Hi there, my name is Allie, and this is the story of me and my son. I guess the best way to begin would be to give a little bit of info about our past. I was born to two working class parents who loved me, but unfortunately had to spend long hours at work. I originally spent my afternoons at my grandparents, but by the time their health faded I was 11 and had proven myself responsible enough to stay at home alone. I had always been a "good girl," partially because I wasn't really into the cliquish politics of my classmates and also because I didn't have the body that most of the boys were looking for (that is to say I wasn't `developing' as fast as the other girls). On the surface it didn't get to me, and I don't even think I realized that it was until much later, but it ended up having a permanent effect on my life. By the time I was 15, I was going for a run after school when my route took me out of the `working class' section of our town and into the more wealthy neighborhood. It was already warm and I'd been running for a while when I finally slowed down to a walking pace. And that was when I ran into Mr. Wilson. At the time he was in his late-60's but still in relatively good shape. He too was walking along the sidewalk and, seeing me, struck up a conversation. I was a little taken aback at first as most of the wealthier residents remained distant from those of us from the other side, but he was so friendly that we hit it off immediately. Our afternoon walks became something of a routine as he enjoyed my younger company, and I was enjoying his. As the weeks turned into months, it started to become clear that he enjoyed me for just my conversational skills, but also my body. Now, I know I should've been repulsed, but I'd never been the arrogant sort and I was honestly flattered that he was taking an interest in my...well, plain body. Shortly thereafter, I lost my virginity in his house. After that, our routine walks turned into routine afternoon fuck-sessions. He assumed he was no longer capable of getting a woman pregnant, and I was honestly too ignorant to know the dangers, but shortly after my 16th birthday, the inevitable happened. I found out I was pregnant. As terrified as I was, I was even more worried about my parents' reaction. However, true to his nature, he approached them privately to inform them and discuss my future. I know they must've been livid, but whatever he told them had an instantaneous effect. They never yelled at me, and I saw only the slightest hint of disappointment in their eyes. It was determined that due to the cruel nature of high schoolers, and the with the inevitable time constraints I'd soon be having, that it would be best for me to be home-schooled. Our family moved to another town where my parents were conveniently given better jobs (undoubtedly by Mr. Wilson's doing), and I was tutored each day at his new home. I had my son, Brandon, and shortly thereafter on my 17th birthday, we were married. The next few years were some of the best as I attended a local university and we raised our child together. However, by the time Brandon was 5 my husband's health was quickly failing and he didn't last much longer. As sad as I was, I at least knew that Brandon and I were secure financially as I was the sole recipient of my husband's estate. As the years passed by, I never decided to re-marry. I had started a successful gym just to give myself something to work for (and to stay in shape), and between that and raising my son alone, I had my hands more than full. And so, years later, this story picks up again in more detail. I was 28 years old at that point and had grown into a woman. At 5'8" tall, I weighed 115 lbs and still had my "plain" bodily features. My breasts were a very modest 33A with flat, nickel sized dark nipples, and a small, cute butt. But, I'd become comfortable with my body by that point and realized the advantages of an athletic physique, especially as the owner of a gym. I worked out daily, but only to maintain a trim figure and my abs were really the only `defined' muscles I had. I have a friendly, mid-western sort of face, with a genuine smile and light brown eyes that, coupled with my outgoing personality, serve me very well. I typically wear my dark brown hair in either waves or straight just past my shoulders. Even at 12 years old it was obvious that Brandon was going to take after me in a lot of ways. He had a cute face with the same friendly smile, as well as my brown eyes and hair, which he usually wore kind of short. However, in the height department he was following more along his father's lines, standing only at 4'8" and weighing close to 80 lbs. I knew my son had a few friends at school, but the truth was we were each other's best friend, which I thought it was so sweet that he freely admitted. Like my parents with me, I trusted him almost explicitly to stay at home by himself and not do anything crazy, although I always made sure I was home shortly after he got back just to spend time with him. Of course, though, boys will be boys, and boys will love girls. It was almost three weeks before the end of his school year when I received a rather distressed call from his principal at school. I'd been active in raising money to purchase new equipment for their school's athletic department, and had become pretty close with her as a friend. I immediately drove over to find my son sitting in the office by himself with tears running down his cheeks. As I went to comfort him, the principal asked me into her office where she explained the situation. A group of girls in the grade above him had played a cruel joke. One of them had feigned interest, which had gotten my son's hopes up that they might date. They texted for a week until she asked him to send her a "selfie" of his penis, promising one of her if he did. Being the 12 year old that he was, he naturally took the picture and sent it. He never received one of her though, and by the next day her and her friends had sent it to dozens of others. I'd noticed he was distressed the night before but hadn't realized it was because he'd been ridiculed all day, since, apparently he was `smaller' than