My name is Samantha. I’m 41 years old. My story begins one afternoon this last July. My son Steven asked me if I would take him to the sand dunes to do some dirt-bike riding.

This was something his father used to do with him ever since Steve was eleven. Now, since his father (My ex.) had married his twenty two-year-old secretary, three days after our divorce was finalized, he hasn’t had time for his son.

Steve is fifteen now, almost sixteen, and loves to ride that dirt bike. I don’t ride with him like his father used to, but I help him load up the bike on the trailer and hook it up to the Suburban to drive him out to the dunes to ride.

I love sitting on the hood of the truck and watching him. He’s really very good. Sometimes I bring a cooler with lunch and drinks and make a whole day of it. On real hot days I like to wear my bathing suit top and short jean shorts to work on my tan. The attention’s nice too.

I used to be what some would call a “Trophy wife”.

I don’t have any false modesty; I know I’m a good looking woman. My hair is long, straight and blonde, to the middle of my back and my eyes are sky blue. My lips are full; the bottom lip slightly fuller than the top and both miss being kissed. I’ve got plenty of time for the gym so I’m in good shape. You can’t bounce a quarter off my ass ... but I’d like to think the quarter it happier for the chance to try.

My husband is an executive in a large pharmaceutical company. There was a time, not too long ago, when he liked to prance me around on his arm at all the company functions. He would often “Suggest” what I wear at these functions. What dress, how I was too ware my hair and make-up. He would always introduce me as “My wife”, never by my name. I felt more like a high-priced whore than a wife. Now I’ve been replaced with a younger model. But it’s ok, that’s her problem now.

I have Steve, a great house and all the money I need. Needless to say, I’m fine.

Enough about me...

This one particular day we had decided to make a day of it. It had rained a little the night before so I told Steve to bring a change of clothes. The morning was beautiful; not a cloud in the sky to hide the mid July sun; a good day for tanning. With the bike on the trailer and a lunch in the cooler, we headed out to the sand dunes.

Steve rode for hours while I watched. I didn’t just watch Steve though. There were a lot of young guys out there that day. Some were riding and some were just standing around drinking beer and flirting with the girls. A few had even wandered over to try and start a conversation with me. It was so cute. These young guys trying to act all smooth and stuff like I hadn’t heard just about every line there was. We had a great day.

It was late in the afternoon when we ended the day. Steve and I had packed the bike away on the trailer and Steve was getting out of his riding gear. He was particularly muddy and I asked him to take off all his muddy pads and clothes and throw them in the plastic bag in the back.

“Mom...” He moaned to me as he looked around and scoped out the area.

I looked around as well. We were the only people there.

“I brought a chance of clothes for you Steve. There’s no one around. Just stand by the open door and change.”

It was funny ... He could ride around all day and show off for the girls but when it came to taking off his clothes in front of his mom ... he turned into my little boy.

He began to do as I asked and as he was struggling to get his muddy pants off he started to stumble.

“You all right over there?” I asked from the driver’s side of the truck. As he started to assure me he was fine ... he stumbled a few feet from the truck with his muddy riding pants around his knees, past the front fender and out of view ... I heard him yell out as he fell and rolled down a tiny hill.

I ran around the front of the truck and saw him sprawled out on the ground, pants around his knees damn near covered in mud. It would have been funny had he not been sprawled out on top of one of the many small cacti that littered the landscape.

“Steve ... you Ok?” I asked as I rushed to his side.

“Needles!” He shouted to me. “Ow ... ow ... ow ... Needles!”

“Don’t move.” I told him. He laid as still as he could as I assessed the situation. He had rolled right over the cactus and there were quite a few cactus needles sticking in his right thigh. I saw more on his lower back. As I looked even closer, I could see the front of his underwear was covered with the little intruders as well.

Except for the cactus needles, he seemed Ok.

“Now listen...” I told him. “Keep your legs stiff and as straight as you can. I’m gonna pull you straight up onto your feet, OK?”

He looked worried but shook his head yes.

“OK. Give me your hands.”

He came right up onto his feet when I pulled.

“Is anyone around Mom?” He asked me as he searched the immediate area for anyone that may have seen.

