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Thankfully, he seemed engrossed in combing the beach for rocks. Meg continued wading, past her knees, until she felt the warm water lapping against her naked butt. She paused a moment, then plunged into the water to begin her swim, unaware that Justin's eyes had been glued to her swaying butt the whole time.

Blake brought his binoculars down from his eyes as Meg dove into the water across the cove. "Interesting," he said aloud. "Meg's got a new bikini." He had watched her almost every day these past few weeks, and was used to seeing a different swimsuit. He frowned when he realized he wouldn't have a chance to watch her lying out topless anymore. She could hardly do that with her son around all the time. Then he smiled at his own silliness. What was he complaining about? He had watched her through her bedroom window, masturbating, and here he was disappointed that he wasn't going to be able to peer at her naked tits from 200 yards away. He shook his head in amusement. Still, there was something about the voyeuristic quality of it that he would miss.

He thought about Meg's invitation to join her at her beach. Now *that* was something to look forward to. Nothing like laying on the warm sand with a half-nude babe reclining next to you. He relished the thought. God, that woman was hot! He watched for a few more minutes as Meg swam effortlessly up the cove, out toward the open lake, then walked up the rocky path to his cabin. Blake had made up his mind to go over and take Meg up on her offer. Only Justin was there now, but Meg would be back soon. He knew one thing with certainty: He was going to fuck Meg before the summer was out. He chuckled. The son was a little less certain.

"Hi Justin... Watcha' doing?"

The boy started at the sound - he was engrossed in extracting a reddish cobble from the wet sand. "Hi Blake." He flashed a quick smile. "I'm collecting rocks."

"Oh, can I see?" His eyes flickered quickly over Justin's body as he crouched on the beach. Blake was pleased to note that the boy was wearing the same cute little swim trunks that he had on the previous day.

"'Kay. But I'm having trouble with this one." He grunted as he prodded at the half-buried rock.

"Well, maybe I can help." Blake sat on the sand on the opposite side of the cobble from the boy, legs slightly spread, and began to dig with his fingers on either side of the stone. Justin knelt on the beach and watched as the older man worked.

"Hmm, this one's really buried. Maybe it's bigger than you think." Blake formed a six-inch deep trench around the entire circumference of the rock, but it still wouldn't budge. He casually spread his legs further apart and continued digging at the stone buried in the sand between his legs. His eyes flickered up to look at Justin. Damn, he hadn't noticed yet. He inched his legs farther apart as he dug. Blake could feel his cock resting against the inside of his thigh, and knew that the boy should be able to look up the legs of the loose fitting shorts and see it.

He leaned back on his hands and pushed on the stone with his foot, exerting all his leg muscles in an effort to free the rock. Hah! Jackpot! He saw Justin's eyes wandering upward, then focus on the leg opening of the man's shorts. His eyes widened slightly, and Blake had to suppress a chuckle. He hunched himself closer to the rock to get better leverage, and could feel his shorts riding further up his leg as he did so. Justin was getting quite a show - his cockhead was almost certainly poking out the bottom of the shorts, and he could feel himself beginning to get erect at the thought. Just then, the cobble sprang free of the sand, and the 10-inch diameter rock rolled up and out of the small excavation he had made. Blake casually pulled the legs of his shorts back down and flipped over onto hands and knees. "Finally!" he laughed. "Quite a boulder you found."

Justin blinked, coming out of his reverie, and looked down at the rock. "Wow, I'll say. I'm gonna go wash it off." Blake watched as the boy hoisted the rock and carried it to the water's edge, his eyes glued to the front of the little boy's shorts. The bulge he saw there was a little bigger than he would have expected, and his breathing quickened. Could the boy have been aroused by the show? He couldn't tell for sure. Justin squatted in the shallow water and began to splash water on the rock. Blake had to settle for the view of the lad's tight little ass pointed invitingly toward him.

Just then, he glimpsed the figure of Meg, cutting a path through the water several hundred feet offshore. She was returning from her swim. He was at once excited and disappointed. It would have been nice to play with Justin a bit longer. On the other hand, he knew he shouldn't be greedy and bring things too far, too quickly.