most boys in their grade. When a teacher finally saw a phone with the picture on it, the entire situation had come unraveled and the girls began telling on each other until the entire situation had become clear. The problem, she explained, was that she couldn't expel them without also having to expel my son for sending the picture in the first place. She knew how we must feel, but she said her hands were tied. I, of course, was furious, but I didn't blame her. But I also knew I couldn't stand to let Brandon remain there, being humiliated behind the teachers' backs, so I asked if he could leave school early for the year. His grades were among the best in all of his classes and his teachers were more than willing to accommodate, so we gathered his book bag and set off for home. The drive seemed to go on for forever as Brandon looked out the passenger side window, refusing to look over at me. I knew how humiliated he must be, and didn't want to pressure him, so I drove in silence. Finally, when we weren't too far from our home, he looked over at me. "So...I guess I'm grounded?" I looked over, honestly shocked, "Grounded?" The thought hadn't even occurred to me, but as I thought about it I realized how that probably would be the normal thing for a parent to do. "Sweetheart, of course not!" He seemed amazed, "R-really? You aren't mad?" I shook my head, "Of course not." I reached over and gently rubbed his arm, "I wish you hadn't sent that girl any pictures, but..." I realized I was basically approving of what he'd done, but I'd always been a realist, and I remembered what it was like to be in his shoes...to think that someone genuinely was interested in them. Unfortunately the person showing interest in him wasn't sincere. "...I don't blame you for doing it, hun." The realization that he wasn't being grounded or punished, as well as that I wasn't disappointed in him at all, seemed to lift a portion of the depression from him. "T-thanks mom. So...do I really not have to go back to school for the rest of the year?" I nodded, "That's right. Your teachers said you seemed to understand everything really well, so they're going to exempt you." That seemed to raise his spirits even more as I'm sure the thought of having to go back there again anytime soon was too much for him to bear. Still, over the next couple of days I could tell he was still feeling down and although I tried to shield him from having to see anyone he knew, I knew that in a city as small as ours it was only a matter of time. But, I did have a plan. Even before the whole fiasco occurred, I'd been planning a surprise summer vacation for just the two of us. One of my clients at the gym had told me about his small beach house that he owned in Mexico. The beach itself was hardly known to anyone due to its small size and odd location on the Pacific Coast. Next to his house were a couple dozen small rental homes but that was the extent of the tourism in the town. For Brandon and I it seemed like the perfect fit. Neither of us were fans of the typical beach environment, and we both appreciated local cultures, so I reserved his neighbor's home for nearly the whole summer. However, given my son's emotional state, I decided to move it up even sooner. When I came home that evening I found him laying on the sofa, watching TV as usual. He leaned up and smiled as I had a seat next to him "Hey mom, how was work?" He asked. "It was great," I replied, eager to share the surprise. "How was your day?" He shrugged, "I just laid around the house mostly, but I did cut the grass." I couldn't help but smile. I was so blessed to have such a phenomenal son. "I saw that, and thank you very much." He shrugged, "It was no trouble. Honestly, I was just bored." "Well," I said with a grin, "I might be able to help there." He looked at me quizzically as I pulled out my laptop and typed in the rental homes website. As it came up, I handed him the laptop. "How would you like to go there tomorrow?" He stared at the image, then in his inquisitive nature, he clicked on a map of the area. "Mom...this is in Mexico..." he said with a hopeful but confused sound in his voice. I grinned, "I know...I reserved it for the next three months." His face was priceless, "You mean, just you and me?! But what about work?" "Lindsay can handle the gym. She's been wanting more responsibility any way, and yes, just you and me." His face lit up and I immediately knew it was the right decision. "Mom, this is awesome! Thank you!" He said as he leaned over, hugging me tightly. By the next morning we were packed and on the plane heading South. We had to take a connector that would get us closer to the town and landed at a small, slightly run-down airport a few hours later. Remarkably they did at least have some decent SUV's to rent and before long we were on the road. As we arrived at the town a little while later, it was exactly as my client had described it. The population indicator on the "welcome" sign indicated just over 600 people lived in the village, and as we drove through it looked like even that number might be a little generous. Judging from Brandon's reaction, however, he couldn't be happier, especially as we pulled into the small dirt driveway of the beach house. Well, `house' might be a little generous too. It was roughly 600 sq ft with a single `main room' that doubled as a kitchen and a dining room and one bedroom with a king-sized bed. The small bath was well designed and had a large tub. I'd been worried at first about the single bed, but Brandon and I'd fallen asleep together on the couch plenty of times before, so I didn't think it was anything that would be too terrible. "Mom, this is great!" Brandon exclaimed as he ran out onto the small covered porch that overlooked the beach. I walked out next to him and had to agree. It was quiet, there were only a few people on the beach, and couple with the warm air and sounds of the waves crashing into the shore, it was the pinnacle of relaxation. "I'm glad you like it," I replied with a smile, "and I think this is going to be a terrific summer!" After we'd unpacked we went to explore the town a little more as well as to