You come home from school with a ripped shirt, a black eye and a fat lip, and tried to quickly head up the stairs to your room. Unfortunately your 36 year old mother was in the living room, working out to her Tae Bo video, and I stopped you.

"Son, what happened to your face?"

"It's nothing Mom. I have a lot of homework and need to get to it."

You started to head up to your room once again, but was reprimanded by my Mom's unmistakable, "don't mess with me" voice.

"Come here young man. Right now."

I instructed me to sit next to me on the couch, and told you to tell me what happened.

"Please Mom. I'd rather not talk about."

You hang your head in shame, then Mommy sternly broke the silence, saying, "Well you aren't going anywhere until you give me the full story."

You knew it was useless to argue with you muscular 5'3" 135 pound mother, who more than once had punished you with devastating spankings as I lay across your lap. Although I was an 18 year old Senior in high school, and passed her at 5'5" and 140 pounds, I was still her little boy who she could discipline easily.

"It's really embarrassing to talk about Mommy."

"Come on now son. We've always been open with each other, and it will help to talk about it."

"Well, okay. I had gym class last period. I always try to be the last one out of the showers, and keep my towel around my waist. One of the kids always teases me, and he ripped my towel off and yelled for everyone to come look at me.... So finally I had enough of his teasing and I punched him, but he's bigger than me and stronger, and easily beat me up. I'm so embarrassed. I'm such a wimp."

I wiped tears from my eyes and you took me into a big hug and consoled me by rubbing my back.

"My poor baby. Well it's time I gave you some lessons in self-defense. But tell me. Why was the boy picking on you and what was everyone laughing at."

"Oh please Mommy. Don't make me tell you. It's just too horrible."

"Nonsense. Now tell me the details."

You debated about what and how you should tell her, and finally decided that the truth was the only way out.

"Ummm...They were all laughing at the size of my...penis," I whispered.

"What was that Hon? I couldn't hear you?"

"My penis Mommy. I have a short, tiny miniscule little penis. Are you happy now?"

"Oh Peter. That's nothing to be ashamed about. Your Daddy has a small one too, and I taught him how to use his tongue to please me sexually."

"Mom! Please. I don't need to hear that."

"Well it's true. Come on now son. I'm sure it isn't that bad. Let me have a look at it."

"No way," I bellowed.

"Now son. Don't make me get stern with you. Drop your pants and undies and let Mommy see how big you are. It's not like I haven't changed your diapers and seen it before."

"Please don't make me do that Mommy."

"Don't argue Son, and do as I say."

"Oh God. Okay. I really wish I didn't have to."

I slowly undid my belt, and clasp to my pants and let them fall to the floor. I put my fingers at the waistband of my jockies and after hesitating as long as I could, pushed them over my legs and stood up, quickly covering my tiny penis.

"Move your hand son, and let Mommy see your little man."

Slowly I let my hands drop to my side and heard my Mom intake a breath.

"My God Son! You can't be over a half inch in length. I didn't think anyone could be shorter than your father's three quarters of an inch.

Tears started to fill my eyes again as I once again covered my naked lower body in humiliation.

"I knew it Mom! I knew you would make fun of me, just like those assholes in my class. I'm hopeless, and should never ever have shown you."

"I'm sorry son. You are right. I shouldn't have ridiculed you, and apologize. It was just such a shock to see how small you are. Come here and let Mommy get a closer look."

You moved towards me seated on the couch and stood before me as my hands slowly up my thighs to inspect me. When mon reached my tiny penis, she took it between her two fingers and began to twist it in every angle for a complete view. You never had a girl or woman inspect me so closely, and my warm breath combined with the view of her deep cleavage shown fully in her scoop necked workout outfit, began to make my little organ grow.

I stood motionless and tried to control my breathing, but when you took both of my testicles in the other hand, while continuing to twist and bend me in every direction, I couldn't help but grow to my full hard 3 ¼ inches.

"My. It looks like you are enjoying Mommy's little exam. We will take care of that a little later, but first things first. I want to teach my little man how to defend himself, so let's both strip down, and I will be you, and you will be the bully."

I had seen my beautiful muscular mother in her bikini before, but had never seen her, or any woman for that matter totally naked in real life. I could only stare, wide- eyed as she slipped the straps off her shoulders and slid her outfit down her legs. She rose, standing with her beautiful full breasts on display, covered only by tiny sheer blue panties.

"Come on son. Off with the shoes, socks, pants and shirt. We are going to be naked in your locker room at school, and I want to make this as realistic as possible."