Meg approached the shore, and changed her stroke to a slow dog paddle in order to cool down after the vigorous swim. She spied Justin, hardly moved from the water's edge where she had left him, and, crouched next to him... Blake! Her heart, already racing from her exertion, skipped a beat. She had forgotten during her swim that she had invited him over, but she was glad to see him there. Very glad.

She glided through the lake, nearing the shallows, and felt the water on her body like fine silk, sliding off her legs, her... rear. She remembered the thong. Her wish from earlier that day was coming true. This handsome man was going to see her practically nude butt. A shiver of nervous anticipation coursed through her body.

Meg's long, delicate toes touched the soft sand next to the dock. She took a deep, nervous breath, and stood in the waist-deep water. She waded through the shallows and onto the sandy beach, water cascading off her body.

She took her soaking wet hair in her hands to wring out the excess water, and, in the age-old habit of women coming out of the water, she casually glanced down to adjust her bra and ensure that her breasts were properly tucked in. Nothing was hanging out, but it wasn't exactly hidden either. She hadn't realized how thin the fabric was, almost translucent. Her nipples were obviously erect, and the faint shadows of the areolas were visible through the wet fabric.

To Blake, Meg emerging from the water next to the dock was like a goddess rising from the sea. Her hair was dark and wet as she wrung it out. Her tanned skin was smooth and golden and covered with water droplets that glinted in the sunlight. She flashed a quick smile. He smiled back and caught her eyes, but only briefly. His gaze flickered lower, to the yellow bikini. It was tiny! Her tits spilled out the sides of the bra, and the bottom was a dainty triangle of fabric. Her tits were jiggling and bouncing seductively as she approached him, and - damn! Her long rubbery nipples were poking against the thin fabric. He gulped and felt a tingle in his crotch. This was going to drive him crazy. Fuck, she was hot, and the bikini was something else! It was almost better than watching her through the bedroom window.

His eyes traveled lower. Oh fuck! The shadow of her pubic hair was visible through the shiny wet fabric. The view was so damn erotic.

He realized that he was ogling her. By sheer force of will, he tore his eyes away from her crotch, cleared his throat, and smiled awkwardly. "Thought I'd take you up on your offer to come over and catch some rays. Justin here was showing me his rock collection."

"I'm glad you came." Meg flashed a quick smile, her white teeth glinting in the sun, then averted her gaze. A shudder of equal parts embarrassment and arousal coursed through her body as she realized what kind of show she was about to give Blake... and her son.

"So what have you found kiddo?" She knelt in the wet sand next to them.

"A bunch of neat rocks. See?"

Blake watched as the boy showed his mother his rock collection. His eyes kept wandering over her firm tits, partially covered under the skimpy bikini. The nipples were still pressed against the material, stiff and erect, even more so now that the cool air was hitting them after her swim. What's more, Justin was clearly interested in what he was seeing also, never mind the fact that it was his own mother. His young eyes were clearly shifting downward as he talked to his mother.

"Very nice hon. Um, I'm gonna go and dry off and sit in the sun for awhile okay?"

"Okay. Can we go and eat soon though? I'm starved."

"Sure thing sweetie."

Meg smiled at Blake and got to her feet. "I'm going to dry off. Want to come and sit with me awhile?" This was the moment of truth, when she flaunted her bare butt at her handsome neighbor. She walked through the loose sand up the beach, nervously aware of Blake following her. She bent and reached for her towel. She buried her face in it, pretending to dry her face, but also taking the opportunity to think this out. 'Good lord, ' she thought. She felt like such a slut.

Blake's cock rose in his shorts as he followed Meg, eyes glued to her seductively swaying ass. A fucking thong! The tiny yellow string of the bikini was completely buried in her butt crack. First Justin, and now this. He figured he better say something, anything, to get his mind working in a different direction. "So. Out for a swim?" Duh! He could've slapped himself. How the hell was he going to get this woman in bed if he couldn't come up with something more intelligent to say than that?

Meg rubbed the towel over her lithe arms and firm stomach. "Yeah, my daily workout. Greatest exercise in the world. I've been at it for a few weeks now."

"I can tell... it shows."

He was looking very pointedly at her body. Meg thought she was going to melt under his blue-eyed gaze. She was getting increasingly self-conscious, but it was definitely exciting. She was already warm and flushed from her swim, but she could feel the temperature rise in her cheeks even further. She felt totally exposed, which was silly, but still...

