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Archive name: Gungadick_-_Oedipus_Shmedipus.txt (FF/b, bb, bg, inc, ped)
Authors name: Gunga Dick (yataala@aol.com)
Story title : Oedipus Shmedipus 

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Oedipus Shmedipus (FF/b, bb, bg, inc, ped)
by Gunga Dick (yataala@aol.com)

***

Young Bobby develops an interest in sex and everyone 
around him strives to fulfill his youthful fantasies.

***

I was nine going on ten when I first realized what my 
dick was for. I mean, I knew about peeing and all that, 
but the other use is what I'm talking about. Oh, I had 
played the childish games of same sex exploration. I 
lived in a woodsy area and my friends and I used to go 
into the woods and builds forts and tree houses. 

We'd play cowboys and Indians and the Indians would wear 
make shift loincloths. We'd sit around and show each 
other our dicks and giggle if someone got hard. Somebody 
would inevitably reach over and slap the small hard-on 
and we'd all laugh. 

A couple of times we even talked someone's sister into 
showing us her hairless little slit, but it meant nothing 
to us except for the oddity of not seeing a penis there. 

As we grew older - speaking relatively of course - the 
experimentation started to change. We would all be 
sporting little hard-ons as we sat around and whispered 
about things erotic. The playful slaps had turned into 
playful grabs and sometimes the hand would linger for a 
squeeze. By the age of ten, I had realized that this 
actually felt pretty good. 

It seemed like I had a hard-on every waking moment. I 
remember how I enjoyed pushing my throbbing little cock 
against things. It didn't have to be anything special. As 
long as it provided resistance to my pushing I was happy. 
A table edge; a doorframe; a bicycle seat; these all 
became things with dual purposes. I would lie on my 
stomach at night and grind my little tool into the 
mattress. Ah, what a life!

As my eleventh year rushed upon me, two things happened. 
First; my best friend Billy and I discovered 
masturbation, and second; I discovered my mother. Not 
like I was Columbus and I was about to plant a flag up 
her ass and claim her for king and country. I mean I 
realized that she was a woman. And, one hell of a woman 
at that. 

My father had been a college professor. He taught college 
physics and advanced mathematics. My mother had been one 
of his students. They had ignored the rules and were 
having an affair when my father was talked into joining a 
friend in developing one of the companies that were 
seminal in the creation of California's Silicon Valley. 
My dad quit the University and my mother went with him. 
They got married. He was forty-five and she was eighteen. 
What can I say; they were in love. The marriage seems to 
have been a happy one and it's lasted all these years. 

My father always said that my mother was the most 
beautiful woman he'd ever seen, and as puberty started 
rearing its ugly head, I was prone to agree. I always 
thought my mother was pretty. Hell, she was my mother. 
Don't we all think that at one time or another in our 
youth. But, I suddenly realized that she was hot. And, I 
mean hot! 

All my friends used to tell me how hot she was and I 
would just laugh along, but as I became older, I started 
getting angry when they talked about her that way. I also 
began to notice how grown men would react to her. The 
grocery clerks and bag boys, the dry cleaner, the milk 
man, the mail man, even my father's friends; they all 
wanted her. I could tell by the way their eyes ate her 
up. Their eyes would caress her as she walked away and 
many a time as I glanced back and glared at them, the men 
would blush and turn away. 

My father loved to have parties. Dinner parties, pool 
parties, barbecues; you name it and he was planning it. 
During these parties, my mother would play hostess and 
she would walk among their guests like a goddess. 

I remember wondering why women would stare at her with 
such hatred in their eyes, and many a time I'd seen some 
man being chastised in harsh whispers by a wife who had 
caught him staring. Their eyes never left her. I could 
see them watching her out of the corner of their eyes, 
and if they thought no one was watching them, they would 
openly ogle her with eyes burning with desire. 

I knew that my father knew this, because he was never far 
from her side. I realize now that there may have been 
some jealousy involved, but it seemed to me at the time 
that he was her protector. Whenever some drunken male 
friend became a little too friendly, my father would be 
there to escort him to the coffee urn. 

I remember one pool party when a fight broke out and I 
remember seeing my father dragging some guy out of the 
pool. The guy sported a bloody nose and he was quickly 
whisked away by a red-faced wife. It was the last time I 
ever saw them. I remember the party being rather subdued 
after that and soon most of the guests were gone. I 
remember also that my mother was angry with my father and 
she kept repeating how she could take care of herself.

Anyway, on to the first discovery. 

I was staying over at Billy's house one night. I know, 
that's how most of these stories go, but that's how it 
happened. We had gone to bed and we were looking at a 
purloined Playboy with a flashlight. Billy usually shared 
a room with his older brother, but Brian was away at a 
friend's on this occasion. 

Every little creak would cause us to jump around and make 
believe we were sleeping. We looked at the naked women 
and talked about how they were so much different than the 
little girls we knew. We wondered why we never saw girls 
that looked like that. Billy knew how I felt about guys 
talking about my mother so he never mentioned that he 
thought my mother could be one of those girls.

We had finally grown tired of peering at the pictures in 
the half darkness and had lain back and were talking and 
feeling our little boners. Billy asked me if I knew how 
to jerk off. I told him I didn't know what the hell he 
was talking about. He asked if I ever made my cock feel 
good and I told him about rutting in my bed and the other 
objects I would rub up against. 

Billy thought that was funny and he was caught up in a 
fit of giggles so I pinched his nipple and he stopped 
suddenly. We talked some more and he explained to me what 
he meant by jerking off. I was dumfounded. I couldn't 
imagine how pulling up and down on your dick was supposed 
to make it feel good. Billy told me his older brother 
Brian had shown him what to do and that he would show me. 

I thought that jerking off was the best thing invented 
since Disney Land. We would spend hours every week just 
stroking away. There was no way to describe the feeling 
of that small spurt of cum rushing out of my dick. I'm 
surprised that I didn't have calluses on my hand. 

I would get up in the morning and pee and masturbate. At 
school, we would go into the boys' room and sit in a 
stall and masturbate. On the way home, we'd stop in the 
woods and masturbate. After dinner, we'd go to one of the 
many secret spots we had chosen and we would masturbate. 
At night, after going to bed, I would masturbate. I often 
worried if I was doing damage to myself. We would hear 
all the usual stories about guys with glasses and about 
small shriveled up penises, but we just kept on stroking 
and stroking. 

Then, one night as I stayed over at Billy's again, he 
asked if I wanted to learn something new and even more 
wonderful. I couldn't imagine anything better, but told 
him yes. Billy reached over and started stroking my cock. 
Within moments, I realized that I had come that much 
closer to nirvana. It only took a few moments before my 
small load of milky cum splattered upon my chest and 
dribbled onto Billy's hand. 

I was exhausted. I felt like my muscles wouldn't respond 
to my commands. I lie there and breathed through my mouth 
and listened to Billy asking me how it was and him 
telling me that his brother Brian had shown him this also 
and wasn't it so much better than just doing ourselves. I 
wanted to tell Billy to shut up, but I didn't have the 
energy. The next thing I remember was waking up and 
finding a surly Billy lying next to me. He was angry 
because I hadn't returned the favor. So I obliged him and 
then he did me again. 

My eleventh year was a year of change for me. I mean 
physically. I had one of those growth spurts. My feet got 
bigger, none of my clothes fit correctly, and my dick 
sprouted a couple of inches. On my twelfth birthday, I 
was the proud owner of a five-inch woody. 

Billy was left behind in the dick department. It looked 
about half the size of mine when we fooled around. He 
couldn't get enough of my dick. I think he spent more 
time holding my cock than his own. I was also the proud 
new owner of a couple million hormones. My voice was 
cracking like a tenor whose balls are trapped in a vice. 
I had hair sprouting all over the place. My pubic hair 
and my underarm hair just seemed to appear overnight.

My father took me aside one day and talked to me about 
the birds and the bees, which only made me horny, and as 
he left he handed me a stick of deodorant and said, "Use 
it!"

Girls were now a constant diversion for me. Oh, I wasn't 
getting any, but I liked to look. My grades went south 
and my dick went north as I paid more attention to the 
girls in class than to the teacher. 

Then one day the inevitable happened. My mother turned me 
on. We were never a we-can-walk-around-naked-and-act-
naturally family. We were more of the I-could-care-less-
if-he-sees-us-in-our- underwear type of household. My 
father would often sit at the breakfast table in boxers 
and a tee shirt. My mother had more decorum. She had a 
number of nightgowns. Her favorite was a brightly colored 
kimono style thing, which my father had brought back from 
a trip to the Orient. 

I never thought about what my mother wore to bed. 
Sometimes she had a camisole on under the nightie and at 
other times an old tee shirt or even nothing at all. I 
had never thought about my parents having sex. Hell, I 
never thought about any one having sex. To me sex was 
whacking off. I hadn't considered sticking my cock into 
anything yet. Although, I did have some strange urges. It 
wasn't until after my father and I talked that I realized 
there was more to sex than mutual masturbation. I wasn't 
stupid. I just never spent much time thinking about it.

My mother never had a paying job. She worked, but it was 
all for free. She was on this board, and on that one. She 
headed a couple of charitable foundations and some 
women's clubs. She was always saving someone or 
something.

When my father's workday ended was usually when my 
mother's began. She would tend to the house during the 
day and attend meetings and galas at night, dragging a 
complaining husband in her wake. 

My mother always seemed to be running late. She would 
scurry from the bedroom to the bath and back again. It 
was as though she had a schedule for getting dressed. She 
would whip by in bra and panties. The next time she came 
by she'd have on a blouse, and then the next a skirt, and 
so on. It was as though she was finding her clothing by 
accident. Oh! There's that dress! 

It was on one of those occasions that I fell in lust with 
my mom. She came running out of the bedroom, trying to 
shove an earring in her ear and heading for the bathroom. 
She had on panties and bra. And they were black lacy 
things. Sheer. For the first time I got a glimpse of her 
nipples. They were squashed against the material of her 
bra. Small brown pieces of flesh that would haunt my 
dreams for days to come. 

I suddenly took in the sight of my mother's body. The 
swell of her breasts as they bulged out of her bra. Her 
long, narrow waist as it descended and made an ass of 
itself. And a nice round ass it was. Those long legs that 
stretched from the floor all the way up to heaven. 

I found it hard to swallow as mom stood there in the 
hallway fussing with that errant earring. She had tossed 
her long auburn hair over one shoulder and her head was 
canted over the same shoulder so that she could have easy 
access to her earlobe. I watched as her breasts swelled 
with every breath and I held mine for a long, long time. 
I was sitting at the desk in my room doing homework and I 
had only to look left. 

"There!" My mother said as the earring slid into place 
and she looked over at me and smiled. 

My heart melted as those luscious crimson lips parted and 
her dazzling teeth glimmered at me. 

"Your homework done?" She asked.

"Wh-what?" I responded, realizing she had said something.

"I asked if your homework was done?" She repeated and 
approached my room.

"Almost, mom," I told her and that's when I realized how 
sheer her bra was and that I could see those brown 
circles at the end of her breasts and how her nipples 
were pushed back into the flesh of her breasts. My cock 
flexed in my pants and a lump formed in my throat.

"I told Elena to leave out some of that birthday cake in 
case you wanted a snack," she told me. 

"Th-thanks, mom," was all I could manage as I looked away 
from those enticing mounds.

"Okay," she said and walked in and gave me a peck on the 
head, "you be good while we're gone. Your father says 
you're old enough to stay by yourself now, so please 
don't disappoint us."

"Ah, mom!" I whined.

She smiled and tousled my hair then turned and walked 
back to the bathroom. I watched her ass pump as her long 
legs carried her away. I reached down and squeezed my 
cock and a shot of pleasure surged through my loins. I 
had to have relief. I got up and closed my door and 
whipped out my cock. I lie on the bed and tried to 
picture my mother naked. 

I never heard the door open, only the gasp. I looked up 
and my mother was standing in the half open doorway. Her 
eyes and mouth both opened wide. Her mouth moved as 
though she was trying to say something and then she 
pulled the door closed. My cock had shriveled and I lie 
there in shock. I put myself away and got up off the bed. 
I walked to the door and decided there was no way I was 
going out there. 

I sat at my desk and wondered if my world was coming to 
an end. I waited for my father to come in and chastise 
me. I waited and waited. Then waited some more. I almost 
jumped out of my chair when the door whipped open and my 
father stuck his head into the room.

"Hey, sport," he said with a smile, "we're taking off 
now. You gonna be okay?"

"Uh, s-sure, dad," I responded in confusion.

"Okay!" He said with a smile. "If anything happens, I've 
got my pager and I told the Brickley's next door that 
you'd come over if something happened."

"Okay, dad," I told him and tried to present him with a 
smile, but my face seemed to hurt and the muscles didn't 
seem to want to go that way.

"Great!" He said and turned away. 

I heard him say something to my mother and then I heard 
her yell a good night. I yelled a good night back at her 
and quickly went into the hallway and watched them go 
down the stairs to the first floor. 

"You think he'll be fine?" My mother asked with a hint of 
worry tinting her words.

"Ah, he'll be fine!" My father reassured her in a loud 
voice full of bravado.

I said a silent prayer and thanked my mother's back for 
not telling my father what she had seen. I awoke the next 
morning and found my sheets sticky with cum. I remembered 
dreaming about my mother. I was afraid I wouldn't be able 
to face her. I scurried in and out of the bathroom and 
got dressed for school. I watched their bedroom door as I 
edged silently down the hall and then crept down the 
stairs. I thought I was free and clear and headed for the 
kitchen where Elena usually had breakfast waiting for me.

"Good morning, Elena," I chimed as I entered the kitchen.

"Elena's got the day off, Bobby," my mother said as I 
came to a sudden halt.

My mother was standing at the stove and scrambling some 
eggs. My feet felt like they were glued to the floor. My 
mother looked up and saw me standing in the open doorway.

"Come on. Sit down. I'm not that bad of a cook," she said 
and laughed.

I took a seat at the small kitchen table and drank some 
orange juice. My mother was wearing panties and what 
looked like a man's shirt. I watched the muscles play in 
her calves and thighs as she shifted from foot to foot. I 
would catch a glimpse of her panties whenever she bent 
forward. My mother was five foot nine and almost as tall 
as my father. I watched as she scraped the eggs onto a 
plate and brought them over to me. 

I could see her unfettered breasts sway against the 
material of the shirt. She had miss-buttoned the shirt 
and there was a gap at the third button. I caught a 
glimpse of white skin as she bent down to settle the 
plate before me. I could feel my cock pushing out against 
my cotton trousers. I ate silently as my mother fussed 
about cleaning the pan and other items she'd dirtied. She 
poured herself a cup of coffee and sat down across from 
me. 

She asked me what I'd done the previous night and I told 
her about a movie I'd watched and about talking to Billy 
on the phone. The opening in the shirt beckoned to me 
like a siren. My eyes would glance down every time she 
looked away. I could see the curve of a breast and it was 
maddening. I wanted to see more. I wanted to see a 
nipple, but it wouldn't happen. 

"You'd better get going. You'll miss the bus," she 
informed me.

I had hoped she'd be the first to leave because my cock 
was swollen and I knew the thin fabric of my school 
trousers would outline it. I tried to hide it with my 
book bag as I got up from the table. I tossed the bag 
over my shoulder as I passed her and headed for the door.

"Hey!" Mom said. "Don't I get a kiss any more?"

I steeled myself and tried to sidle up to her, but she 
had turned in her chair and as I got close to her I saw 
her eyes glance down and then down again. A smile played 
across her lips and she reached out a hand and I felt the 
back of her fingers push against my erection.

"What's this?" She said, grinning.

"Mom!" I half shouted and spun around and headed for the 
door.

"Come back here, young man," my mother said in her I-
must-be-obeyed voice.

I turned and stood in the kitchen doorway.

"I'm gonna be late, mom." I whined.

"I said 'come here'," she emphasized.

I walked up to her and felt relieved that the tension had 
subdued my hard on.

"I want to talk to you about last night," She said.

"Ah, mom!" I groaned in my best do-we-have-to voice.

"Bobby your growing very quickly, and I know that there 
are feelings that you're having..." she started to say, 
but I interrupted her.

"Mom! Dad already talked to me about sex and stuff!" I 
stated. This was the last conversation I ever wanted to 
have with my mother.

"I know... I know, but I just wanted to say that I was 
sorry I walked in on you last night. I guess I'm going to 
have to start respecting your privacy. You're not a 
little boy anymore." 

"That's okay, mom. I'm sorry you saw that," I told her 
and felt like I would burst into tears. My hormones raged 
through me like a pregnant woman.

"Ah, sweetie," my mother said and pulled me into a hug, 
which was the last thing she should have done. 

