Minding the Children

Minding the Children Chapter 3

Dave finally got the bright idea to use his magic amulet on the boy of his dreams, twelve-year-old Cody who lives in his apartment building. As always, please considering giving a little something to Nifty,

and if you like my story, please let me know at rwxxx13@yahoo.com

Chapter Three

Almost five, Dave thought. So he had about an hour before Cody's mother got home and started wondering where he was. Plenty of time.

“Cody, you just love me so much,” Dave said.

“I do, Dave. I love you so much,” the boy said.

“You're fascinated with my body. You just want to touch me and caress me and kiss me everywhere. Touching me makes me happy, which makes you happy. It also excites you, making your little cock feel so, so good.”

Cody sat up and began to caress Dave's body. He explored his nipples, running his small fingers through the hairs on his chest, then down over his ample belly. Dave decided he'd have to start going to the gym again. Or maybe not. He didn't exactly have to be in shape to attract a partner now.

“I love how hairy you are,” Cody said. “It feels so neat.”

Dave glanced into the boy's lap and was unsurprised to see his little cock sticking upward stiffly. “You can touch your dick while you touch me,” Dave said, wanting to see the little blond stroking himself.

Cody's touch was a bit awkward at first, but he was soon jacking his small cock in his fist, up and down, the little pink cockhead disappearing again and again into his fist.

“Does that feel good?” Dave asked.

Cody nodded enthusiastically. “I'm already getting tickles,” he said, breathing already quickening.

“You'd like to lick my nipples,” Dave said.

The boy immediately stretched out beside him, hand still working at his turgid little member while he began to lick lightly at Dave's nipples. Dave shuddered as he felt that warm little tongue flicking over the sensitive flesh.

“Suck them please. Not too hard,” Dave said.

Cody did just that, applying light pressure to the area surrounding his nipples. Then the boy surprised Dave by moving downward, sliding his tongue in a wet trail over his hairy belly and further still. He'd obviously released his own stiff dick, because he a had a hand free to grip Dave's. Then Cody was swallowing his cock again, his tongue swirling over the wide head as he sucked lightly.

As pleasant as that was, Dave wasn't prepared to cum just yet. He'd already cum twice that day, and he had plans. He wasn't a young guy anymore after all. “That's enough, honey,” Dave said, lifting the boy's mouth from his cock. He hadn't realized how hard that would be.

Cody looked at him in confusion. “I want to touch you and make you feel good,” he said.

“It's my turn to make you feel good,” Dave informed him. “Would you like that?”

Cody grinned. “Yeah!”

“Okay,” Dave said. “Lie down here, please,” and he patted the spot next to him.

Dave stared down at the little blond twelve-year-old and marveled once again that the boy was in his bed. He pushed a stray golden curl from the boy's eyes, then gently caressed his cheek. With infinite tenderness, he leaned down and pressed his lips to Cody's. The boy seemed unsure what to do at first, but he relaxed after a moment, accepting the adult's kiss.

Dave couldn't believe how soft the boy's lips were. He'd often dreamed of them, pressing against his own lips, wrapped around his cock, wet and lightly parted as he breathed heavily, feeling Dave's cock move in his little preteen asshole. Dave pressed his lips tighter, and then let his tongue slip into the boy's mouth, tasting his sweetness.

“You want to learn to kiss,” Dave breathed. “You can learn by doing what I'm doing.”

Cody immediately began to press his little tongue against Dave's and they began to dance around each other. Dave sucked at the boy's tongue, then thrilled as the boy returned the move. They were both breathing heavily through their noses now, excited by the kissing.

Finally Dave broke the kiss and asked, “What did you think of that?”

“Kissing is amazing,” the boy breathed.

“And you're an amazing kisser,” Dave said. Cody beamed with pride.

Dave then began to nuzzle the boy's neck, smelling his shampoo. He nibbled his way down to Cody's shoulder, then lifted his arm, exposing his hairless armpit. The man leaned in and inhaled, actually shivering at the scent of the boy before rasping his tongue roughly over the lightly sweaty flesh. Ambrosia.