stock up on groceries, but by the evening we'd settled into what would become our home for the next few months. We spent the next few days taking full advantage of our proximity to the beach, as well as just laying around the house enjoying each other's company. I hadn't noticed it, but with all the time I'd spent at work, Brandon and I hadn't really had that much alone time to hang out and do activities together. Eventually we started to branch out and began taking advantage of the other attractions of the region, such as off-roading and hiking. After a couple of weeks summer had fully arrived and with it the normal summer-season tourists who knew about the area. It wasn't a swarm, of course, but there were more people on the beach each day and the handful of our neighboring houses were occupied. The vast majority of the new arrivals were couples from Europe or Canada, ranging in age from the early 20's to late 40's, and all were really friendly and outgoing. However, after a little while I noticed that something was wrong with Brandon. He wasn't very obvious with it, but I noticed that he had become more sullen and distant, and I was fairly sure why. I'd avoided the subject of what had happened at school ever since the event, deciding instead to give him time and enjoy the vacation. But, it seemed to have caught up with him. As I walked out onto the porch one afternoon, Brandon was sitting on the cushioned bench, watching a couple in their mid-30's kissing innocently on the beach. As I had a seat next to him I saw him jump, having not noticed me approaching. "Oh, hey mom," he said as I sat. "Hey hun, what're you up to?" He shrugged, "Ah, nothing much, just hanging out." I grinned, "Sounds like fun. Mind if I join?" "Go for it." He said with a laugh. I sat for a moment before finally glancing over. "I couldn't help but notice you've seemed a little down these last couple of days. Is everything alright?" He nodded quickly, "Yeah mom, of course." I hesitated for a little bit, deciding whether to press it or not before looking at him again, "I know I'm your mom, Brandon, but I also think of you as my best friend. You know you can talk to me about anything...right?" The look on his face revealed how much it meant for him to hear that, "T-thanks mom. You're my best friend too." "Well I'm the luckiest woman on the world to have you." I said with a soft smile, before taking a more serious, compassionate tone. The last thing I wanted to do was press the issue too far, but I also knew he usually needed a little bit of prodding to get things off his chest. "So, are you sure everything's ok?" He paused for a little while, looking down at the floor before finally nodding at the couple. "I was just thinking...what if I never get a girlfriend? The girls at my school would never go out with me now." I'd assumed that that's what had made him seem so low, but it still killed me to hear a 13 year old stressing that he'd never find a girlfriend, let alone a wife. To an adult the concept seemed ludicrous, but I remembered how small my world had been in high school and could still recall similar feelings when I wasn't too much older than him. I reached over and gently rubbed his hand which was sitting on the cushion. "I know right now that this all seems so overwhelming, so permanent, sweetheart; but I promise you it isn't as bad as it seems." He looked dubious, and I could still remember my own mother trying to say similar assurances and being met with equal doubt in my mind. After all, my mother's breasts were easily a 36C, so I had no reason to think she'd ever gone through my situation. Brandon and I shared a common trait though. "Well, this honestly isn't something you probably want to hear from your mother, but...I've been where you are now, hun." He honestly seemed curious as he looked over at me, "How so?" I laughed a little before pointing to my chest, "Let's just say this is the largest my breasts have ever been, and they're still small. When I was in the 8th grade, all of the other girls in my class started to develop. It was like everyone else had been drinking something different than me. By the time I was a sophomore in high school, I was still pretty much flat, and they...well, weren't." I could see that this had Brandon's attention as I continued, "That year I had PE second period which meant I had to change and sometimes even shower at school and my classmates were the epitome of evil, it seemed. Every week they had a new nickname for my breasts, or lack thereof. And what was worse is that they spread it around all of the other groups, including the guys." To Brandon it seemed like the exact story of what he was going through, "So...what did you do?" I shrugged, "Nothing. I ignored them. It sucked, of course, but I eventually realized that it wasn't a big deal. People who are with you because of the size of your breasts or your penis aren't the type of people you want to be with in the first place." He seemed to think on it for a few moments before finally nodding, "Yeah...I guess you're right, mom. Thanks." He said with a smile. "That's what I'm here for," I said with a grin. I was about to stand up when he started to say something, but then stopped. "What is it?" I asked. He shook his head, "It's nothing." "Are you sure?" I coaxed, not wanting him to hold back. "Well...if you do start dating again, you really wouldn't care if they were small, even really small?" He asked, blushing even as he said it. Without hesitating I nodded, "Of course." I actually laughed a little as I remembered something. "Once again, I know this is probably not something you want to hear from your mom..." He seemed optimistic and quickly shook his head, "No...go ahead." "Well, I swear none of the guys that go to our gym have heard of underwear, so consider it safe to say I've seen a lot. Those who are the biggest are almost always some of the most arrogant and obnoxious, while those who are smaller and average seem to be more considerate. So yeah, I would definitely go out with a `small man,' and since you're one of the nicest guys I know, I don't think you'll have to worry at all, Brandon." I said with a grin. He