Chapter 3

Blake was nervous. Four days had passed since he and Justin had jacked off together, and the boy hadn't been over to visit. He didn't know how the youth would react to what they had done, but his absence was a bad sign. Was he scared... embarrassed? Worse, had he told his mother? This wasn't good. He considered walking over to visit them, but thought better of it. He decided to do some web surfing to take his mind off Justin, and had just turned the computer on when he heard a soft knock at the door.

Blake peered through the peephole and sighed with relief. It was Justin. "Hi! Come on in," he greeted the boy as he opened to door wide. He noticed the laptop tucked under the boy's arm. "Did you want to play with your computer, or do you... want to do something else?"

The boy looked down at his feet. "Well..."

"Would you like to see more movies on my computer?"

To Blake's joy, Justin looked up and nodded excitedly. "Good." He put his arm around the boy's shoulder and escorted him toward the den. "Let's see... what should we watch? What did you see last time again?"

"Um... there were a couple with... blowjobs, and..." his voice was nearly inaudible. "There was one with a man licking another man."

"Did you like that one? Which ones did you like best?"

Justin shrugged. "I dunno. They were ALL great!"

Blake laughed. "I like 'em all too." He pulled his computer chair away from the desk and sat down. "Let's see what I can find here." With a few mouse-clicks he opened the proper directory and scanned the file names. Justin stood next to the chair, eager to watch more movie clips.

Blake pondered awhile, finally deciding to elevate their game a bit. "Ah, here's a good one," he said finally. It's two young boys sucking each other. Long too, a couple of minutes I think." He opened the file and the clip flashed on the screen. A fifteen-year-old boy was kneeling in front of a younger boy of about Justin's age, sucking his stiff dick, while the older boy jacked off. The younger boy's eyes were glazed with lust, as he thrust his boy-cock into the sucking mouth.

"Oh that's a good one!" said Justin excitedly. "Run it again okay Blake?"

As the clip ran the second time, Blake focused on Justin's reaction. The boy's eyes were glued to the screen, and his breath was quickening with excitement. Blake could clearly see a bulge growing in the boy's shorts.

Blake called up another clip. This one showed two lesbians lying on a bed, and featured a close-up of a young blond licking an older woman's swollen pussy. The blonde's tongue darted against the woman's erect clitoris.

"Oooh," purred Blake. "I like watching lesbians. And that girl's an expert at licking pussy. See Justin? See how she's licking her clit?"

Justin nodded absently, but then cocked his eyebrow questioningly. "What's a clit Blake?"

Blake pointed to the monitor. "It's that thing that's sticking out at the top of her pussy lips. Women like to have it touched and licked... that's what makes them come." Justin nodded with understanding, and Blake noticed that the boy's hand was drifting to his groin.

The camera zoomed out to a perspective just behind the prone blond. Her thonged ass was pointed invitingly toward the camera as she sucked off the other woman. The narrow string of fabric only partially covered her puckered asshole.

"That's a sexy thong," observed Blake. The movie ended, and Blake double-clicked his mouse, bringing up a rather tame movie of a woman masturbating on a sofa. She reminded him of Meg - they were about the same age. The man and the boy watched in silence, each of them massaging the bulges in their groins. Blake's excitement was overwhelming. He knew this would lead to another jack-off session, but he wanted more. He hadn't figured out how to bring it to the next level - he desperately wanted to touch Justin's cock, or better yet, suck it. He licked his lips at the prospect.

He knew, though, that he had to be patient. One wrong move could scare the boy off, or worse, send him running to his mother. No, better ease into it.

After all, he had the rest of the summer to work on getting his mouth around Justin's cute little prick. He smiled to himself. And on Meg's juicy cunt. He squeezed his prick, relishing the thought.

Justin was watching with fascination as the woman in the clip frigged her pussy to a wet, juicy froth. Her head was thrown back deep into the cushions of the sofa as her hips writhed sensuously to the caresses of her own hand.

To Blake, the resemblance to Meg was striking. He cleared his throat. "So Justin... has your mother worn her thong again?"

The boy started at the sound of Blake's voice, his eyes jerking away from the image of the masturbating woman. At the same time, his gaze diverted to Blake's crotch, taking in the sight of the older man massaging the huge bulge. He shook his head slowly. "No, but..." He paused, and a look of indecision came over him.

