I was laying in my bed in our rented condo on Captiva Island some twenty miles west of Naples, Florida. My parents were in the master bedroom and I could hear their bed squeaking as they made love late into the evening. We had been out to dinner and even though they didn't think I would notice them, they had been playing sexual seduction games all evening. My mother, who was just a little tipsy from the dinner wine, was teasing my father and I knew from experience that they would end up fucking when we returned to the condo. Once we got back I excused myself to go read the latest Michael Connelly novel, 'The Lincoln Lawyer' while they headed for the master bedroom.

My name is William McNally but everyone just calls me Billy. I turned fifteen last month and wasn't looking forward to our annual vacation. Every summer, for the past five years, my folks took a vacation for an entire month. We never went to the same place twice and this year's trip turned out to land us in Florida. Now don't get me wrong, I like a vacation as much as the next kid but at my age traveling with my parents wasn't the ideal summer vacation that I had envisioned. After a while I put down my book, turned out the light and reached inside my Jockey shorts and began stroking my cock.

At fifteen I knew about sex but had never experienced it. Oh sure, I made out with some of the girls at school and even got my hand under Evelyn Simpson's sweater and felt her boob, but as for real sex I was still a virgin and being here in 'Senior Citizen' country I knew that my sexual life wasn't about to change for the better. The one image that had stayed with me since I was 11 was a picture of my mother that I had discovered some four years ago when I was snooping through her bedroom. On the top shelf of her closet, inside a shoe box, was a pile of pictures of mom, dad and other family members and friends, but there was one special picture that caught my attention. It was a picture of mom when she was probably no more than 20, lying on the bed in nothing but a pair of pale yellow panties. She was on her side, breasts barely showing above her crooked arm, smiling at the cameraman, my father. I could just see one nipple but the sight of my mother in her panties with a nipple exposed was enough to fuel my sexual fantasies for the past four years. I often jacked off with a pair of her panties tightly wrapped around my cock and, eyes closed, thinking of her lying there on that bed.

I awoke the next morning with sunshine streaming through the window and into my eyes. I blinked a couple of times then rubbed my eyes with my knuckles. Slowly I got out of bed and, wearing only my Jockey shorts, walked out to the kitchen to see if mom had fixed breakfast. When I got there I noticed a plate of toast on the countertop and a note from mom.

"Dear Billy:

Your father and I have gone out for the day. You can go swimming at the pool or down to the beach but please be careful. We'll see you for dinner tonight.

Love, Mother"

I downed some toast then went back into my bedroom and changed into my swimsuit, grabbed a towel and walked out of the condo and down to the beach. I must have walked a half a mile looking for some girls but I didn't see any women under the age of fifty and eventually I just stopped, spread out the towel and lay there looking at the surf of the Gulf of Mexico.

It must have been an hour or so later that the woman and, what I presumed was her daughter, walked up and lay their towels near me. She looked to be in her mid-thirties and the girl was about ten. They had placed their towel closer to the water than mine so I had a perfect view of both of them with actually staring. At ten I certainly wasn't interest in the daughter but the mother was something else. She wore a two piece green bikini that stood out even more against her blond hair and pale skin. She had large breasts, long legs and a great ass. As her daughter played in the surf line she lay down on her back, arms under her head, watching her daughter. I, for my enjoyment, was watching the rise and fall of her breasts. God, I thought, I would give anything to suck on those nipples.

Some time passed before the her daughter came back to their towels and when she sat down the mother grabbed a bottle and began rubbing sun screen all over her daughter and then herself. What caught my attention was when she untied her neck strap and began rubbing sun screen on her breasts. Oh I couldn't actually see he breasts because her back was to me but I was positive that she had her top pulled down and was massaging her breasts. When she was finished she held the neck strap with her left hand, turned around, and lay face down on the towel, staring off in my direction. She reached around behind her and unfastened the other strap and let the bikini fall to her sides.

I stared at her trying to will her to lift up so I could catch a glimpse of her breasts but she didn't move an inch. I actually thought about grabbing her daughters sand bucket, filling it with water, then dousing the mother so she would jump up, but that obviously wasn't a viable option, at least not if I wanted to maintain my health. I finally decided to go back to the condo so I got up, picked up my towel and was folding it when I saw the mother looking at me. As I turned to leave she raised up on her elbows, adjusted her sun glasses and just for a moment in time I had a perfect view of her two pale white globes with their hard red nipples poking straight out, then she smiled at me and lay back down.

When I got back to the condo I was so turned on that I just had to jack off. I went into my parents' bedroom and rummaged around in the dirty laundry until I found what I was looking for — a dirty pair of mom's panties. I walked into my bedroom, stripped off my swimsuit, and lay back on the bed. I lifted the panties to my nose and inhaled the aroma of my mother's womanhood while I slowly massaged my cock. The image of my mother, lying on the bed in her panties invaded my mind and with that picture firmly implanted on my brain I jacked off.

I wasn't aware that anyone was home until I heard a little gasp coming from the door. I looked up and saw mom standing there in the doorway watching me and staring at my cock. I pushed her panties under the covers hoping that she hadn't noticed what I was holding and then rolled over on my side trying to hide my nakedness.

"Oh God mom, I'm sorry."

She just stared, then turned, closed my door and went into her room. I could hear the water running in the shower and I was so embarrassed that I wasn't sure what to do so I just lay there contemplating the wrath of my mom and dad.

It was about an hour later that I heard a gentle tapping on my door.

"Billy? Billy honey, come on out I've got dinner almost ready."

"OK mom, I'll be there in a sec."

I put on a pair of cut off's and a t-shirt and walked out into the kitchen. Mom was standing with her back to me cooking something on the stove. Dad was nowhere in sight. "Mom? Where's dad?