Dave slid his body downward as he went from Cody's armpit to his chest. Once again he sucked and licked at the child's little tits, flicking the pebbly nipples with his tongue, biting them gently between his teeth. Then he leaned back and blew lightly, causing Cody to gasp and shiver.

As Dave moved lower, his lips and tongue working their way down Cody's perfect little body, he reached out to caress the silky flesh of the boy's inner thighs. Cody was shaking by the time Dave began to circle his belly-button with his tongue.

“My orgasm!” the boy gasped, and Dave turned his gaze downward to see the little boy's cock twitching madly.

Dave slid his body around and situated himself between Cody's legs. He stared for a moment, entranced by the beauty of the boy's rigid little penis. Then he leaned forward and rasped his tongue over the the kid's small, tight scrotum.

“Ungh! Dave!” Cody gasped, shuddering again.

Dave carefully took the boy's entire sac into the warmth of his mouth, gently bathing the little orbs with his tongue, feeling them shift as he poked and caressed them. He could feel the shaft of Cody's little stalk against his nose, and his nostrils were buried right where hairs would no doubt soon be sprouting. The smell of the boy was intoxicating.

Letting the tiny eggs fall from his mouth, Dave slid his tongue up along the short length of Cody's preteen cock. A quick scoop at the tip and there it was, sliding past his lips until he hit the hairless base, all three-and-a-half inches of the boycock he'd been dreaming of for so long. It was like a dream. He felt the little member throbbing strongly, and to judge by Cody's moaning and gasping, the twelve-year-old was experiencing yet another dry orgasm. Dave wondered idly just how many times the boy could cum.

Dave slid back until just the thick little cockhead remained in his mouth, then swallowed the boy again. After repeating the movement several times, Cody's natural instincts seemed to take over and he began to flex his narrow hips, his athletic little body tensing again and again as he drove his nail in and out of Dave's mouth. Dave felt Cody's hands grip the sides of his head. Little grunts of boyish pleasure sent a thrill through Dave, who pressed his straining cock into the mattress.

Cody came again, his fat little cock spasming in Dave's mouth. Then, body thrumming with excitement but not yet wanting to loose another load, Dave rose from the bed and stood staring down at the boy, who's cock remained stiff. Cody stared up at him glassy-eyed, panting.

Dave grinned, suddenly overwhelmed with a fantastic idea. He reached over and grabbed his phone off his bedside table. “Cody,” he said softly, “I'd like you to show me what you've learned about playing with your little cock. Tease yourself please, and stare into my phone like it's me, and tell me with your eyes all the naughty things you want to do with me.”

Dave watched as the boy's hands slid down over his body. He immediately began to film. Cody's movements were a bit awkward, but his fingers began to lightly stroke and tease his penis. The look in his eyes was one of hunger and need. The boy's other hand slid between his outstretched legs, caressing his little balls. He then took his dick between thumb and forefinger and began to gently jack himself.

It was almost too much for Dave. He couldn't imagine a more erotic sight. The boy's perfect young body, small muscles rippling, writhed on the bed as he pleasured himself, all the while staring with longing into the camera. Cody gasped and groaned and whined with pleasure as he worked himself into a frenzy. Dave was able to tell each time the boy came because of the sudden stiffening of his body, followed by intense shaking. However, with no changes to the instructions he'd been given, he'd immediately start over, stroking himself toward another climax.

Struck with inspiration a second time, Dave reached into his bedside table and pulled out a tube of lube he used with his Fleshlight, when he could be bothered to make use of the thing. Who knew sex toys could be such a pain to use? He tossed the tube on the bed beside Cody.

“Put some of that on your left finger, please,” Dave instructed.

Cody grabbed the tube and flipped open the lid. He squeezed, none too gently, and smeared the large dollop all over most of his left hand.