Meg lay the towel back down on the hot sand and sat down, tanned legs stretched out in front of her. Blake followed suit, sitting next to her. He was having a hell of time not ogling this hot slut while they made small talk under the blazing sun. He couldn't put his finger on it, but she was so fucking sexy, and much prettier than he had realized. He hadn't noticed watching through the bedroom window but she had a mature beauty that was driving him crazy as he sat here next to her. Her dark hair and eyebrows, easy tinkling laugh... And her body - he had seen it in all of its naked glory of course, but that made the skimpy swimsuit even sexier. Meg's tits were round and full - perfect as far as he was concerned. Her legs were long and well defined, slightly muscular...

He had to keep his hands in his lap to hide his partial erection. So he focused for a while on watching Justin, now busily moving his rock pile to a safer place next to he and Meg. But that wasn't much better. Justin's cute little butt flexing beneath his tight swimsuit aroused Blake almost as much.

He thought back to the boy's erection, briefly spied through his swimsuit a little earlier.

"He seems to be keeping himself occupied," he said, nodding toward the boy as he made his tenth trip with a handful of rocks.

Meg smiled. "Yup. I'm glad. I've been hoping he'd be able to keep himself busy this summer. Looks like I didn't have anything to worry about."

As Blake and Meg talked, he noticed the boy's frequent glances at his mother, specifically, at his mother's tits. The nipples were no longer visible through the fast-drying fabric of the suit, but they were still visibly poking against the thin material. He wondered what the boy's reaction had been the first time he saw his mother in the thong. This was so fucking erotic! This hot sexy mother, and her cute little son... did Justin get a hardon when he watched her? Probably, Blake decided. After all, the boy got an erection when he saw Blake's cock, at least it looked like he had. Strange, but Meg seemed clueless that she was stimulating the little guy.

Meg wasn't noticing because she couldn't keep her eyes from roaming over Blake's body. Darkly tanned and muscular, dark hair with a tinge of gray. Smiling blue eyes... she shivered, knowing that he was looking at her too.

Once again, Blake saw Justin's eyes wash over his mom's tits. Despite himself, Blake chuckled merrily at the sight.

"What is it?" Meg was looking at him quizzically.

"Oh... er, nothing. Laughing at Justin, that's all."

As if on cue, Justin dumped the last load of pebbles next to his mother. "Done," he announced. He had formed a low mound of colorful stones. "They're for you Mom."

Meg glanced over at Blake and rolled her eyes, trying to suppress a smile. "Um, that's very nice Justin. You've been working hard."

Justin nodded. "Hey Mom, can we go and eat now? I'm starved."

"Okay Hon."

Meg frowned and looked at Blake with disappointment. "Sorry, gotta go. Have to keep a growing boy fed you know."

Blake nodded. Damn! He had been enjoying this. "That's okay. I can come back another day." He snapped his fingers. "Oh, by the way Justin," he said as casually as he could. "When did you want to come over and use my computer?"

The boy looked uncertainly at his mother, who nodded. "Um, tomorrow?"

Blake smiled. "Sounds good sport. See you then."

He helped Meg gather her things, while she convinced Justin that his rock collection would be safe on the beach. All the while, he ogled her flexing ass cheeks. So, he noticed, did Justin.

Blake sat in his den at the computer, preparing it for Justin's visit. He called up one of his favorite screensavers, a slideshow of gorgeous young women in varying states of undress. He watched the photos for a while, but his mind wasn't really on the slideshow. No, he was thinking about Justin, and his youthful little body. He licked his lips nervously, and glanced at his watch. It was almost time. He went to each of the two large windows in the room and pulled the blinds closed. Just as he finished this task, he heard a gentle tapping at the front door. He strode down the carpeted hallway and opened the front door.

"Hi Blake!"

"Hiya sport. Come on in!" He greeted the boy enthusiastically, but at the same time let his eyes drift downward as the boy brushed past him and entered the living room. He was disappointed to see that the boy wasn't wearing the same tight swimsuit that he had on the day before. Instead, Justin was wearing a pair of looser shorts.

Blake cleared his throat nervously. "So, I see you've got your laptop. Let's get you plugged in. My computer's down this hallway in the den." Blake licked his lips as he followed the boy down the hall, watching the cute little butt flexing beneath the fabric of his shorts.