seemed genuinely relieved, almost excited from hearing that. "Thanks mom...really. You're the coolest one a guy could have." His mood improved considerably and we continued to enjoy our vacation together, but, in the days following the conversation, I noticed a different sort of change in him. I'd been wearing bikinis around him since after he was born, although nothing too revealing. He'd never really seemed to notice, and it wasn't as if I was advertising myself, but as we lay on the beach in the afternoons, I noticed Brandon glancing at my body more and more. He did try to hide it as best as he could, but subtlety wasn't exactly his strong suit. Still, I didn't let on that I'd noticed. I'm sure the normal thing to do would be to discourage it in some sort of way, but our relationship wasn't exactly normal. I really did consider him to be my best friend, and I didn't see any harm in letting him stare when he thought I couldn't see. Besides, the last thing he needed at that time was to be humiliated by being caught, and to be honest I was flattered that he was staring at me in a less-than-appropriate way. When we weren't at the beach, we continued to explore the village and try any activity that sounded fun. It was great to see Brandon so happy again and I was reminded once more what a great affect this trip was having on him. Although I could still sense a little bit of apprehensiveness every now and then; the depression and anxiety seemed to be non-existent. As the days passed by, I began to notice that Brandon was enjoying our time actually on the beach more and more, and the reason was obvious. I could sense the disappointment on the days that we went elsewhere, and the excitement when we'd spend an hour or two in the water or getting some sun. It still seemed like harmless infatuation, even if it was with his own mother, and I did nothing to discourage it. However, late one evening we were both at the house, relaxing after a day of the beach and hiking. Brandon was in the bathroom and I was in the kitchen getting a drink of water. As I walked past the table, I saw his phone and remembered he'd taken a few photos from the hike. Curious to see how they turned out, I picked it up and began to peruse through them. Those of the trails and the ocean were great, but as I kept sliding, I came into a different set. As I scrolled, I found picture after picture that he'd taken of me while I'd closed my eyes on the beach. It wasn't, of course, that he'd photographed me...it was the way in which he'd taken the pictures. They were close ups, taken mere inches from my breasts, pussy and ass, and the last was a video which scrolled over my body, zooming in at the different features, but then, moving up to my face. I never remembered hearing him and knew that he must've taken extreme care to be as silent as possible. I heard the door to the bathroom open and quickly put the phone down. As I lay in bed that night, I couldn't help but think about the photos. There was something dark, almost voyeuristic about them. They'd gone beyond mere glances or innocent stares...he'd specifically zoomed in on my most private areas. I knew I should be outraged; I should feel betrayed, disgusted, anything. But what was keeping me awake was that I felt none of those things. It disturbed me instead that, as I'd looked at the pictures, I felt gratitude, not revulsion; as if my son had paid me a dark compliment. What I'd originally taken for mere adolescent infatuation was something more...it was lust, and for whatever reason, it turned me on. I knew this couldn't have happened overnight and I tried to rack my mind to remember any indicator that this had been going on for a while. The more I thought about it, however, the more likely it seemed. We'd always been best friends, and as an attractive woman in her 20's who gave him love and affection (if not sexually then emotionally), it seemed almost inevitable that he would build a subliminal attraction to me. The catalyst that turned the connection into a conscious attraction was almost certainly our conversation. I also came to realize that in a way, I had always viewed him as my partner. After my husband had passed, I never dated or even considered re-marrying. I'd offered the excuse that I didn't have time while raising a son and operating a business, but the truth was, I saw him as the `man of my life,' even if not in a sexual way. I continued to act normal over the next couple of days, even as I knew that behind my back my son would be staring at my butt, or fantasizing about me in some way. As each day passed and I did nothing about the situation, I started to think that it would be best just to let him continue his private fantasy and leave it at that. That Friday, however, my plans changed. Brandon and I were sitting at the table on our porch, relaxing in the warm breeze, when the neighbors next door pulled up. They were a pair of Canadians who came down there each summer and we'd talked to them several times since they arrived. Both were extremely friendly and had made us feel welcome, as well as given us some excellent tips on where to eat. The husband, Peter, was a good bit older, at probably around 55, while his wife, Julie, was in her early 40's but could pass for late 30's. I got the vibe that they were more of the hippy sort; with the wife being the more conservative of the two, while the husband sort of reminded me of the eccentric grand-father most families seemed to have. Seeing us, they smiled and waved then walked over. I offered them a seat which they gladly accepted. "Beautiful day, isn't it!" Peter exclaimed in his typical boisterous and jovial tone. "It really is!" I replied, "I'm going to hate when we finally have to go home." Julie laughed, "You're telling us; I don't think we saw solid ground aside from the road all winter." "Road? It was so cold I don't think I saw my penis all winter!" He said with a laugh. Had anyone else said it in the company of people they'd only known for a week, it would probably have been incredibly awkward, but with him it just seemed to be so natural that it was funny. Still, Julie blushed, "I think if you lost