her mouth fell open as she tried to speak, but couldn't. Her mouth opened and closed uselessly as no sounds came forth. Then Billy thought he saw a fleeting wisp of anger cloud her eyes. But, this gradually changed into a look of bewilderment. Inflamed by her lack of resistance, Billy brazenly eased the rest of his stiff, throbbing mancock into her cunt. As his belly touched down onto hers, he felt her clench him with her cunt muscles as she smiled up at him. "Why?" she asked him, her eyes searching deep into his eyes. "You are so beautiful," he whispered, "I couldn't stop myself from making love to you." "Ohhhhh?" she questioned him as she gently thrust herself against him. "I wanted you to feel like a woman again," he groaned, pressing himself down on her, "and I wanted to be the man to make you whole again." "Can you do that?" she whispered, pulling his face down to hers. "Can you make me a woman again?" she asked him with their faces only inches apart. "Can you make me feel love again?" "God, I hope so," he gasped, slowly withdrawing his cock, now sopping with her juices, "I want it to be the best lover you have ever had." "I hope so, toounnnnhhhhhh," she grunted as he buried his cock into her vagina all the way up to its hairy hilt. "Make me a woman again," she groaned, thrusting herself up against him, "Make me forget your father..........forever." The last words she said inflamed him. She wanted for him to replace his father. She wanted him to become the father of himself. He had never felt such power; such passion; such excitement. His mother wanted him to fuck her and make her forget his father. If he could do that, he would in a sense become his own father. Just the thought of such an abstraction filled him with power. He suddenly began to fuck her like a madman. He gave no thought to the future. His whole life was now. If he couldn't please his mother in this divining moment in their lives, his life would be ruined; worthless; superfluous. Reaching under himself, he found her great breasts, sloshing back and forth as her body rocked. Wrapping his hands around the big undulating mountains of flesh, he used them as a fulcrum for the pounding of his hips. As he savagely attacked his mother's hungry cunt, he felt her long, sleek legs brush against his waist. His hips slashed back and forth, driving his cock in and out of her gluttonous cunt with abandon. As he did, he could feel her dig her heels into his rebounding ass driving him on, making him fuck her harder and harder. Hammering his cock into her and hearing her moan with pleasure, Billy still had difficulty believing that it was happening. He was fucking his mother. It was unbelievable. But even more bizarre, she seemed to be enjoying it as much as he was. This must be heaven, he fantasized. Maybe he had died and gone to heaven. But if he had, he doubted that Mother-Son sex would be on the agenda. No, he was definitely alive and fucking the hell out his dear, sweet mother. He was jarred from his thoughts by his mother's long, sharp fingernails digging into his recoiling buttocks. She was spurring him to fuck her even harder. "Fuck, ungh, Mommy, ungh, harder, ungh, Baby," she blathered, thrusting herself up at him and taking ever millimeter of his cock inside of her every time he slammed it into her. The sounds of their love-making filled the car. The loud, wet smacking of their bodies even drowned out the noise of the train as it rocked along. Like two wild animals, they clawed and fought. They showed little tenderness and affection for each other as they fucked. There was nothing but white-hot lust flowing between them. Their depraved craving for gratification had to fulfilled first. Billy sawed his huge, hard cock into his mother's soft, clinging channel of flesh like his life depended upon it. He fucked her harder and faster with each hammering stroke as his impending eruption grew nearer and nearer. God, he thought, I am going to shoot my load into her. I am going to cum inside my mother. I am going to recreate myself inside of her. It was too much excitement to restrain. Billy felt his balls explode in a spasm of pleasure so intense it shook his whole body. "OH, FUCKING GOD," he gasped as the first huge gusher of white-hot cum spurted out of his cunt into his mother's pussy. "OH, Billy," she groaned, "fill me with your sweet cream." Then as the next gusher spewed out of his cock, he felt his mother's hot, clinging cunt collapse down around him. He couldn't believe how powerful her cunt muscles were as they wrapped around him and began to milk him as her body began to writhe and jerk underneath him. As she climaxed under him, her cunt compressed itself down around him coaxing his cock to jerk and send spurt after spurt of his thick, gooey sperm-laden semen into her. On and on it went until he thought his cock would never stop spewing out cum into her drenched, overflowing vagina. As he filled her hungry cunt with his hot cream, she enveloped him with her body, wrapping her arms and legs around him protectively. He felt like he was being totally consumed by her flesh as she shrouded him with her body. "Oh, My, Baby," she gurgled, "Mommy loves you soooo much." His cock wouldn't stop firing as her lips found his and they kissed hungrily. It was as if they were trying to exchange the essences of their souls into each other as they melted together and became one. Suddenly a bolt of pain tore through his recoiling cock as the last great gusher of hot, gummy spunk spewed out of his cock. "God, Hurts," he groaned as he collapsed on his mother. "It's okay, Baby, don't move and it will stop hurting," she murmured. As always, he thought, the moment she said it would be okay, it stopped hurting. His mother had always been there for him and now he had repaid her by inflicting the most heinous indignity imaginable on her. He didn't deserve to live. He must be the worst son a mother could have. He wanted to die. "That was beautiful," she whispered to him as she continued to hold on to him tightly. "I have never felt so, so fulfilled. Thank You." He couldn't believe what he had heard. She didn't hate him. "You, you, mean, that, uh, that you don't hate me," he whined, hugging her back, "for what I did to you?" "Not now," she smiled up at him, "not now." He was in heaven again. He had made love to his mother, brought her pleasure, and filled her with his seed. Life couldn't be better, he thought as he rested his head down on his mother's shoulder. "God, Mother, I love you, soooo much," he gushed. "I love you, too, Baby," she cooed. Neither of the spoke for several moments as the train rocked along. "What are we going to do now?" he finally asked as he felt his cock swelling back to hardness inside her sopping cunt. "We can talk about that," she whispered, "After you make love to me again." "Yes, Mother," he grinned down at her, "You're always right." Billy began to stroke his swollen manhood into her hot, sucking pussy with long, deep strokes. The fires that had raged before had been banked down and now he could make love to her with tenderness and affection. Slowly, lovingly, he stroked himself into her as she accepted him willingly and totally. The End of Version Three - Four to come... Baron Darkside -- Double for Nothing!! 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