Cody was already lying on his back, legs spread, his crotch on display to Dave's camera. Dave said, “Cody, please reach underneath yourself and put your left index finger into your bottom. Do you understand?”

Cody nodded. He leaned a bit to his right and slid his hand under his ass. Dave saw the little questing hand emerge underneath his balls, and then the finger began circling around. The boy found his asshole quickly, and a quick movement had it inside him to the second knuckle. Dave felt his cock lurch.

“Cody, you should move your finger in out of your butt now, while you play with your wiener with your other hand, okay?”

“Okay, Dave,” Cody said, a bit breathlessly.

Then Dave watched as the boy fingered his asshole, his eyes fluttering with pleasure as he stroked his cock with his whole fist. Dave's hand wandered down to his own cock. He squeezed himself and a large drop of precum practically squirted out of his pisshole.

“Does that feel good?” Dave asked.

Cody nodded with tired enthusiasm. “Really good, Dave,” he panted.

Dave's cock throbbed in his fist. Fuck it, he thought.

“Cody, do you like my cock?”

“Uh-huh,” the boy groaned. “I love it so much.”

“Please tell me you want it inside you,” Dave said.

“I want it inside me,” Cody said.

“Tell me you want me to fuck you,” Dave said.

“Huh?” the boy asked.

Dave growled with frustration and said, “Please tell me you want me to fuck you. That you want me to fuck your pretty ass with my big, hard cock.”

“Dave,” Cody whined, “please fuck my pretty ass with your big, hard cock.”

Dave felt a bolt of excitement as if the words had struck him physically. He'd coerced them, but he didn't care. “Scoot back please,” Dave said, and Cody did so, immediately going back to frigging his ass and jacking his cock.

Dave grabbed up the lube and applied it generously to his cock. Then he climbed onto the bed and moved forward until he could grab Cody under his knees. Then he remembered the phone and cursed. He crawled off the bed, cock bouncing, and grabbed the phone. He used his alarm clock as a brace, and propped it up so that it would see the action, then he got back onto the bed.

Dave adjusted the angle at which Cody was lying, then once again grabbed the boy under his knees. “Please hold your knees, Cody,” he said. The boy did so, opening himself up to him. He stared down, seeing the shine of lube surrounding the boy's tiny, pink asshole. Dave reached a hand underneath the boy to lift his ass, then reached out and grabbed a pillow to do the job for him. When he had Cody's body properly adjusted, Dave began to circle the head of his cock around the boy's tiny starburst.

“Cody, I'm about to put my cock inside you.”

“Okay, Dave,” the boy said.

“When I do that, you're going to feel the most intense pleasure. Do you understand?”

Cody nodded his head. “It will feel even better than when you get your tickles, okay? You won't feel any pain, just pleasure.”

“Okay, Dave,” the boy whispered.

Nodding to himself, Dave gripped Cody's hip with his left hand, and guided himself forward with his right. Breathing heavily in anticipation, he pressed forward. Dave had never fucked a boy before, although he'd dreamed about it countless times. As the heat of Cody's insides practically burned him, and the tightness of his virgin sphincter closed around him, Dave shuddered.

Dave looked down to see Cody was staring up at him longingly, his eyes shining with pleasure, mouth open and slack. Dave pulled back a bit, then went further inside, using the lube from his cock to slowly open up a way for him. Little by little he delved deeper, his hips working slowly, driving his cock deeper and deeper into the boy's squeezing bowels until he finally could go no further.

Cody looked up at him, eyes, wide with awe. “It's in me!” he gasped.

“Is it big?” Dave asked.

“It's really big,” Cody said, panting from the magically-induced pleasure.

Dave's eyes flashed. “Please ask me to fuck you, Cody,” the man moaned. “Talk about my cock and how good it feels in your ass. Use your own words please.”

Cody thought for a moment and then met Dave's eyes. “Please fuck my ass, Dave. Your cock feels so good inside my butthole. I can't believe how good it feels. Please fuck me.”