"But what?"

The boy's big brown eyes flickered upward, caught Blake's gaze briefly, then looked away. "I don't know if I should say..."

Blake's ears perked up. What was the boy hiding? This sounded interesting.

He patted Justin on the arm soothingly. "You can tell me Justin... you can tell me *anything*. You trust me don't you?"

Justin nodded almost imperceptibly, gave a deep sigh, and a rush of words came from his mouth. "Well... we were out on the boat, and the motor died. And... and we had to pee, and she fell in... and she was all wet... and I saw her... her... like she was almost naked... and...".

Blake smiled. "Whoa... slow down." This sounded good, and his cock twitched inside his shorts. "Why don't you tell me from the beginning?"

Justin gulped, and then began to relate the story. About how he and his mother had peed in front of each other. How she had fallen into the lake. About her wet tee shirt, and the panties glued to her pussy. The boat ride home, with Meg's charms half-exposed to the ogle-eyed Justin. It was the most erotic thing Blake had ever heard, and Justin was obviously aroused by the memory. His hand rubbed against his erection at a faster and faster pace as he told the story, mesmerized by the memory of his mother's exhibitionism.

"Wow. You're very lucky Justin. Had you ever seen a girl pee before?"

Justin shook his head. "Uh, uh. It was weird. I kind of wanted to see it better, but I couldn't." His cheeks flushed red. "I mean... I guess I shouldn't have looked at her."

"Don't be embarrassed. Why shouldn't you have looked?"

"Well, because it's my Mom!"

"That's okay. It's still a girl. Lots of boys like to look at girls peeing. I do too."

"You do?"

"Sure. I'd give anything to see your mother pee." Blake licked his lips. "So you could see her pussy pretty well through the panties huh?"

"Yup... they were almost see-through. She kept telling me not to look, because she was embarrassed. But I kept peeking."

Blake laughed. "I would have too." Out of the corner of his eye, he noticed the video clip of the Meg look-a-like still running, and suddenly, an idea leapt into his brain with vivid clarity. Of course!

He pointed to the monitor screen. "You know, this woman kind of reminds me of your Mom."

Justin swiveled his head to watch, then nodded. "Yeah, kind of," he agreed.

"Except her... her pussy is hairier than Mom's."

"You know Justin... there's a way you can see your Mom doing what *she's* doing."

Justin's eyes grew as wide as saucers. "There is?"

"Yup... I can show you if you want."

"How?"

"Well, right after your Mom goes to bed tonight, call me on the telephone, then meet me outside your cabin."

"I'm not sure if I should be doing this," Justin whispered.

"Don't be shy. You said you liked looking at her on the lake right? And you're curious about seeing more." Blake could just make out Justin nodding in the moonlight.

"Well, then c'mon."

They crept slowly up to the side of the cottage, next to Meg's window. "Okay," Blake whispered. "Be very, very quiet. Look under the curtains." He watched as the boy complied, his face glowing in the light filtering softly out of the room within.

"Do you see anything?"

"She's reading I think." The boy shifted his head lower to get a better angle around the edge of the curtain.

"What's she wearing?"

"Um... a tee-shirt and her under... oh wow."

Blake heard a sharp intake of breath. "What?"

"She's rubbing her titty through the shirt." Justin's soft voice was quavering with excitement.

Blake edged next to Justin and peered over the boy's head through the narrow gap between the curtain and the window frame. Sure enough, Meg was in what was becoming to Blake a familiar position, lying on her back on the bed, her dark brown hair spilling across the pillow. She was holding her book in her left hand, and massaging her tit through the tee shirt with the other hand. Blake could see the distinct bumps formed by her erect nipples, poking against the tight fabric.

But that didn't last long. As they watched, Meg tugged on the shirt, sliding it up and over her tits, exposing them to his (and Justin's) leering stare. She began to pluck softly at one of the erect, brown nipples. Blake knew the routine well by now. He had no doubt that caressing her breasts would soon cause her to begin fingering herself. This time though, he was sharing the magnificent sight with her horny little son. Justin emitted a tiny squeak of excitement, as he gazed with rapt attention at his mother's lolling, heaving breasts.

