She didn't see her son enter the room.

Roger had dressed in a pair of faded, Levi's cut-offs his chest bare. He saw his mother leaning back, her eyes closed. She had her hands resting on the couch near her hips, fingers balled tightly. He gazed at his mother's tits as they rose and fell, then his eyes moved down her body.

He noticed his mother's hips were moving, grinding in a slow manner. She had her feet slightly apart and he gazed at her rounded knees. There was a nice tingle in his young balls, and he wanted desperately to see more of his mother's body.

Moving very quietly, he stood on the other side of the coffee table, leaning down and trying to peer between his mothers knees.

Carol, deep into her fantasy concerning her son, had no idea Roger was there. She moaned softly as her cunt burned, twitched, and parted her feet about a foot.

Roger's eyes blazed as he saw up between his mother's thighs. He looked at the creamy, soft inner flesh then noticed a dark shadow high up. That was her panties, he knew, and her cunt was right there hidden by that thin band of cloth. His cock began to harden inside his cut-offs, and he struggled to hold his increasingly harsh breathing quiet.

Carol opened her feet a little more, and Roger fought hard to be silent. He was now looking at the crotch of his mother's nylon panties clearly, seeing the bulge they made over her pussy. His cock was in full hardness, pressing painfully at his shorts. His balls felt full, loaded, and very hard.

With her eyes still closed, her breathing louder, Carol inched her skirt up her thighs.

Roger stared, hard, not breathing because of his intense excitement. He stood upright now, still able to see between his mother's thighs. His cock pressed outward, outlined in hardness, the swollen, smooth prick head poking just past the stringy fringe, exposing itself. He stared with steaming excitement as his mother pulled her skirt higher and higher. Then he almost gasped aloud before he could stop it. He was staring at her panties fully exposed now.