I turned my head and looked all around. “No one’s here Steve.”

I helped him to his feet and slowly walked him to the truck. He took tiny steps; his pants still limited his mobility.

“Hold onto the door.” I told him as I knelt down and slid his riding jeans down to his feet. “Lift up.” He lifted one leg at a time allowing me to remove his pants. The whole time he scouted out the whole park for anyone that might have arrived to witness this unfortunate calamity.

“The needles ... they’re everywhere.” He groaned.

“I know Hun. Just stand here and hold on to the door. I’m gonna get the first aid kit.”

I could see the embarrassment and worry etched on his face. He stood there in his underwear praying no one would drive up to do some late riding. It wasn’t likely, this was a dangerous place to ride at night, but people sometimes did it anyways. The sun was already making its way down behind the trees and whether they were riding or not, people sometimes hung out here to socialize, drink beer and no doubt smoke some pot. For now we were the only ones here, but we both knew that could change at any minute.

I retrieved the First Aid kit and his change of clothes and put them on the passenger seat next to Steve.

“What are you gonna do Mom?”

“I’m gonna get those cactus needles off you, Sweetie.”

It was a really good First Aid kit. It had everything in it. I could probably set a broken leg and maybe even take out a bad appendix with this First Aid kit and maybe an extra roll of paper towels.

I took the tweezers and the antiseptic wipes out of the case and told my son to show me his left side. He turned and faced the inside of the truck as I got squatted down and began pulling the needles out of his thigh with the tweezers.

“Does that hurt Steve?”

“Not really ... Are there a lot?”

“Not a whole lot as far as I can tell, but they’re pretty hard to see.” Then I looked up at my son and told him, “We’re gonna have to get your underwear off you know...”

I knew how he’d feel about that and I tried really hard not to smile when I said it but I could feel the corner of my mouth curling up a tiny bit.

“What?” He moaned.

“Well ... there’s a bunch that are stuck to your underwear Honey. I’m thinking that most of them will stay on your briefs when we take them off.”

“We!” He sighed, embarrassed even more.

He looked around constantly to make sure that no one was pulling into the parking area.

“Yes ‘We’” I told him.

“You can’t be taking off my underwear ... You’re my mom.”

“I took your underwear off for the first seven years of your life Steven.” I smiled.

“I know but ... Well ... Now I’m grown up.” He tells me with a certain measure of pride. It was kinda hard to take him seriously with him standing there in his underwear looking around like a small monkey in the middle of an unruly heard of wildebeest.

“Would you prefer we wait for somebody to drive up and you can ask THEM if they’d mind giving you a hand?”

“Nooooo...”

“OK then.”

I stood up and told him my plan.

“I need you to slide both your hands down into the front of your briefs and I’m going to slide both my hands down the back...”

“You’re kidding?” He moaned as he shook his head and looked around again. Then he rested his forehead on the frame of the side window.

“Do you want all these needles out?”

“Yessssss...” He moaned.

“Well then ... When we get our hands down your underwear...”

I smiled a little. I couldn’t help it.

“Moooooom!”

“Sorry ... when we get our hands down there ... we need to pull the material out as far as we can away from your body. We’ll try to slide the underwear down and off without rubbing them against you. Hopefully most of the needles will come with them.”

“Hopefully? ... Most?” He asked with a sad look in his eyes.

“That’s the plan.” I told him.

He just looked at me for a minute, then he scanned the area again. Content for the moment that we were along, he rested his head down again on the top of the door and sighed this long agonizing sigh. You’d have thought I was asking him to squat down in the display window of Macy’s and take a shit ... Mid-day on Christmas Eve!

“Do you have a better plan?”

“Nooooo...”

“Well, let’s try it.”

I reached for the back of his underwear.

“What about the needles that don’t come off with my underwear?” He asked me.

I just looked at him.

At that point I realized that I would have to pick them off my son with the tweezers. They were small needles; hard to see. The biggest ones were 1/4 inch and very, very thin. I was going to have to squat down and pick them out of my son’s ass ... and then turn him around and pick them out of anywhere else I found them.

“I’ll have to pick them out...” I told him bluntly. Now it was my turn to look around and see if anyone was around. The monkey had a friend.

