contrast to the golden color of her thighs. Fawn wiggled her ass at Ted before she pulled the bikini out of the crack of her ass and blew him a kiss.

'We'll do it again later, honey,' she said, picking up her towel and stepped into her own apartment on the bottom floor.

Joan watched her son stand up, his cock looking as if it were still very hard. She watched him gaze in the direction where Fawn disappeared, rubbing the front of his trunks. Then he started for the stairs to come up for a late lunch.

As Ted ate a sandwich and drank a glass of milk, Joan found herself looking at her son in a different way. Ted was quite young, but apparently not so young as to not notice a pretty girl like Fawn. Nor was he too young to get a hard-on and come off in his pants. Joan still felt excitement rumbling through her body as she looked at him, visualizing his cock gushing creamy come juice. The scene in her mind created a beautiful storm between her thighs, and she was surprised to find that she almost came.

After his late lunch, Ted mumbled something about changing out of his trunks. She watched him go down the short hall to his room, her eyes on the tightness of his young ass and strong thighs.

When he didn't return to the living room after about ten minutes, Joan followed him. He wasn't in his room, but his trunks were on the floor. She picked them up, turning them inside out and looking at his still wet come juice. Taking them to the bathroom to place them in the hamper, she shoved the door open and stepped in – stopping suddenly.

Ted was sitting on the toilet, his legs spread and his cock hard. He was, or had been, jerking off frantically. The boy gave a yelp of surprise when his mother entered and saw what he was doing. He tried to stuff his hard cock down between his legs, but it jerked upright again. He tried once more, and the same thing happened.

Joan laughed, a low, throaty sound. 'I guess you can't hide it, can you?' she said.

'Aw, Mom,' Ted blushed.

'A hard-on isn't anything to be ashamed of, Ted,' Joan said, surprising herself with her choice of words. 'Nor should you be ashamed of playing with it.'

Ted lowered his eyes, but his cock kept standing up straight and hard. He closed his thighs, but it didn't help at all. His balls squeezed up from them.

Joan stared at her son's cock and balls, an itch tormenting the palms of her hands. 'I know how good it can feel,' she went on, her voice dropping to a whisper. 'I understand the feeling very well, honey. I know you can't leave it alone when you get hard like this. I know you have to touch it, play with it.'

As she whispered, her eyes burning on his cock, she was moving farther into the bathroom, getting closer and closer to her son. His trunks had dropped from her hand, forgotten. She was a foot away from him now, her knees shaking as she stared down at his cock. The head was swollen smoothly, and he was dripping from his piss-hole, the shaft visibly throbbing.

She hardly realized it when she began to sink to the floor, bending her knees, squatting at her son's side, her hand resting on one of his hot knees. She licked her lips as she stared at his cock and balls, seeing the wiry hair at the base.

'I know the feelings a boy gets sometimes,' she murmured with a thickening voice, her hand moving slowly up his trembling thigh. 'It's difficult to ignore, honey. Girls get that way, too. There's nothing at all to be ashamed of.'

The tip of her fingers barely touched his balls and she heard Ted gasp and lifted her eyes to his. Ted was looking at her now, his eyes unfocused but very, very hot. She felt his balls writhe against her fingertips, and she lightly brushed at them. Just as he had been fascinated with Fawn's beautiful titties, Joan now seemed fascinated with his cock and balls.

Joan's fingers trailed past his balls and moved agonizingly slowly up the underside of his throbbing cock. She was breathing hard as she watched her hand, her gasps matching the pants of her son. She felt the heat of his cock against the tips of her fingers and, reaching the swollen head, she swirled one around the smooth head and finally over the wetness of his piss-hole. Ted was shaking, making strangling sounds in his throat as he watched, disbelievingly, as his mother caressed and stroked his hard cock.

Joan squatted at his side, her knees showing as her skirt slipped back. A few inches of her thighs could be seen, and Ted snuck peeks at them. Joan very lightly enclosed her son's cock with her fist, moving it up and down slowly, feeling the hardness, the heat, the powerful throbbing of it. Her cunt was on fire again, and she could feel the wetness in the crotch of her panties.

Tightening her fist, she started jerking her hand up and down, twisting it. She squeezed her son's cock, feeling it swell and burn against her hand. Joan began to whimper softly as she stroked Ted's cock, little squeals coming from her. Gripping Ted's cock tightly now, she pumped in short, jerky thrusts, watching his cock drip more and more. She licked her lips as excitement burned through her body. The pulsations of his cock seemed to be increasing significantly as she jerked up and down, but she was so fascinated to be holding his cock she paid no attention to it.

Suddenly, unexpectedly, Ted came.

'Ohhh!' Joan cried out, watching his come juice boil from the piss-hole rapidly, spurt after spurt. She jacked furiously now, moaning as come juice began to smear on his lower stomach and upper thighs. 'Oh, my God! Look at it, Ted! God, you're coming so much, honey!'

Running her fist up and down his spewing cock fast and hard, Joan gave a low squeal as her cunt went into fiery convulsions of orgasm.

She beat on his prick until he finished cumming. Then, without another word, she stood up and moistened a cloth. She wiped his stomach and thighs, then his cock, and last her own hand. Tossing the cloth into the bathroom sink, she left her son sitting on the toilet, a very surprised and delighted boy.

CHAPTER TWO

Joan was not bashful about jacking her son's cock off. On the contrary, it not only excited her to the point of orgasm, but it made her seriously consider fucking him.

They had moved into this apartment complex two months ago, finding it the best of any they inspected. It was small – only ten or twelve units, built in a square around a nice pool and patio with built-in barbecue with two tables. Ted was the only young one there, all the rest being adults. Most, as far as Joan knew, were single men and women, all of them working during the day.

Being without boys and girls his own age did not bother Ted. He had always been a loner. He didn't even seem to miss his father, and Joan sometimes wondered if he would miss her if she were suddenly gone from his life. He never seemed to have much interest in things. He was a good student, but thought sports were stupid. He preferred his books to chasing balls or trying to hit one with a piece of wood. His intelligence was far above average, and he had dreams of becoming an astronomer some day. He had a powerful telescope set up in his room that he studied the heavens with, and his bookshelf was filled with material on the subject.

Joan had been a widow for over five years before they moved into this apartment. Before that they'd lived in a house on the other side of town. But the place was much too large for just the two of them so she sold it at a good profit and they located this apartment. There was a shopping center near-by, and Ted walked to the movies when he wanted. He shopped for his mother when they needed something she had forgotten, and his generous allowance was spent on lenses and books about the stars and planets.

Ted was at the movies this night, and Joan was alone in the apartment. She was pleased that her son acted no differently toward her since she had jacked him off earlier in the day. In fact, once he got over his surprise, he seemed to act as if it were something his mother did for him on a daily basis. She was delighted that he showed no feelings of shame, or treated her as if she was something to be ashamed of.

She went into his room, suddenly eager to use his telescope to look at the stars. He actually had two of them set up. The larger, more powerful one, and a small one next to it. Both, she noticed, were not aimed into the sky now but downward. Curiously, she peeked into the larger telescope.

It had been adjusted to peer into a window directly across from their apartment. All she saw was a closed curtain with shadows moving behind it. But it had been set in place for some reason, Joan knew. Turning to the

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