Naruto hated being the third wheel. He tried not to stare at his two best friends making out to his left while he ate his ramen. It was turning him on, but made him envious too, because Sakura liked Sasuke, not him.

So he ate his ramen with a hard on as his two teammates swapped saliva.

Nearly everyone from their graduating class was seeing somebody, bar a couple. Naruto knew that Hinata had a thing for him, but he didn't feel comfortable using her when he didn't feel the same way. She was too sweet, and he knew she would become a great friend and ally in the future.

"Can you two not?" Ayame asked. "Too much PDA."

Sakura pulled away and turned her head to the ramen waitress. "Sorry. We got carried away." She slipped off of Sasuke's lap, her face was matching the colour of her hair. "Right, Sasuke?" She hissed.

"Yeah, sorry," Sasuke said.

Naruto couldn't help himself. He snickered, drawing a look from Sakura.

"I get it," Ayame said. "You guys teenagers, and all of that, but you're putting off customers."

"I won't let them make out in this restaurant again, promise," Naruto said.

Ayame scrunched up her nose and then went back to cooking ramen.

Right as Naruto finished his last bowl, Sakura got up to her feet. He turned to her. "You not staying to spar?" he asked.

"I'd love to, but I can't," Sakura said. "I promised my mom that I'd help her with some stuff."

Naruto focussed on Sasuke. "Still on – "

"As if I would turn down an opportunity to kick your ass," Sasuke interjected with a smirk.

"Boys." Sakura rolled her eyes. She gave Naruto a warm hug, then pressed her lips to her boyfriend. "Don't break each other," she said. "We have the chunin exams coming up in a week." Then she left the restaurant, leaving the boys of team seven to themselves.

"We didn't make you uncomfortable, did we?" Sasuke asked quietly.

"No, no," Naruto said. "I'm used to it now."

Sasuke's lips twitched. "Finished?"

"Mm. That eager for me to beat you up, huh?"

"Whatever."

Naruto put the money down on the restaurant table before Sasuke had a chance. "You paid for us last time. Plus, my clan is as loaded as yours and I like treating my best friends." Naruto threw a smile at the ramen waitress who was like a sister to him. "You better accept moms offer for dinner this Saturday – she said she was going to drag you and old man Teuchi to our home if you declined again."

"I will," Ayame said, swiping the money from the counter and frowning. "This is way too – "

Naruto was already out of the door. "See you Saturday, Ayame!" He glanced at the Uchiha to his right. "Race you to training ground seven?"

Sasuke smirked.

"On go. 3, 2, 1… go!"

The streets of the hidden leaf were packed with people, even in the evening, and they weren't too pleased by the two of them running through the streets and taunting one another like hooligans.

Naruto pulled ahead of Sasuke and could see the training ground fast approaching, but then the bastard whooshed past him in the dying moments, piping him by inches.

"Damn it," Naruto said. "I thought I had you there."

Sasuke looked just as out of breath as he was, but still lifted his chin in that smug way of his. "Hn."

Naruto approached his best friend. "Where did you get that last burst of energy from? That was outrageous." He shook his head when Sasuke shrugged his shoulders.

"I'm an Uchiha," Sasuke answered. "It's in my blood."

"I am getting faster though," Naruto said.

"You are," Sasuke said. "I actually have to try now."

"Ha-ha."

They shared a grin and then strolled deeper into the training ground. His feet stepping through the grass until they were standing near the stumps where he had been tied up during the bell test that felt like a life time ago.

"Don't start," he warned.

"I didn't say anything," Sasuke said, although the amusement was clear to hear in his voice.

"I can't believe how much has changed," Naruto said. "I… strongly disliked you before the mission in Wave, and Sakura hated me. Now we're all best friends."

Sasuke was quiet for a moment. "Nearly dying and fighting for each other bonded us."

"In more ways than one," Naruto said, wiggling his eyebrows. He remembered coming across his two roommates having sex against the wall in the bridge builders house after finishing early from working on the bridge.

"Life's too short," Sasuke said, "and I did say one of my goals was to rebuild my clan. Might as well start early."

"I don't think Sakura is interested in raising a kid this young, bastard," Naruto replied.

Sasuke's lips twitched. "She's certainly interested in the act. Wants to bang as much as I do." His smiled widened. "We need to get you a girl, man. Why don't you get with Hinata? You know she would be down."