some weight you'd be able to see it better," she retorted, which drew another round of laughter from him. Both Brandon and I couldn't help but smile at the couple. "So," Peter continued, "What have you Americans been doing all day?" "We went hiking, then swam in the ocean for a while," Brandon said, proudly. "The trails are awesome! Mom said we could take the SUV out on some of the rougher one's tomorrow too." "It sounds like you two had an exciting day!" Julie replied sweetly, the maternal sound in her voice betraying that she'd listened to her own children boast of adventures plenty of times before they grew older. "It was!" Brandon said. "How about the two of you?" I asked, noticing that they had swimsuits on, but hadn't seen them on the beach all day. "Ahh, we've been over at the nude beach," Peter replied. At first I thought I'd misheard him, but Brandon replied first, "A nude beach?" He asked. As I glanced over at him, the look of excitement was plain on his face, although as he saw me look at him he immediately tried to hide it. Peter laughed, "Yeah! I like Julie to be `completely tanned' if you know what I mean. Didn't you guys know about it?" I shook my head, "No...is it close?" "Of course, it's just down the cove," he said, pointing to a rocky protrusion that seemed to end the long stretch of beach. "Its just on the other side. It isn't official of course; the locals don't want a flock of people coming in, but its just a small stretch about a quarter of a kilometer long. Its nice & secluded too. You guys should come on over!" Julie laughed lightly and looked at him reproachfully, "You're just saying that because you want to see Allie nude." He shrugged and grinned, "Of course I do! But don't complain, you'd get to see Brandon nude too!" he said to her. I couldn't help but laugh. As offensive as it would seem coming from most people; the disarming character of the jovial old man just made the offensive remarks seem harmless. "PETER!" She exclaimed, blushing. "He's 12!" "Hey, if it was a young man with his 12 year old daughter, I'd be happy to look at her too." "I am sooo sorry," Julie said as she stood up, tugging at his arm. "I married a pig." Both Brandon and I smiled, "He's fine, honestly." I replied. They both stood up as she ushered him along. "Hope to see you guys tomorrow!" He called out as they walked away. After they'd left, an awkward silence hung over us as neither seemed to want to touch the topic of the nude beach. Finally I glanced back at their house, "Could you imagine that much snow?" Brandon shook his head, grasping at the new topic, "Yeah, that sounds terrible! I'll take our home any day." We avoided that subject for the rest of the day, but I could tell that Brandon was thinking about it more and more. I noticed him glancing at the rocky protrusion that shielded the hidden beach several times, and knew it was something that he wanted. While I'd originally been planning on just allowing his desires and fantasies to die out, I was now presented with an opportunity to not only give him something he desperately wanted, but also boost his self-confidence. After all, it didn't mean we'd do anything sexually, but maybe just seeing me, and letting himself be seen by others, would be enough. Later that evening, as we finished our dinner at the table, our conversation turned to the next day. "So, what would you like to do tomorrow?" I asked. He thought for a moment, "Well, off-roading some of those trails we saw today would be fun...I bet the SUV could take them." "Yeah, they did look pretty fun, didn't they?" "Definitely...or, hey, we could always go to the nude beach!" He said with a laugh, but even with the attempt to play it off as a joke, I could still detect the hope in his voice. I laughed as well though, "Totally! Mother-son nudism is the new thing." He seemed happy that I'd gone along with the joke, "I bet half the people there are parents with their kids." I really did love his humor, but as my laughter died down, I shrugged my shoulders, "What if we did go?" He laughed a little, but seeing that I might be serious, I saw a flash of excitement on his face, "Y-you're serious?" "Well, I was thinking it might be helpful for you to be naked around strangers, to let you see that our bodies really aren't that big of a deal." It was obvious that he was trying not to be too hopeful, but as I offered the reasonable explanation, he realized I was actually being serious. "Y-yeah," he replied quickly, "I mean that does sound like it would be good. But, you'd really go nude too? With me?" I smiled, "Of course. After all, mom-son nudity is the new thing, right?" I said, carrying on the joke. He laughed, obviously excited, "You're the coolest mom ever!" As we went to sleep that night, it was obvious that both of us were more excited than we were letting on. We'd always shared a special relationship, but I knew that afterwards we'd never quite be the same, and I had to admit I was a little nervous that I'd be exposing myself to not just him, but the whole beach the next day. Of course, I had to put on a confident face to make him feel better about what he was going to do as well. The next morning we took turns going into the bathroom to get ready. Brandon went first, emerging a few minutes later in a pair of swim trunks, t-shirt and flip flops. I went in next and came out wearing a small black bikini. It wasn't overly revealing, but it was a little less than usual. Brandon laughed a little as he saw me putting on my flip flops with the bikini. "That's all you're wearing mom?" I laughed, "Well, it won't really matter in a little bit." "You've got a point mom," he said with a grin, but I could see that he was steadily growing more anxious. We packed a few beach towels into a tote and then loaded into our vehicle. The directions were easy to follow but it was obvious why we hadn't found the beach before. The "road" that led to it was barely a trail, but as we followed it we soon found a makeshift parking lot a mile or so further down. There were already close to 20 vehicles already parked there so it was obvious we weren't going to have the place to ourselves. Still, we parked