It was kinda weird but I felt kinda like giggling. I felt really funny knowing that I might have to get down on my knees in front of my naked son and be that close to his privates. Maybe even touch them.

I wondered if he would let me do that. What if he wouldn’t? If HE couldn’t pick them out and he wouldn’t let me do it ... I would have to try and get him in the truck, bring him home and hope a shower might do it or ... take him to the Emergency Room.

Then I thought, “Suppose he starts to get hard?”

The thought made my stomach feel funny. At first I thought it was kind of amusing, then ... I was amazed I had even thought of such a thing.

“Maybe we should just go to the ER.” I thought briefly.

“Are we gonna do this.” Steven sounded pretty miserable.

“Sure, you ready?”

“Yeah, I guess...” He said as he turned towards the open door; his back to me.

I let my hands slide into my son’s underwear very slowly. I felt the backs of my hands against the hard cheeks of his ass.

“Ouch ... ouch ... ow...” Steve squirmed around as we both slid our hands into his briefs. I could feel the odd cactus needle poking my hands as well.

“You Ok?” I asked him.

“Yeah ... yeah ... let’s just get them off Mom, The needles are poking me everywhere. Shit...”

“Everywhere...” I thought. “Wow. This is gonna be interesting.”

We pulled the material out and away from his body and slowly began to work them down.

“Easy Mom.”

Steve kept his vigil, surveying the surrounding area and the road that led to the dunes.

“I am Sweetie.”

As I bent down to lower his briefs to the ground, his ass came into full view. His ass moved so close to my face as he bent over pulling the front of his underwear down, that my cheek almost brushed against his skin. As his knees bent ... I could see his balls hanging down between his legs. The sight took me by surprise. I hadn’t seen any BALLS in quite some time.

He stepped out of his briefs and looked over his shoulder at me and then browsed around again ... Still no sign of anyone.

I took his briefs and threw them in the back of the trailer. I figured I’d just throw them away when we got home. When I turned back to my son, he stood with his front facing the open door and his back side towards me. He looked pretty strapping; a good bit older than 15 from this angle.

(I figured that was just the lonely divorcee throwing her two cents in.)

I stood up behind Steve and tried to comfort him a little.

“Don’t worry Steve. Hardly anyone comes up here once it starts to get dark.”

We both knew that was just wishful thinking. I didn’t think it was such a big deal. I figured if anyone came up here, they’d park as far away from us as the parking area would allow. Certainly granting us enough time and privacy to at least get my son into the truck with the doors closed. I think Steven was more worried that someone might see him naked ... with his MOM.

It was unlikely we’d meet up with someone that knew I was Steven’s mother. As I know it doesn’t sound very humble but I have a feeling, considering the looks I get from a lot of these young boys, much to their girlfriend’s dismay, that most guys pulling up now catching Steven naked with me ... Well ... They might consider him a pretty lucky kid.

“Have you ever been here at night?” He asked me.

“Well, no.” I confessed.

“Then how do you know no one ever comes up here at night?”

He had me there.

“Well ... I suppose people that want a nice place to park and fool around, might figure this is a good a place as any.” I told him honestly.

“Moooom!”

I smiled a little and shrugged my shoulders.

“What? It is.”

I wasn’t sure what was getting into me.

The sun was going down fast. I figured I’d better get started or I would be doing this by flashlight ... and we might not be alone while I was doing it.

I knelt back down to check his bottom for needles.

“How’s it look Mom?” He asked as he lifted his arm up and looked at me from around his ribs.

“It looks so cute Honey.” I told him smiling as I tried to make light of the whole situation.

“Mooooommmm ... Jesus ... Cut it out...”

“Sorry ... I only see a few.” I told him, then asked him how the front looked.

“I’m not sure.” He said kind of troubled. “I really can’t see too good, let me feel.”

After a few seconds, he mumbled. “Shit...” There was a long pause.

“What?” I asked.

“I can feel some though...”

“Where?”

“ ... On my ... You know, my thing.”

I couldn’t help it. I thought he was so cute the way he couldn’t say penis or dick. He had to say “My thing” in front of his mom. I’d only seen it a thousand times.