I was standing and she was sitting, so her head came up 
to my chest and her tits pressed into my crotch. My cock 
rebounded faster than silly putty. I swear that you could 
hear the material stretch. Mom gave up the hug and held 
me at arms length. The smile on her face slowly 
dissipated as she looked down at the pronounced bulge in 
my pants.

"My god!" She said and the color rose into her face. 

She got up quickly and walked out of the kitchen. I was 
stricken with guilt and shame. I started to cry. I ran 
out of the house and decided on walking to school. I 
didn't care if I was late or not. I needed to clear my 
head. I sat in a daze the remainder of the day. 

My classes came and went without my noticing. If it 
hadn't been for Billy, I probably would have sat through 
the same class all day. He would rouse me out of my 
stupor and we would amble to our next classroom. He kept 
asking me if I was sick and I told him I no. He got tired 
of asking and just herded me through the day. 

The school day ended and Billy asked if I wanted to come 
by his house. He told me he had taken a new playboy from 
his brother's stash. I thought clearly for the first time 
that day and I agreed enthusiastically. We took the short 
cut through the woods and came out behind Billy's house. 
We quietly snuck into the garage, dumped our backpacks, 
and sat on an old sofa. 

Billy opened the magazine and went directly to the fold 
out. That month's playmate was a girl from England. She 
appeared to be very tall and had long legs. Her dark hair 
was long and straight and hung almost to her waist. She 
had large, round breasts. The only thing I didn't like 
about her was her strong jaw. There was something 
familiar about her and I felt a stirring in my loins. 

"She looks like your mom!" Billy said in a loud whisper.

I realized then why she looked familiar. She did indeed 
look like my mother. The long dark hair; the large brown 
eyes; the wide mouth and full lips; the long legs; the 
large up thrust breasts; these all reminded me of my 
mother. I felt a dizziness as my mind replaced her face 
with my mother's. My cock throbbed as my arousal peaked. 

"I knew I'd find you little horny bastards in here!" 
Brian said.

He had snuck up on us and Billy and I nearly jumped out 
of our skins. Brian had a strange smile on his face and I 
felt it bode us ill. He was always picking on us. Teasing 
us. I didn't care for him, but he was Billy's brother and 
I put up with him. Brian was seventeen and a junior in 
high school. He had a girl friend, and Billy and I both 
thought she was a dog. Brian would tell us about having 
sex with her, but we doubted that he did. 

"I see you stole another fucking Playboy from me, creep!" 
Brian said and slapped Billy across the side of the head. 

"Ouch!" Billy yelled and covered up.

"Relax, whimp!" Brian laughed then insinuated himself 
between us as he sat down on the old sofa.

"So. You guys getting ready to jerk off?" 

Billy and I both remained quiet and just waited for 
whatever torture Brian could think up. He paged through 
the magazine and made lewd comments about the girls. He 
talked about what he would do to them if he ever got a 
hold of them. I felt like saying something cutting, but 
held back for fear of being smacked. 

Brian started reading letters from the forum and he 
openly rubbed his cock through the material of his pants. 
I found it strangely exciting and my own cock returned to 
its swollen state. I knew that Billy and Brian would 
sometimes mess around and I wondered if he was going to 
do anything with us now. He read a letter from a guy who 
asked about convincing his girlfriend to swallow his cum 
and I listened intently. I had heard guys talk about 
blowjobs at school, but I couldn't imagine a girl putting 
my cock in her mouth. 

"I don't know about you guys," Brian said as he unzipped 
his jeans and fished out his hard cock, "but, I'm going 
to flog the old midget!"

I watched in amazement as Brian started stroking his 
tumescent cock. It was bigger than mine, but not by much. 
Then, to my surprise, I saw Billy undo his pants and pull 
his cock out. I didn't feel like being odd man out so I 
slowly unzipped my fly and then reached in to pull my 
hard member out. Brian watched as my cock sprung from its 
confinement.

"Damn, Billy!" He said. "It looks like you were right 
about Bobby's dick. It's pretty big for a little guy."

I was surprised to hear that Billy had told Brian about 
my cock. I wondered if he told Brian about everything we 
did. I was even more surprised when Brian reached over 
and grabbed my cock. He slid his hand up and down and 
asked me how that felt. I stammered out that it felt good 
and he told me to stroke his. I reached into his lap and 
gingerly grabbed his cock. Billy watched eagerly as his 
brother and I stroked each other's cocks. Brian stopped 
stroking and turned to his younger brother.

"Billy. Why don't you show Bobby what I showed you last 
weekend?"

Billy's eyes went wide and I could see he didn't want me 
to know about what Brian and he had done. Billy looked 
imploringly at his brother, but found no solace there. 
Brian grabbed Billy by the nape of the neck and pushed 
him off the sofa and onto his knees. He half dragged 
Billy until he was kneeling in front of me.

"Go on, Billy!" Brian whispered. "You know you want to do 
it. You liked doing it. Remember?"

Billy looked at my cock and then he looked up at me 
seeking reassurance. 

"If I do this," he said, "somebody had better do it to me 
too."

"Sure, sure," Brian said, but I doubted his sincerity.

Billy bent forward and Brian took his hand away as 
Billy's mouth replaced it on my cock. The warm moistness 
of his mouth was amazing. I couldn't imagine anything 
that could feel better. The feeling went all the way down 
to my toes. The muscles in my neck seemed to stiffen as 
my orgasm struck me. My cum jetted out of my cock and 
into Billy's mouth. He kept on sucking on my cock and the 
sensation only got better until it almost seemed painful. 
I reached down and pulled his seeking mouth away from my 
sensitive cock head. 

Brian laughed. "Looks like you enjoyed that, Bobby."

Billy stood up and wiped his mouth with the back of his 
hand.

"Okay. Now what about me?" Billy asked and his hard cock 
pointed at us like an accusing finger.

"Not yet," Brian informed him. "I'm next. And, I think I 
want Bobby here to do the honors."

It took a moment for me to realize what Brian had said. I 
looked at his cock with some apprehension. I didn't think 
I would like sucking on his cock. 

"Come on, little guy," Brian said and waggled his cock at 
me. "Fair's fair. Billy sucked your cock and now you've 
got to suck some too." 

I looked at Brian's cock and then at Billy's smaller 
member.

"I... I'll suck on Billy's," I informed him.

"No way, dude," Brian informed me. "It's my game and I 
make the rules. Now get on with it."

Saying this, Brian grabbed me by the nape of the neck and 
dragged me off the sofa like he had done to Billy. I 
wound up kneeling between his legs and I stared at his 
cock. There was a bead of liquid oozing out of the tip 
and I suddenly felt repulsed. Brian grabbed me by the 
hair and pulled my head down to his lap. I had my mouth 
closed and he rubbed his cock around my mouth and cheeks. 

I decided I had better get it over with and opened my 
mouth. Brian drove his cock into my mouth and struck the 
back of my throat. I gagged and coughed. I thought I was 
going to vomit, but didn't. I brought my mouth back to 
his cock and this time I pushed on his thighs with my 
hands and stopped him from pushing his cock in too deep. 
I tried to imitate the way Billy had sucked my cock. I 
closed my mouth around Brian's cock and slid my mouth up 
and down quickly.

"Slow down, Bobby," Brian said and cuffed me lightly on 
the side of the head. "Use your tongue to lick my cock as 
you slide it out."

I did as he told me and heard him moan. I slowly slid my 
mouth up and down and played my tongue along the shaft 
and mushroom head. I suddenly realized that it didn't 
taste bad. Actually, it really had no taste. It was more 
of a feeling. There was a small burst of saltiness as 
another bead of fluid escaped the slit in the head of his 
cock. I licked it off with my tongue and Brian moaned 
once again.

"That's it. That's it. You got it now. Just keep that 
up," Brian said in a hoarse whisper.

I could see Billy stroking his cock out of the corner of 
my eye. I felt Brian's cock swell in my mouth and had 
begun to wonder why when a splash of liquid hit the back 
of my throat. I tried to pull off, but Brian had 
anticipated me and pressed down on my head. He groaned 
loudly as jet after jet of cum painted the insides of my 
mouth. I tried not to swallow, but I thought I would 
drown so I did. His cum felt viscous and slightly 
starchy. It was like swallowing runny tapioca. I felt his 
hand release me and I pulled off his cock. Brian laid 
back and sighed.

"That was pretty damned good for a beginner," he stated. 
"Maybe you should practice some more. Billy, let Bobby 
suck you off."

I looked up at my friend and saw the hunger in his eyes. 
He pushed his pelvis out and I hesitated for only a 
moment before taking his small cock into my mouth. It 
felt strange having his smaller member in my mouth after 
sucking on Brian's large cock. Billy was nearing orgasm 
before I had even started and he came very quickly. I 
felt a slight disappointment at how quickly it was over. 
Billy and I both sat back down.

"Looks like you're ready for more, Bobby," Brian said and 
I realized that I was hard again.

I was surprised when Brian bent over and took my cock 
into his mouth. His mouth was like a furnace. It was so 
much hotter than Billy's. I could tell Brian had been 
doing this for a while because it felt so much better 
than when Billy had done it. 

Brian slid off the sofa and knelt in front of me. I laid 
back and let him minister to my cock. He would vary his 
sucking and sometimes lick my balls. He went fast and 
then slow and his tongue continually wrapped itself 
around the head of my cock. He circled his thumb and 
forefinger around the bottom of my cock and his hand 
followed his mouth as he bobbed up and down. 

I was in heaven and I wanted to stay there, but it wasn't 
to be. I felt my cum start to boil up my penis and Brian 
sucked my cock in all the way to the base. I shot my 
small load into his mouth and felt all the muscles in my 
body tense. Brian finished nursing on my cock and pulled 
his mouth off. I collapsed into the sofa cushions and 
felt like I could stay there forever."

Brian licked his lips and smiled.

"That's a pretty nice cock, Bobby," he leered. "Anytime 
you want your pipes cleaned, just let me know."

I didn't understand the reference, but took it to mean 
that he would do it again.

"What about you little brother?" Brian asked Billy. "You 
want me to do you too?"

Billy nodded vigorously and pushed his newly engorged 
cock into the air. Brian scooted over to kneel in front 
of him and I watched as he repeated the performance on 
his younger brother. Billy seemed to enjoy it as much as 
I had. He sat back with his eyes closed and a big smile 
on his face. 

I watched for a minute and then I picked up the Playboy 
once again. I opened to the centerfold again and gazed at 
the voluptuous young woman posing there. I wondered if my 
mother would look like that. I noticed a few more 
differences between my mother and the young model, but 
over all they could have been related. I heard a loud 
grunt and looked over just in time to see Billy thrust 
his pelvis up into his older brother's mouth. 

Brian finally released Billy's spent penis and he got up 
off his knees. His cock was hard once again and it jerked 
and bobbed like a living thing.

"Okay, my turn again. Which one of you little cock 
suckers wants to do the honors?"

I looked at his throbbing cock and I felt a sudden 
yearning; a desire to take him into my mouth again. My 
mouth felt strangely empty. It was as though a piece of 
me was missing. I started to say something when Brian 
took the choice away from me.

"Well, little brother. Bobby and I have both sucked 
twice, so I guess it must be your turn."

Billy grinned shyly and bent forward to take his 
brother's cock into his young mouth. I watched for a few 
minutes and felt my cock harden once again. I thought 
about jerking off, but then realized that I should be 
getting home.

I put my cock away and straightened my clothes. I picked 
up my bag and told Billy I had to go. I heard a muffled 
mumbling and left. I snuck out the side door and went 
back up the woodsy trail. 

A couple of hundred feet later I turned down another 
well-worn path that led to my home. I reached down and 
brushed at something on my pants and my hand came away 
sticky. I stopped and looked at my trousers. There were 
blobs of cum and a large damp spot at my crotch. I knew I 
couldn't go home like this. 

I thought quickly and came up with a plan. I dropped to 
my knees and felt the moist earthen floor dampen my 
pants. I fell forward and threw out my arms. I rubbed my 
crotch into the dirt. I stood up and looked at myself. I 
looked like someone who had been lying in the dirt. I 
rubbed some dirt on the side of my face and went on home.

"My God! What happened?" My mother cried as I came 
walking through the back door, which opened onto the 
kitchen. 

"It's nothing. I tripped on a root and fell down. I'm 
fine. Just a little dirty."

"Lord! It looks more like you got trampled. Did someone 
beat you up?" My mother asked with deep concern.

"No, mom!" I said and laughed.

"Well... all right then. You better go and change for 
dinner. It's almost ready and you're late, young man!"

"Sorry, mom. I stopped over at Billy's and forgot what 
time it was. I was running home and that's why I tripped 
on that root," I added and felt the guilt wash over me as 
I went up the stairs to my room. 

I couldn't remember ever lying to my mother before. I 
know I'd fibbed to my dad when he had accused me of 
fooling with his computer, but never to my mom. I felt 
sorrow and thought I should tell her I had lied. But, 
what would I tell her. I couldn't tell her I had dirtied 
my clothes on purpose so that I could hide the telltale 
evidence of a blowjob.

The mere thought of those blowjobs excited me again and I 
tried desperately to think of something else, but my mind 
chose to think of the naked girl in the magazine instead 
and my condition got even worse.

I washed up and put on some loose fitting pajamas. My 
parents were surprised to see me dressed in that fashion 
as I sat down to eat.

"Why are you dressed that way?" My father asked in his 
best professor voice.

"I figured since I had to change my clothes I might just 
as well wear pajamas so that I wouldn't have to change 
again." I informed him.

My father looked at me strangely and just shook his head. 
I glanced at my mother and she was smiling. Dinner went 
on without further complications and I was relieved at 
not having to further my deception. I helped my mother 
clear the table and asked if she wanted help washing the 
dishes. She told me Elena would be back the next day and 
that she could do it. 

I felt strange about being alone with my mother. There 
was a tension in the air. I knew that we both felt 
awkward about the morning's incident, but it appeared she 
had no desire to talk about it and it was the last thing 
I wanted to discuss also. I went up to my room and did my 
homework. I came down and watched a little television 
with my parents, but my mind couldn't stay focused. 

I kept glancing over at my mother. She sat with her legs 
tucked under her and her hands clasped on my father's 
shoulder. She sat very close to him, and they seemed 
comfortable with the intimacy. I pictured my mother nude 
and felt my cock surge up once again. I had to stop 
thinking that way, I chastised myself silently. I 
couldn't stand it any longer and knew I had to jerk off. 
I bade my parents good night and climbed up to my room.

I had taken to sleeping in the nude. Actually, I had 
slowly worked my way down to sleeping in my undies, but 
when I started jerking off at bedtime I would use my 
briefs to sop up the cum and then pitch them at the 
little laundry hamper by my closet door. 

That was why I had taken to sleeping in the nude. I would 
slide my briefs off and pull them under the covers with 
me in anticipation of their later use. I would try to be 
quiet as I held the sheet up with one hand and stroked 
myself with the other. I would sometimes have to stop 
midway when I heard my parents come upstairs. They would 
use the bathroom, which was next to my room, and I was 
afraid they could hear my bed creak, or my panting.

My mother knew I slept in the nude. She had found out one 
morning when I had overslept and she came in to rouse me. 
She had shook me and told me to get up. I had groaned and 
pulled the pillow over my eyes. She had teased me and 
told me to get up or she'd pull the sheet off. I had 
ignored the threat and suddenly felt the cool morning air 
envelope me as the sheet was whisked away. 

"Mom!" I had shouted and placed the pillow over my 
morning hard on. 

I think she had only caught a brief glance and had walked 
away trailing a tinkle of laughter. A few moments later I 
had heard my father's braying laughter. The embarrassment 
had burned my cheeks bright red. I had taught myself to 
sleep on my stomach after that morning.

I lie in bed that night with the sheet down around my 
thighs and quickly beat off into my waiting underwear. I 
thought about that afternoon's sexual games and came 
quickly. I remembered the feel of Billy and Brian's 
mouths on my cock and remembered also the feel of their 
cocks in mine. It was a rousing cum and I gushed until my 
shorts felt damp. I sighed and dropped my shorts to the 
floor.

I felt exhausted and thought that I would quickly 
surrender to the sand man, but it wasn't to be. My mind 
went back to the young girl in the magazine. I thought 
about my mother in her black lace undergarments and about 
the gap in her shirt that morning. I became aroused again 
and decided it wouldn't hurt to masturbate once more. I 
started stroking as I pictured my mother posing like the 
young woman. I imagined her breast being round and 
perfect. Her pussy with neatly trimmed hair hiding I knew 
not what, but it aroused me nonetheless. 

I heard my parents come up the stairs. Their words were 
muffled by distance and the closed door. I heard the 
water running in the bathroom and their conversation 
continued. The bathroom door opened and I heard my 
father's loud footfalls recede down the hall to their 
bedroom. I heard the water stop and then silence. The 
commode flushed and the water came back on.

