Marty felt his head pounding. All he could think about was being in 1955... it was terrible. He groaned, hearing somebody coming closer. There was a soft bed underneath him. He figured he had been dreaming.

"Mom? Is that you?" he asked, his eyes still closed.

"There now, just relax... you've been asleep for almost nine hours now." the voice said, and Marty felt a wet cloth being dabbed on his head.

"I had a... horrible nightmare. I dreamed I went back in time... it was terrible..." he said sleepily. The person sat down next to the bed.

"Well... you're safe and sound now, back in good old 1955..." the voice said reassuringly, and Marty's eyes widened. The person turned the light on and he instantly got up in the bed.

Marty couldn't believe his eyes. This girl was gorgeous... and she was his mom. "You're my ma-... you're my ma-.." Marty struggled on his words. He couldn't believe it.

"My name is Lorraine," the girl said, sitting down and taking her jacket off. "Lorraine Baines."

"Yeah!" Marty squeaked. "But you're ho- you're ho- you're so..." he took a breath. "thin!"

"Just relax, Calvin. You've got a big bruise on your head." Lorraine said sweetly, staring at him with care in her eyes. Marty felt the bump on his head and breathed heavily, trying to take all of this in. He began to get up but noticed his pants were gone, leaving only his underwear.

"Ah!" he yelled, instantly putting the blanket back on himself, feeling embarrassed. "Where are my pants?" he asked in exasperation. Lorraine looked embarrassed as well.

"Over there," she swallowed. "On my hope chest. I've never seen purple underwear before, Calvin." Marty looked confused. He looked around, as if thinking.

"Calvin... why- why do you keep calling me Calvin?" he asked, laughing nervously. Lorraine looked at him, a puzzled look on her face.

"Well that is your name, isn't it? Calvin Klein?" she reached over to him, pulling the blanket back. "It's written all over your underwea-"

"Ah!" Marty pulled the cover back over himself.

"Well, I guess I'll call you Cal..." Lorraine said dreamily, smiling.

"No actually... people.. call me Marty." Marty said, laughing nervously.

Lorraine was silent for a moment. "Oh... nice to meet you Calvin." she said, as she got up and approached him. "Marty..." she sat down next to him on the bed, looking at him. "Hi..."

Marty's head was racing. There were so many things going through his head. He was breathing heavily, not sure what to do. How could his mom be like this? This wasn't how she described herself at all. And what made things worse... she was hot. Marty glanced at Lorraine.

"Do you mind if I sit here?" she asked softly. Marty felt anxiety in him, and he wanted to back away.

"No, fine! No, good, fine, fine, good!" Marty backed away, breathing to himself as he got comfortable. Lorraine smiled at him, outstretching her arms to caress his face.

"That's a, big bruise you've got there..." Marty backed away, Lorraine's closeness making him nervous. Unfortunately, he fell off of the bed.

"Ah, ah!" Marty fell onto the floor with a loud thud. Lorraine looked at him on the floor.

"Oh!" she said in alarm, and Marty got up, holding the blanket around himself. "Are you alright?" she asked in concern, and Marty answered quickly,

"Yes, I'm alright..." Marty realized nobody else was home. What was he supposed to do now? Lorraine got closer to him, her face inches from his own. He backed against the wall, holding the blanket tight. Lorraine walked closer to him, Marty now up against the wall with nowhere to go.

"Why are you so nervous, Calvin?" Lorraine asked innocently, rubbing a hand on his head. Marty moved aside to avoid her touch. He was sweating now; and not because it was hot. He was still breathing heavily, and Lorraine could see that he was distressed. "Calm down, you're hurt..." she said, and she hugged him softly. Marty froze, completely freaked out by her hug. She didn't seem to be letting go, so he eased up and wrapped his arms around her too. He had to admit; it flt good to be embraced by loving arms. He had been so confused and scared in 1955; even if it was his young mother who had a crush on him it as still nice to be hugged.

Lorraine's heart fluttered as she felt Calvin's arms wrap around her. He felt warm and soft. He had stopped holding up the blanket, so it slowly slipped down. Lorraine pretended not to notice.

Marty felt his cheeks heating up as the blanket fell to the floor. The Calvin Klein's were very thin, and if Lorraine looked down she'd see his... Marty didn't want to think about it. He jumped when he felt Lorraine's hand touch his thigh.

"L-Lorraine... w-what are you doing...?" he asked nervously, swallowing as his breaths began to become quick again.

"I've never touched a boy in my own house before..." she said softly, and Marty felt himself sweating more than ever, and his entire face was red. He felt her hand tracing around his legs, dodging his underwear.

"L-Lorraine.. don't do this..." he said in a wimpy voice, clearly scared now. Lorraine stared at him with loving eyes.