Dave didn't care that the boy's words were being influenced by the necklace, that he likely never would have said anything like that otherwise. They were words he'd waited years to hear, and he eagerly took them to heart. Gripping Cody's upper legs, he began to thrust into the boy, driving his cock into his incredibly tight asshole. It was like his cock was being squeezed by a vice, but it was the most warm and pleasurable vice he could imagine.

Each time Dave drove his cock inward, his balls would slap against Cody's taut little butt. There was a squelching sound as he worked his cock in and out of the kid's clutching bowels, and each thrust caused Cody to gasp in pleasure. Although the boy was bent almost double, a glance showed Dave his stiff little nail. Dave adjusted himself a bit so that he could get a better view of the boy. There was something about the way that Cody was holding his knees, opening himself to him so eagerly that caused Dave's heart to race.

Dave noticed the boy's lips were moving, but couldn't quite make out what he was mumbling. Then he concentrated and caught it. The boy was softly saying, “Fuck, fuck, fuck,” over and over again as Dave's cock thrust inside him. Dave reached out and caressed the boy's cheek and Cody smiled up at him.

“Your cock feels so good inside me,” Cody said. “I love it when you fuck me in my ass.”

“Dammit,” Dave said suddenly. Then he backed away, his cock leaving Cody's hungry ass with an audible pop.

“Noooo, please keep fucking me!” Cody whined.

“Just a second, baby,” Dave said. Then he reached out and grabbed his phone. Back on his knees before the boy he said, “Okay, open up for me.”

Cody eagerly spread his legs again, holding his knees up on level with his chin, but far apart to offer Dave the best access. Dave turned the phone to the sight, filming the shiny, dilated asshole and above it the boy's little balls and rigid penis. He aligned himself, then took his cock in one hand while he filmed with the other.

“Do you want me to put it back inside?” Dave teased, slapping the meaty head of his cock against the boy's gaping hole.

“Please put your cock back inside my ass and fuck me, Dave!” the boy begged.

Still filming, Dave pressed himself forward, watching intently as the head of his cock was sucked eagerly into the boy's ass. He pushed forward, and then began once again to slide himself in and out, zooming in to watch the action through his phone. Then he lifted it to film Cody's ecstasy-etched face, slack mouth panting and eyes shining but unfocused.

“I love your sweet little ass so much,” Dave said.

“Your cock feels so good inside me,” Cody responded.

“Please hold the phone,” Dave asked, holding it out to the boy.

Cody reached out and took the phone while still trying to keep his legs up and apart. He was pointing it in generally the right direction, and Dave was able to concentrate on fucking. He tried to remember the last time he'd fucked a woman. Ten years ago? Something like that. He didn't think it had ever been this good. Never this tight; and he'd certainly never stuck his dick into something as beautiful as young Cody.

Dave increased the speed and strength of his thrusts. He knew he'd have cum long before if he hadn't already cum twice that day. It was allowing him to go much longer than he would normally, but at that moment all he wanted was to cum, so he put every bit of effort into achieving that goal. So intent on his orgasm was Dave, that he barely even heard the boy crying out time and again.

Finally he looked down and saw tears in the boy's eyes and wondered if he'd somehow hurt him in spite of his suggestions, but then he heard Cody sobbing.

“Feels so good,” Cody was saying over and over.

That was too much for Dave. His powerful thrusts began to stutter as he felt his orgasm rushing toward him. He lost his rhythm and tried to just maintain his thrusting, but the sensations quickly overwhelmed him and with a final thrust he pressed himself as deep as he could and let loose, spraying his hot cum deep inside the boy.

Cody's eyes flew open. “What's happening?! Ohhhh! What is it? Ahhhh!”

Dave shot his first couple of salvos deep inside the boy's bowels, but then he regained a hint of his senses and he quickly pulled out. The rest of his gooey white jizz spurted out to land on the boy's stomach, all captured by the shaking phone held in Cody's hand.

That's when there was a knock at the door.