A moment later I heard my mother step into the hallway 
and realized she was at my door. I quickly closed my eyes 
and made believe I was asleep. My bedroom door opened 
slowly and I felt a shadow fall across my gossamer 
eyelids.

"Bobby?" She whispered.

I heard a slight gasp and suddenly realized that I was 
still erect and that the sheets must have been tented. It 
took all of my composure not to shift positions. Then I 
felt the slightest touch on my covered penis, or had I 
imagined it. I was amazed by the realization that I was 
subconsciously hoping that my mother would play with my 
cock. 

The surfacing of this incestuous desire prompted my cock 
to jerk in response. I heard another slight gasp. I moved 
my head slightly and made a low moaning sound as though I 
was dreaming. 

Suddenly, I felt the touch once again and I knew that it 
was real. My mother was lightly touching the tented 
sheet. My cock flexed again and I heard a quiet moan. I 
prayed that she would go further, but realized it was a 
fruitless plea. Then, to my surprise, I felt the sheet 
slowly sliding down my body. I felt the edge of it scrape 
across a nipple and then my stomach was unveiled. 

The sheet continued its slow downward journey. The sheet 
sliding slowly across the head of my swollen cock felt 
incredible. I worried that I might cum just from that 
feeling. Finally, the sheet slipped over my cock and came 
to a stop. 

I felt my mother slowly, cautiously drag a finger up one 
side of my cock, over the head, and down the other side. 
Her touch was light and feathery, almost imperceptible. I 
felt her grasp my cock lightly between her thumb and 
forefinger. She slowly moved her fingers up and down, not 
pulling on the skin, but just lightly rubbing the shaft. 

It felt like a ghost was jerking me off, but it was 
incredibly exciting and I felt my balls twitch. My cock 
throbbed in anticipation and she quickly took her fingers 
away. I almost groaned aloud at the loss. I made more 
dream motions and wondered if she knew I was awake. I 
thought she was done and that she would cover me back up 
and leave, but I suddenly felt another feathery touch on 
my cock. This time it felt like she was lightly rubbing 
her finger along the sensitive coronal ridge. 

I thought I would certainly cum at any moment. I had 
never felt such a haunting sensation. I wanted to scream, 
"Please, let me cum!" Then I felt a warm breath wash over 
the excited organ. I almost opened my eyes to see what 
she was doing. A light moist touch followed and I 
pictured my mother sticking her tongue out to lick my 
cock. I grunted and was surprised to feel my cock 
explode. 

I wanted to reach down and squeeze my poor cock. It took 
all of my resolve not to. I groaned and felt the cum 
splatter upon my chest and even my neck. I heard a groan 
that wasn't mine and thought I felt her breath and moist 
tongue take a swipe at my cock, but I was so wrapped up 
in my orgasm that I couldn't be sure. 

I knew I couldn't just lie there and I rolled onto my 
side, facing away from her, and pulled my knees up into a 
fetal position. I felt the sheet slowly slide up my body 
to my neck and then I sensed her leaving my side. The 
room lightened slightly as the door opened and then it 
went totally dark. I jammed my hand into my crotch and 
squeezed my throbbing cock. 

My mind was a jumble of thoughts and feelings. I was on a 
mental roller coaster and was worried about falling off. 
I fell asleep in a state of confusion and awoke groggy. I 
was like a robot as I washed and readied for school. My 
mind kept going back to the previous night's activities. 
I was brushing my teeth when I suddenly wondered if I had 
dreamt the entire thing, but then shook off that thought 
as I remembered the unpleasant sensation of dried cum on 
my chest and neck that morning. 

I dressed and grabbed my books. I dragged my backpack 
along as I wended my way downstairs. I was about to push 
open the kitchen door when I realized I didn't know if I 
could face my mother. Had she known I was awake last 
night? Was she too experiencing a gamut of feelings; 
guilt, shame, pleasure, giddiness, desire, sorrow, but 
mostly embarrassment. I steeled myself and entered the 
kitchen. The only one there was Elena.

"Good morning, senor Roberto!" Elena chimed at my entry. 

Elena had been our live in cook and maid for about four 
years now and she treated me like a loving aunt. She had 
come from Brazil as someone else's domestic, but they had 
returned and she had been persuaded to remain in my 
parents' employ. 

I watched her bustle about as I ate some wheat toast and 
jam. She was a slender woman. Younger than my mother. She 
had a golden complexion and bright shiny button eyes. Her 
hair was lustrous and long. She usually kept it in a long 
braid and I had been fascinated by it when younger. I 
watched as she bent over to load the dishwasher and was 
surprised to find myself aroused be her small round butt. 

When Elena had first started working for us, she wore 
knee length dresses with high collars. Her face was 
always bereft of make up and she acted very shyly towards 
all of us. My mother had found in her the sister she 
never had and made it her goal to drag Elena into the 
present. Now, Elena wore stretch pants and a tee shirt. 
Billy was in love with her and whenever he came over, we 
would spend a lot of time in the kitchen. 

Elena turned from her task and I glanced quickly away so 
that she wouldn't notice me ogling her ass. She stopped 
and stared at me for a moment and I thought I had been 
caught.

"You know, Roberto. You are becoming a man." She said in 
her accented English. I loved the way my named rolled off 
of her lips. "I have been gone for only one single day 
and you look older to me. One single day. Madre Dios! How 
quickly you grow. You will not be my little boy much 
longer."

I grinned and blushed at her attention. The door opened 
and my mother walked in. 

"G'morning," She mumbled and headed for the coffee pot. 

My mother turned and looked at me. I quickly looked away. 
Not wanting her to read the thoughts I felt were plainly 
displayed in my eyes.

"Good morning, Diana. I want to thank you for giving me 
the day off," Elena said to my mother and smiled broadly. 

"That's okay, Elena," my mother responded with her own 
smile, "but, I'm afraid we left the kitchen in a bit of a 
mess."

"Oh, it was nothing," Elena shrugged. "I was just 
telling, Roberto, how grown up he has become. He will be 
a man soon, I think."

My mother looked me in the eye and I saw her blush 
slightly. She raised her coffee cup to hide her 
discomfort. 

"Yes, he is getting bigger, isn't he," She said from 
behind the mug's protection.

*

"Lack of participation, young man," Principal Donner 
said.

"Sir?"

"That's what's written here, young Robert. Lack of 
participation. You know," Principal Donner stood and 
walked over to one of the windows overlooking the 
schoolyard. "A lot of people think I don't pay attention 
to the small things that go on in this school. Like the 
students for example."

I failed to see how the students could be a small thing, 
but it was his dime as they say.

"I know what goes on in those classrooms. And, let me 
tell you, it isn't pretty."

"No, sir," I nodded in assent, but hadn't a clue as to 
where this was going.

I had received a note during homeroom study period to 
report to the principal's office and here I sat.

"Now," he said as he opened a manila folder, which lie on 
his desk, "I have several disturbing annotations here 
that makes me believe that we have a problem."

"Notes, sir?" I asked.

"Yes! Notes from your teachers. Let's see," he said and 
adjusted his bifocals, "Mr. Price states here that you 
are 'Inattentive', and Mrs. Blowden also states that you 
'fail to participate' in classroom exercises."

There was nothing I could say so I said it.

"Well, what do you have to say for yourself?"

"Uh..., well, nothing, sir," I shrugged, "I wasn't aware 
that they had said those things about me."

"Yes? Well, that's not all, master Robert," he continued. 
"It appears that your grades have greatly suffered over 
the last several months."

"Uh.., yes, sir," I muttered. 

"Now, I think we can resolve these problems without 
having to have your parents come in to see me, can't we?"

"Oh.., oh, yes, sir," I happily agreed. 

"Yes. I think that's possible. All you need to do is 
buckle down young man. Apply yourself. Pay a little more 
attention. Get your mind off of girls."

I blushed painfully as he said the last and I saw his 
eyes light up. He had struck gold. 

"Yes. That's what you have to do. Get your mind off of 
girls. Plenty of time for them when you're older, believe 
me. They won't go away, you know. Oh, no! They're always 
there. Causing trouble. Making it hard on a man to do his 
job. Being a distraction." 

The principal glanced over at me and realized that he was 
blustering. He coughed and continued.

"In any case. If you tell me that you are going to apply 
yourself, I won't bother having your mother come in to 
see me. Yes, yes, that's what we'll do. Yes, lovely woman 
your mother. Give her my regards won't you?"

"Uh... yes, Principal Donner. I'll tell her you said 
hello," I answered, not knowing if I was supposed to get 
up and leave or if he had more to say to me.

I sat in the chair for a few more moments until he 
glanced at me from over his bifocals and frowned as 
though it was the first time he'd noticed me. He put down 
my file.

"Was there something else?"

"Uh.., no, sir. Just wondering if you had said everything 
you wanted to," I said and found myself frowning back.

"Of course, of course. Now go on and play. Recess is 
almost over."

"Thank you, Principal Donner," I said as I left his 
office.

Billy stood in the hallway outside the principal's 
office. 

"Well? What did he want? Are you being expelled?"

"Why would I be expelled?" I asked my best friend and 
shook my head.

"Well? What did he want then?"

"You sure are worried about this?" I told Billy.

"Nah, I ain't worried. Just wondering that's all," Billy 
said as he kept pace with me down the hallway.

"He told me to stop thinking about girls," I told him.

Billy stopped short and I left him behind as I kept on 
walking.

"Stop thinking about girls?" Billy said from about twenty 
feet back.

I turned and looked back at him. "Yeah. He said my grades 
suck and that I should concentrate on my school work and 
to stop thinking about girls."

"You told him your grades were bad because you were 
thinking about girls?" Billy asked incredulously.

I stared at Billy. I wondered about him sometimes. 

"No. I didn't tell him that. It was like, he knew, you 
know. It's probably the same thing he says to all the 
guys that have problems at school."

"You mean your grades are bad because you're thinking 
about girls?" Billy asked, thunderstruck.

"Yeah. I think about girls all the time. Don't you?"

"Uh... no. Why would I do that?"

"Why would you do that? Why do you look at those dirty 
magazines all the time?"

"You know why," Billy whispered and made a jerking off 
motion with his hand.

I giggled and looked around. 

"Well? Don't you think about that when you look at the 
girls at school?" I asked him.

"Are you crazy? They're just, uh... just..." He searched 
for something to say.

"Girls?" I supplied.

It was as though he had never thought about them in that 
way. He canted his head slightly and his eyebrows went up 
a little. I laughed and headed down the hallway again. I 
stepped into the boys' room and went to stand at a 
urinal. Billy came in behind me and stood at the urinal 
next to mine. I saw him gazing at my cock and hid a 
smile. 

"Gosh! I wish mine would hurry up and get big," Billy 
muttered.

"Yeah? Well until it does, you can play with mine," I 
told him and started laughing.

Billy glared at me and then started laughing also. I 
waggled my dick at him and suddenly it started to swell. 
Billy stopped laughing and reached out to feel my cock. 
His hand felt good sliding up and down my swollen cock.

"You want me to do it?" Billy asked.

"Do what?" I asked him.

"You know. What we did the other day," he said and 
waggled his eyebrows.

"Here?" I asked and looked around at the empty lavatory.

"In one of the stalls," Billy said and walked over to the 
furthest one. 

Billy held the door open and waited for me to decide. I 
looked down at my swollen cock and shrugged. What the 
hell, I decided and followed him into the stall. Billy 
sat down on the toilet and sucked my cock into his mouth. 
He was like a madman. He sucked hard and licked at the 
head. 

I knew I wouldn't last too long and I clenched all of my 
muscles in order to make it last, but it only held out 
for a dozen or so strokes and then my cum shot out into 
his hungrily sucking mouth. I moaned and held on to the 
sidewalls as he nursed on my squirting cock. I thought my 
knees would buckle, but I managed to remain standing. 

I finally pulled my cock out of his mouth and Billy 
looked up at me and frowned. Apparently, he hadn't had 
enough. I was about to ask if he wanted me to do him when 
the warning bell sounded. We both scrambled out of the 
stall and were standing at the sinks when the stampede 
entered the room. We wiped our hands and left.

"You want me to come over after school?" I asked him, 
knowing he'd understand why I asked.

"Not today. My mom's taking me and Brian to the mall to 
buy us some new shoes," he told me in a disappointed 
tone. 

"Well, maybe tomorrow then," I told him and he agreed.

Having nowhere to go and nothing special to do after 
classes ended, I took the bus home. I hadn't ridden the 
bus home in ages and I arrived a lot earlier than I 
normally would. I walked into the house and headed for 
the kitchen. I was about to enter when I heard my 
mother's voice. She sounded distressed.

"I don't know what to do, Elena," she said. "It's been 
almost six months now."

"Perhaps a doctor would help," Elena replied.

"He.. he would never go to a doctor, Elena. He's too 
proud."

"Yes, I understand," Elena said. "Have you spoken to the 
senor about this?"

"Yes, but he only got angry and.. and..."

I heard my mother catch her breath and had the feeling 
she was crying. I couldn't decide whether to go into the 
kitchen and console her or quietly leave, but I didn't 
know why she was upset and I wondered if my father was 
gravely ill. I stood in place and waited.

"I may be a woman, Elena. But, I have needs also," I 
heard mother say through her tears.

"Yes, Diana," I heard Elena say in a soothing voice.

My mother had needs? I had heard that before; in movies 
and on soap operas. My mother was talking about sex. She 
and my father hadn't had sex in six months. I thought 
about not being able to masturbate for six months and I 
paled. There was something wrong with my dad. Must be 
that thing they talked about in those commercials. E 
something. Erectile malfunction or whatever. I listened 
intently, but could only hear quiet murmurs. 

I steeled myself and walked into the kitchen. I froze in 
my tracks. I wasn't prepared for what I found there. My 
mother and Elena were entwined like two lovers. Their 
mouths were pressed together and they both moaned deeply. 
Their eyes were closed and neither had seen or heard me 
come in. I told my feet to move, but they wouldn't 
respond. I tried to tear my eyes away, but couldn't do 
that either. 

I told my dick to stay down, but it had a mind of its 
own. I watched as my mother's hand slid down and clutched 
Elena's ass. Her hand kneaded Elena's butt cheek and 
pulled her tightly against her body. Elena's hand came up 
between them and grappled at my mother's breast. One of 
them moaned, but I couldn't tell which. I watched Elena's 
hand slip farther between them and I could tell she was 
working the buttons on my mother's blouse. 

I realized suddenly that my feet had begun to move and I 
backed into the door. Unfortunately the door swung in and 
I was already inside. I watched mesmerized as Elena 
finished unbuttoning my mother's blouse and as she pulled 
it aside off of one shoulder. My mother wore a plain 
white bra and Elena simply pushed it up and out of the 
way. I watched Elena knead my mother's breast as though 
it was a ball of bread dough. My mother moaned. I watched 
the nipple pucker and swell. 

I don't think I had blinked or taken a breath since 
walking through that door. I swallowed to clear my throat 
and gasped for air. I blinked rapidly and continued to 
stare. My mind kept screaming at me to leave, but I 
couldn't get my muscles to move. 

What a great looking tit, I said to myself.

My mother's breast was as big as a cantaloupe. It was 
round. It was perfect. The large circle at the end of her 
breast was wide and dark brown. Her nipple was hard and 
it stuck out like a big chocolate candy. The two women 
broke their embrace and I watched as Elena lowered her 
head to my mother's breast. I saw her tongue circle the 
nipple and then she grasped it between her teeth. My 
mother moaned and threw her head back. Elena pawed her 
breast with one hand and continued to nurse on it. 

"Oh, Elena. That feels so good," My mother said looking 
down at the top of Elena's head.

My mother looked up and then she gasped suddenly as she 
finally noticed me standing there. 

"Bobby!" She said in a harsh whisper.

Elena's head snapped up and turned my way. I saw her eyes 
go wide as she brought a hand to her mouth.

"Madre Dios!" She exclaimed from behind her hand. 

I saw tears swell up in Elena's eyes and she let go of my 
mother and ran out through the door that led down to her 
little apartment. I watched her go then I turned my head 
back to look at my mother. I don't know what my face 
looked like. 

If there was horror, or lust, or amazement, or simply 
stupefaction, but my mother raised a hand as if to ward 
off a blow. She stood there for a moment; her blouse off 
of one shoulder; her bra pushed up; and a single large 
breast pointing at me. I gulped and tried to say 
something, but my mouth was dry and my tongue stuck to 
the roof of my mouth.

"Bobby," my mother said imploringly as though asking me 
to understand.

