Thunderstorms always gave Edward Adams the frights. Even now, at the ripe old age of twelve, he became frightened at the claps of thunder and the sudden bright flashes of light from the lightning. In the dark of his bedroom they seemed to take on a more frightening quality. He was ashamed to admit it, but he wanted the closeness of his mother. She would comfort him with soothing words and hold him until he went to sleep or the storms would pass as they always did. Tonight was no different than any other story summer night. The lightning flashed and the thunder rolled in great, window rattling blasts as the storm vented its fury on the surrounding countryside. A sudden vivid flash filled the room in a flash bulb effect, freezing everything like a photo. The thunder crashed and Edward cowered under the blankets. Finally he gave in and leaping from bed, he ran to his mother's room. He flew down the hall and practically leaped onto the great brass bed his mother, Helen, slept in. She had expected him sooner, and she was pleased that he had held out longer than usual. She hoped that his fear would subside as he grew older, and this was an encouraging sign. "It's alright, Eddy! Get under the covers and snuggle up. The storm will be over soon, honey!" Helen said, tossing back the covers for her frightened son. "I'm sorry, mom! I tried, but the lightning..." He started to explain and was cut off by another flash and boom of thunder. He snuggled up to his mother's back, instantly calmed as are all frightened children when their mother is close. Helen reached over her hip and gave him a pat on the butt. "Hush, baby! You did fine, just fine. Now try to go to sleep, OK?" "OK, mom. Night." "Goodnight, Eddy." Helen snuggled back down into her pillow as the storm continued outside. Soon, both Edward and his mother were asleep. Snuggled up against his mother, Edward slept the deep sleep of a contented child. His mother's body next to him was a universal calming agent that all children felt and needed when frightened or anxious. He hugged her to him in his sleep, his arm thrown over her side to encircled her waist. Helen slept soundly and her dreams filled her sleeping mind. She was a girl again and her boyfriend was trying to feel her breasts. She was a good girl and although she liked him she was nervous about letting him go this far. His hand was almost on her bra covered mound. She could feel his manhood as it pressed against her ass. He was hard. His cock pressed against her round ass. She involuntarily pressed aback at his erection. His hand closed over her tit. Her ass moved in tiny circles against his erect cock. She could feel it slipping between her ass cheeks. She woke up. Frozen, she could not voluntarily move. Was she still dreaming, or was she awake? She still felt a hand on her breast. The cock she felt in her dreams was still hard and it was pressing between her ass cheeks. Helen was puzzled. If she was still dreaming, why was she wondering if she was awake? If she was awake, why was she still feeling the hand on her tit and the cock between her ass cheeks? Very puzzling, indeed. Unless... The sudden crack of thunder snapped her out of her half-sleep. There was only one answer. Edward! Her mind churned at the thought. It had to be. She was certain she was awake, now. She lay still, collecting her thoughts. Yes, a hand was on her tit. Yes, a cock was rubbing against her ass and she now could feel the familiar softness of cotton. Underwear. It was a feeling she knew very well. The hand on her tit was warm as it held her gently. It softly squeezed the firm mound. Her ass cheeks felt the hardness of the cloth covered cock as it pushed into her cleft. She noticed herself pushing back at the hard rod of flesh. What the hell was her son doing with his hand on her tit and a hard-on? She realized immediately that he was asleep. He snored gently into her neck. She had to do something about this. Edwards hand was softly holding his mother's tit as he slept. In her position on her side, her breast was exposed under her nightgown. His hand slipped under the gown and cupped her bare tit. Helen held her breath. His fingers stroked over her nipple. It stood up instantly under the gentle fondling. She bit her lip as his hand held her tit. Her ass pushed back against his cock. She realized he had a big cock for a boy. Her boy. The nightgown Helen wore was short and it had managed to work its way up slightly as her ass pushed back against her son's cock. She could feel the hard shaft as it lay against her ass, snuggling into the crack of her ass. Edward shifted slightly in his sleep and his erect cock slipped between her cheeks. She tried, but she couldn't keep from wiggling her hips back onto his cock. The cloth covered penis of her son rubbed the underside of her cunt. Helen gasped as she felt it side over her sensitive pussy to rest against her lips. Helen wriggled her ass in circles against her son's cock. Then she felt him shift his hips. He pushed his cock back at her. She reached behind her and her hand slipped between them. She felt for the opening of his shorts with her fingers and finding it she managed to hold the cloth apart. Her son's erect cock sprang out of the opening to slap against her bare, wet pussy. She held the hot, hard bar of boy cock in her motherly hand for an instant then she did something mothers don't do with their son's cocks. She pushed his cock up the cleft of her ass and nestled the head at the entrance to her pussy. Edward slept on, unaware of his mother's actions. Helen took a deep breath and pushing her ass back she felt his cock slide into her cunt. Edwards had closed firmly on her tit, squeezing it softly as his mother pushed her cunt onto his cock. She shivered at the feel of the boy's penis entering her pussy. It had been a long time since a man had put his cock in her. Groaning, Helen wriggled her hips onto the shaft of her son's cock. She began to hunch her hips back at the sleeping boy. Her hips started to jiggle in a slow motion as she fucked herself on her sleeping son's cock. She felt the walls of her pussy close on his cock as they gripped him tightly in their wet, slick embrace. Edward moved slightly. Helen stopped her movements with her son's cock buried deeply in her pussy. Edward humped against his mother's ass. Helen began to mover her ass in time with her sleeping son's instinctive movements. She fucked back as he thrust into her vagina. She began to push harder against him. Her hips made small, regular jerking circular movements. She was breathing raggedly as she concentrated on fucking her sleeping son. The bed began to move with the steady tempo of fucking. Helen felt the boy's cock grow harder inside her. She wondered for the first time if he could cum. She moved faster at that thought. Edwards hand on her tit closed tightly around the firm globe and he humped his cock deep into his mother's pussy. Helen picked up the pace as she began to slap her ass back onto his cock. She felt his cock pulsing as her pussy stroked up and down the length of the invading boy prick. Her clit throbbed and she reached down to stroke the hard nub. Her fingers found the timing of her strokes and she began to pull her pussy almost off the boy's cock, then slam her ass back at him. Edward held his mother tightly as she fucked him. The bed rocked and creaked with her efforts. Again and again she slid her pussy up and down his shaft. She sank the full length of it into her pussy and her hips churned against the throbbing of his erect prick. With a few quick thrusts she was near orgasm. She slammed her clasping pussy on her son's cock. It began to throb hard inside the slick, hot tunnel of her vagina. Helen could feel her climax at the core of her pussy. She held his cock deep in her and her vagina massaged it with rippling motions of her muscles. Edward clung to her his cock buried in her pussy. She held him deeply and made little humping movements. Then she felt his cock jerk once, twice, then his body stiffened. She gasped as she felt the boy shoot jet after jet of hot sperm deep into her clenching cunt. Her fingers rubbed her clit and her pussy held his cock like a fist. Bucking back on his cock she felt his cum splash against the walls of her milking pussy. He groaned and held his dick inside her. She continued to massage his cock with her cunt as he shot load upon load of boy-cum into his mother's cunt. Helen shuddered as her orgasm took her. Her hips moved spastically on his rock hard cock. The cum leaked out of her pussy and ran down her ass. She finally stopped, out of breath. Her son's cock was still hard inside her. She remembered that young boys can stay hard for some time, even after they cum. A flash of lightning froze the image of the two, the boy clinging to his mother, the woman panting for breath, her fingers on her pussy. There would be another storm and another night. Helen made a mental note to listen to the weather report, just to be sure.