and got out of the vehicle. The lot itself was elevated above the beach and to get to it we had to make our way down a somewhat steep incline. As we did, though, we could make out the numerous couples, most with their backs to us, but all nude. We finally reached the bottom and knew it was time. As I looked at Brandon though, it was obvious the enormity of the situation had finally dawned on him. As he looked at all the people, he was quickly growing more and more nervous. "It's...really crowded, mom." I nodded, "It does seem really popular, but I guess I can understand why." "A-are you sure we should do this?" He said, getting cold feet. The last thing I wanted to do was pressure him into it, but at the same time I knew he'd wanted to come so badly the day before. I noticed a large boulder near the end of the beach, almost touching the rocky cliff that protruded to form that end of the beach. "Tell you what, why don't we go over there behind that boulder? We can start off just the two of us, then when you're ready we'll come out?" He looked over at it, and at me and nodded, "Y-yeah, mom, that sounds good." As we walked along behind all of the people, we saw a few bare butts from women who were sunbathing face down, as well as numerous bare backs. As we finally reached the boulder and went around behind it, we were completely hidden from the other beach-goers' views. I glanced around, "Well, this is seems really good, doesn't it?" The seclusion seemed to relax him, although he was still a little nervous. "Want me to go first?" I asked. "W-would you?" He asked, staring intently. After a moment though, he realized how creepy that must seem. "Oh, sorry," he said as he glanced away. "No, its fine. You can look, I mean I'm going to be nude anyway, but don't expect much." I said with a laugh. My own pulse was racing as I reached behind and untied the string around the back of my neck. The weight of them alone kept the top in place as I reached behind my back and untied the lower knot as well. With a flick of my wrist, I tossed the top to the ground and felt the warm sun on my bare breasts. Not wanting to stop until I was completely done. I reached down and pushed the bottoms off as well. As I stepped out, standing fully nude, I knew I'd made the right decision. The look of sheer awe mixed with lust and hunger was unlike anything I'd ever seen from another man looking at my body. His eyes roamed from my nearly flat chest to the hairless slit of my pussy, then up and down again. I placed my hands on my hips, letting him stare as I smiled. "So, this is your mom's body." "Mom," he said, snapping out of his gawk-fest, "y-you're hot!" I laughed, "Well thank you for that endorsement." He blushed, "Sorry, I just meant...well, you know." I nodded, "No, it was sweet, Brandon, really. Thank you." He glanced down at his feet, "So...I guess its my turn then." He gripped his t-shirt and lifted it over his head before tossing it to the tote where my bikini lay. He then started to grip his shorts but froze. "I...mom I don't think I can..." he said as he turned his back. I hadn't even glanced down, but I suddenly realized what it must be. I stepped closer. "Brandon, that's a totally normal reaction...honestly I'm surprised it didn't happen as soon as we reached the beach." He looked over his shoulder at me, "You mean...you're not grossed out?" I shook my head and smiled, "Not at all. If anything I should be flattered." He slowly turned to me, "Flattered?" I grinned, "Yeah...I'm so hot I make my own son hard. How many moms can say that?" He laughed a little, "Well, not that many," he said as he looked over my body. "Ok..." he gripped the hem of his swim suit and pushed it down quickly before standing back up, as nude as the day I gave birth to him. As I looked down to see what it was that had made him so ashamed, I couldn't help but let out a laugh. I immediately knew I'd made a mistake unintentionally as he covered up and blushed, "I know...it's small." "No! Sweetheart...that wasn't it. I was laughing at the girls." I said sweetly. "What do you mean?" He asked skeptically. "I just realized that they've never seen a boy your age nude before, because believe me, you are every bit as large as any boy your age, if not bigger." Hearing that, he slowly removed his hands, revealing the hard 4 1/2" cock standing erect between his legs. "Really?" I nodded, "Yeah, you're almost as big as some adults, hun." He looked at himself, suddenly re-appraising what he thought was his source of humiliation. "But why would they say that?" I shrugged, "They probably watched a porn or saw a magazine and assumed that was the way boys were. It sounds like your classmates aren't as experienced as they think they are." He actually laughed, "Wow! So I'm big for my age? Really?" I smiled and nodded, "I think so. But you know, Brandon, even if you were small, it wouldn't matter. Right?" He nodded, "I do mom...you're the best!" We gathered up our towels and tote and found a spot on the beach that wasn't too crowded. Brandon had been worried that his erection might be a bad thing, but it was hardly a modest nude beach. Many of the men were erect and I noticed several women laying with their legs spread slightly. What surprised me the most, however, was the attention that Brandon received from both male & female residents. Since it wasn't an official beach, there didn't seem to be many rules, and the people, while not uncourteous, were a bit obvious. A number of couples or sometimes individuals would walk past, openly staring, before moving along. I know that as a mother I should've felt protective of Brandon, but in all honesty I was proud. Not because of his size, but because we seemed to be the only mother and son on the beach, and that novelty was attracting quite a bit of attention. Some of the even more bold individuals would sit near their favorite beach-goer and, with a towel over their lap, begin to masturbate. It was Brandon who first pointed it out as he watched an older man sit perhaps 10 feet from a younger woman in her early-20's, and reach beneath his towel. "Mom...look at that guy," he whispered. Glancing over, I nearly