Strangely, I felt no anger, or disapproval, or anything 
accusatory towards her. I only felt sorrow. I felt sad 
that my mother had lost my father's physical affection 
and that I had interfered in her seeking solace through 
Elena. I felt tears rise up in my eyes and I turned and 
pulled open the kitchen door. I heard her whisper my name 
as I walked away. It was probably the worst thing I could 
have done, but I couldn't think clearly at the moment and 
I needed to get some air. 

It seemed like the house was closing in on me. I dropped 
my backpack at the door and went outside. I walked over 
to the porch swing and took a seat. I kicked off with my 
feet and the swing creaked into motion. It was as if my 
mind had shut down. There were no images or thoughts in 
my head. It was as though a vacuum had sucked out my 
brain. I don't know how long I sat there, swinging. 

"Bobby?" I heard a voice say.

I looked up and there stood my mother. Her eyes were red 
and her lips were swollen. She pleaded with her eyes and 
I stopped the swing from moving by dragging my feet along 
the floor. I scooted over to one end and my mother smiled 
weakly as she took a seat next to me. 

She pushed with her feet and the swing resumed its 
pendulous arc. We sat there for a long time. Neither of 
us saying anything. My mother reached out and held my 
hand. I squeezed her hand and I felt her take in a deep 
breath. It was as though with that gentle squeeze I had 
told her that everything was okay. 

"Bobby, I... I..." she tried to find a way to start the 
conversation.

"It's all right, mom. I heard what you said to Elena. I 
know that you just needed someone," I told her and her 
head spun around and stared at me.

"God, how can you say something so old and only be 
twelve?" 

"Too much television I guess," I quipped and suddenly we 
both broke into gales of anxiety fed laughter.

The laughter died away and we both sat and enjoyed the 
silence. 

"Is dad sick, mom?" I finally asked.

"No, dear. He's just getting older," she said and sighed. 
"It often happens to men as they age."


I knew what she meant and suddenly I wondered if there 
was truth to the saying that if you masturbated your cock 
would rot and fall of.

"Is it because he... uh, he... played with himself when 
he was younger?" I asked and swallowed.

My mother looked at me and frowned. Her mouth opened as 
though to say something and then closed again. Suddenly, 
a light went on behind her eyes and she broke out into 
laughter again. I felt myself blush and I looked away.

"Oh, Bobby!" My mother said and tousled my hair. "No, 
it's not because he masturbated as a youth. That's an old 
myth. You can masturbate all you want."

"Mom!" I whined.

She laughed again and it was nice to hear her come back 
to her usual self. The afternoon's transgression was left 
behind, or so I thought. My mother suddenly fell into 
deep concentration.

"Poor Elena," she said and shook her head. She pursed her 
lips as she reached a decision and got up off the swing.

"I have to go speak to Elena, Bobby. She's all alone down 
there and she must be going through hell right now."

"Uh hun," was all I said and watched my mother walk away 
and go back into the house.

I stayed on the porch for a while longer and enjoyed the 
cool breeze that had sprung up. My mind was clear now and 
it wandered back to what I had seen. I pictured the two 
women in their embrace and my cock swelled in my pants. I 
looked down at the lump in my trousers and decided to do 
something about it. I went back into the house and picked 
up my bag. I headed for the stairs and hesitated. 

A thought crossed my mind and I wondered about going back 
into the kitchen and sneaking downstairs to Elena's 
apartment. I wondered if they were simply talking down 
there or if they had picked up where they had left off. I 
tried to picture what two women would do, but I had no 
reference point and couldn't. I could only picture them 
kissing and playing with their breasts.

I climbed the stairs and entered my room. I closed the 
door behind me and pulled off my clothing. I threw myself 
onto the bed and grabbed my cock. I thought about my 
mother and Elena, and I thought about Billy sucking on my 
cock, and I thought about sucking on his and Brian's 
cocks, and I erupted way too soon. 

I grabbed my jockeys and sopped up the mess. I had blown 
quite a load and my underwear were coated with the goo. I 
turned them inside out and dropped them onto the floor. I 
put my arms behind my head and lie there for a few 
minutes as I thought about my day. A lecture from the 
principal. A blowjob from Billy. A porn show from my 
mother and the maid. What a day!

My thoughts were interrupted by a soft rapping at my 
door. 

"Bobby? Are you decent?" My mother asked.

"Uh.. just a minute, mom. I'm getting dressed."

I pulled on a tee shirt and a pair of jeans and went over 
and opened the door. 

My mother looked at me searchingly. She smiled weakly and 
reached out to caress my cheek.

"Hi! Are we all right?" She asked.

"Yeah, mom. We're fine," I told her.

She looked past me and frowned. "Bobby! You know you 
shouldn't leave your clothes puddled on the floor like 
that."

She pushed past me and picked up my school clothes. She 
methodically searched through the shirt pockets and 
dropped it into the dirty clothes hamper. She picked up 
the trousers and re hung them in the closet. I watched as 
she looked around and spying my underwear she walked over 
to get them. 

I suddenly remembered their condition and opened my mouth 
to stop her, but she had already picked them up. I 
watched as she took them to the hamper. She was about to 
pitch them into the basket when she stopped and took a 
closer look at them. Suddenly, she smiled and glanced 
over at me. I felt the blood rush to my head and there 
was a roaring in my ears. She dropped the briefs and 
walked over to kiss the top of my head.

I watched as she walked out of my room without saying a 
word. Secrets were piling up between my mother and I.

I sat down to do some homework while awaiting dinner. I 
had difficulty concentrating. I wasn't thinking about 
girls though. I was thinking about my mother. I was 
growing accustomed to living with a perpetual erection. I 
wondered if other boys were faced with the same situation 
and how they dealt with it. 

I was sure that there were other boys with mothers as hot 
as mine. And, they had probably been in compromising 
situations such as I had found myself in earlier today, 
but how did they maintain their sanity? I would work hard 
at doing just that. I found that if I read aloud, I was 
forced to concentrate. I had been doing this for a while 
when I felt someone watching me. I turned and found my 
father staring at me through my half open door. 

"Uh.., hi, dad," I said, feeling uncomfortable.

"What the hell are you doing?" He asked me and walked 
into my room. He picked up the book I had been reading 
from.

"Arithmetic? Who reads aloud from a math primer?" He 
asked and looked at me as though he didn't recognize me.

"I, uh..., I read out loud when I have trouble 
concentrating," I told him.'

"Oh? And have you been having trouble concentrating of 
late?" My father asked and took a sheet of folded paper 
from his breast pocket.

He dropped the paper in front of me and I recognized my 
school's logo at the top. It was my report card. I hadn't 
realized that it was that time already. No wonder 
Principal Donner had noticed my performance. I sighed and 
looked up into my father's dark brittle eyes. My father's 
passion was education. Even though he was now a 
businessman, his heart was still that of a professor's. 
My father had never struck me as I grew up, but I had the 
feeling he wanted to. I bowed my head and stared at the 
desktop.

"I think, perhaps, that you should stay in your room this 
evening and practice your concentration. Don't you?"

"Yes, father," I replied meekly.

"And," he continued, " I think it would be a good idea if 
you did this for the next two weeks. Don't you?"

I glanced up quickly and saw the fire in his eyes. Two 
weeks! Two weeks of staying in my room and studying! What 
could I say.

"Yes, father," I replied.

"And, to assist you in doing this. I'll have Elena bring 
you your meals so that you don't waste time going up and 
down stairs. Does that sound like a good idea to you?" 

"Yes father," I replied and felt a lump building in my 
throat.

"Also, I think that you should make a point of coming 
straight home after classes so that you can get right 
down to studying. Doesn't that sound like a good idea to 
you?" My father asked and I could feel the anger 
reverberate in his voice.

"Yes father," I replied and felt a hot tear course down 
my cheek.

"Good!" He practically shouted as he turned and left the 
room. 

I heard him stomp down the stairs and I buried my face in 
my arms and let the tears flow freely. I couldn't stop 
crying of late. Everything made me weep. I cursed my 
hormones. It took a while to compose myself and I finally 
wiped my eyes on my sleeve and grabbed up my math book. I 
had new incentive now, and I would do my best to succeed.

There was a tapping at my door an hour or so later and I 
told whoever it was that they could enter.

The door swung open and I looked up to find Elena with a 
tray in her hands. I quickly shoved aside my homework and 
made room for the tray. The tray was piled high with 
roast beef sandwiches, frosty cans of coke, and a large 
slice of Dutch apple pie. She was trying to compensate 
for my exile from the supper table. I offered up a smile 
and noticed that she avoided looking at me. I quickly 
realized that she was embarrassed by what I had seen that 
afternoon.

"Elena," I said reaching out a hand. "I, uh... it's, 
uh..."

What could I say to alleviate her discomfort. That it was 
okay that I had watched her disrobe and suckle my 
mother's breast. That it mattered not that I had watched 
as my mother crushed her lips with a yearning kiss. 

"Thanks," I muttered. 

My father came into my room later and checked over my 
work. He grilled me on what I'd read and went over the 
math problems I'd done. He seemed to anger when he found 
nothing wrong. I suppose it was because it showed that I 
was capable of doing the work. 

I had decided to put away my books and prepare for bed 
when my mother appeared at my door. This night, she wore 
a pair of rose-colored silk pajamas. I could see the 
outline of her nipples as she approached to give me a 
good night hug and kiss. I was very aware of my mother's 
body now. The way she moved. The sway of her melon sized 
breasts. The way her buttocks worked as she walked away 
from me. I became aroused at the smell of her. 

She was only a head taller than me now and she couldn't 
fail but notice my erection as she pressed her body to 
mine. It seemed as though she hesitated for a second as I 
pressed into her and then I felt her body relax and press 
back into me. She held me for a moment longer than usual, 
but I didn't know if it was because she felt sorry for my 
punishment or if it was because she felt my cock pressing 
into her. I hoped it was the latter.

The door had barely snickered shut before I had whipped 
out my cock and thrown myself onto the bed in order to 
assuage my incestual urge. I flogged my cock as though my 
life depended on it. I closed my eyes and pictured my 
mother and Elena. In my mind, they went farther than they 
actually had. I pictured them both naked, fondling each 
other's breasts. 

Their mouths crushing together. The cum surged out of my 
cock as though shot from a gun. I watched as a stream of 
cum shot straight up and feared it might strike the 
ceiling, but it slowed and seemed to hesitate before 
plopping down onto my stomach. I giggled at my 
performance and then realized I had nothing to wipe 
myself with. I went to my hamper and brought out the 
already soiled underwear and added to its contents. 
Sated, I returned to bed and was soon dreaming of girls, 
young and old.

Billy handled the news of my 'grounding' with more sorrow 
than I. 

"Two weeks!" He repeated. "Are you sure he said two 
weeks?"

"It's only two weeks," I told him, frowning at his 
apparent distress.

"That sucks," he stated. "What am I going to do for two 
weeks?"

"What are YOU going to do?" I asked him and shook my head 
at my friend's lack of empathy.

"Ah, you know what I mean. If you're not around there 
won't be much to do. I'll have to put up with Brian."

"Yeah? And how are you and your brother getting along 
lately?" I asked. My question dripped with double 
meaning, but Billy didn't pick up on it.

"Ah, he's still an asshole. He's always giving me grief. 
Last night, I was trying to do my homework and he comes 
into the room and gives me a wedgie."

"Gee, must be tough," I told him. "At least you're not 
GROUNDED FOR TWO WEEKS!" I yelled at him."

"Oh, hey, I'm sorry. I know it must be hard being stuck 
in the house all alone with Elena and your mom!" Billy 
said and raised his brows.

"Oh, yeah. It's a lot of fun. Me up in my room studying 
and them down in the kitchen having an orgy!"

"Really?" Billy asked with a look of wonder on his face.

"You moron!" I said and walked out to the yard to enjoy 
the remainder of lunch period. 

Billy and I sat at one of the picnic tables and watched 
the other kids interact. My eyes wandered from girl to 
girl as I tried to find a suitable candidate for my 
youthful fantasies. My eyes kept returning to Judy 
Steiner. 

She was relatively tall for a twelve-year-old girl. She 
had long, straight raven colored hair. She was flat-
chested, but her ass was to die for. I had seen a number 
of other guys, including teachers, checking it out as she 
walked away from them. She had a pretty face with large 
brown eyes, a long thin nose, a wide mouth with full lips 
and a ready smile. 

I would not have called her a friend, but we would often 
talk about school projects and assignments. She rode the 
same bus as Billy and I. She must have lived near to us 
because she got on at the stop right after Billy's. 

Judy turned her head and saw me looking at her. Her smile 
broadened and she glanced down at the ground then looked 
up to see if I was still watching. I felt myself blush, 
but couldn't look away.

 One of Judy's friends followed her gaze and saw me 
sitting there grinning like an idiot. She quickly leaned 
into the circle of girls and said something, which caused 
them all to look over at me. They twittered like a group 
of hens and one of them gave Judy a slight push towards 
me. Judy looked over her shoulder and glared at the other 
girl. 

"What the hell's gotten into them?" Billy asked me as he 
noticed the gaggle of young girls watching us. 

"Looks like they like you, Billy," I told my dense 
friend.

"Ah, man!" Billy whined. "Stupid girls! Why can't they be 
more like guys?"

"Yeah," I sighed, "that would be a lot of fun."

I was steeling myself to walk over to the group of girls 
when the first bell rang warning us that classes were 
resuming. I looked over and saw the girls quickly moving 
towards the entry. Judy cast a quick glance over her 
shoulder to see if I was still watching and I gave her a 
weak smile. 

"Oh no!" Billy exclaimed. "Don't tell me you got the hots 
for Judy Steiner?"

I looked at Billy with astonishment. This was the first 
time that he had evidenced an understanding of current 
events. 

"Yeah? So what if I do?"

"Uh.. nothing I guess," he muttered discomfited by my 
accusing look.

"Man, she's really pretty and she's got a great butt 
too."

"Yeah? And with that long black hair and stuff she looks 
like your mom too!" 

"Wh... what?" I said and stared at Billy.

It had never occurred to me, but Billy was right. Judy 
was a youthful imitation of my mother. It jarred me. I 
followed the other kids into homeroom and took my seat 
for study period. I pulled out my books and tried to 
concentrate. Was Billy right? I asked myself. I couldn't 
believe that my desire for my mother ran so deep that I 
would be attracted to a young girl who resembled her 
slightly.

 I looked over at Judy who sat one row ahead and four 
seats to my right. I studied her profile and watched as 
she tossed her head causing her hair to sway like a 
pendulum. She must have felt my gaze because she glanced 
over and then quickly looked away. I saw the color rise 
in her cheeks and I too blushed. 

"Robert! Are you having trouble concentrating?" I heard 
Mr. Price ask from the front of the room.

Everyone looked over at me and most of them giggled. 

"No, Mr. Price," I said and buried my head behind a 
textbook.

The remainder of the day passed without incident and I 
was spared further embarrassment. Billy and I stood in 
line waiting to board the bus. I had deliberately dragged 
my feet and now Billy was agitated. We'd have to sit 
towards the front and behave ourselves. He didn't know 
that that was my intention. 

Judy usually sat towards the front and I was hoping to 
sit near her. I was realizing my first crush. I don't 
know if she was aware of my intent, but Judy kept 
glancing back to see if I was watching. I noticed her 
talking earnestly with her friends and they would also 
glance back. I knew they were talking about me, and only 
hoped it wasn't bad. 

We finally stepped onto the bus and waited for the kids 
in front of us to find seats. As the aisle cleared I 
looked for a vacant seat near Judy and as if on cue the 
girl sitting next to her got up and found another seat. I 
looked around nonchalantly and slid in next to her. Billy 
stood there with his mouth hanging open and then frowned 
and walked towards the back of the bus.

"Hi!" I said as I looked at Judy.

"Hi!" She answered and smiled.

I suddenly found my mind was a blank. I couldn't conjure 
up another word. I looked down and stared at my shoes.

"You're riding the bus now, hun?" Judy asked and I felt 
like hugging her for saving me from myself.

"Yeah. Well, it's kind of like a punishment," I whispered 
to her and quickly saw it was the wrong thing to say. 

"I see," she said and looked away.

"Uh... no I, uh... Judy, I uh..." I stuttered searching 
for something to say.

She turned and looked at me and saw my anguish. I saw the 
smile play at the corners of her mouth.

"But, I think I'll be riding the bus all of the time 
now," I said, trying to save myself.

"Cool," she said and smiled broadly. "My friends and I 
are going to the Shockley Mall later. Do you want to come 
along?"

"Ah, man," I groaned. "I wish I could, but I'm sorta 
grounded."

"Oh! For how long?"

"Two weeks!"

"Wow! You must have done something real bad?"

"Yeah, well my grades sorta were bad on our last report 
card," I said and felt like an idiot.