I couldn’t resist...”What ‘thing’ might that be Hun?

“Moooom! Jeeezzz!”

“Well jeez Steven.” I mocked him. “You’re almost 16 years-old, certainly you don’t have to refer to it as ‘your thing’ to me.”

“Well OK Mom ... I think I have a few needles on my cock!” He told me, mocking me back.

“Steven!” I was a bit shocked.

I guess it made me realize that that was exactly what it was ... A COCK. I can’t describe the feeling when you recognize that your son no-long has a “Pee-Pee”. Somewhere along the line it had gone from his Pee-Pee to his “Thing”, bypassed “Dick” and moved right along to “Cock”. And it Was too. From my vantage point, I could see just the very tip past his balls. That must be hanging pretty good to pass his balls, I thought. (A very un-motherly thought) I even found myself wanting him to turn around so I could see it.

At this point I wasn’t thinking sex ... I was just curious ... to see how much he’d ... changed ... over the years.

“I’m sorry mom, but you started it.”

“I know.” I admitted.

And he was right, I HAD started it. I obviously wasn’t taking this as seriously as my son.

I went back to work. I removed about ten needles from Steve’s backside. I was so close to him I could smell my son’s sweat. I didn’t find his musk unpleasant at all.

“I think I got them all Steve. Tell me if this hurts”

I took the palm of my hand and very softly and slowly slid it over his thigh. I didn’t feel anything and he didn’t scream, so I figured we were OK on the thigh...

“Feel Ok?” I asked.

“Uhh, yeah.” He told me nervously.

“If there’s any in there you should feel them stick you when my hand goes over them.” I told him. “How ‘bout this?” I asked as I let my hand softly slide to my son’s muscular butt. I felt him tense up.

I thought that I was doing that to see if we could see if there were any cactus needles in his butt, but when I let my hand glide over his ass for the second time ... I think I might have done it because I liked the way it felt. At that very moment ... something changed in me. I felt like things had become ... different.

“Does that feel OK Steve?” I asked him softly. I noticed that my tone had slightly changed. As I heard myself say it ... I felt funny ... Odd. I wasn’t sure what I meant when I asked or how he would take it. I felt conflicted but compelled.

“Ummm ... Yeah Mom.” He told me. “It feels good...”

As he trailed off, I thought I heard a “Tone” in his voice as well. I glanced up and saw my son looking around his body at me again. When our eyes met ... my stomach flipped again. For a second I saw the same thing in his eyes as I had heard in his voice. I think something changed for him too. I couldn’t believe it. I kept lightly moving my hand over his ass cheeks; first this way and then that way. First one cheek ... and then the other.

At this point I realized my nipples were actually getting taut under the material of my bathing suit top. I immediately looked down to see if it was noticeable. It was. My tits were pretty big and they pushed hard against the material. I wondered if that was something that Steve would pick up on.

Wow, I thought to myself. Where the hell was this coming from?

I reached into the First Aid kit again and pulled out an antiseptic wipe. I opened it and began to gently rub it over my son’s thigh and ass cheeks. I spent way too much time doing that and I doubt that went unnoticed by my son.

He jerked his butt, “It’s cold...” He whispered down to me.

Then ... The moment had arrived. I swallowed...

“I guess I better check the front...” I told my son from my squatting position. I tried to sound like it was no big deal, like going shopping or mentioning the errands I had to run. I hoped I was pulling it off.

I watched his eyes searching the grounds, checking for company. We were alone at the far side of the parking area and we were running out of light fast.

He lowered his head and turned around slowly, shyly. As he turned, his “Thing” came into view. I drew a quick breath, cleared my throat, and quickly shifted my eyes to the ground as if I’d dropped something, looking for nothing in particular, I searched the ground. I was shocked at my reaction.

I was kneeling in front of my naked son, his “Thing” hung soft out of a small bush of brown pubic hair only a foot and a half away from my face.

His ball sack was big and hung down between his legs like a proud bull, cradling his soft dick. It was maybe four inches long and the loose skin around it snuggled up to his cock head like it was wearing a little turtleneck sweater. Under other circumstances it might have been cute. But considering the surprising twitch I felt between my legs ... CUTE may not be the right word.

