Roger leaned back on the couch, watching his mother's hand fondle his cock.

Carol felt elation, proud to have taken her son's first discharge into her cunt. She could feel his come juice now, inside her pussy, seeping slowly.

She slipped her hand down and cradled his balls, massaging them with tenderness. She could hardly believe she was holding her son's cock and balls now, after all her fantasies. The excitement running through her was great, fantastic and she was so pleased with herself for not being ashamed or embarrassed with her son. And she was pleased that he was not ashamed.

With her husband, she had wanted him to force her into various sexual acts, positions, make her do those delicious things she fantasized about. But with her son, she didn't feel that way. Maybe it was his youth, his innocence, whatever it was, she wanted to teach and show and enjoy everything with him.

"Would you like to see me jack you off, Roger?" she asked boldly, her eyes glowing with inner passion. "Would you like to watch Mother jack your cock off?"

Carol ran her tongue over her lips, feeling her excitement increase with the use of such words to her son. She squeezed his balls in one hand, his cock in the other.

"You have a beautiful cock, Roger," she whispered throatily. "It's such a pretty cock, and you fucked me so wonderfully."

Roger giggled.

She looked into his face, gripping his cock and balls. "Don't you like to hear those words, honey? Don't they tingle, down here in your precious balls?"

"Oh, wow, Mother!" he gasped, nodding his head.

"I want to hold your cock and balls," Carol murmured hotly. "I want to touch them and feel them and… oh, you feel so good!"

She stroked his cock and balls, watching his prick swell, turn hard and stick up. She pumped his cock a few more times then pulled her hand back. She looked at him, eyes smoldering. She toyed with her blouse.