"I thought you always got good grades?" Judy asked. 

I was surprised that she had noticed. I felt a warmth 
suffuse my body and suddenly realized that I was getting 
aroused by her attention. I silently cursed my body. What 
if she noticed. I placed my backpack in my lap and hoped 
it would go away. Our conversation continued and we 
chatted about school and friends. Her stop came up and I 
struggled to let her pass. I stood up and let her slide 
by me. 

"Bye, Bobby," she said as she half turned to look at me. 

I started to say good-by when I was shoved from behind 
and I moved up against her. Her hand hung by her side and 
I felt it press against my erection. I saw her glance 
down and heard her gasp. Her eyes came back to my face 
and they were wide with surprise. I blushed and sat back 
down quickly. 

I looked out the window as the bus pulled away and saw 
her standing there looking back at me. She raised a hand 
and gave me a half hearted wave. A block later I watched 
a sulking Billy get off the bus. I looked out at him and 
waved, but he ignored me and turned down his street. I 
got off in the next block and headed home. 

My hormones pushed my emotions to the surface and 
suddenly I found myself crying once again.

"Stupid body!" I shouted and kicked a pebble out into the 
street. 

I stood on the porch and took in deep breaths to calm 
myself before going inside. I dried my tears and entered 
the house. I went up the stairs and threw my backpack at 
the bed. It bounced against the edge and fell to the 
floor. 

"What's that all about?" I heard my mother ask and I 
turned to find her standing behind me.

"Nothing, mom," I told her and hung my head.

"I can see that," my mother chuckled and put an arm 
around my shoulders. "Are you still mad about being 
grounded?"

"No, mom. It's... it's..." I tried to find the words, but 
couldn't bring myself to explain.

"It's just what?" My mother asked with concern in her 
voice.

Her arm pushed on me and she led us to the bed where we 
sat on the edge.

"It's just... just..." I searched and finally accepted my 
fate. "You remember what we talked about the other day."

"About your father and I?" My mother asked and blushed.

"Well, about guys and uh... you know, masturbation," I 
finally blurted out.

Mother looked at me and her face took on a look of 
understanding. 

"You mean about it being bad for you?"

"Well, sort of. Mom, I can't control it?" I hissed.

"Control what?" My mother asked not knowing what I meant 
by 'it'.

"My, my, thing. It's like it has a mind of its own," I 
lamented.

My mother burst into laughter and hugged me tight. She 
leaned into me and kissed the top of my head. I felt her 
hair brush against my cheek and her scent was 
intoxicating. I suddenly felt my cock rear up once again. 

"I can see that," my mother said and I realized she had 
notice my sudden tumescence.

I brought my hands to my lap and covered the bulge in my 
pants.

"See!" I nearly shouted. "It's always doing that. I can't 
think of anything without thinking about girls and stuff 
and then it gets... gets hard." 

"Oh, honey. It's perfectly natural," she said and placed 
a hand on top of mine. 

It was the worst thing she could have done. Her hand 
caused mine to press into my hard on and I felt it jerk 
beneath my palm. I started to groan and then clamped my 
mouth closed. I looked up and saw my mother looking down 
at her hand. 

I watched as she slowly pulled my hand away and revealed 
the telltale bulge. I watched her hand slowly reach down, 
and I felt the fleeting touch as she lightly ran her 
fingers along its outline. I groaned and looked up at my 
mother's face, but she didn't look back and continued to 
slowly run her fingers along my erection. 

My breathing quickened as the feeling of pleasure spread. 
Her fingers grasped my cock and she squeezed it through 
the material of my pants. Suddenly the memory of my 
mother telling Elena that she had needs surfaced and I 
fought the urge to stop her. I wanted her to do this. I 
wanted her to take my cock out and suck on it. I wanted 
her to do to me what she had been doing to my father. 

My mother suddenly pulled her hand away and stood up. I 
looked up into her tear filled eyes and watched as she 
turned and ran out of my room. 

I went to the door and watched as she ran into her room 
and closed the door behind her. I quietly made my way to 
her door and I pressed an ear against it. I could hear my 
mother sobbing from within. I tried the knob and the door 
opened. She had thrown herself across the bed and was 
hugging a pillow as she cried. Her face was turned my way 
and I watched as her lips quivered and tears welled out 
of her eyes. My heart broke. I felt that I had done 
something wrong. I walked to the side of the bed. 

"Mom?" I whispered.

She sat up suddenly and wiped at her tears.

"What is it, Bobby?" 

"I'm sorry, mom," I whispered as I felt the passion rise 
in my throat and my own tears began to flow.

My mother looked at me and frowned. She leaned over and 
pressed her head into my chest as she hugged me to her.

"Oh, Bobby. It's not your fault," she said. 

We stayed like that for several minutes until she had 
composed herself.

"Bobby," she said, as she held me at arms length, "I 
should never have touched you like that. It was wrong of 
me."

"Even if I wanted you to?" I asked her.

She hesitated for a moment at my question. "Yes. Even if 
you wanted me to do it."

"I understand, mom," I told her.

She pulled me close once again and whispered into my 
chest, "I guess we're just a couple of very frustrated 
people."

Just then a voice came from the doorway.

"Well, what's this? Is he complaining about his 
punishment?"

We both looked over at my father. I pulled away from my 
mother as the guilt rose up within me. I blushed thinking 
that he had heard what we'd said. My father mistook my 
coloring for guilt and admonished me.

"Son. I don't think you should play on your mother's 
sympathies. You're going to have to do your punishment. 
It's only two weeks after all. If you wish, you can join 
us for dinner instead of having your meal brought up to 
you."

"Thanks, dad," I told him and went back to my room.

Studying now became impossible. I went to dinner and we 
ate in silence. A pall hung over our house. A cloud of 
quiet despair. I returned to my studies and worked 
through the math. My mother came up early and said she 
was tired. She brushed the hair from my forehead and 
gently kissed me there. 

I finally gave up on my studies and prepared for bed. I 
washed and brushed. I lie in bed and tossed restlessly. 
It was the first time in weeks that I had no interest in 
jerking off. My mind kept straying to my mother, but not 
in a sexual way. I was worried about her, but I was too 
young to know what to do.

The next few days were uneventful. My parents had to 
attend a fund raiser and a ballet. Elena was starting to 
talk to me again; unlike Billy who had yet to get over my 
interest in Judy Steiner. I sat with her on the bus to 
and from school and we shared a table at lunch. 

Billy avoided us like the plague. I would notice her eyes 
wander to my crotch when she thought I wasn't paying 
attention. On the second day that we shared lunch, her 
attention caused my cock to rear its swollen head. I 
found that I couldn't reach down to adjust myself and it 
stuck out at a pronounced angle. 

I saw Judy's eyes light up when she caught sight of it 
and I feigned interest in a loud conversation to my side 
so that she would have ample time to study it. I watched 
as she fidgeted in her chair for the remainder of our 
lunch period. I wondered what happened to girls when they 
became aroused. 

As I walked up to the front door that afternoon, I made a 
decision to ask my mother. We had shared so many things 
lately that I figured one more wouldn't hurt. I searched 
the house and found her and Elena in the washroom sorting 
and folding clothes. They both greeted me warmly and I 
sat to watch them work.

"Shouldn't you be studying?" My mother asked half in 
jest, trying to imitate my father's deep voice. 

"I'm sorry," she said, "that wasn't fair to your father."

"Yeah, but it was funny," I chuckled.

"How is your studying, Roberto?" Elena asked and was able 
to meet my eyes for the first time since 'the incident'.

"Okay, I guess," I told her. "I just need to concentrate, 
that's all."

"Ah," Elena said with a smile, "your madre says that you 
have the girls too much on the mind, non?"

"Yeah, I guess," I said with a goofy grin.

"Perhaps, you are thinking of Judy Steiner too much, 
non?" Elena added with a knowing look.

My mother and I both looked at her. My mother with a 
question on her lips and I in wonder at her knowledge.

"I am a good friend of Maria their maid. She says that 
miss Judy tells her about the handsome young Roberto and 
how he has become interested in her," Elena told my 
mother and they shared a grin at my expense. 

I sat and put up with their teasing until my mother 
finished and then I followed her into the living room 
where she sat and picked up the daily news. 

"Mom?" 

"What is it, honey?" she asked, not taking her eyes off 
of the paper.

"Ho... how do you know when a girl is uh... uh, aroused?"

My mother put down the paper and blinked. She looked as 
though she doubted what she'd heard.

"Bobby, I... I... Well, what do you mean?"

"Well," I looked at the floor as I spoke, being unable to 
meet her gaze, "you know how we talked about my uh... uh 
thing always poking up. Well, I just wondered, what 
happens to girls when they uh, they get, uh..."

"Aroused?" My mother supplied. 

"Umm, yeah. Aroused."

"Well, unfortunately for the males of the species and 
fortunately for the females, we exhibit very few outward 
signs of arousal, Bobby."

"None?" I asked in exasperation."

"Well, the pupils dilate a little, and the breathing gets 
a little labored, and sometimes a little sweat appears 
over the upper lip, but overall that's about all you can 
see unless the woman is naked at which point the nipples 
might be erect and her genitalia might be swollen." 

I was stunned by my mother's forthrightness and stood 
speechless.

"Why do you ask?" 

"Well. I noticed a girl doing a lot of fidgeting in her 
seat and wondered if that was a sign or maybe she just 
needed to use the bathroom," I rambled.

My mother chuckled at my statement. "Well, yes. That 
could very well be a sign, but there would have to be a 
reason for her to be uh... aroused. Was there?" 

"Well let's say that a guy had a uh... a uh... erection," 
I started and swallowed at the lump in my throat. "And, 
this girl noticed it. Would that cause a girl to become 
aroused?"

"It might," my mother whispered and stared at my face.

"Bobby, I want you to be very careful," she said.

"Mom?" I asked, wondering what she meant.

"Well, it sounds to me like you're having some very 
curious thoughts about girls and sex and I don't want you 
getting into some very serious trouble."

"Gee, mom," I blushed, "I was just wondering."

"Well, as long as that's all it is, but if it ever goes 
beyond that I want you to use some common sense, young 
man," she said and tousled my hair.

I rolled my eyes and left her sitting there. I turned as 
I was about to climb the stairs and found her staring at 
me with a look I'd never seen before. I smiled at her and 
went up to do my penance.

The evening went without event. My 'grounding' was 
becoming old hat. I studied. I ate. I pondered. I studied 
some more, and then I went to bed. My father would come 
in and look over my work and question me on my reading. 
He wondered why I had allowed my grades to decline if I 
was able to retain so much. I kept promising him that 
they would improve, and I had to renew the promise every 
night. 

I heard my father call down to my mother and say he was 
going to bed. They said their good nights and I too got 
ready for sleep. I used the bathroom and then crawled 
into bed. I lie back and actually thought about school 
work. I was beginning to drowse when I heard my mother 
using the bathroom. I heard the shower come on and I 
pictured my mother washing herself. 

The inevitable happened and I reached down to feel my 
hardening cock. I stroked it slowly as I listened to the 
water running. I pictured her washing her large breasts 
and her long legs. I wondered what her pussy looked like. 
Was it like the ones in the magazines. Did she trim her 
hair or let it grow. All the while, my hand worked up and 
down my shaft. 

I enjoyed the slow deliberate stroking. The way it 
prolonged the pleasure and added to the final mind 
bending orgasm. I heard the shower stop and I too 
stopped. I decided to wait until she had looked in on me 
and gone on to bed before finishing up. I didn't want to 
be interrupted at the wrong moment, which had happened 
before. 

I heard the bathroom door open and then I closed my eyes 
as mine slowly came ajar. 

"Bobby?" My mother whispered. 

I sensed her approach the bed and suddenly my heart beat 
faster. Would she dare repeat her actions of the previous 
week. Would her hand seek out my cock and gently stroke 
it until it spat out its gooey load. I waited with bated 
breath. 

"Bobby?" She whispered again and I felt her hair brush my 
face as she bent down to study it. 

I felt her hand on my shoulder and I thought she was 
going to shake me awake, but then it slowly slid under 
the sheet. Her hand stopped as it touched my nipple and I 
felt her fingers play teasingly with it. 

I was amazed that it could feel so good. I thought only 
girls had feelings in their nipples. Her hand continued 
down across my stomach and finally reached my cock. Her 
breath caught in her throat as she felt its warm and 
swollen condition. Her hand circled the shaft and she 
stroked it up and down. 

It didn't appear as though she was concerned with waking 
me up so I opened my eyes. Her hair was draped about my 
face and her face was in deep shadow. I couldn't tell if 
she was looking at me or even if her eyes were open. I 
watched as her face slowly lowered and felt her lips 
gently brush against mine. 

My heart leapt in my chest and it began to madly race. My 
cock jumped in her hand and I felt her hot breath on my 
face. Her lips returned to mine and this time she pressed 
hard against my mouth. 

I felt her tongue press against my lips and let it slip 
past my teeth. It rubbed against mine and felt like an 
animal was loose in my mouth. Nerve endings I didn't know 
I had fired off messages of pleasure to my brain. I 
stored the information for future reference. 

My mother's hand clutched at my cock as we embraced and I 
feared she might pull it out by the roots. Her grasp 
suddenly eased and her hand moved away. I felt the sheet 
being pulled from my body and knew where the hand had 
gone. My mother pulled her face from mine and she turned 
to watch my cock being unveiled. Her hand returned to it 
and she moaned as she caressed it. 

"Such a nice cock, Bobby," she muttered and I felt like 
saying 'thank you'.

I watched as she dropped to her knees and lowered her 
mouth to my cock. I groaned as I felt her mouth capture 
the head and arched my body. Her mouth descended onto me 
and my cock slid into her mouth. 

"Ummmm," she muttered as she pulled her mouth off and 
then bent down to do it again.

I watched in awe as her head moved up and down on my 
cock. Here was the woman of my dreams and she was making 
those dreams come true. I almost groaned in despair as 
she rose to her feet. I thought that she had once again 
been overcome by guilt, but I gasped as I watched her 
nightgown slip off of her shoulders. There was enough 
light coming from the windows that I could see her body 
well. I sought out every curve and burned it into my 
memory. She was even better than the playmate I had 
compared her to. 

My mother placed a finger to my lips and whispered that I 
must be quiet. I nodded, but don't know if she saw me. 
She slowly climbed into bed with me and straddled my 
body. I felt an incredible warmth surround my cock and 
realized that I was in her. I was so excited that my body 
trembled. I was unable to describe the feeling, the 
grasping moistness, the enveloping warmth. 

Her body began to slowly move. She raised and lowered her 
hips and I felt her cunt slide along my length. She 
reached down and sought out my hands then brought them up 
to her breasts. My mind shifted from my cock to my hands 
as I felt her large, firm melons. I sought out her 
nipples and rubbed them with my fingers. She moaned and 
then bent down and pressed a nipple to my mouth. I 
grasped it between my lips and sucked. 

"Ohhh," she gasped.

"Run your tongue around it," she coached. 

I squeezed her breast in my hands and sucked and nibbled 
on the nipple. I felt an urgency in her hips and she 
pressed down onto my pelvis. She pulled her breast from 
my mouth and replaced it with her lips. I opened my lips 
this time and sucked her tongue into my mouth. 

She moaned and then I felt her body shudder. Her hands 
clasped my shoulders and she pushed herself into a 
sitting position. Her pelvis jerked against mine and she 
sucked in a noisy breath. I watched as she pressed a hand 
to her mouth and could barely hear a whine explode from 
her throat. She jerked back and forth as though she were 
being shocked and I watched in wonder at my first female 
orgasm. 

I felt a surge in my chest as I realized that I had 
caused this in her. My cock had brought her satisfaction. 
A cloud passed over my eyes as my mind spun into ecstasy. 
I felt my cock expand and then felt it spew its load into 
my mothers waiting cunt. 

She groaned as she felt me splash inside of her and 
pressed a hand across my mouth. I clenched my teeth and 
it was my turn to shudder and jerk. I arched my back and 
pressed my cock hard against her. She sat there and let 
my orgasm subside. Finally, she bent down and gave me a 
peck on the lips then climbed off of me. 

"Where are your shorts?" She asked.

"What?" I asked her in turn.

"Your shorts. I need to wipe myself," she informed me.

I almost laughed at the realization that my mother knew 
me so well. I felt around and found them under my back. I 
gave them to her and she squatted and did her best to 
clean up. She brought her hand to my cock and attempted 
to wipe it also. My cock responded to her and started to 
rise. She stopped and I heard her chuckle. 

"Not tonight, mister," she said, but I don't' know if it 
was to me or my cock.

She bent down and kissed me on the forehead. A strange 
sign of intimacy after what we'd just experienced.

"Thank you, Bobby," she whispered.