“Do you see them Mom?”

At first I thought he was talking about his balls. I almost told him “Yes, of course I see them, they’re really big.” but my son’s voice reminded me of what I was supposed to be doing.

“Ummmm, Yeah Hun. A few...”

I placed one hand on his thigh to steady myself as I squatted and began plucking out the needles that I saw on the front of his thighs. Slowly I moved higher and higher up the front of his legs to each side of his dick. I saw a few on the edge of his pubic area. I let my hand slide up my son’s thigh and used my fingers to move the hair out of the way so I could pluck the tiny spears from his skin. I felt him jerk back a little bit when my fingers moved through his pubic hair.

“Did I hurt you?”

“Umm, no.”

“Then hold still.” I told him as what I hoped sounded like a concerned mother.

For some reason it seems important to me to mention ... I’d never had an impure thought regarding my son. The closest I’d ever had to a “Sexual” thought was to wonder if he was into girls yet and if he masturbated. And that was some years back. I didn’t know where all this was coming from.

I looked up at him and saw that he was staring down at me pretty intensely.

“You OK?” I asked. “Should I stop?”

I thought he might be freaking out until he told me ‘no’.

“No ... I mean ... Ya gotta get ‘em, right?” He asked me with a look on his face that I couldn’t figure. “I’m good...” He added after a few seconds.

Twenty-two all together ... Twenty-two needles on the front of his legs and in his pubic area. With those gone, I let my hand gently rest on my son’s bare hip to keep my balance. I looked up at Steve. His eyes were glued to my face.

“Steve...”

“Uh ... yeah Mom.”

“I’m gonna have to check between your legs.” I told him. “ ... and your ... thing too.” I added.

I waited for him to stop me or say something.

“Ok...” Was all he said.

“Tell me if I hurt you.”

He just shook his head with these tiny little shakes and looked around the truck again nervously.

I held the tweezers in one hand and let my other hand slide from his hip to his thigh.

“Spread your legs a little Honey.”

I couldn’t help but smile. I felt giggly. It sounded so funny. That was surely a sentence I’d never expected to say to my son.

Steve looked down at me and complied without saying anything. I apologized for the smile.

“You think this is funny, don’t you?” He asked, not sounding very pleased.

“No Honey. Not really.”

My hand moved gently ... Maybe too gently ... to the inside of his thigh.

“Feel OK?”

He shook his head nervously. “Um-hum”

I held his gaze for a second. It looked like he wanted to say something but nothing came out of his mouth.

“What?” I asked.

“Nothing.” He said and checked around again.

I went back to my task. I checked the inside of one thigh ... Nothing.

I gently rubbed the palm of my hand over the area in question, as I’d done to each place I’d already inspected. With the confirmation of no more needles, I slowly wiped his inner thigh clean with a cool antiseptic wipe. I could feel that he was holding his breath. I glanced up expecting to find him making sure the coast was clear or staring down at me with a nervous, uncomfortable look in his eyes. But his eyes were closed and I could feel a low rumbling coming from deep in his chest, finding its way to the hand that now caressed the inside of his strong thigh.

I would like to say that I was checking, or even cleaning his inner thigh ... But that’s not the way it felt to me. And it was obviously not the way it felt to Steven either.

I took a deep breath, “Now the other side.” I warned him. I did the same thing to the other side. Four or five little hair splinters and I was sliding my hand over his nice skin in search of the straggler. This search seemed to take even longer this time.

I looked up, still allowing my hand to glide in slow, small circles from just above his knee, up along his inner leg and around to the cheek of his butt.

“Feel anything?” I asked.

Of course I meant any cactus needles, but my voice had somehow become more of a soft, sultry whisper. I believe Steven noticed as well. There was a long pause while he seemingly contemplated the question.

“Yeah, no ... I mean no needles.” He finally mumbled before searching the parking-lot once more.

“Still clear?” I asked knowing full well the answer. I knew that if anyone was coming up the road that Steven would have been running around in circles, waving his arms in the air looking for the fire exits.

“Hum-huh.”

“I’m gonna check your COCK now.” I tried to make it sound light, perhaps even a little mocking but I couldn’t seem to muster the smile that should have gone along with it, which make it sound more ... naughty than humorous. He had no response for me.