They entered the den and the boy whistled appreciatively. "Hey - nice computer. And wow, look at the size of that monit...". The boy stopped short. He had noticed the screensaver. It showed a young blond teen reclining on her bed, wearing nothing but a pair of tight lace panties. Her ample tits were tanned and firm, the nipples hard and erect. "Wow, look at her!" The boy's eyes grew even wider when the next photo flashed on the monitor. This one showed an older woman with short blond hair. She was sitting facing the camera, legs spread, pink hairless pussy gaping open.

Blake cleared his throat and walked to the computer. "Whoops. Should have turned this off before you came." He reached down to turn off the screensaver.

"Wait... I want to see more."

Blake paused and grinned to himself. So far, so good. He scratched his chin thoughtfully. "Well, I dunno Justin. I mean, you're old enough to see this kind of stuff, but I don't know if your Mom would like it."

"Oh, she won't know," the boy replied absently. "Wow, check her out!" A new slide appeared. This photo showed a thong-clad brunette from behind. She was standing upright, but bent at the waist. The round globes of her gorgeous ass cheeks were tanned and enticing.

Blake chuckled. "Yup she's hot alright." He paused. "And maybe you're right. Your Mom doesn't need to know. Our little secret right?" He sat down in front of the keyboard. Justin stood mesmerized next to him, laptop held at his side and forgotten, as the photos flashed across the monitor one by one. At last the cycle began to repeat itself. The thong-wearing brunette appeared on the screen again.

"Oh, I like her," said Blake. "I see your Mom has a swimsuit just like that." He looked at Justin, watching for his reaction.

"Yeah. She bought that at the mall the other day."

"Well, she sure looks good in it. Your Mom has a really nice ass."

Justin nodded uncertainly.

"Sometimes those suits are so skimpy they barely cover the girl's pussy and asshole. Do you think your Mom's is like that?"

The boy's cheeks reddened at the graphic language. "I don't know. I've only seen it once."

"Well," said Blake innocently. "If I were you, I'd try to see." He smiled.

Justin looked thoughtful. "Um, maybe I can see tomorrow." The youth returned his eyes to the monitor. "Rats. I guess we've seen them all."

Blake nodded. "Uh huh. But I've got tons of this stuff on my hard drive." He looked as discreetly as he could out of the corner of his eye at the boy standing next to him. He glanced down at his shorts. Was that a bulge he saw there? "Um, but maybe you want to hook up your laptop now and play your game?"

"Heck, I can do that anytime." He looked shyly at Blake. The older man noticed that the boy had shifted the laptop to his other hand, trying to cover his crotch. Justin had become aware that he had a hardon, and was trying to hide it. "I sure would like to see some more of those... I mean, if you don't mind." His little voice was almost pleading.

Blake chuckled. "No, Justin, I don't mind. I like to look at these too." With a few mouse clicks he opened an image viewer program, moved the setting to slideshow mode, and selected about twenty jpeg files from his hard drive, photos that he had collected during his years of surfing the web. The first photo flashed on the screen. "Check that out Justin. She's got her finger in her pussy." Justin visibly gulped at the sight. Several similar photos cycled through.

"What's she doing?" Justin pointed to the monitor.

"She's putting a dildo up her butt."

"A dildo?"

"Yup. Oh, maybe you don't know what that is. It's kind of like... an artificial cock I guess you'd say. Sometimes women use those if they don't have a man around to make themselves feel good."

"But why is she putting it up her bum?" The boy's voice was quavering in his excitement.

"Because it feels good. Sometimes men put their cocks in women's... bums too. Have you ever heard of that?"

"Maybe... I think so."

Blake noted that Justin was still holding the laptop in front of him. "Do you like these photos Justin? Have you ever seen pictures like these before?"

"Sort of. I've see Playboys and stuff. But these are a lot better."

The older man smiled. "Yup - they sure are." He paused. "Um, why don't you put your computer down? Those get awfully heavy."

Justin looked down uncertainly. "Um... no, that's okay."

Blake flashed a friendly smile at the boy. "It's okay Justin... I think you're trying to hide your hardon. But you don't have to... see? I've got one too." Justin's eyes followed Blake's pointing fingers to the man's lap, and his eyes widened. A distinct bulge was tenting-out the front of the man's gray running shorts. "See? It's exciting looking at this stuff. It's perfectly natural to get a hardon. You don't have to hide it."