I found myself to be speechless and I watched her leave 
my room and close the door. There was a strange odor in 
my room. A very primal scent. It was the smell of sex and 
I breathed in deeply. I closed my eyes and fell into a 
deep sleep.

I didn't see my mother at breakfast the next morning. I 
hoped that she wasn't feeling bad about what we'd done. I 
couldn't help but feel elated. It had been the most 
amazing thing of my young life. I had slept like a log. 
Now, I couldn't help smiling. It was infectious and Elena 
also broke into a smile as she served up my French toast.

"You are maybe thinking of miss Judy?" Elena asked with 
what she thought was a knowing grin.

"No, Elena," I replied, "I was thinking about you."

"Oh, Roberto!" She cried out gleefully and playfully 
slapped my arm. 

I noticed how flushed she had become. This had been the 
first time I'd ever engaged in teasing banter. I felt a 
sudden rush myself and my pants bulged in response. I was 
beginning to think that there must be a little sign that 
popped up over my head every time I popped a boner, 
because it seemed that every time it happened people 
would automatically look down at my crotch. 

I saw Elena's eyes widen as she perceived the growth in 
my trousers. Her reaction was not what I would have 
imagined. Her right eyebrow moved up and a strange smirk 
appeared on her lips. She was wearing a loose pair of 
pants, which did nothing for her shapely ass, and some 
sort of flowered shirt with a scoop neck. 

"You should not tease a woman, Roberto," she told me as 
she leaned onto the table and looked into my eyes.

I could tell she was teasing also. My eyes moved down 
slightly and I noticed that her blouse hung loosely and I 
had an unobstructed view of her small unfettered breasts. 
My eyes jumped back up to look at her face. I wondered if 
she had done it on purpose. I felt the warmth of a blush 
suffuse my face and then Elena laughed gaily and pushed 
away from the table. She disappeared down the stairs and 
I was left alone with my breakfast and my erection. 

I wondered if I should tell Billy about seeing Elena's 
breasts. He would probably go insane. Elena was the only 
female that Billy ever talked about. His infatuation was 
almost embarrassing. Whenever he came over to see me, he 
would sit in the kitchen and moon over her. 

I have to admit that she was an attractive young woman. 
In her mid twenties now, she had blossomed from the thin 
young‚ migr‚ my parents had hired into the shapely, 
fashionable person she now was. She was barely taller 
than I. She had that fantastic rear end that Billy loved 
so much and that had started catching my attention of 
late. She was small breasted. There were girls in my 
class that appeared to have larger breasts. However, I 
could now attest to the fact that she had marvelous 
nipples. 

The image was burned into my mind. Small aureole and 
nipples, but dark as chocolate. I found this fascinating. 
I hoped to see them again and I would be on the look out. 
She had a marvelous head of hair, that even my mother 
envied. It hung to within inches of her waist, and if 
left untied, it would cover her entire back as though she 
were wearing a mantilla or something. 

Her features were far from plain. She had piercing dark 
eyes; full eyebrows; a nose that flared slightly; and a 
generous mouth with full bottom lip. She hardly ever wore 
makeup, and the few times she had, I had been riveted.

I got up from the breakfast table and grabbing my book 
bag I let my erection lead me out the door. There was 
still no sign of my parents. I let myself out and walked 
down to the main road to await the bus. I took a seat 
towards the front, there were only a couple of other kids 
who lived beyond me, but none were in my grade. 

Billy got on at the next stop and grudgingly took the 
seat across from me. His annoyance at me was slowly 
dissipating. Judy got on at the next stop and she slid in 
next to me. I caught Billy rolling his eyes.

I found Judy easy to talk to. She had an unnerving manner 
of looking you in the eye when she talked to you. It gave 
me the feeling she could see right through any bluster 
you might try to put forth. I was surprised when she 
brought up Elena. Judy hadn't known that her maid's 
friend was in fact our maid. I hadn't ever thought of 
Elena as a maid. 

Her only task was to keep our kitchen and prepare our 
meals. Something neither of my parents wanted to do. We 
had a 'maid brigade' who came in once a week to clean the 
rest of the house. 

I asked Judy how she'd found out and noticed that she 
blushed slightly. She told me that Maria had mentioned to 
her that it was sad that I had been grounded. I suddenly 
got the feeling that her interest in me was probably 
fueling some teasing in her own home. We arrived at 
school and Judy went over to her friends while Billy 
joined me as we went to our home room. He said he wanted 
to talk to me at break time and could we meet in the 
boy's bathroom. I told him yes and wondered about his 
request throughout the first two periods.

The recess bell rang and I took my time putting my books 
away. I figured I'd let the other boys do their thing 
before meeting with Billy. I got there and Billy was 
standing at a urinal. I took the next one over and pulled 
my cock out. Billy's eyes moved down and watched as I 
emptied my bladder. I don't think he realized what he was 
doing, but I watched as Billy's tongue wetted his lips. 
An older boy came out of a stall, washed his hands, and 
left. We were alone now.

"What is it?" I asked Billy as I shook the excess pee off 
my cock, which caused it to harden slightly.

"It's about Brian and me," he whispered even though there 
was no one around to hear him except me.

*

The memory of my last encounter with Brian came to mind 
and my cock swelled to hardness. Billy had his small cock 
in his hand also and was slowly stroking himself. He 
nodded to the last stall and we both moved inside. Billy 
sat on the toilet and opened his mouth. I had no doubts 
about what he wanted and I slid my cock into its warm 
interior. 

Billy was like a mad man. His mouth bobbed and twisted on 
my fat cock as his tongue did a dervish around its head. 
I looked down and noticed that he was stroking his own 
cock at the same time. This was something new. I felt the 
surge in my balls as my body prepared to plant its seed. 
I reached out and put my hands on his shoulders to steady 
myself. Billy moaned in response. A moment later, my body 
was shaking and I was straining not to make any loud 
noises. My knees shook and I pressed my cock deep into 
his mouth. Billy swallowed and swallowed again. 

Suddenly, Billy pulled his mouth from my cock and let out 
a loud moan. I looked down just in time to see a watery 
spurt of cum jump from the end of his cock. It rose up 
between us and seemed to hang for a moment then it fell 
and splattered onto his pant's leg. He pumped his cock a 
few more times and also bent forward to take my cock into 
his mouth once again. He licked and sucked on my slowly 
deflating cock as though it was a piece of candy. A 
thought formed in the back of my mind. 

We finished our sex game and put ourselves together 
again. Billy tried hard to blot out the sticky spot on 
his pant's leg.

"What about Brian and you?" I finally asked, remembering 
why we were there.

Billy looked up quickly and had a strange look on his 
face.

"Brian did something to me last night," he whispered.

"That isn't anything new," I responded, "you said that he 
likes to play games with you."

"Yeah, but this was something different," Billy said. 

I wondered what else they could be doing and why Billy 
didn't just come out with it.

"Are you going to tell me, or not?" I asked him.

Billy looked around again as though to make sure no one 
had magically appeared.

"He did it to me in the butt!" He whispered loudly.

"In the butt?" I almost shouted.

"Shhhhh!" Billy hissed and looked around frantically.

"In the butt?" I repeated, but kept my voice low.

Billy nodded his head vigorously.

"Man," I said, "didn't that hurt?"

"A little at first," Billy told me. "He used Vaseline so 
it wasn't too bad."

"Why'd you let him do that?" I asked, unable to fathom 
the act.

"He's been bugging me about it a lot lately," Billy 
informed me. "Last night he said he wouldn't suck me off 
again unless I let him do it."

I tried to imagine someone putting their cock in my ass, 
but I couldn't. Even if I was told that I'd never have 
sex again, I didn't know if I could do that. Then, I 
thought about putting my cock up someone else's butt and 
I got a strange twinge in my groin. I suddenly remembered 
my mother sliding down onto my cock the previous night 
and how amazing that had felt. I wondered if a butt would 
feel the same. I suddenly got a guilty feeling as I 
wondered if Billy would let me do it to him like Brian 
had.

"What'd it feel like?" I asked him with renewed interest.

"Well," Billy said as he thought back, "the first 
time..."

"The first time?" I interjected.

"Yeah," Billy nodded, "we did it twice."

"Go on," I encouraged him.

"The first time," he started again, "it sort of burned 
when he pushed it in and it felt like I was having a 
Charlie horse in my asshole or something. I told him to 
take it out, but he told me to relax and he kept it in 
there. He just held it still like and waited for me to 
relax. 

The pain wasn't going away, so I tried to push him out, 
but when I did that it seemed to feel a lot better. So I 
did it again and suddenly his cock slid all the way in. 
He started pumping in and out, and after a while, the 
burning feeling went away too. Then, he started pushing 
hard into me and his cock started bumping something that 
made me feel really good."

"It did?" I asked incredulously.

"Yeah!" Billy said and nodded. "I got this funny feeling 
in my cock and it got all stiff and stuff. Then, a little 
while later, the feeling got really intense and I started 
shooting all over the bed."

"Without jerking off?" I asked in wonder.

"Yeah!" Billy said and nodded again. "Brian kept fucking 
my ass and the feeling never went away. My cock kept 
getting hard and I shot off three times the first time we 
did it."

"Three times?" I repeated.

Billy merely nodded.

"What about the second time?" I asked in my hunger for 
knowledge.

"Right after Brian went to bed. I was still awake and he 
told me to roll over. He put my legs over his shoulder 
and shoved his cock in from the front." 

I had trouble picturing this, but didn't ask for more 
detail.

"This time, it didn't hurt as much when he put it in and 
the good feeling started right away."

"Did you shoot again?" I asked.

"Yeah," Billy smiled, "but only once because Brian didn't 
last too long that time."

"How do you feel now?" I asked him.

"A little sore," Billy told me.

We stood there silently for a minute. I didn't know what 
else to say and Billy had no more to tell.

The bell rang and we both jumped in place and then we 
laughed. We left the bathroom and went back to our 
homeroom. I gathered my books and went off to my next 
class. My mind was filled with weird thoughts and images.

"Bobby!" I heard someone say, and I could tell it wasn't 
the first time my name had been spoken. 

I looked around and found Judy walking along side me as 
we entered the classroom.

"I didn't see you at recess," Judy said.

"Yeah, Billy wanted to tell me about his brother giving 
him a hard time," I told her and almost broke out 
laughing as I realized what I'd said.

"That's too bad," Judy empathized.

"Yeah," I agreed and went to find my desk.

*

The remainder of the day went without event. Billy even 
condescended to sitting with Judy and I at lunch. I 
almost squirted milk out of my nose though when she told 
Billy that I'd told her how Brian was giving him a hard 
time. Billy blushed and looked at me with a hurt 
expression. The conversation continued and he realized 
that I hadn't told her what had actually happened and he 
relaxed and enjoyed her concern.

It was Friday and I wasn't looking forward to spending 
the weekend ensconced in my room. My mood shifted as we 
rode the bus home. Judy picked up on my mood right away 
and reassured me that my penance would be over before I 
knew it. I gave her a weak smile as she got off and waved 
good bye. 

Billy slid into the empty seat and commented on how Judy 
seemed to be nice. I looked at him with a stunned 
expression. He laughed and punched me in the arm. His 
stop came and I leaned into him and whispered, "Remember 
to sleep on your back!" 

Billy stuck his tongue out at me as he walked off the 
bus. 

I got off at my stop and slowly walked up our circular 
drive. As I approached the house, I noticed my father 
standing on the porch. I wondered what he was doing home 
so early in the day.

"Hi, dad," I said as I climbed the front stairs.

"How was school today son?" He asked me.

"Okay," I told him, "sort of like any other day I guess."

"Bobby," he said with that serious voice that meant I 
probably wouldn't like what was coming next. "I want to 
talk to you about your punishment." 

I stood before him and felt the apprehension wash over 
me.

"Yes, sir," I replied.

"Well," my father said as he gathered his thoughts. "I 
know you've been working very hard this last week and 
I've come to realize that you are perfectly capable of 
maintaining good grades."

"Yes, sir," I agreed and thought that this didn't bode 
well.

"I've spoken to your mother," he continued and I suddenly 
had visions of military academies or private tutors. 
"And, she's agreed with me on this matter."

"Yes, sir," I nodded and wished that he'd get to it.

"I've decided to end your punishment with one condition," 
he told me.

"Yes...huh?" I faltered. I quickly replayed what he'd 
just said and stood there confused.

My father smiled at my reaction. 

"Bobby," he started in a sterner tone. "I want you to 
promise me that there will be no more slacking at school 
and that you will do your school work to the best of your 
abilities. I've decided to put my trust in you, son. Your 
mother feels that you're old enough now and I think she 
may be correct."

I felt a welling of emotion and was afraid my hormones 
were going to make me cry.

"I promise, dad," I whispered through an emotion choked 
throat.

"This doesn't mean I'm going to stop checking on your 
work. I realize that I have been remiss as well and I'm 
going to correct that error," he told me in a stern voice 
and looked away as though he too was afraid to show 
emotion.

"I'll do my best, dad. You can trust me," I told him.

"I hope so, son. I certainly do. Let me warn you 
however," he suddenly added, "that any further back 
sliding on your part will result in an escalation in 
punishment."

"Uh...yes, sir," I nodded. I'd never heard that word used 
before except when people talked about hostilities and I 
wondered if he meant he was going to beat me or 
something. I decided not to find out.

"Good!" He exclaimed, then he lay a hand on my shoulder 
and pulled me along as we entered the house. "I think 
this calls for a celebration. How about an ice cream?"

"Sure," I said and beamed up at him. Desserts were a rare 
treat in our house and anytime we had some it usually 
marked a special occasion.

We went to the kitchen and found my mother sitting and 
talking to Elena. Both of them stopped and stared at us 
as we walked in. It was unusual for my father to show 
affection in this way. I noticed the two women exchanging 
looks of wonderment and smiles.

My father started rooting around in the freezer section 
and then Elena shooed him away and said she would take 
care of the serving. We sat around and watched as she put 
together a massive banana split with vanilla ice cream 
and chocolate and butterscotch toppings. We had to wait 
as she whipped some cream and then added chopped nuts. 

She finally placed her creation before us and handed out 
long handled spoons. My parents insisted she join us and 
we all dug in with gusto. The conversation moved from 
subject to subject without any common thread. We listened 
as my father reminisced about the soda fountains of his 
youth. 

My mother spoke of going to the mall as a young girl and 
finally, Elena described how her family used to sit 
around on weekends and everyone would take a turn at 
cranking the ice cream maker. I said I remembered that, 
as a young boy, the maid made this marvelous banana split 
and my family gathered around to eat it. Everyone laughed 
and I thought I saw a tear in my mother's eyes.

It turned out that my father had been home early because 
he and my mother had to attend a gala affair down in San 
Francisco and they'd be gone until the next afternoon. 
They left as soon as we had finished the delicious 
concoction. I waved good by to them and went back in to 
the kitchen.

"Your papa was in a very good mood today, Roberto," Elena 
said as I sat and watched her clean up after us.

"Yeah," I agreed, "I wonder why?"

"Maybe it had something to do with your parents sleeping 
late this morning," Elena supplied and I was shocked to 
see her waggle her eyebrows.

I sat there stunned. Elena had never said anything about 
my parents' personal lives, and she certainly had never 
said anything to me that included any kind of sexual 
innuendo. I was at a loss. I wondered at this new 
attitude she had. I had a feeling that the little tryst 
that I had interrupted between her and my mother had 
opened up a new level of understanding between us.

"Do not be so surprised, Roberto," she chastised me. "I 
know that you are not a stranger to this, non?"

"After all," she added with a strange look on her face, 
"I help your maman with the laundry. I see your underwear 
and now your sheets. A person can tell a lot from such 
things."

It felt as though my face were on fire. I think if I 
would have had a mirror handy that I would have been 
surprised at how red I was.

"Elenaaaa!" I whined in a low voice.

She laughed slightly at my discomfort and came and sat 
next to me.

"Roberto!" She said and took one of my hands in hers. "Do 
not be ashamed of these things. It only means you are 
becoming a man. I remember at your age, my brothers were 
always trying to get me to take my clothes off. They 
would wave their 'puchacas' at me and ask me to help 
them."

"Puchacas?" I said, even though I thought I knew what she 
meant.

"You know," she said and looked down at my crotch. "Their 
'puchacas'."

"Oh!" I said. "Weren't you too young to do that stuff?" I 
asked her.

"Ah," she said and shook her head as she thought back to 
her youth. "In my country, we learn about these things at 
a very young age. A lot of girls get married when they 
are only thirteen. I was lucky to be taken away by the 
Moreno's." 