"She actually has feelings for me. I don't."

"So? We're young. Just have fun."

"I can't. She's too sweet, and I'd feel horrible using her like that."

"It isn't using if your both want it. Too bad Ino's taken to Kiba. You two would have made quite the couple. You're both loud and obnoxious."

Naruto settled into his taijutsu stance. "Are we going to spar or gossip all day?"

The Uchiha dropped into his own stance. "Bring it on."

Two hours later a sweaty Naruto trudged up the street towards the Uzumaki estate. The smell of food hit him the moment he opened the door, and he could feel himself salivating. His feet took him to the kitchen where his beautiful mother was cooking.

"Hey, sweetie, how was training?" Kushina Uzumaki asked.

"Good," Naruto said.

He watched his mother cook. His eyes drifted to her bum that looked amazing in the pants she was wearing. She turned around and opened her arms.

"Come here," she said, wrapping her arms around him when he came close.

Naruto hugged his mother tight, trying his best not to focus on how having her breasts pressed against him so he wouldn't get a hard on.

Kushina pulled away slightly. "You need a shower."

"I know," Naruto said. "After dinner. I'm starving."

Dinner was plated not long later and both mother and son were sat at the dinner table, chatting fervently amongst themselves while eating.

"… and we're totally going to smash the exams!" Naruto exclaimed. "Our teamwork has improved a lot since we became good friends and we've been helping Sakura with her individual training."

"I have full faith in you guys," Kushina said.

"I can't wait to show everybody how much I've improved," Naruto said. "My Kenjutsu is going to be my secret weapon. Nobody but Sasuke and Sakura know that I've been learning from you since becoming genin."

Kushina laughed. "Easy there, tiger. I've only been teaching you the basics." She was always there to push down his ego when it threatened to grow. Her eyes suddenly started to twinkle, making Naruto's stomach twist. "So…" she started. "Have you managed to get a girlfriend yet."

"Mom," he whined.

"What?" She demanded. "I just want to know if there are any ladies in my baby's life."

"No ladies. Nobody wants to go out with me."

"Oh, sweetheart. I'm sure that's not the case."

Naruto looked away from warm violet eyes. "It's true," he said. "Everyone that I was interested with is taken. I bet I'm the only person from our graduating class that hasn't even had his first kiss." He knew he was being dramatic here, but it felt good to vent.

"What if…" Kushina hesitated for a second. "What if I became your girlfriend?"

"What?" Naruto's head snapped back to his mother. He couldn't have heard that right.

She stepped out of her seat and leant down towards him. "I'm serious," her voice held a sultriness to it.

"You're my mom," Naruto stammered. "Isn't that like… wrong?"

Kushina slipped her leg across his lap and straddled him. Her face was so close now. He could feel her breath on his face and felt his cock hardening.

"Do you really care?" Kushina asked slowly.

Naruto gulped when her arms went around his head and her face got closer. He stared at her lips, and then they were pressing against his, just for a moment, then his mom pulled away slightly with a grin on her face.

"Now you've had your first kiss," she said, "but I think it's time you had your first proper kiss."

Her lips latched back onto Naruto's, moving against his fervently. His mother's tongue slipped inside his mouth, while his arms circled around her waist, sliding underneath her shirt and running across bare hot skin; if she minded, she didn't say.

When Kushina moaned against his lips, Naruto slipped his hands lower to his favourite body part of his mother to grope her big ass. His tongue was dancing along with hers, and the taste and feel was driving him wild.

Suddenly she pulled away, gasping for air. He chased her lips, eager for more, but found her finger instead.

"I think that's enough for today. Did you… did you like that?"

"Yeah." Naruto nodded quickly. "You're so sexy, mom," he said. "Can I kiss you whenever now. Since you're my girlfriend now?"

Kushina's eyes darkened with this unknown emotion. She leant close again, so close that their lips were barely touching. "Mm. Maybe not in public." She stared into his eyes. "We don't want to give the civilians any more ammunition for disliking you."

Naruto didn't care. He was on cloud nine, wanting to experience this with his mother every day. He finally had a girlfriend, and she was the most beautiful women in the whole village.

A hand grabbing his cock jolted him.