The boy nodded uncertainly, his eyes still fixed on Blake's obvious erection. But finally, he placed his computer on the desk next to him. Blake's cock throbbed as he gazed at the youth's crotch. Justin's erection was obvious, pushing as it did against the thin cotton fabric. Blake wondered how big it was... it probably wasn't fully grown yet. Still, it tented the front of the shorts impressively.

"There, now you can get more comfortable." He pointed to the corner of the den. "If you'd like, you can bring that chair over here and sit down."

Blake eyed the bulge in Justin's shorts as the boy hauled the chair over, placed it next to Blake, and sat down gratefully. Blake was encouraged to see that the lad already seemed to have lost any embarrassment about his hardon. He diverted his attention back to the computer screen. "Check that out Justin!" It was the first hardcore photo to appear. This one showed an older brunette woman giving a blowjob to a well-hung black man. The thick cock was buried halfway in the woman's mouth.

"Oh wow!" The boy's voice broke with his excitement. "He's got his... cock in her mouth."

"Yup. She's giving him a blowjob."

"Oh yeah. I've heard of that. My friend Tommy claims he saw a girl do that on the school bus."

"Really? Well, maybe he did. That feels really good you know."

"Have you ever been blowjobbed?"

Blake laughed at the choice of words. "You mean, have I ever received a blowjob. But you're close." He struggled to contain his laughter. "Yes, lots of times. I really like it."

Blake decided it was time to bring out heavier artillery. Justin was clearly getting more comfortable. "Say, Justin," he began. "I have more than pictures, you know. I have all kinds of short movies too. Do you want to see some?" Justin nodded vigorously, and Blake closed the image viewer and called up his media player. 'What should I start with?' he asked himself. He had gigabytes worth of every kind of sex act imaginable, but he thought he should take it easy on the hard stuff. This was going well, and he didn't want to screw it up by freaking the little guy out.

"Okay, here are a couple of blowjobs. These are good ones."

The first clip was about five minutes long, and Blake was grateful for the DSL connection that allowed for downloading long clips. It showed a young, muscular stud lying on his back on a bed, while a cute blond teen licked up and down his hard cock like a lollipop. Blake and Justin watched the movie clip in silence, as the blond progressed from licking to taking the cock in her mouth. Finally, she deep-throated the shaft with ease, while she fondled the lucky guy's wrinkled balls.

"Awesome!"

"Pretty cool huh? I've been sucked like that, and it feels great!"

Blake decided to bring this little game to the next level. Noticing that Justin was focused intently on the movie clip, he leaned back and slouched down in his chair. At the same time he discreetly reached into his shorts and adjusted his swollen prick so that it was pointed toward the leg opening. He tugged at the front of the shorts slightly, pulling the material upward, thus exposing the tip of his prick out the leg opening. His cock was so hard that it was a bit uncomfortable, but thankfully the shorts were loose enough that it wasn't painful.

Justin almost immediately noticed. Blake could see the boy's eyes alternate between the movie clip and the tip of his exposed cock. Blake causally shifted in his seat, which had the effect of poking his cock out of the leg of his shorts even more. On the screen, the man was rapidly approaching his climax, as Blake's cock, the top two inches of which were now in plain sight against his inner thigh, twitched and throbbed.

"Watch Justin. He's about to come."

The blond released the man's swollen cock from her wet mouth. It was bright red and shiny from her saliva as she began jacking him off. Within a few seconds, pearly white tendrils of sperm shot violently into her open mouth. As he watched, Blake brought his left hand down to his cock and began to casually rub the exposed tip with his fingertips.

"Wow, look at that!" Justin said excitingly, his voice quavering with excitement over what he was seeing. "It's going right into her mouth!"

"Yup, that's pretty fucking hot," Blake agreed. "Some women like it when men come in their mouths."

"There sure is a lot of it."

"Yeah, quite a bit. I come about that much."

"You do?"

"Mmm hmm. Sure do." Blake decided to go for it. "When you're young, like you are, you don't usually come so much." He looked at Justin and smiled. "Do you come a lot Justin?"