The Moreno's were the family that had brought her to the 
U.S. He was some type of diplomat and had lost his 
posting due to some scandal. I never knew how my parents 
had wound up hiring her. I also suddenly wondered what 
Elena did for sex. She didn't drive and I never saw 
anyone come to pick her up. She would sometimes take her 
bicycle for a ride, but she was never gone for long. All 
of these thoughts had a very obvious effect on me, which 
did not go unnoticed.

"Ah," Elena said, "you want Elena to take care of your 
'puchaca' also I see."

'Wh-what?" I said and suddenly realized what she'd said. 
I looked down and saw my erection poking at my pants. I 
looked at Elena and she was looking at it as well. She 
had a strange, hungry look in her eyes.

"N... no," I stammered and then saw the look of loss on 
her face. "I... I mean uh... it's uh..."

I didn't know how to respond. Of course I wanted her to 
take care of my cock, but it's not something you say out 
loud to someone. It's one of those fantasies that roam 
around in your head when you get aroused by someone. You 
think about how you'd like to fool around with that 
person. Now, here I was totally confused. Had Elena just 
made an offer or was she just kidding around. I had a 
feeling that whatever I said would be the wrong thing. 
Elena took the choice away from me when she spoke again.

"Your maman says that you have a very nice 'puchaca'," 
Elena whispered.

"My mother!" I almost shouted. 

"Si!" Elena said and looked up at me and smiled. "She 
says that you could make me happy."

I sat there in shock. My cock throbbed in my pants as I 
let her statements sink in. My mother had told her about 
our little adventures, and she had apparently encouraged 
Elena to do the same.

"My mom said that?" I finally eked out.

"Si!" Elena simply answered.

I watched as she slowly slid out of her chair and went 
down on her knees. She tugged on my leg and I turned in 
my chair. Elena looked into my eyes as she reached out 
and spread my legs. Her hands fumbled at my crotch and I 
felt my zipper being tugged down. I was in a dream world 
as I watched her. It was as though I was someone else 
watching this happen to me. 

I felt Elena's hand wrap around my cock as she carefully 
pulled it from its confines. She muttered something in 
Spanish as she looked at it standing up proudly. The next 
thing I knew, she was leaning forward and her mouth was 
descending onto my stiff member. 

I couldn't stop my legs from shaking. This was too much 
for me. It would probably be something that I'd dream 
about doing, but to have it shoved upon me like this was 
another thing. If she hadn't been so good at what she was 
doing, I probably would have pushed her away and run from 
the room in tears. It took a minute for my libido to 
finally take control of my body. 

Elena was incredible. Her mouth was like a machine. It 
was as though she could touch every part of my penis at 
once. It felt warm and moist. I looked down at the top of 
her laboring head. She had gathered her hair into some 
sort of knot, which was held together by a couple of 
colorful hair pins. They looked like chop sticks. I reach 
down and tug them both out. Her hair cascaded down across 
her left shoulder and my thigh. It almost reached the 
floor. She pulled off my cock and looked up at me.

"Just like a man," she said, smiling.

She stood up then and I felt a sudden loss. My cock was 
wet and glistening. The head was almost purple from the 
attention. I felt as hard as a post. I watched as Elena 
pulled her shirt up over her head. Her breasts came into 
view. They were dramatic with their dark brown aureole 
and nipples. Her hair fell forward like a beaded curtain 
and covered up most of her breasts. I could see the dark 
brown nipples pointing at me. My cock twitched and she 
chuckled lightly. 

She pulled at the string at her waist and her pants slid 
down to the curve of her hips. She made a couple of 
shimmy motions and they slid down and gathered at her 
ankles. She placed both thumbs into the waist band of her 
undies and pushed them downwards. I watched as her pubic 
hair came into view. I'd never seen a real cunt; only the 
ones in magazines. I remembered how my mother's felt as 
it engulfed me, but I hadn't actually seen it. 

She stepped out of her pants and undies and toed them 
aside. She placed her hands on her hips and held the 
pose. I studied her closely. I could see nothing at her 
crotch; only hair and I was disappointed, but not for 
long. She tossed her head and the curtain of hair parted. 
Half of it was tossed over her shoulder and her left 
breast came into view. She brought a finger up to my lips 
and pressed. My mouth opened and I sucked her finger in. 
She took out the moistened digit and then rubbed it 
around her exposed nipple. I watched in fascination as it 
hardened and extended. My cock seemed to have a life of 
its own as it bounced and throbbed.

"Mmmmm," Elena muttered as she watched my young cock go 
through its motions.

"It is hard to believe that you are only twelve, 
Roberto," she said.

I tried to say something, but my throat was dry. I 
watched as the same finger slowly traced the curve of her 
breast and continued southward. It slowly curved around 
her navel and continued on its way. It disappeared as it 
moved through her lush pubic hair, then I saw the tip 
pause for a moment and then it started to move in small, 
tight circles. Her other hand came into play and I 
watched as she used the index and middle fingers to part 
her pubic hair. Her cunt came into view then. Her cunt 
lips were dark, like her nipples, but there was a sliver 
of pink showing. I could see where her finger was toying 
with a small bump at the top of her cunt. 

I looked up and realized that she was studying my face 
and how I was reacting to her show. I tried to smile, but 
it felt like a grimace. Her eyes half closed and she 
moaned. My eyes went back down and I saw that she had 
spread her cunt lips open. There was a lot of pink now 
and moisture. I watched as her finger pressed past the 
outer lips and disappeared inside of her. She moaned 
again. 

I realized suddenly that my cock had been left unattended 
and I wrapped a hand around it. I began to stroke as I 
watched Elena perform, but she suddenly reached out and 
put a stopping hand on top of mine.

"Non!" She said and shook her head. "Wait."

I groaned inwardly as I took my hand away. Elena returned 
to pleasing herself and I watched in anticipation. Her 
finger was joined by a second and soon they were both 
pumping in and out of her. They made a wet, sucking 
noise, but I found it arousing non-the-less. I don't know 
how long she did this, but I watched closely the entire 
time and my cock remained as hard as ever. 

Elena stopped suddenly and pulled her fingers free. I 
could see that her labia didn't close up and that the 
pink part was still visible. I looked up at her face 
wonderingly. Her eyes were still half lidded and now I 
noticed that her lips appeared swollen. 

She reached out a hand and I took it. She pulled me to my 
feet and then reached for my belt. She unfastened my belt 
and unbuttoned my trousers, which caused them to slide 
down to my knees. She grabbed both sides of my underwear 
and pulled them down passed my hardened cock. It sprung 
back and slapped my stomach then bobbed and weaved 
between us. She gave a small push on my chest and I fell 
back onto the chair. She knelt before me and pulled my 
shoes, socks, and underwear, and trousers off of me.

She stood up then and I saw her chest swell as she took 
in a deep breath through her flaring nostrils. She put a 
hand on either of my shoulders and stepped forward, 
straddling my thighs. She watched my eyes as she lowered 
herself onto my rampant cock. I watched her eyes and saw 
them widen as I slowly entered her. She was very tight. 
Tighter than my mother. And hot, very hot.

I heard myself moan as she settled onto my lap and she 
smiled with her eyelids veiling her eyes. She moved her 
hips in a circle as though she was trying to settle 
herself, but I realized she was giving herself pleasure. 
My mind was like a sponge as I tried to see and feel 
everything she was doing. 

She placed a hand behind my head and then pulled my face 
onto her right breast. My lips parted and I sucked in her 
turgid nipple. I sucked on it and played my tongue across 
its rubbery hardness. She moaned and I felt her cunt 
clasp at my cock. She moaned even louder. I attacked her 
nipple like a hungry calf. Her hip motions increased. I 
moved my mouth to the other nipple and repeated my hungry 
suckling. 

Her motions were mostly forwards and backwards now. 
Intuitively, I slid forward in the chair, giving her 
greater access to my loins. She reached passed me and 
grasped either uprights of the chair. I watched as she 
bent backwards to the length her arms allowed. Her head 
was canted back and I could feel her lustrous hair 
rubbing gently against my shins. I looked down and could 
see where my cock entered her body. There was a good deal 
of moisture and my sparse pubis were dark and damp. 

I felt my body quiver and realized how near I was to 
cumming. She felt it too and her head came up and she 
stared into my eyes. I saw her tongue snake out and 
moisten her lips. She saw me watching and arched forward 
to press her mouth against mine. Her lips pressed hard 
against mine and her tongue pushed passed my teeth and 
into my mouth. Out tongues twined against each other as 
though they had minds of their own. She sucked the breath 
from me and then blew it back in. She repeated this over 
and over and I began to feel light headed. 

My hands grasped her waist then as I felt the familiar 
urgency in my loins. She continued to move back and forth 
and I pushed down on her hips to make the friction more 
intense. She moaned into my mouth. I felt the rush in my 
cock and then the inevitable explosion at its tip. 

My body went rigid and I groaned.

She groaned as well and the sound reverberated in my 
mouth. I twitched in ecstasy as I shot forth my seed. I 
don't know if it was the pulsing of my cock that did it, 
but she suddenly joined my in my dance. Our mouths 
remained pressed together as we both went through our 
separate jerks and tremors. 

Elena finally surrendered her possession of my mouth and 
I sucked in a deep, raspy breath. My orgasm had slowed to 
a few shudders as had hers. She leaned forward then and 
lay her head on my shoulder. I ran my hand up and down 
her arched back from neck to voluptuous ass. 

I was in a different place. The house could have been on 
fire and I wouldn't have noticed. I wondered if each and 
every one of my orgasms would become more and more 
pleasurable until I finally exploded. I took in a deep 
breath and let it out in a loud satisfied sigh. I felt 
Elena move her head and then I felt the warmth of her 
lips on my neck. Her mouth moved along the side of my 
face and then she was once again at my mouth, but this 
time she was gentle. 

"Ahhhh, Roberto," she sighed as she put her head on my 
shoulder once again. "You have made Elena very happy."

"I'm happy too," I said and winced at the sound of my 
tinny voice. It seemed so out of place.

She sat up then and looked at me. Her eyes were soft and 
gentle. She used her fingers to push the hair up off of 
my forehead, then she bent down and kissed it. I felt 
like a child that had been dismissed. I had a feeling she 
had made a decision. I had a feeling that we would not do 
this again. 

I felt a twinge in my chest and a tear came to my eyes. 
She bent forward and kissed my left eye. She said nothing 
as she slid off of my lap. She glanced down at my shinny, 
wet cock and breathed a sigh. She reached down and picked 
her clothing up off the floor. She held it in front of 
her and moved towards the door leading downstairs.

"Elena," I said and there was a question hidden in that 
one word.

She stopped and looked at me for a long moment.

"Perhaps, Roberto," she finally said. "Perhaps."

I don't know how long I sat there. The sky was starting 
to darken when I finally snapped out of it. I was 
chilled. I gathered all of my belongings and went out of 
the kitchen and up the stairs to my room. I looked at my 
alarm. Three hours had passed since I had come home. I 
tossed my gear onto the floor and flung myself onto the 
bed. I lie there, with my arms behind my head, and looked 
up at the ceiling. The past several days kept going 
through my head. 

I wondered if other young boys ever experienced these 
things. I thought about all of my friends and classmates, 
but somehow, I couldn't picture any of them fucking. I 
pictured Billy, but the only images that came to mind 
were of him on his knees and a vague impression of 
Brian's cock going in and out of his ass. I wondered, 
then, if fucking Billy would be as pleasurable as it had 
been with mom and Elena. I felt drowsy then and must have 
fallen asleep.

I felt a hand shaking me awake. I shook my head to clear 
it and looked around. Elena stood there. She was dressed 
and a tray was on my study desk. She had made me supper. 
I looked at the clock and it was eight o'clock. I looked 
up at Elena and saw her studying my naked form. She saw 
me looking at her and she suddenly blushed and turned to 
leave. I reached out quickly and grabbed her hand.

"Elena," I whispered.

She didn't look at me at first and only tried to pull her 
hand free, but then I saw her shoulders slump and she 
turned to look at me. I moved to one side of my bed and 
looked at her imploringly. Her mouth tightened for a 
moment and I thought sure she was going to turn and 
leave, but then her lips formed a weak smile and she slid 
into bed with me. Her lips sought mine out and she 
suddenly became the hungry animal I had encountered 
earlier.

*

I awoke the next morning to sun in my eyes. I had an arm 
thrown over Elena and she lie facing me with her hair 
half covering her face. I wondered what had awoken me and 
I glanced over at my alarm. It was nine o'clock. I was 
surprised. I hadn't slept this late in ages. I looked at 
Elena's sleep softened features and I smiled to myself. 

It was then that I heard it. Or rather them. Voices! And 
not just any voices, but my parents'. I shook Elena and 
she opened her eyes. She looked lost for a moment and 
then realized where she was; a smile played across her 
lips. 

"Mom and dad are here," I whispered urgently.

Elena whipped up into a sitting position and listened. We 
could hear my father's stentorian voice. Elena jumped out 
of bed and started pulling her clothes on. She dressed 
faster than I imagined possible. She stood there looking 
around for any tell tale signs. The sound of my parent's 
voices started getting louder as they climbed the stairs. 
Elena's eyes opened wide and she swallowed hard. She 
glanced around again and then spotted last nights dishes. 
She grabbed the tray and left the room. I buried my head 
in the pillow and awaited my doom.

"Oh, good morning, senor," I heard Elena say. "Diana."

"Don't tell me your serving him breakfast in bed?" I 
heard my father ask.

"Oh, non, senor," Elena replied. "These are last night's 
dishes."

"You had to bring him supper!" My father exclaimed.

I groaned inwardly. My father could be such a pain at 
times. I knew he wasn't going to let this one go, but 
Elena jumped right in there.

"Roberto came upstairs last night and never came down to 
eat, so I brought him a sandwich and a coke. He was so 
busy studying that he never thought about coming down."

I pressed my face harder into the pillow in order to 
squelch my laughter. I didn't hear what my father said. I 
heard no more voices and thought that I was safe. I 
rolled over and there was my mother, standing over me. 

"Well! Good morning, sleepy head," she said with a smile 
on her face. "Stay up late last night?"

"A little bit," I told her. 

She had a strange smile on her face.

"Well. You'd better get up before your father decides 
you've been laying around too long."

"Okay, I will."

My mother reached down and tousled my hair and then made 
to leave the room. She stopped in the doorway and look 
down the hallway to see if my father was around. He 
wasn't.

"Am I wrong," she said with a frown, "or is Elena wearing 
the same clothes she had on when we left yesterday."

"Uh...I uh... didn't notice," I told her.

She smiled broadly and left my room. I sank back down and 
let out a loud breath. I roused myself and got out of 
bed. I caught a glance of my bottom sheet and saw the 
large stain there. I hurriedly pulled the top sheet up to 
cover it. I was learning all about the drawbacks of sex 
now. I tugged on some pajama bottoms and went into the 
bathroom. 

My parents and I shared the same bathroom because the one 
attached to the master bedroom was being redone. It had 
been 'being redone' for half a year now. They kept firing 
the contractors for one reason or another. My mother made 
a habit of leaving her clothes hanging on every fixture 
in the bathroom. 

I turned on the water to shower and pulled down a pair of 
stockings and a black lace bra that she had draped over 
the shower curtain rod. I held the bra in my hands and 
pictured her breasts fitting inside of it. My much abused 
penis started to respond to my thoughts. I quickly put 
the bra down and jumped into the shower. I ignored my 
urges.

The morning proceeded without any strange happenings. I 
joined my parents in the kitchen as they read the morning 
paper and drank some coffee. My father praised my 'stick-
to-it-iveness' and I told him I wanted to get my work 
done early. I told him I'd go back over everything on 
Sunday so that I'd be prepared. He smiled and nodded. 

Elena came up from downstairs and she was freshly washed 
and had changed. She and my mother exchanged a look and 
Elena had to turn away to hide the blush and smile that 
played across her face. She asked if I was hungry and I 
told her 'like a wolf'. My father made a comment about 
'growing boys'. 

"Yes," Elena agreed, "he has gotten bigger."

My mother choked on her coffee and we all rushed to hand 
her a napkin. She waved us off and managed to eke out 
that it had gone down the wrong pipe. Elena turned away 
and I could see she was smiling.

I called Billy's house after I ate and found out that his 
father had taken him and Brian up to their lake house to 
get it ready for summer. They wouldn't be back until 
Sunday evening. I went out to the porch and saw how nice 
the day was. I decided on going for a bike ride and went 
around to the garage to get my bicycle. I told my parents 
of my plans and then left. 

I went down the road and headed back towards town. We 
lived on a long looping country lane that connected to 
the main road at both ends. There were only a dozen or so 
houses along the ten mile lane and they were all large 
country estates. 