*

Dave jumped up, heart pounding, thoughts of police and handcuffs and sliding cell bars flashing through his head. Then he remembered the necklace, the power, and he calmed. He didn't have anything to worry about. He glanced down at Cody, who was looking up at him curiously. Amazingly, the boy's little penis was still as rigid as ever.

“Cody,” Dave said, “could you please get yourself cleaned up in the bathroom and put your clothes back on? You won't need your shoes. Just wait in here until I call you, okay?”

“Okay, Dave!” the boy said enthusiastically, jumping from the bed, stiff little dick bouncing. He gave Dave an affectionate hug and reached out to wrap his hand around Dave's mostly limp penis.

“More of that later, little buddy,” Dave said with a smile. “Now scat,” and he gave the boy a light smack on his pert little behind.

Dave then grabbed a robe from his closet. It used to hang from a hook in the bathroom until he realized one day that he never used it. There was little point, living on his own. He was reluctant to simply toss it out though, so he'd hung it deep inside his closet. This seemed like a great opportunity to grab it, as he wasn't prepared to get dressed just yet. Whoever was at the door would just have to deal with seeing him in a robe, which wasn't all that unusual, he figured.

Dave closed the door to the bathroom behind him and made his way to the door. A glance at a clock on the wall showed that it was 6:37pm. He was amazed so much time had passed, and he wasn't very surprised then to see that it was Lynn Martin at his door when he opened it.

“Dave,” Lynn said with a distracted smile. “I'm so sorry to bother you.” Her eyes took in in the bathrobe. Dave wasn't sure what to make of the look she gave him. “I wanted to ask, have you seen Cody? It's just, I've been home for twenty minutes now and he's not here. It's just not like him. Did you see him at all?”

Dave smiled sympathetically, while his eyes took in Cody's mother. She was blonde, like her son, but her hair was a bit darker. At least at the roots. Not much darker, she was a natural blonde, but Dave suspected she colored it a shade or two lighter than her natural color. She wasn't a tall women, only five-and-a-half feet tall, but she was very attractive. Dave had imagined once upon a time getting to know her and date her, but then the depression had sunk its claws into him and those kinds of hopes had died.

“Lynn,” Dave smiled. “We've always been good friends, haven't we?”

“Uhh, sure, Dave,” she said, a bit uncertainly.

Dave nodded. “Actually, we've been really great friends, right?”

“Of course we have, Dave. Great friends.”

There it is, Dave thought with satisfaction. “Lynn, you should come inside so we can talk. Of course you trust me completely.”

“You know I do, Dave,” she said, stepping inside without hesitation. She stood looking around for a moment. “Seems funny that I've never been inside here before,” she remarked.

“Well, we've fixed that now,” Dave said, “and you're very comfortable here. Why don't you have a seat?”

As Lynn was sitting, she said, “I'm just so worried about Cody.”

“You can relax,” Dave said. “Cody is here and he's perfectly fine. You trust me with him completely.”

Lynn sighed and relaxed back into the sofa. She even gave a little chuckle. “I'm so relieved, Dave. I was so worried. I hope he hasn't been too much trouble.”

“He's been great, Lynn,” Dave assured her, a smile on his lips thinking about what he'd just been up to with her son. “It really makes you happy that Cody spends time with me. In fact, you would be perfectly happy with anything Cody and I did together.”

“Of course I would, Dave,” she assured him.

“Would you like to know what we were doing?” Dave asked, feeling a giddy excitement.

“Sure,” Lynn said with a smile.

“I was fucking him,” Dave smiled. “I was just in there plowing his sweet little ass with my cock.”

There seemed to be just a millisecond of something passing through the woman's eyes, some sort of horror or protest, gone so fast that Dave wasn't even sure he'd seen it, and then Lynn smiled and said, “That's great, Dave. I hope you boys enjoyed it.”

“He was begging for more,” Dave said, enjoying himself. “That kid just loves my cock.”

“I'll bet,” she smiled.

“Lynn, please be honest with me. Do you find me attractive?”