"He got a call from the office and need to go back home for a few days, I don't expect him back until Friday." She picked up her glass of wine and topped it off and I noticed that the bottle was almost empty. That was strange because my mother normally didn't drink very much, mostly wine and that was almost always while we were out at dinner. It seemed to me that every time she had an excessive amount of wine she and dad would make love for hours.

"Look mom, about this afternoon, I'm really sor..."

"It's OK honey. You're 15 now and boys at that age have very high levels of hormones, and... well... need to take care of themselves. You should close your door though, you know for privacy."

"Uh, yea, I'm sorry." She took another sip of her wine and looked at me.

"There is something though, was that a pair of my panties you had in your hand?"

My head dropped down to my chest and I knew I was red as a beet. "Ah, yes." She walked up to me, reached out and lifted my head up so that I was looking directly into her eyes.

"Why were you... masturbating with a pair of my panties in your hand?"

"I... well... I" I was stammering and stuttering trying to think of an excuse, any reasonable excuse but nothing came to mind. "Mom, I'm sorry but ever since I saw 'that' picture of you I just..."

"Picture? What picture?"

"The one that dad took of you... uh, you know..."

"WHAT GOD DAMN PICTURE BILLY?"

Tears welled up in my eyes as I looked at her face. She was mad, madder than I had ever seen her in my short life. "The... the one of you lying on the bed in just your panties."

"Oh my God! I had completely forgotten about that picture. Where did you find it Billy? Tell me, where?"

"In... in the back of your closet, with the other family pictures in the shoe box."

"Oh sweet Jesus. Jesus, Jesus, Jesus. Oh God Billy. Ohhhh shit"

"What is a matter mom, I mean it's just a picture of you that dad took and it's really sexy and everything, I don't see what is the..."

"Your father never took that picture honey, he doesn't know it exists and I had forgotten about it too."

"Dad didn't take it? Then who... ?" Mom looked up at me for a second and took another sip of her wine.

"Look honey; let's go into the living room and talk."

She poured the remainder of the bottle of wine into her glass and walked out to the living room and plopped down onto the couch. She patted the couch next to her, inviting me to sit down. I sat there wondering what was going on here. There were tears pouring out of the corners of her eyes and I didn't know what to do to comfort her so I just put my arm around her back and whispered, "It will be OK mom, don't worry."

"Oh honey you have no idea!"

I wiped the tears away from her eyes and leaned in a kissed her on the cheek. "It's going to be OK mom. Why is that picture making you so upset?"

"David took the picture honey, that's why."

I was shocked. "Grandpa David, your dad? He took the picture? Why was he..." She turned to face me.

"Look honey, when I was your age... he... we... well my mom let him... I mean I was so horny and mom knew it and she let him... well she didn't want me to learn about sex in a back seat of a car so she..."

Stunned wouldn't even begin to describe what I was thinking. My mother and grandfather having sex! And my grandmother approving of it, even instigating it! This was just too much information. My hand dropped off of my mother's shoulder and onto my lap and I just sat there with my mouth hanging open. Mom put her arm around my shoulder and pulled me close to her.

"You see honey no one but grandpa and you have ever seen that picture of me. No one knows what happened to me when I was a young girl and when I saw you with my panties I just naturally thought that you were... well the gene pool of my family is a little suspect, that's all."

Her hand was rubbing my back and her left breast was pushed into my side and the picture of my mother having sex with grandpa was in my mind. I turned to face her, pulled her face to mine and kissed her. When I did she pulled me to her bosom and hugged and rocked me for a while then pushed me back on the couch.

"So you like my panties Billy?"

I wasn't sure how to respond so I just nodded, then said, "Yea, I do mom."

"What do you like about them baby? What attracts you?"

"Uh, the smell. I love the way you smell mom." She kissed me on the forehead then sat back.

"Would you like to see the real thing? I mean if you like them so much maybe you would like to see them and where the aroma comes from."

To say that I was stunned would be an understatement as vast as the great as the plains of the United States. Here was my mother offering me the opportunity to not only see her panties but to see her pussy and smell it and she wanted to know if I wanted to or not. "Oh God momma I would love to." She stood up, reached around behind her and unzipped her skirt and let it fall to the floor. She was wearing a pair of pink, high cut, panties with a small, imprinted, flora design on the front. Even though the panties were pale I could see a damp spot right in front where her labia should be.

"See what you have done to me Billy? I am so excited that you are interested in your mother that you have made me wet. Touch me son, reach out and feel how wet I am."

I touched the front of her panties and was surprised how wet they were. I was almost like she had dribbled pee onto her panties. I pulled my finger back and put it up to my nose and sniffed it — it was her. The aroma that I had been sniffing for years was now on my finger. "Mom, you smell so good."

"Thank you baby." She reached down to her hips and grabbed the waistband of her panties and pushed them down and over her hips and let them slide to the floor. She bent over and took them off her feet and stood up and looked at me. I was staring at my first ever pussy. Mom's hair was a bit matted from the dampness but her brown pubic hair glimmered in the light and I involuntarily reached out and touched her with my finger right on the lips. There was a hiss from mom taking a deep breath and when I looked up at her face I saw pleasure registering like I had never seen it before.

"Put your finger between my lips baby. Run it up and down and look for the little bump at the top, that's my clit."

I slid my finger into her as she asked and the skin was so soft and silky and her lips were puffy and in just a second I found her clit and rubbed it in small circles.

"Oh my God. Oh honey you're gonna make mommy cum like that. Oh honey, rub that and put a finger in me — please!"

I took my other hand and inserted my index finger into her hole and began to slide it in and out while my other finger continued to rub her clit. I wasn't exactly sure what I was doing but I was so excited that my cock had made a tent in the front of my shorts and I too was leaking.