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Part two of the FTM Fred series.

I wanted to masturbate, but I hesitated. The walls in our home were thin and I thought I heard a sound from my mother's room. I stood and put my ear to the wall and listened. It sounded like she was crying. I felt terrible. It was my fault she was sad. I tried to make her do something that was repugnant to her, but she said she thought about it and that it would be powerful and emotional, then why was she crying. I held my breath and listened intently.

She sobbed and said, "What can I do? What should I do? I know he wants me, but I'm scared, really scared." Then her sobbing quieted and I couldn't hear anything so I laid back down on my bed, pulled the sheet up around my waist and slowly drifted off to sleep.

I'm not sure how long I slept, but something woke me, a presence, someone sitting on the side of my bed, a hand touching my arm, a voice.

"Ryan, are you awake?"

"Yes, yes mom, what's the matter, are you ok?"

"I just wanted to tell you I'm sorry about earlier. You bared your heart to me and I didn't respond to you very well."

"Its ok mom, I shouldn't have been such a pig."

"You weren't a pig Ryan. You told me how you felt, you were being honest. It just surprised me. I guess I never really understood how badly you wanted me, wanted to have me, you know, that way."

"I've wanted you that way for a long time mom, I just never got the nerve to tell you before, that's all." In the dim room light I saw her smile weakly. Her sweet face was tear stained.

"Do you really understand what a major event that would be in my life, in both our lives, the secret that we would have to keep the rest of our lives?"

"I do mom. It's always been you and me against everyone and everything else. We're a team, the two of us and I just want to get as close to you as I can."

"Well, if we had sex you would be about as close to me as you could ever get." She was quiet for a minute and I was afraid she was going to leave and go back to her room, but she surprised me. "Can I lie down beside you for a minute?"

"Sure you can" I told her.

"I think I just need a hug" she told me and snuggled next to me. I put one arm under her neck and draped the other across her stomach and held her waist and pulled her close to me. "Thank you Ryan. This feels nice." she said. "I've never had a strong man hold me like this. I had a strong man pin me down on the boiler room floor a long time ago, but it didn't feel good like this."

"I'm glad I'm that strong man that can make you feel good mom."

"Me too" she murmured, "You're my baby, my rock."

We stayed like that for quite awhile, not speaking, just feeling the closeness of each other, but I could tell that she was thinking. I kissed the side of her face and she snuggled closer. I allowed my hand to move up and down her side, caressing her through the soft material of her nightgown, occasionally letting my palm brush lightly against the side of her breast, it was so soft. The first few times I did it she didn't say or do anything, until I did it one more time, only slowly, allowing my hand to graze fully across her left breast, feeling her softness, my fingers nudging her nipple. I felt her inhale sharply, then she spoke softly, "Ryan, please understand, I won't baby, I can't."

"Won't what mom?" She turned slightly so that her face rested on my naked chest. I felt her kiss me softly there.

"I won't stop you. I mean, if you want me that way, if it's so important for you to have me, to be with me in that way I won't stop you. I can't help you do it with me, but if you need to have me now, you know, go ahead and do it to me, I'll spread my legs and lay here and let you... you know, take me the way you want me."
I was stunned, my mother just gave me permission to have sex with her. "Are you sure mom?"

"Do you want me Ryan?"

"You know I want you" I told her.

"Then tell me, tell me what you want."

"I want you mom."

"What do you want?"

"I want to make love to you."

She kissed my chest again, "There's anot

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