“I've always thought you were attractive, Dave,” she said. “Of course, then you started putting on the weight and I always thought it was such a shame.”

“Have you ever thought about my cock?” Dave asked.

“Dave!” Lynn said, blushing.

“It's okay, Lynn,” Dave said. “You're never embarrassed by anything I say or do. In fact, you feel free to say anything you like in my apartment without any embarrassment. Have you thought about my cock?”

“Sure, Dave,” Lynn said without any trace of embarrassment. “I've wondered a couple of times what it might look like.”

Dave thought about getting her opinion, but he'd had enough truth about his dick after the incident in the bar earlier. Instead he went to the bedroom door, opened it, and said, “Cody, can you come in here please?”

Cody came into the room and saw his mother. “Mom!” the boy cried happily and rushed forward to give his mother a hug.

“Hey, baby,” the woman said, ruffling his blond hair. “I was worried about you. You weren't home when I got home from work.”

“Sorry, mom,” the boy said. “We were busy. Dave was fucking my ass.”

“So I heard,” Lynn said, as if the boy had said they were watching television. “Well, I hope you haven't been a nuisance.”

“I haven't, have I, Dave?” the boy asked.

“He's been great,” Dave assured them both. “Lynn, you have a very beautiful boy.”

“He's a looker,” Lynn agreed, affectionately caressing Cody's cheek.

“Lynn, when was the last time you saw Cody naked?”

Lynn thought for a moment. “It's been a couple of years,” she said. “I think it was that time you came home soaked to the skin from the rain, wasn't it, Cody?”

“Yeah,” the boy agreed with a smile. “You made me take off all my clothes and made me stand in the shower because I was shivering so bad.”

“Have you wondered what he looks like naked now?”

Lynn smiled. “Of course. I'm curious what's happening with the little guy's body. I'm guessing he's started puberty by now. He's certainly going through a growth spurt.”

“Would you like to see him naked right now?”

“Well, I wouldn't want to embarrass him,” she said.

“Cody, you'd like your mom to see you naked. You won't get embarrassed, will you?”

“I won't,” he said with a smile. “You want to see me, Mom?”

“Cody, why don't you stand up and take off your shirt?”

The boy didn't hesitate, quickly revealing his muscular little chest and flat stomach. His jeans rode low enough that the V of muscle could be seen disappearing down into them.

“Now your pants, please,” Dave said.

In a moment, Cody's shorts joined his shirt on the ground, leaving him standing in just his black boxer-briefs. Dave was a bit surprised to see evidence of a boyish erection. Did the boy ever get soft?

“Does Cody wear underwear around the house, Lynn?” Dave asked. His cock was growing underneath his robe.

“From time to time,” Lynn answered, eyes locked on that little bulge. “He's become fairly shy lately, though.”

“Can you see him, Lynn?” Dave asked. “Can you see how hard your little boy's cock is?”

Lynn just nodded.

“Do you want to see it?” Dave asked. “Do you want to see Cody's stiff dick?”

“Yes,” Lynn answered honestly.

“Lynn, why don't you go ahead and take off Cody's undies for him,” Dave suggested, while seating himself next to her.

Mother then reached out and hooked her thumbs into her son's briefs. She pulled them down, revealing the boy's bouncing little boner. She helped Cody step out of his briefs while staring at his cock.

“What do you think of it?” Dave asked.

“It's bigger than I was expecting,” Lynn said. “It's grown. I mean, I haven't seen it hard in a few years. It's grown a lot since then.”

“You can touch it,” Dave said.

“A mother shouldn't touch her son that way,” Lynn said.

“It's okay to touch him that way,” Dave said. “In fact, you very much want to touch Cody and make him feel good.”

Lynn reached out and took Cody's cock delicately between her fingers. “It's so hard, baby,” she remarked as she gently explored his length. “Your father had a fat cock,” she said. “I bet yours will be fat, too.” She reached down then and explored Cody's little balls, making the boy gasp and his cock lurch.

“I'm gonna get my orgasm,” Cody said in a strained whisper.

