© 5/2003

This happened to me a few years ago when I went to the beach with my girl friend Annie and her mom. We were both in the 10th grade and 15 years old. Annie wasn't my very best friend, but we hung out a lot at the mall and stuff. She's cute but not beautiful. Fit but very petite. 5' 95 pounds with long straight brunette hair. Small but effective curves, kind of like a hot 7th grader, Annie never dressed too revealing but always what I would call a high dresser. Always looks sharp and her clothes fit her perfectly. She always smiles and has a cute button nose that seems to naturally pout. She reminds me of Jennifer Love Hewitt but much more petite. Annie's mom is 31, same age as my mom and she also had Annie when she was 16. She has much shorter light brown hair and really looks like she's in her 20's. She never married.

On this day it was a very hot summer day in Cleveland and we decided to go to Headlands Beach, which was about ten minutes from my house. Annie said to come over at 9am to catch a ride with them. I got there about 15 minutes early. I rang the doorbell but no answer. I rang again and I heard running footsteps to the door. Annie met me at the door wearing a towel. As I nonchalantly looked over her shoulder and I could see her mom in the back room. The door was just partially ajar, but I could see her as she snapped her bathing suit top on. I could see the patch of hair between her legs as she turned so it was apparent she was nude. Annie invited me in and asked me if I wanted a drink. As I continued into the living room her mom was pulling up her bikini when she gazed out the door and looked very startled when she saw me looking her way. Annie brought me a Coke and said she'd be right out after she got dressed.

Annie went into her mom's room, which I thought at the time was strange, but I really didn't pay much attention to it. Her mom came right out while Annie was putting on some clothes and asked if I was ready to go. I was wearing my suit under my regular t-shirt and jeans. I noticed she looked a little flushed and rushed. I had only been to Annie's house twice before and both time her mom was at work. Her mom asked me if I had seen the house and I let her know I had only been in the living room before. Annie's mom said "Come this way, let me show you around", and as I walked towards her she held out her hand and took mine in the lead. Down the small hall she said that this was the bathroom she had just remodeled, and then led me to Annie's room. She opened the door and her room looked perfect. Almost unused. My room is always such a mess, and I consider myself neat. It looked like a teenager's room that had gone off to college.

Annie's mom walked over to the closet and opened it up showing me Annie's dance costume. I noticed some strange lace garments hanging off to the side. One red, one white that was see through and a bunch of candles up on the shelf above the clothes. Annie's mom pulled out the white negligee and held it up in front of me, looking through the material at me. Then she held it along her slender body peering at me and saying how delicious she thought I would look wearing this. I gave her a shy look and turned away. Annie came in and looked at her mom holding her night wear and looked at me turning red.

"Wouldn't Wendy look beautiful in this Annie?"

"Yeah, right mom... let's go! " Annie said trying to change the subject from her obviously captivated mother as she stared at me walking away. Her mom loaded up a cooler with soft drinks snacks and wine.

As they got into the car, Annie jumped into the back and I slid in the passenger seat next to her mom. Her mom put her hand on the back of my seat as she turned to back the car out of the driveway. As she turned back and went to put the car into drive her fingers gently grazed across my thigh. It might have been accidental, but I felt a tingling sensation as the closeness and her touch began to creep up on me. I looked at her as she smiled and I looked back at Annie and she smiled back at me.

We arrived at the beach just a few minutes later and we headed for the beach. We set up a large blanket and set out stuff for the day. I crossed my arms taking my t-shirt off as I noticed Annie's mom looking up at me from the sand still dressed. I smiled politely as I unbuttoned my jeans. She and Annie both were staring at my hand as began to pull my zipper down and slide my jeans over the side of my hips. Annie then took her sundress over her head and was wearing a yellow string bikini suit. She patted her butt as she rearranged her bikini giving me a glimpse of her neatly trimmed pussy hair. Annie wanted to go into the water right away but her mom stopped us warning that we needed tanning lotion before going out in the water.

Annie's mom stood up and slowly stripped her top off. As she did it part of her top slid up enough allowing her breast to fall underneath. Annie came right over to her laughing and told her she was falling out. I intently watched as Annie took her mother's breast from underneath and gently cupped her breast gently squeezing as she pulled her mom's top back down. My mouth dropped open as I watched this incestuous behavior continue as Annie then lowered her hands and wrapped them around her mother's waist unhooking her pants and unzipping them. She then took the pants in her hand and began working them off her hips pulling her suit down with them. Fortunately it was early enough that no one was close enough to us to see what was going on... or so I thought! Annie's mom was bent over facing away from me exposing her succulent round ass. Her pussy was swollen and seemed to be spreading her ass apart so I could clearly see her pussy lips as she bent over. She stepped out of her pants and Annie squeezed her from behind grasping each cheek and centering on her mom's beautiful pussy. I could not believe my eyes as she slowly pulled her bikini back over that beautiful ass.