Blake and Justin were standing side by side, squeezed next to each other as they peeked through the window. Blake could hear the boy's quickening breath as the excitement of watching his mother took hold of him. And despite the fact that Blake had seen this sight before, his cock began to twitch and stir beneath his shorts. He and Justin watched as Meg placed her book down on the bed next to her, and she began to slide and caress the fingers of both hands over her tits, and then gradually lower, teasing herself as she caressed and tickled the sensitive skin of her tummy.

Blake's cock pulsated in his groin - it was bent uncomfortably inside his shorts, and he reached down to adjust it, letting it poke out the bottom of his shorts. He began to stroke it idly. "Your mom is so fucking sexy," he whispered. "It's making me hard watching her."

In the dim light that filtered through the curtain, Blake could see Justin angle his head downward briefly, and he watched the older man's hand caress his prick. But his attention was soon diverted back to the window.

"Are you getting a hardon?" Blake asked coyly. Justin nodded in reply. "Then you should take your dick out like me and play with yourself. Make it feel good just like she's doing." Justin hesitantly began to pull the front of his shorts down and over his erection.

"Let me help you," said Blake hoarsely. Briefly releasing his own erect cock, he knelt in the soft grass next to Justin and carefully pulled the boy's shorts and underwear down, pulling them outward as he did so to release the boy's erection. Once it was clear of the waistband, Blake pulled the garments down the boy's smooth thighs, allowing them to stop just above the knees. He stared fixedly at Justin's 5-inch erection, faintly visible in the dim light. His own cock pulsated in his fist. "Go ahead," Blake urged. "Play with yourself."

Blake remained in his kneeling position as Justin began to slowly slide his little fist along his erect, hairless shaft. The boy turned to peer into the window again. Blake watched with glazed eyes as the boy pulled his thin shaft.

Justin inhaled sharply. "What is it?" asked Blake.

"She's pushing her underwear down," Justin replied in an excited whisper. I can see her hair." Excited at what he was seeing, the boy began to stroke his thin shaft at a much faster pace. Blake's face was only inches away from the little cock. His excitement grew and he began to jack himself off. He could easily have come, but he didn't want to - not yet. He focused on the boy's cock rather than his own - he could hear the soft whisking sound of the boy's hand sliding along his prick. He could discern the faintest smell of the boy's sweaty groin, and he desperately wanted to touch the little cock, to taste it. He looked up at the boy's face. His mouth was gaped open slightly, his eyes as wide as saucers. "Is she playing with herself?" The boy was too dumbstruck too answer, but he nodded vigorously.

Blake was wracked with indecision. He couldn't stand it anymore. The urge to touch the boy was so strong, but he didn't want to scare him away. He hesitantly reached his hand out and placed it softly on Justin's smooth, hairless thigh. The boy gasped, and jerked his leg slightly away from the older man's touch.

"Shh," he whispered soothingly. "It's okay. Let yourself feel good." He let his strong hand rest on the front of Justin's thigh, just below the smooth tight balls. "What is she doing now?"

Justin's meek voice was shaking with lust and excitement. "She... she's rubbing her... her pussy."

"Mmm... I'll bet she's making herself feel good... just like we're doing."

Blake turned his body until he was kneeling directly in front of Justin. The boy was uncertain, nervous... he stopped jacking off, but his thin shaft remained erect, poking skyward, only inches in front of Blake's face. Blake cautiously, patiently, slid both strong hands up the boy's slim thighs. "Just relax Justin," he said soothingly. "Keep watching your mom, and let me make you feel good, okay?" His fingertips were now brushing the boy's smooth, hairless balls. Justin jerked his hips at the sensation.

"What's your mum doing?"

Justin's voice was breathless and shaking. "She's... turned on her stomach. And... and she's got her hands under her... I can't see... her bum's bouncing up and down."

'Hmmm, this is a new twist.' Blake thought. 'Sounds like Meg's found herself a new position.' His fingertips were now brushing at the base of Justin's erect shaft. He could barely feel the few soft, wispy pubic hairs there. The boy stood rigid, reveling in the sensation.

"Do you like looking at her bum?" Blake danced the fingers of his right hand along the side of Justin's slim, hard cock. The boy's hips twitched at the man's touch. Blake encircled the prick with thumb and index finger, and slowly rubbed them along the hard shaft.