"Relax, Calvin. You got hurt. Don't you wanna feel good?" she asked sweetly, as her hand got closer to the center of Marty's underwear. His breath became hitched as her fingers traced just around his special area.

"L-Lorraine.. I-I'm a virgin..." he said, embarrassed. He didn't want to tell anybody that information, let alone his young mother. Lorraine gave him a sweet, coy smile.

"Calm down, Calvin. I'm not going to take your virginity..." she said as she inched her face closer to his. Marty looked her straight in the eyes, his eyes wide with shock and fear. His cheeks were deep red and he was sweating heavily. He could barely form a coherent sentence.

"W-what are you gonna d to me, then?" he laughed nervously, hoping to lighten the mood. Lorraine smiled again, and gently rubbed his crotch with her hand through his underwear. Marty took a sharp breath, tensing up as Lorraine kneeded him gently. Marty felt his body reacting to the stimulation, and he was getting hard.

"My parents aren't home, so I don't have much time to do this..." Lorraine said, as she felt Marty's member hardening in his underwear. She blushed, and giggled lightly. "Do you like that, Calvin?" she asked happily.

"Please Lorraine... stop..." Marty begged, and Lorraine pushed him onto the bed. She pinned him down and continued rubbing his hardened cock through his underwear. Marty grunted in response. He couldn't believe this was happening... and so fast. Lorraine had literally just met him, and now she was touching his... Marty didn't want to think about it. His heart was beating fast; his hands were sweaty. His entire body was sweaty, actually. Marty was breathing heavily, and not just from pleasure.

He hated that his body betrayed him like this. He knew that this was his mother, and he hated that when she touched him like this, he got hard. His stomach felt tight; there was no turning back now. If Lorraine didn't touch him, he would have to do it himself... which eh didn't think was an option.

Marty thought his first sexual experience with another person would be with Jennifer. He definitely did not expect this. H felt Lorraine's hands inching under the rim of his underwear. "Lorraine... please, I don't want this..." he begged again, but Lorraine ignored him.

"You're such a liar, Calvin. You're hard; you want this." she retaliated. Marty felt offended that she would call him a liar after being so nice to him. Lorraine slipped his underwear all the way down; revealing his erect cock. She stared at it with interest, and Marty just closed his eyes and looked away in embarrassment. Oh, how he wished Doc would intervene right now... He jumped when he felt Lorraine's hand wrap around his cock. She squeezed it gently, and Marty panted in response, trying to hold back a moan, or else she'd think he liked it.

Lorraine began to move her hand up and down gently; well, at least she was gentle, thought Marty. He had to admit though, she was very pretty... hot, in fact. He felt his cock throb a this thought, and Lorraine blushed as she felt him throbbing in her hand.

"Does it feel good?" she asked as she rubbed him up and down, not sure what else to do besides that. Marty didn't say anything. Lorraine made her jerking more violent, until Marty let out a moan. She smiled at him.

Marty's head was spinning. It felt amazing to be touched by someone else. Incredible. He couldn't hold back his moans. It was so good. Lorraine's soft hand squeezed and jerked his cock perfectly, he couldn't help but moan loudly.

"Oooh, L-Lorraine..." he sighed, barely thinking about what he was saying. Lorraine giggled as she bent back down and slid her tongue over the side of Marty's sensitive cock.

"How does it feel?" she asked, as she jerked him up and down. Marty moaned.

"It feels good..." he sighed, and Lorraine smiled at him. She bent down and took what she could of his cock into her mouth and began sucking. Marty's eyes went wide, and he moaned louder than before, feeling his stomach getting tighter and tighter as she sucked on him. He had never felt anything so intense in his entire life. The pleasure was amazing.

Lorraine eventually was able to fit Marty's entire cock in her mouth and throat, and she left it that way, completely enveloped as she sucked on him.

"Oh, fuck, Lorraine! I-I'm gonna cum!" Marty said, bucking his hips. The tingly feeling in his crotch was burning now, making him feel dizzy.

Lorraine just kept sucking, until Marty couldn't take it anymore. He bucked his hips a few time as he cock throbbed and spasmed. He shot his adolescent seed into Lorraine's mouth, which she drank down. String after string of his hot gooey white cum shot into her mouth and throat, and eventually she pulled away, coughing. Lorraine rubbed Marty's cock a bit more as he shot his last few drops onto her clothing. Marty was exhausted. He collapsed onto the pillow under him. He felt like he could go to sleep.

He heard Lorraine's voice, and sat up sleepily.

"How was that?" she asked, gently caressing his face. This time he let her.

"It felt.. so good..." Marty blushed as Lorraine began to lean in, but he backed away again.