Mom asked if I had ever seen a woman naked and I told her a few but not up close. Mom then surprised me by pulling her top off, her pert tits now on d...splay, nipples standing straight out and light tan lines surrounding her tits. I thought that for a sixty year old woman mom looks really good. I know she had always worked out and stayed in shape. I was not sure what to do and my cock was getting hard. Mom proceeded to talk about her body and then asked me to feel her tits, which I hesitated but. It stopped just below the knee, and had a small 1" lace hemline at the bottom.I looked in the mirror and almost instantly became aroused! Even with no boobs, I still looked amazing...at least I thought so, compared to what I'd been used to. My cock was beginning to swell already and needed to "confine" this part of me...at least for a while. I found some panties and slipped them on, tucking my cock backwards to keep it from tenting up the front of my slip.I found a pair of thigh hi's and. She had to keep herself from sighing audibly. And it felt almost natural when the slow circle of warmth continued to rise until it covered her left breast, fondling and molding it through the thin cloth of her bra. Oh god, she really was a little slut, not only letting this boy she hardly knew touch her like that, but enjoying it. Oh, but she shouldn’t be enjoying it, mustn’t let him know. Could he hear how her breath was rasping in and out of her mouth? Mustn’t let him think she was. I started kissing them softly, she responded with a deep Kiss. I was holding her by shoulders, her hands embraced me from behind. She was now equally responding to kisses. Her hands were holding me tightly and we were kissing furiously and sucking each other’s lips. Both of us were panting heavily and moaning. We kept kissing for nearly 5 minutes (First kiss has to be long). Our bodies were stuck together. I moved my hands on her smooth tummy and started rubbing gently, occasionally kneading.