"Ohh," Justin whimpered.

Encouraged by the boy's response, he leaned his head forward, and touched the tip of his tongue to Justin's salty cockhead. Justin inhaled sharply, and his prick jerked violently at the touch. Blake licked the boy's pisshole gently, while he continued to jack him off with his encircling fingers. He placed his other hand on Justin's smooth asscheeks, and gently, but firmly pulled the boy toward him.

Blake would forever remember that first taste of Justin's sweet little virgin cock. So young and smooth... and sensitive. It twitched inside Blake's sucking mouth, the cockhead rubbing against the back of Blake's throat. The boy was moaning, reveling in the sensation of his first ever blowjob, and he bucked his hips slowly to and fro, fucking the older man's tight lips.

Blake began to jack himself off, and wedged the fingers of his other hand in the crack of Justin's ass, caressing and massaging him there. The boy's tight asscheeks flexed, trapping the fingers in the sensitive crevice. Blake's index finger probed the tight little asshole, and he contemplated inserting it in the boy's virgin butt. But suddenly, Justin moaned, and his ass bucked furiously as he fucked Blake's mouth. Blake felt the boy's cock pulsating against his tongue, and then, with a soft gasp, Justin came.

The boy's sweet cum shot in hot, molten jets into Blake's throat. The man nearly gagged, but he hung on, sucking furiously at Justin's engorged cock. It spurted again and again inside his mouth, and he swallowed the sperm hungrily, pulling the boy as deeply inside as he could. He furiously jacked himself off, until he too, was coming. A massive tremble shook his body, and his thick sperm shot out in spurt after spurt on the ground at Justin's feet.

Blake squinted through the eyepiece of his Nikon, which was perched on a tripod on the railing of his cabin. He scanned the beach in front of Meg's cottage, twisting the lens until the beach was in sharp focus. He saw Justin through the powerful zoom lens first, clad only in his tight little red swim trunks and building an impressively large sand castle at the water's edge. He nudged the camera with his fingertip, up the beach, and was immediately rewarded with the sight of Meg sprawled face down on her beach towel, basking in the already hot rays of the late morning sunshine. He was momentarily disappointed to see that she was lying in profile to him - he had been hoping for a shot of her gorgeous, rounded ass. Ah well, he could be patient.

He took a sip from his cold beer, thankful for the shade of the overhanging porch roof. Not for the first time, he mourned the fact that he would no longer be able to ogle her spectacular tits as she lay topless. No, not with Justin around. But you couldn't have everything. Watching her masturbate through her bedroom window, jacking off together with Justin, and especially sucking the boy's tasty little cock, had more than made up for it. He licked his lips as he relished the memory. This was already a summer to remember.

He thought back to Justin's description of his and Meg's boat trip out on the lake, and he felt his cock twitch with arousal. The thought of that babe and her son watching each other piss was so fucking erotic! And Justin was obviously aroused by what he had seen. And the thong! He was amazed at her boldness - she apparently had no qualms about parading around in front of Justin half-nude. He allowed himself to briefly fantasize about wicked mom and horny son falling into a perverted sexual relationship, then chuckled at his own folly. That shit only happens in porno stories, he told himself.

He squinted through the eyepiece again, and his eyebrows arched with interest. Meg had adjusted her towel to follow the sun's movement across the sky, and was now lying diagonally to him, still on her stomach, and facing slightly away from him. He gazed upon the sculptured beauty of the rounded globes of her ass. Shit, that bathing suit was skimpy! In fact, from this angle, it appeared that she was completely naked. The gentle flare of her hips hid the waistband of the suit, and the narrow string of the thong was completely buried between her ass cheeks. He simply *had* to go over there and sunbathe with her again. He zoomed in as far as the lens would allow, until her prone body completely filled the viewfinder. He snapped off a half-dozen photographs at varying shutter speeds and lens apertures. He wanted to be sure at least one of the photos was a keeper.

Man, she was hot! His unblinking eyes traveled up and down her body, beginning with her slim ankles, up her rounded calves, up the tanned shapely thighs, pausing at her round ass. He noted that her cheeks were much paler than the rest of her body, compliments of the new, more revealing suit. He knew a good ass when he saw one, and this one was damn good. A bit wider and fuller than most men liked, but he liked larger butts.