I put the tweezers on the front seat and slid my hand closer to his dick. I reached out delicately and pinched the tip of his soft, thin penis with my thumb and forefinger to begin my inspection.

He jerked back a little bit, pulling his dick from my measly grasp, “Mom?”

I glanced up, “Hold still Sweetie.” I told him. “I’ll try not to hurt you.”

I’m pretty sure that’s not what he was worried about.

I reached for his dick again; nibbling on my bottom lip and pinched the tip, the way one might pick up a used tissue or a little something they didn’t really care to touch. But that certainly wasn’t the case here. I didn’t seem to mind this a bit.

As my fingers made contact again, I looked up at Steven. He was staring down at me, doing the same thing I was doing ... Biting his lip.

“It’s OK.” I tried to assure him, not really knowing how much truth there was to the statement.

The mother in me said it was fine ... I was helping; this was my job. But the feeling in my stomach and the warmth that had begun to settle between my legs made me wonder what I was really doing here. The hardness of my nipples only provided another reason to wonder. I was liking this ... A lot ... Way more than I should have.

“You OK?”

“Um-hum.”

I mustered a smile again and continued.

He sucked in a quick breath when I leaned in even closer to examine his balls. I carefully moved the fingers of my other hand over his ball sack. I felt him jerk back again. My face was right next to his dick and I’m pretty sure it didn’t go unnoticed.

I glanced up to find Steve staring down at me, momentarily forgetting all about his relentless search for anyone that might ... A little while ago I might have said “ ... anyone that might SEE...” maybe even “ ... anyone that might INTERRUPT...” but now I think the word CATCH seemed more appropriate ... his relentless search for anyone that might catch us.

“Am I hurting you?”

“No.” He told me adamantly. “Not at all.” He added in a much lower tone, closer to a whisper.

I let go of his ball sack, leaned back steadying myself on the open door; the tip of his dick still in my possession, and looked up at my son. I wished I could read his mind. I stared at him for a long second.

“You OK?”

“Yeah-No-I’m fine...” He told me then quickly scanned the parking lot.

I went back to what I was doing. I leaned in and cupped his balls, moving them side to side as I examined them. I was very thorough. Very, very thorough. I saw two tiny cactus needles in the wrinkles on his ball sack, retrieved the tweezers and carefully plucked them out.

“Did I hurt you?” I asked him. He just shook his head ‘no’ and then checked around the truck again before settling down to watch me.

I checked his balls slowly with my eyes; extremely aware of the head of his dick between my fingers the entire time.

“Let me know if you feel anything.” I told him as I gently let my fingers slide over the skin of his ball sack. I looked up at Steve and his eyes were fixed on me.

“What?” I asked again.

This time he smiled.

“What?”

“Nothing, it’s just that this is ... kinda...”

“Kinda what?”

“Well, I never expected ... you know.”

“Never expected what Steve?”

“Well ... I never expected to see you ... you know ... down there.” He told me with an odd look on his face. I watched as the smile slowly drifted away and his expression turned more ... subdued ... like when you drift off point and forget your train of thought.

His comment struck me kind of funny and made me realize that evidently I wasn’t the only one that thought of this little encounter as ... more than medical.

“Are you implying that I might be doing something besides administering first-aid?” I asked lightheartedly. I tried hard not to smile; fully aware that I still held the head of my son’s dick with my fingers.

“No-No. I mean ... I didn’t mean...”

“Calm down Sweetie. I’m just teasing.” I told him.

I thought about the times I’d looked up at a man from this position before. Men seemed to really enjoy it. And quite frankly, I’ve seen a few pictures that my ex. had taken of me doing exactly that and I thought I looked pretty sexy.

“Maybe you shouldn’t think so highly of yourself.” I thought, “ That was a long time ago.”

Then...

I felt it move. It tugged at my fingers, as if it were pulling away from me, then twitched.

I tried to ignore it.

“Do your balls feel Ok?” I asked him as I went back to the task at hand. He shook his head ‘yes’ slowly.

“I have to check everywhere... “ I nodded my head towards his dick. “ ... Ok?”