“Just let it come,” Dave suggested. “You should help him cum, Lynn,” Dave suggested, and watched the woman's hand wrap around her son's fat little cock, beginning to jack it expertly. In less than a minute Cody shuddered. Then, “You just made your son cum, Lynn. That turns you on so much.”

Lynn reached up and cupped her left breast. Her breathing began to quicken.

“Cody,” Dave asked, “have you ever wanted to see your mom naked?”

“Sometimes I think about it,” Cody admitted, while his mother continued to gently stroke his little erection.

“Lynn, why don't you strip for us?” Dave said. “It will make us happy and you want to make us happy.”

The blonde woman stood and began to undress. She'd obviously already changed from her work clothes, which were nurses scrubs. She was just wearing a t-shirt with a sports bra underneath and yoga pants with purple panties. It was all on the floor in moments.

Dave wasn't sure how old Lynn might be. Cody was twelve, so if she'd given birth to him when she was twenty, that would make her thirty-two or so. She was still very attractive and Dave didn't know if she kept in shape by going to a gym, or just by being a nurse and being on her feet all day. In either case, her body was nicely toned. There was a neat triangle of light brown hair between her legs, and her breasts were large on her small frame, but still surprisingly firm, topped with large brown areolas and stiff nipples.

“What do you think of your mom's body, Cody?” Dave asked.

“She's beautiful,” Cody breathed, staring.

“Does looking at her make your little cock throb?” he asked. Cody nodded dumbly. “You're making your son hot for you, Lynn. You can't believe how much that excites you.”

“Baby, you like Momma's body?” the woman asked, stepping up to Cody, fingers playfully exploring his smooth chest.

“Cody,” Dave interrupted, “why don't you come over here and show your mom how you can suck my cock? Lynn, watching Cody doing anything sexual is such a turn-on for you.”

Cody happily knelt between Dave's legs and reached out and untied the terrycloth belt holding his robe together. Spreading it apart, he revealed Dave's big hairy belly and his throbbing cock. From his position, Dave only saw the top half of his dick, so he only saw a small portion of Cody's fist as it wrapped around it. Then the boy was eagerly licking him.

“Why don't you come sit beside me, Lynn?” Dave said, patting the cushion beside him.

The woman joined him, eyes locked on her son as he swallowed Dave's cock, his soft, full lips riding up and down on the skinny length of the man's stiffened penis. Dave watched Lynn's hand move between her legs and saw her fingers began to move as she stroked her already wet sex.

“You should slide a finger into your pussy,” Dave said in a bit of a shaky voice. His eyes widened in appreciation as he watched Lynn do just that. “Did you ever expect to see your baby boy with a cock in his mouth?”

Lynn shook her head, but didn't answer, just continuing to stare and finger herself.

Dave again considered asking the woman what she thought about his dick, but he figured he'd learned his lesson earlier and he wasn't sure his ego could take another hit. Instead, it occurred to him to hedge his bets, as it were. “Lynn, I have the greatest cock you've ever seen on a man. Say something nice about it, please.”

“I love watching Cody suck your cock,” she said. “It's so beautiful. Both of you.”

“Cody, why don't you let your mom have a try,” Dave suggested.

“Okay,” Cody said, after releasing his spit-soaked cock. “Your turn, Mom.”

Lynn didn't hesitate, quickly adjusting herself on the couch so that she could lean down into Dave's lap. Dave could immediately tell the difference between youthful enthusiasm and hard won experience. Lynn's experienced mouth quickly had his cock thrumming, but again, he didn't want to waste what he thought might be the last orgasm he had in him. For awhile at least.

“Lynn, you'd make me so happy if you knelt on the floor in front of Cody and sucked his cock. Cody, could you stand up so your mom can suck you?”

Cody eagerly rose, practically standing at attention, just like his little soldier, which throbbed eagerly. Lynn slid off the couch and knelt before her son, taking just a moment to seemingly admire his beautiful young body. Then she reached out and took Cody's little cock between her thumb and forefinger. She jacked him a couple of times, and then her fingers slid downward, going up under and behind the twelve-year-old's little balls, lifting them.