Justin and looked away with embarrassment. "Umm, I dunno... I've never had... never had sex I guess."

Blake grinned. "That's okay, but I mean when you jack off." He looked at Justin intently. "You jack off don't you?"

Justin turned red. "I... I guess so."

"Sure you do. All men do it. I have sex with lots of women, but I still jack off all the time. Why not? It feels good."

Justin nodded slowly in agreement, as Blake continued. "Nothing to be ashamed of. If you're horny you should jack off." As he said this, he watched as Justin's eyes lowered to watch Blake stroke the tip of his erection. Blake feigned surprise, and chuckled. "I guess I didn't even notice I was doing it." He shrugged and called up another movie clip with the mouse. This one showed two well hung guys, one black and one white, and an Asian woman. The black guy was on his back while the woman took his cock up her ass, humping up and down. The white guy knelt next to the black, who licked at his erection.

"That guy's licking the other man!"

"Uh huh. What do you think of that?"

"Wow! And look!" Justin pointed excitedly at the screen. "His... cock is in her bum!"

"Yup... and he sure is enjoying it. Look how deep it's going!"

But Justin didn't hear him. He was looking down into Blake's lap. The man's cock was now fully exposed, over half of it poking through the open leg of his shorts. He was stroking it slowly, as it pulsed and throbbed in his fingers. "Mmm, that feels good," Blake groaned.

Justin's attention was now almost fully diverted from the movie. He openly gawked, watching as the older man got himself off. "Your... your cock is big," he said shyly.

Blake smiled at that. He'd never been accused of having a big cock before. "Actually, it's only average size. Probably not much bigger than yours."

Justin shrugged. "Mine's bigger than it used to be maybe."

"You can touch yourself if you want to Justin. Don't be shy."

"Oh, I don't know..." the youth's quiet voice trailed off.

Blake was nervous. This was the moment of truth. He didn't think he had moved too fast, but... He let Justin take his time, as the boy bit his lip uncertainly. Finally, he stood up, and hesitantly unsnapped his shorts. He sighed audibly, and then let the garment fall down his slim legs to his ankles. He paused, and then shyly pushed his white underwear down his thighs. For the first time, the boy's erect cock was exposed to Blake. It took all of his mental discipline to prevent himself from reaching out to touch the boy's beautiful cock, and he vowed that someday he would have it. Maybe not today, but soon. It was the most gorgeous dick he had ever seen... not as developed as an adult's, but clearly not a child's either. It was about five inches long and slim, sticking up proudly at a 45-degree angle. It was visibly throbbing with the boy's excitement. It was virtually hairless, except for a few wiry hairs sprouting from the base.

Justin's voice broke with nervousness and excitement. "It... It's not very big I guess, and I don't have any hair."

Blake smiled. "That's okay. It'll grow, and you'll get hair when you get older." He continued to openly stroke his prick as he gazed at the boy's cock. He could barely conceal his lust and desire. "You can touch yourself if you want," he said, in as casual a voice as he could muster.

Justin sat down again, slouched in the chair. The little rock-hard prick was now pointed straight up in his lap, and he slowly brought his left hand to his erection, his eyes not meeting Blake's. His slim fingers curled around the smooth shaft and squeezed lightly. Slowly, tentatively, he began to run the fingers up and down his slim cock. He began watching the video clip again through glazed eyes, his mouth half open.

On the computer monitor, the white blowjob recipient was coming in the black guy's face, and the woman leaned over to lick it up. Blake clicked the mouse and called up a similar clip, this one featuring three men and a young fox.

Blake began to pull harder on his swollen prick. He needed to come desperately, and he didn't know how much longer he could hold out. The combination of the erotic movie clips, and this young boy jacking off next to him, was mind-blowing.

Justin followed suit. His eyes were closed as his little fist began to pump back and forth on his rigid cock. Blake watched with smoldering lust as the youth's legs began to tremble. Justin was going to come soon as well.

Blake pistoned his fist furiously up and down on his cock as he watched Justin. Suddenly, his orgasm arrived. "Oh, fuck!" he moaned, as a thick stream of sperm shot into the air, falling back on his pumping hand. "UH!" He grunted and shot another streamer of cum, arching his back as he did so. Through his flickering eyelids, he saw Justin watching his orgasm with undisguised lustful curiosity.