Her whole body was covered with a shiny layer of perspiration and suntan oil, and Blake licked his lips with his wet tongue. How could Justin resist this? He eased the camera back to where the boy had been crouching in the sand, and chuckled. Well, it turned out that Justin *couldn't* resist. He was half-heartedly building his sand castle, true, but Blake could clearly see that Justin's eyes were trained elsewhere, watching his mother sunbathe.

Blake imagined Justin's erection growing, as he gazed with lust at his sexy mom. But he couldn't tell with certainty if Justin really did have a hardon. He was facing away from him, and besides, that amount of detail was probably beyond the capability of the zoom lens.

Blake swiveled the camera on its tripod mount back at Meg. He continued his lusty gaze, starting this time at her ass, then roaming up her tanned, muscular back... wait a minute! He rubbed his eyes and tweaked the focus. "Holy shit," he muttered out loud. "Is she topless?" There definitely wasn't a bra strap interrupting the sleek lines of her back. He squinted into the viewfinder. Yes, she had loosened her straps - he could just barely make them out lying on the towel next to her, and he could see the creamy, smooth sides of her unadorned tits as they pressed into her beach blanket. Blake shook his head in amazement. He couldn't believe she was doing this in front of her horny son. She apparently was clueless about the hormones that rage through the bodies of thirteen-year old boys!

His view was briefly obscured, and then the tanned thin form of Justin filled the viewfinder. He had obviously tired of his sand castle construction, and Blake watched as he sat next to his mother, his gangly legs stretched out in front of him. Now *this* was getting interesting.

Meg put her book aside and stretched her lithe body facedown along the towel, soaking up the warm rays. She wished she could lie topless, but Justin's presence obviously made that impossible. Maybe, though, she could at least loosen the bra straps? She *hated* tan lines.

She glanced over her shoulder at Justin building his sand castle at the water's edge. She noted gratefully that he didn't seem to be paying too much attention to her nearly nude butt... maybe she had been silly to be worried about it. She untied the bra straps, let them fall to her side, and buried her face in the luxurious softness of the beach towel.

She was so relaxed, drifting lazily away in the warm sunshine, and more than a little horny. She fantasized about what she had read in the last chapter of her novel. She imagined herself as the heroine of the story, being taken by the Latin stud. Unconsciously, she pushed her hips into the towel beneath her, stimulating herself.

Through her semi-sleep state, she gradually became aware of a ticklish sensation on her calf. Thinking a fly had landed on her, she flicked her leg absent-mindedly in her dream-like state. But she felt it again, this time higher up her leg, behind her knee. This time, she lifted her head and looked behind her, squinting into the dazzling sunlight. It was Justin. He was kneeling next to her, grasping a large blade of grass in his little fingers, and sliding it along her bare leg.

"Watcha doin' you little stinker?"

Justin began to giggle. "Oh nothin'," he said innocently. "Ticklish?"

"You *know* I am... you used to tickle me all the time."

"I remember." Justin tossed aside the blade of grass and fluttered his fingers along her hip, up toward her waist.

Meg jerked away spasmodically and giggled. "Now you stop that!" she reproached him playfully. She was vaguely aware of the fact that she was wearing a skimpy thong, and of how close his hands were to her naked butt cheeks.

"NO!" laughed Justin, at the same time playful and defiant. And he more insistently fluttered his fingers along the small of her waist. Meg yelped and scooted her hips sideways, giggling and laughing. Almost too late, she remembered she had loosed her bra straps. She clutched the bathing suit top to her loosely hanging breasts.

Justin was half-laying on top of her now, pinning her down on her towel. His insistent fingers were fluttering along her sides, and in her armpits, as she laughed hysterically. "No... NO..." she plead with Justin to stop, but she was out of breath with laughter, and she writhed her body to and fro, trying to escape the tickling fingers.

Justin hooted with laughter, and his mother squirmed as he tickled her mercilessly, laughing and gasping for breath. Justin climbed on top of her, pinning her down. He weighed much less than she did, and Meg could have flipped him off if she had really wanted, but she was enjoying the fun and bonding with her adolescent son.