laughed at the audacity. But then I was a little surprised that Brandon knew what masturbation was. Not that I should've been. After all, 12 year olds these days have been on the internet to know more than I ever could've imagined. "You know what he's doing?" I asked. He blushed, "Uhhh, yeah mom, I'm not a kid." He immediately realized that he'd admitted to things that most parents considered inappropriate, but, considering the circumstances, I was happy to let it slide. We'd gone far beyond "normal." "You're still my kid," I said with a grin. He laughed, happy to be off the hook. "I'm the luckiest kid on Earth then!" The trip to the beach did more to boost his self-confidence than anything else I could possibly imagine. He was completely in love with it, and as we strolled around, watched other beach-goers, and swam in the ocean, it was clear that he never wanted to leave. What I found the most endearing, though, was that even with all the nude women on the beach, many with larger breasts or better figures, his eyes kept glancing back at me. But, we had been in the sun for a few hours and even with the sunscreen we couldn't stay forever, so, shortly after noon we began to pack up. I saw the disappointed look on his face as we began to make our way back up the incline, wearing the clothes he now hated. "What's the matter, hun?" He shrugged, "I just really like it here. I wish we could come back some time." I laughed, "Well of course we will, Brandon...we still have another two months." He looked up, "Really?! Awesome!" He said, laughing with excitement. "I thought it was just this one time." "We can come back as often as you'd like." Once again his mood skyrocketed and he didn't seem to mind the drive. We went into town to get something for lunch, and as we walked around I noticed the difference almost immediately. In the way of a Pandora's Box, now that he knew what I looked like under my clothes, he wanted to see me without them even more. He did at least have the decency to try and hide it, which made it adorable. As we made our way back to the house that afternoon, however, I could tell that something was on his mind. It was starting to get late, and we still had the salt and sand on our bodies from the beach, so I announced I was going to take a bath. As I started to head to the bathroom, however, he started to follow me. "Hey, mom?" He asked hesitantly. It was clear he was working up the courage to ask something. "What's up, hun?" "Well...I was just thinking...I mean we saw each other at the beach today, so...could we take a bath together?" He asked sheepishly. I had to admit, I was honestly surprised; the day before he never would've even considered asking to do something like that. He took my slight hesitation for disapproval, however, and he started to blush, but I quickly smiled, "Sure, Brandon. I don't see why not." He smiled, "Really?! I was afraid you might think it was kind of weird, just being the two of us and all." I laughed a little, "Well, I'm just proud you were willing to ask, hun." I stepped closer and gently rubbed his back, "And besides, who cares if it's weird, it's just the two of us anyway. I don't want you to ever be afraid to ask me anything; after all, the worst that can happen is I'll say no, but I promise I won't judge you." "Thanks mom, I mean it...this is the best vacation I've ever been on." "It's the best for me too, hun." I went into the bathroom and started the water in the tub. It was shaped like an oval and large enough for two to sit opposite each other, although there would be some touching involved. After all, this was designed more as a romantic house for two. Brandon went to get some towels from the closet in the bedroom while I went and locked the front door. There was a house-cleaning service that typically brought fresh linens every other day, and the last thing I wanted was for someone to walk in on me nude in a bath with a 12 year old. As I walked back into the bedroom, Brandon was lowering the blinds. "All private, mom," he said with a smile. I grinned, "Then let's get naked." We walked into the bathroom and turned off the water. As I turned to him, we both laughed a little, then quickly undressed. It was far more relaxed than our first time as we'd both grown quite comfortable with the other since the morning. Still, as we each stood there, and Brandon looked over my nude body, I watched in amazement as his soft penis, which when flaccid hung barely over an inch, quickly grew erect before my eyes. He blushed a little as he looked down, but it wasn't nearly the level of embarrassment as from earlier in the day. "Sorry," he said with a bit of a laugh. I grinned, "Hey, it's every mom's dream to make her son hard." I said jokingly as I stepped into the water. He did the same, "Well, you're definitely living the dream then, mom!" We both laughed at our little banter, but the sexual nature of it was obvious. As we settled into the water, our legs brushed against each other's and my breasts were still above the water. We relaxed for a little while, but even after a few minutes I could still see his erection under the surface. My curiosity got the better of me and I had to ask. "So...do you always get that hard when you see a woman nude, or am I just special?" I said, teasingly, but with no malice. He blushed, "Well, I mean the only other women I've seen were on the internet, but...no, you're the only one that's made me stay this way." Knowing that I had that effect on him sent a thrill through me that no mother should ever feel for her son, but I savored it. Another few moments passed, then he looked up at me. "Mom...why haven't you ever dated anyone or married? I mean, I thought adults wanted sex a lot." He asked. The question slightly caught me off guard, but the truth was I'd thought about it earlier, and my answer was easy. "Well, adults do enjoy sex, hun, but a relationship is more than that. It's about having a friend and a partner, and well, I always had you for that. You've always been my best friend and the one I can't wait to come home to at night." I said with a loving smile, realizing again just how much he meant to me. For his