"Are you listening to me?" Kushina asked, rubbing his cock through his pants. "Only in secret. What we are doing isn't breaking any law, especially since we are the last of our clan, but there are many that would feel disgusted if they learned about this."

A thought startled him more than his mother rubbing his cock. "Were we – were we always going to get together to rebuild our clan." He saw his mother's lips twist into a smirk. "We were!"

"I was thinking about the best way to talk to you about it," Kushina admitted. "The opportunity just fell into my hands. I always knew you were attracted to me, there was no doubting that. I'm a ninja, I know when you're staring at my body, or when my panties mysteriously go missing."

"So are we going to have sex now?" Naruto asked excitedly.

The hand pulled away from his cock instantly. His mother smirked at his look of confusion. "Maybe I'll give you a hand today," she said. "You're not fucking me until you win the exams."

"That's not fair," Naruto said, to which his mother laughed. He could feel her breath against his lips. He longed to taste her tongue again. "Can I at least kiss you when I want?" he asked.

"Mm," Kushina said. "You can touch me too, but that's it."

Her hand slipped down Naruto's pants, making him shiver, and grabbed his cock. She started stroking it slowly.

"Do you like mommy's hand on your cock?"

Naruto answered his mother by taking her lips. He slipped his tongue in and his hand started massaging her ass again. Their kiss became sloppy, more open mouthed, as he felt himself grow close too quick, and then he exploded in his pants, all over his mother's hand.

His mother laughed seductively and pulled away, then started licking the cum covered hand clean, much to his amazement. It was so hot that he found himself hardening again.

"There's that Uzumaki stamina," Kushina said. "You're going to have to deal with that on your own."

"Can I use your panties?" Naruto asked.

Kushina didn't say a thing for a moment then slipped off his lap. He was afraid that he had said the wrong thing, until she started undressing in front of him. She stripped off her panties, revealing a neatly trimmed red bush, and a cunt that was glistening. She threw them in his face.

"T-thanks," Naruto mumbled. They were still warm and when he sniffed them, god, they smelt like heaven. They were even slightly wet, which did his self esteem a world of good because he had turned on the goddess in front of him.

He walked to his room in a daze and shut the door, jumping onto his bed with mother's warm panties in his hand and her lipstick on his lips. He discarded his pants and top, then brought the panties to his nose while his hand went to pleasure himself.

The scent was the best thing he had ever smelt, and he was dying to know what his mother tasted like. It didn't take long for him to reach his peak, finishing all over himself.

For a while, Naruto stayed in bed, contemplating life and how this had happened. This afternoon he had been feeling envious over his best friend being with the girl he was crushing on, and now he had just made out with his mother, who was easily the sexist woman in the Leaf, and got a hand job from her.

He remembered her condition, and even though he was already training hard, he needed to train harder because he had another reason for becoming chunin now, and he was bound and determined to accomplish it.

When he finally decided to go shower, he heard strange sounds coming from his mother's room. He stilled when he heard a loud moan. Embolden by what had happened earlier, he creeped toward the room and was surprised to see it completely open.

What surprised him more was seeing his mother completely naked on her bed, touching herself. Her fingers were glistening as they thrusted into her cunt, her ample breasts shook, and her moans were downright deviant.

Kushina smiled when he saw him in the door way. "Touch yourself for me, baby," she said. "Mommy wants her precious boy to wank himself while she watches."

Naruto couldn't look away. His hand grabbed his cock and started jerking. Her mother moaned loudly, her eyes fixated on his cock almost hungrily while she started rubbing at her clit at a furious pace.

"Mommy loves that big hard cock," Kushina moaned. "She can't wait to have it inside her."

"Mom," groaned Naruto.

His mother finished before him, just, crying out while spasming on her bed. The sight pushed him over the edge. Quickly, he tried catching the cum in his hand, not wanting to ruin the carpet, as nirvana hit him.

He panted for a moment still gazing at his mother's bare body.

"Come here," Kushina said, and Naruto obliged, walking over.

"Kiss me," she demanded, and he did.

He leant down and met her mother's hungry lips, letting her take control while he was cupping her breasts. She pushed him off a couple minutes later.

"That was good but imagine how much better fucking me is going to feel. To have mommy's cunt take your cock. I can't wait to breed with you, but you have to win the exams first."

"I will," Naruto promised. "I swear it."