But through her and Justin's giggles, she was becoming keenly aware of a new sensation. Justin was stretched out on top of her, pressing almost the full weight of his nearly nude body into her sticky, perspiring skin. His crotch was pressed against her naked buttocks, and she could feel the satiny fabric of his swim trunks, still wet from the lake, against her bare skin.

This didn't seem right. "Stop... Stop it Justin!"

But her son was insistent as he pushed down against her. He was fully sprawled along her back, and his legs were pinning hers to the beach towel. Meg could only buck half-heartedly. She was out of breath, and suddenly didn't seem to have the strength to push him off of her. He was still tickling her lightly along her sides, but it was almost more of a caress... his hands moved up to the sides of her breasts, touching her...

She bucked her hips off of the towel, trying to push him away, but he pressed back against her. She could feel something... something not right... pushing against her buttocks. It was a firmness, a hard... Oh God...

A tingle coursed through her groin as Justin humped rapidly against her. But this wasn't right! "STOP IT JUSTIN!" she yelled, and with supreme force of will, she bucked her rear end into the air, and Justin fell away to her side. Mother and son's eyes met briefly, and then he clambered to his feet and ran toward the cabin.

Blake snapped the last photo on the roll of film, dumbfounded by what he had watched and photographed. He sat back and exhaled loudly, and realized that he had been holding his breath for probably two minutes. His heart was pounding violently in his chest. He had just watched little innocent Justin humping his mother, poking his little prick against her round full ass.

He wouldn't have believed it if he hadn't seen it with his own eyes. It looked as if it had started innocently enough - a little light-hearted fun between mother and child - tickling and giggling. But with Justin it had started to turn into something much more. What, Blake wondered, did Meg think of what had happened? She had let the game go on a long time - had she been aroused by it?

Blake peered through the viewfinder. Meg was hastily tying her swimsuit top behind her. Justin was nowhere to be seen. He couldn't really tell what had happened or, obviously, what was said between them. All he knew for sure was that Justin had made a hasty retreat. Had Meg scolded him, admonished him? He looked carefully at her. She was still on her stomach, but she seemed generally composed and in control of herself. After a few minutes, she sat up, her arms wrapped around her knees, and gazed absently out across the water. Although she almost appeared to be looking directly at him, he knew that was an illusion of the zoom lens.

Blake began to settle down after the erotic scene he had just witnessed. His pulse had lessened and his breathing had eased. His cock, though, was still stiffly erect beneath his shorts. He continued to gaze at Meg, but the distance between them was increasingly frustrating him. He wanted to see her up close, see her behavior, talk to her. What he really wanted to do was fuck her senseless but he figured that was out of the question.

Meg quickly refastened her swimsuit top, tying it behind her. She laid on her stomach, propped up on her elbows, stunned at what had just happened. She was breathing heavily, whether from shock or excitement or what, she didn't know. Beads of sweat rolled down her forehead and stung her eyes.

What had just happened? She had been dreamily lying in the sun, and then Justin was playing a tickling game with her. But before she knew it he was on top of her, pressing his... Was it just a natural extension of the game, or something more? She didn't dare want to think that Justin was sexually aroused by her, and was acting out his fantasy. But she couldn't deny that he was sexually aroused. There was no mistaking the feel of his erection through his shorts, poking against her rear end, her crotch.

And where did he learn that from anyway? His adulthood was approaching at great speed, and she seemed so unprepared for it. Her mind wandered over her own physical response to what Justin had done. She had felt his fingers tickling her waist, the side of her breasts. There was a fine line between tickling and sexual touching, and she had a growing feeling of dread that Justin had crossed the line, that she had let him do it. And when he had climbed on top of her and pushed himself against her, had she pushed back? She desperately wanted to believe that she hadn't, but she knew in the dark recesses of her mind that wasn't true. She had flexed her buttocks and pushed back against him.

Even now, she was semi-conscious of a tingling feeling in her groin. She knew from long experience that her vagina was probably slick with the juices of arousal. "Oh God," she sighed, and she hung her head. What had she done? But even as she mourned her lost control, and Justin's lost innocence, and told herself that nothing like that would ever happen again, she flexed her thigh muscles together and pushed her twitchy groin into the beach towel beneath her.