part, the realization of just how much he meant to me seemed to shock him as he didn't respond at first. Finally, he looked up at me, "I'm lucky you're my mom...I don't think there's a better one in the world." He said, and it wasn't just a compliment, but a sincere statement. "I think we're lucky to have each other, sweetheart. I don't know what I'd do without you." The water was starting to get cool and I noticed even Brandon's perpetually hard cock had gone soft in the water. I gave his foot a little squeeze as it seemed like the seriousness of our conversation had him in thought. "Come on, this water's getting chilly," I said as I stood up. He hesitated for a moment, then stood as well as we both stepped out of the tub and began to dry off. I glanced at him and smiled as he toweled off next to me, but could still see that look on his face that always indicated he was making a decision. I was slightly curious as to what it could be, but as we both finished drying off and I started to walk past him to the bedroom, I heard him call my name. "Mom..." He said, and as I turned back to see what he wanted, I felt his body suddenly press to mine. Aside from the light touching of our legs in the water, we hadn't truly felt each other nude, yet my son had just wrapped me in a desperate hug. "I love you." He said as he squeezed. I realized, as he held me, that this was his move. The confidence gained from the beach earlier; knowing that he was the center of my world; and knowing that I wouldn't hold anything against him, even if I didn't go along with it, was what he needed to finally do what he'd been fantasizing about. And I knew, as I felt his body press against mine, that this was what I wanted too. Knowing he was my son, knowing he was only 12, knowing I would be his first, just made me want it more. I hesitated only for a moment as the surprise wore off, then I wrapped him in my arms as well, holding him tightly. Since he was a full foot shorter than me, his face was almost parallel with my breasts, and I could feel his warm breath on them. "I love you too, baby" I said as I held him. Gaining the confidence to go on, I felt his arms start to slide down the small of my back as his cock suddenly began to harden, pressing against the inside of my thighs as it reached its full length. I moaned as I felt it, the first hard cock I'd felt since his father's. His hands continued down to my small butt cheeks and he squeezed them tightly, moaning as he did. "M-mom...can we....can we have sex?" I didn't hesitate for a moment. "Oh my God...yes, baby!" I moaned as I suddenly let go of him. He reluctantly took his hands off of my butt, and let me lead him to the bed. I knew it was his first time and I knew he couldn't possibly have any experience or much of an idea, so I gently pushed him onto his back on the large bed. He lay there, looking up at me as I straddled his waist. Reaching down between his legs, I gripped his hard, young cock and guided it to my narrow slit, which I realized was soaking wet with anticipation. As I rubbed it along, wetting the tip, he let out a moan of excitement. "I love you mommy!" He said as he watched. I moaned just hearing those words as I felt his tip against my cunt. I paused for a single moment, "I love you too baby...I love you so much!" I said before forcing myself down, impaling myself on his hard cock. We both gasped as we experienced each other for the first time. I'd masturbated thousands of times as we lived along together, but my tight cunt hadn't had a real cock in years. I began to ride him, sliding up and down on his hard shaft as we both gasped and moaned in lustful ecstasy. "Ohhhh fuck mom! Your pussy feels so good! Ohhhh YESSSSS!" He screamed. My own moans were growing louder and I half worried that the neighbors may hear, but it wasn't enough to make me pause for a moment. If anything, I screamed louder. "Yessss! Oh fuck baby! Yes give me your hard young cock! Fuck mommy's tight little pussy, Brandon! Fuck your mommy's pussy!" "YESSSSS! I'M GETTING CLOSE MOMMY!" He screamed, and I knew I wasn't far either. I wanted our first time to be together...to cum with each other. As I imagined it, however, I realized that in all of those years without fucking another man, I'd never had a need for birth control. Now, with only moments to go before my own son ejaculated his cum into me, I knew I couldn't stop. If anything, I wanted him to pump his load into my unprotected cunt. "OHHH FUCK BABY! I'M ALMOST THERE! CUM WITH ME! PUMP YOUR SPERM INTO MY PUSSY BABY! PUMP YOUR MOMMY FULL OF CUM!!!" I screamed out. Eager to please, he did just that. I felt his hips thrust upward and saw the look of ecstatic agony play across his face. "AGHHHHH" He screamed, "I-I-IM CUMMMINGGGG!" Our orgasms crashed through us simultaneously. As his cock exploded inside my pussy, pumping the potent seed into me, my own soaking wet pussy spasmed around his throbbing shaft. "YESSSSSSS! YESSSSSS! OH FUCK BABY WE'RE CUMMINGGGGG!" Our bodies writhed and bucked as the orgasms ran their course, steadily dissipating throughout our bodies as we shuttered uncontrollably, until finally, we stopped. I was still astride my son's hips as our chests rose and fell, looking into each other's eyes. "I've wanted to do that for so long, mom!" He said breathlessly. I smiled, "I think I've wanted it even longer, I just didn't know it." I leaned down over him, gently looking at his face...the face of my own son, before pressing my lips to his and sliding my tongue into his mouth. I rolled off of him and lay by his side as we hungrily explored each other's mouths. Even after just having fucked, the intensity spurred us on as our hands groped and felt each other's bodies. When our energy had finally been completely expended, we lay there, our bodies intertwined, not wanting to be separated for a single instant. As the excitement and activities of the day lulled us into a rest, I heard Brandon whisper into my ear, his face laying against mine, "Thank you mommy." I gently whispered back, "You're so welcome sweetheart, but this is only the beginning."A Mother and her Son - Chapter 1 - Inc, mF, mom son, creampie, nudism