Billy's was the closest and it only took about ten 
minutes to walk to it. I passed their driveway and 
continued on my way. A few minutes later, I approached 
another driveway and realized that this was where Judy 
lived. I slowed and looked up the drive. I saw a large 
white house a couple of hundred yards from the road. 

I went to continue on my way when I heard someone calling 
me. I looked around and was surprised to see Judy walking 
along the lane. She had an Irish setter on a leash. The 
dog saw me and was pulling her towards me. It looked like 
a big friendly thing with tongue lolling and tail 
wagging.

"Hi, Bobby," Judy said, breathlessly.

"Hey, Judy," I responded and reached down to scratch her 
dog on the head. "I didn't know you had a dog."

"Oh, yeah," she said, "we've had him for a while. He's 
just a big clown."

"He's nice," I told her. "My father won't let me have a 
pet."

"Gee," she said with a frown, "that's too bad."

"Yeah," I agreed and kept rubbing the dog's head.

"Where're you going?" She asked me then.

"Nowhere," I told her. "I just felt like ridding my 
bike."

"Can I go?" She asked me.

I was confused for a moment, wondering what she meant. I 
pictured her and the dog running along side. 

"Sure," I said, and got off my bike so that I could walk 
along with her back to her house.

Half way up the drive, she turned the dog loose and it 
ran off towards the house. It was sitting on the porch 
when we got there. I waited outside as she went inside. I 
heard her tell someone she was going for a bicycle ride 
with a friend and there was a murmur in reply. 

I waited a couple of minutes and then Judy came from 
around the house, walking her bike. It was a boy's style 
with a crossbar. We got onto our bikes and went on 
towards town. We talked the entire way. We talked about 
school; about our classmates; about the town; about our 
parents; just about anything you could possibly imagine. 

We pedaled around our small community, stopping in at the 
soda shop for a root beer float. We ran into a couple of 
girls from our class and I was subjected to a half hour 
of side long glances and girl talk. I think Judy realized 
I was uncomfortable and she told the others we had to get 
back home. I was glad when we left them. Judy talked me 
into going back by the fire road and I agreed. 

There were a couple of places where we had to get off and 
walk. We came up to an intersecting foot path and Judy 
said she wanted to show me something. We walked our bikes 
for a while and then came to an unusual sight. It was a 
fairly large tree house with a shake roof, a window, and 
a door. It would have been really amazing if it hadn't 
been only about four feet off the ground. Judy told me it 
was hers and that her father had built it. She said he 
didn't want her to climb too high. We both broke into 
fits of giggles. 

"You want to see inside?" Judy asked.

"Okay," I told her and she pulled a key out from under 
the eaves and unlocked the small door. 

We entered and I was surprised to find the inside was 
finished. There was a small table with a couple of 
chairs; a small chest; and a small built in sofa type 
thing along one wall. 

"Cool," I said as I looked around. 

I turned around and found Judy standing right behind me. 
She leaned forward and kissed me. It was an awkward kiss. 
One of those first timers. She blushed and smiled. I felt 
myself grinning.

"Do you like me, Bobby?" She asked needlessly.

"Yeah," I nodded and she smiled even more broadly.

"Would you like to be my boyfriend?" She asked me.

"Okay," I responded without hesitation. 

I wondered what being a boyfriend entailed. I'd never 
been one before. 

Judy leaned in to kiss me again and this time I took 
control and put my arms around her. We pressed our lips 
together and I held her tight. I finally let go and she 
looked at me with large, shinny eyes of surprise. 

"Wow," she said, and then came back for more.

We embraced again and this time I pushed my tongue 
against her close pressed lips. She yielded slowly. She 
knew what I was doing, but had never actually done it 
before. Kids talked about these things at school as 
though they were experienced, but the first time it 
happened they were usually very timid. Once she'd gotten 
used to the feeling, Judy gave into it and her tongue 
became as active as mine. We finally broke the embrace 
and Judy was breathing hard. She had a flush on her face, 
but it wasn't from embarrassment. Her small chest rose 
and fell as she breathed deeply through her nose. Her 
eyes were dilated as she stared into mine.

"That was nice," she half whispered.

I smiled and nodded.

"You've done that before," she said.

"Uh...yeah," I told her and wondered if that was going to 
lead to more questions.

I saw her eyes flicker downwards and suddenly realized 
that I was the proud owner of an erection. Something 
passed across her face. I couldn't tell what it was - 
shame, fear, hunger, excitement. She leaned into me once 
again our mouths crushed together. I could feel her body 
pressing up against mine this time. I could feel heat as 
her young pelvis pushed up against mine. 

I knew she could feel my erection pressing into her. She 
made small motions as if wanting to feel it but afraid to 
be too evident. My hands moved down her back and I slowly 
pulled her into me. Her mouth became more demanding. Her 
tongue more active. I drove my cock hard against her. She 
was only a few inches shorter than me and we lined up 
fairly well. She wore thin cotton pants and I imagined 
she could feel easily feel my rock hard cock. She began 
to move her groin slightly as she tried to rub against me 
without being too obvious. 

My hands slid down further and I suddenly had my hands on 
that great little ass. It was firm and round. I pulled 
her in even tighter and then ground my cock against her. 
I felt her take in a breath and she sucked the air right 
out of me, but she didn't pull away. We stayed like that 
for several minutes.

We finally broke the kiss and Judy pulled away slightly. 
Her eyes were glazed and she was breathing through her 
mouth. She made no pretense now as she stared at the 
bulge in my shorts. Her eyes looked up at mine and I saw 
the question there. Her lips moved as though she wanted 
to say something, but couldn't bring herself to. She 
watched avidly as I reached down and slowly pulled my 
zipper down. 

I reached through the open fly and tugged at my hard 
member. I finally managed to pull it around and it popped 
out into the open. Judy sucked in a breath and she stood 
there staring at it. I reached for one of her hands and 
gently laid it on my throbbing cock. I saw Judy's throat 
move as she swallowed hard. 

Her hand was very tentative. At first she did nothing but 
touch it lightly, then she slowly wrapped her fingers 
around it. I felt her gentle squeeze as she felt its 
girth and firmness. My cock jumped and she let it go and 
looked at me in surprise.

"It does that," I told her and she giggled.

She watched my eyes as she reached out once again and 
wrapped her hand around it. She squeezed me again and I 
closed my eyes and moaned slightly. I opened my eyes and 
saw her smiling.

"It's neat," she told me.

"I think so," I told her and she giggled again.

"I've never seen one before," she added.

"Never?" I asked in surprise.

She shook her head. I realized it had been a stupid 
question. I knew she was an only child, as I was. She 
appeared to be new at this. It was hard to imagine when 
she would have had the chance to actually see one except 
her father's. I pictured her fooling around with her 
father and my cock throbbed once again. This time she 
didn't let go but she did giggle.

"Why does it do that?" She asked.

"Because it's feeling good," I told her.

Her face reacted to my statement. She suddenly realized 
what we were doing. We were having sex. She hadn't 
thought about it in that manner. It had been more of a 
youthful exploration. Her hand stopped moving and she 
looked down at what she was doing. I said nothing and let 
her thoughts run freely. I could tell when she reached a 
decision. She looked up with a serious expression on her 
face.

"What do we do now?" She asked me and it was my turn to 
smile.

*

Judy stood naked before me. Her hands at her side. At 
first she had fought hard not to cover up. One hand had 
lingered in front of her crotch and the other arm had 
been across her chest. Now, her hands were at her side 
and they opened and closed as she fought the urge to hide 
herself again. I too was naked and stood within arms 
reach of her. We both studied each other's body. There 
was nothing between us except my rampant cock.

Judy had begun to develop. Her twelve year old body had 
begun to shed its youthful fat. She had a waist but, her 
hips were slight. There was a sparse growth of hair above 
her fleshy slit. Her cunt stuck out proud and swollen. It 
was pale, unlike Elena's, but I could also see a bit of 
pink hidden within. Her breasts were well developed and 
presaged a large size in adulthood. They were as big as 
Elena's and had the same coloring. 

I began to wonder if all women had such dark aureole and 
nipples. I made a point to pay more attention to the 
pictures in Billy's dirty magazines. Her nipples were 
pinched and hard, but I think it was because of the 
temperature and not due to excitement. Her thick dark 
hair was loose and over one shoulder. It curled down to 
the top of her left breast.

"You uh... look really nice," I stammered.

She brought up a self conscious hand and it toyed at her 
throat.

"Thanks," she whispered.

I decided we'd done enough looking and I stepped towards 
her. She reacted and moved back, but her legs struck the 
built in sofa and she sat down hard. She gave me a weak 
smile. Her eyes moved down to study my cock, which was 
close to her face now and at eye level. She reached out 
tentatively and wrapped her hand around it once again. I 
wanted to push her down and fuck her wildly, but I tried 
holding back. I knew this was new for her and I 
remembered the first time I'd experimented with Billy. It 
had been awkward and fruitless. I was hoping this would 
be different.

"It's so hard," she said to my cock.

"It's because of you," I said and thought I was being 
suave.

She looked up at me and her eyes widened. Her tongue 
moved around her mouth as she fought the dryness. I 
slowly went down on my knees and kissed her again. It was 
a simple kiss. I wrapped my arms around her and slowly 
lowered her into a prone position. She looked up at me 
with frightened eyes. I tried to be as gentle as 
possible. I was fairly new at this myself.

I bent down to kiss her again and then tried to remember 
everything Elena had thought me. I moved my lips along 
her jaw and down to her throat. Judy let out a whispering 
moan. My mouth moved downwards and I encountered the 
swell of a breast. I extended my tongue and licked along 
until it passed across a nipple. Judy's body jerked and 
stiffened. 

I took the small nub between my lips and I sucked and 
drew it in. My tongue bathed the captive gem and Judy 
moaned louder. Her body began to move. Her thighs rubbed 
together and her hands fluttered because she didn't know 
what to do with them. She finally grabbed a handful of 
blanket with each. My mouth moved to the other breast and 
she sucked in a deep breath as I nursed on the other 
nipple. 

I brought up my right hand and rested it on her stomach. 
After a few moments, I began moving my hand downwards. 
Judy stiffened again. I pulled away from her nipple and 
moved my mouth up to hers once again. I kissed her hard 
and she responded. I continued to move my hand downwards 
and soon felt the soft downiness of her pubis. I extended 
my index finger, like Elena had shown me, and I gently 
prodded the small nub at the top of her cunt. Judy's back 
arched and she made a strange animalistic sound in her 
throat. 

Her arms came up and wrapped around me. It was like she 
was holding on, afraid of falling. We continued to 
embrace and I continued to explore. My finger moved along 
her slit and probed into her. I felt a lot of moisture as 
I moved my finger around. I tried to move my finger into 
her, but I only got the tip in before something stopped 
me from going deeper. 

I was confused and then suddenly, like a bolt of 
electricity, I realized that this was her 'cherry'. I had 
read about those in those 'forum' letters in all the 
men's magazines. I moved my finger back up to her clit 
and played with her there. She seemed to enjoy my 
ministrations as her body bucked and she moaned loudly.

We continued to kiss and our tongues played together as 
my finger continued its explorations. I continued to move 
between her clit and her labial opening. I felt around 
again and felt a small hole at the bottom of her slit. I 
pressed into her and my finger suddenly slid in to the 
second knuckle. Judy made a gasping noise and I held my 
finger still.

"Are you okay?" I asked her.

"I-I think so," she said. "It burned a little, but it 
feels okay now."

I slowly moved my finger in and out of her. Probing 
deeper with each inward stroke. She grimaced a little, 
but didn't complain. She reached up and pulled my face 
down to hers and we went back to sucking face. I tried to 
be slow and gentle as I probed the insides of her cunt. 
Her body relaxed after a few minutes. I pulled out and 
went back to her clitoris. She jerked as I rubbed the 
sensitive little button. 

A minute later, I moved back down to her opening and she 
tensed in expectation. I pushed slowly into the newly 
widened opening. My finger slid in easily and Judy didn't 
react. After a while, she seemed to enjoy my plunging 
finger and her hips moved up to meet it on its descent. 

The next time I moved my finger up to her clit, it seemed 
as though it was larger and harder than before. I stroked 
it and circled my finger around it. Judy suddenly went 
into convulsions. She let out a loud wail and her body 
flailed on the makeshift bed. I knew what was happening 
to her and tried to keep my finger on her clit, but it 
was difficult.

 I was surprised at the intensity of her orgasm. It was 
almost frightening. I wondered if they could hear her 
down at her house. She continued to thrash about for a 
while and finally settled down. Her breathing was fast 
and ragged. Her mouth was wide open and her tongue 
continually moved around her lips. She moved her hands 
down to her groin and pressed them into herself. 

I noticed the pink tinge around my index finger and 
realized it was blood. Suddenly, I thought that I might 
have hurt her and that it wasn't ecstasy but pain that 
she had been experiencing.

"Are you okay?" I quickly asked. "Did I hurt you?"

Her eyes opened and she looked at the concern on my face. 
Her mouth opened, but instead of words, there came 
laughter. I realized she was okay and I sat back onto my 
heels as I let her laughter run its course.

"Oh, Bobby," she finally said, rolling onto her side and 
pushing her self up onto an elbow. "That was the best 
feeling ever. How'd you know how to do that?"

"Um...," I muttered, trying to think quickly. "From 
reading some of Billy's brother's magazines."

"Boy," she hissed, "you sure learn well."

I beamed a smile at her. Judy lowered her free hand and 
reached down to toy with my erection.

"What do you want to do?" She asked me, and I could tell 
she was apprehensive.

I thought that perhaps it was too soon to put my cock 
into her newly deflowered cunt. I thought that she'd find 
my asking for a blow job to be disgusting, so I told her 
she could masturbate me. She slid off the sofa and I lie 
down in her place. I moved against the wall and it gave 
her room to join me. She rolled into me and kissed me 
once again. My lips were starting to feel bruised. I felt 
her timid hand move down to hold me once again.

"What do I do?" She whispered.

I rolled onto my back and coached her. She sat up to get 
a better advantage. She was timid at first. I could 
barely feel her hand. After a while, she got into it and 
she was pounding my cock. I knew I would cum soon and I 
told her so. She asked if I shot sperm and I told her 
yes. Her eyes fixed on my cock with expectation. 

"Oh god," I moaned, "here it comes."

The first stream splattered onto my stomach and left a 
trail from my navel to my throat. Judy didn't let go, but 
actually squeezed harder and stroked faster. She made 
'oohing' sounds with each shot of cum. I felt like a 
carnival fireworks display. I groaned through my orgasm 
and Judy kept stroking and squeezing. I had to put a hand 
on top of hers to stop her from tearing my penis out by 
the root. She lie back down and sighed as she tucked into 
me.

"That was really cool," she said from the vicinity of my 
shoulder.

"Yeah, and it feel pretty good too," I informed her and 
she chuckled.

We lie there for a while and then we started feeling cold 
so we got up and put our clothes back on. We both had 
smiles frozen on our faces. Judy told me to sit and she 
rummaged through the old toy chest that was there. I 
wondered if she was going to pull out a toy tea set, but 
she came out with a book. She told me that this is what 
she had read to learn about sex. 

It was a raunchy romance novel and it talked about 
'throbbing manhoods' and 'eager womenhoods'. It was 
almost funny. Judy said she had stolen it from her maid 
and would often come up here and read it. She said she 
used to get funny feelings, but hadn't figured on how to 
deal with them. The girls at school were of no use. There 
wasn't a single one of her friends who had any 
experience. 

"Can we do this again, Bobby?" She asked me timidly.

"Heck yes," I almost shouted and she giggled.

Just then, the door to her tree house opened and there 
stood her father. We could only see his head and 
shoulders. He had a concerned look on his face.

"There you are," he said and his face softened.

I think he had expected the worse.

"Hi dad," Judy said.

"And," he said, looking at me, "who's this young man?"

"Oh," she exclaimed. "This is Bobby, from my class, he 
lives down the road a couple of houses."

Mister Steiner frowned as he thought and then he asked if 
I was Gordon and Diana's son. I told him yes and he 
informed me that my parents were nice people to which I 
agreed. He told us that Judy's mother thought she had 
heard someone yelling earlier and had finally convinced 
him to come out and look around. We were lucky that the 
interior was gloomy because Judy was blushing like a fire 
beacon. 

"We were just playing, daddy," Judy said.

"Okay," he replied with a smile, "just checking. Don't be 
too long, it's getting on to supper time."

"Jeeze," I said. "Is it that late? I better be getting 
home."

Judy and I climbed out of the tree house and we walked 
our bikes back down to her house. I told them good by and 
watched her wave as I pedaled away. The smile was still 
on my face. I felt like the luckiest kid in the world. 
Twelve years old and I was having sex handed to me. It 
was a dream come true.

The End 

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 S.T.M.'s Collection - SuperFav/Gungadick Directory