Dave watched as Lynn's tongue snaked out and began to lap lightly at the little boy's hairless nuggets. Then she was sucking one of them between her lips, moaning as she swirled her tongue over it. The other quickly followed, and she had her son's entire scrotum in her mouth, teasing it. When she finally released his balls they hung shining with spit and tightened into a plum-sized ball.

Lynn then played her tongue around the base of Cody's cock, tasting and teasing the completely hairless flesh there, showing no signs that this was anything but a complete pleasure to her. In fact, Dave noticed that once again the fingers of her left hand played between her legs, two of them driving themselves slowly and deliberately into her soaked pussy. Her right hand was firmly clutching one of Cody's beautifully rounded butt cheeks.

Bald pubic mound properly explored, Lynn traced a hot, wet line up the short length of her son's pubescent cock. Cody gasped.

“Isn't that the most perfect little cock you've ever seen?” Dave asked, reaching down to lightly stroke his own cock.

“Perfect,” Lynn breathed, and then she wrapped her lips around the tip. She swirled her tongue around the sensitive little cockhead and Cody visibly shivered. In moments Lynn had her lips pressed against the smooth base and then she was bobbing her head up and down, the sounds of her suctioning mouth lewdly resounding through the room.

Dave heaved himself up off the sofa and stepped up to stand beside Cody. “Both of us, please,” he said to the woman.

Lynn immediately released her son's little cock and took Dave's into her mouth. She sucked him expertly for about twenty seconds before switching back to Cody. Dave allowed this to go on for about five minutes. Cody announced he was having an orgasm once during that time, and Dave felt close several times himself, always telling Lynn to switch when he got too near the edge.

Finally, wanting to move things along, Dave moved the party into the bedroom. He had Lynn lie down on the bed, her legs hanging over the edge. Her pussy was fully on display, and Dave could see Cody staring avidly, his fingers playing feather-light on his little erection.

“That's your mom's pussy, Cody,” Dave said. “Do you like it?”

“It's weird,” Cody allowed.

Dave grinned. “Cody, your mother would like it if you knelt down there and licked her pussy all over. You'd like that, wouldn't you, Lynn?”

“Oh yes,” Lynn moaned. “Please eat my pussy, Cody. Eat Mommy's pussy.”

Cody knelt down and put his hands on his mother's thighs. “What do I do?” he asked.

“Just lick me, baby,” Lynn said helpfully. She ran a finger up along her gaping pink slit. “Here, just lick me all over here.”

Cody leaned his face down into his mom's crotch. Dave assumed from the woman's suddenly arching back and twisted facial expressions that she enjoyed having her son lapping at her cunt. Lynn took Cody's blond head in her hands and pushed her crotch upward while pulling him against her, grinding her pussy against his face. She began to gasp.

“Lick me here, Cody,” she hissed, and Dave saw she was indicating her little button. A moment later, her whole body shook. “Uhhnngh, that's it, baby,” she said hoarsely.

After a couple of minutes Dave felt himself growing a bit bored. “Please move back, Cody,” he said, and the boy obeyed. Dave stepped up between Lynn's widespread legs. Her pussy gleamed wetly. “Watch this, Cody,” he said. “I'm going to fuck your mom.”

Then Dave took his erection in his hand and carefully guided it towards Lynn's little hole. He sighed as he pushed the head inside, and then he drove himself slowly forward, loving the feeling of the woman's pussy wrapping itself around his cock.

“Does that feel good, Lynn?” he gasped. “Do you like my cock in your pussy?”

“Feels so good,” she said, squeezing her large breasts.

Dave began to thrust, roughly slamming his cock into the woman, watching her big tits bounce with each powerful thrust. His cock felt amazing, and he knew he could quickly cum if he allowed himself. So it was with difficulty that he withdrew, his cock sliding from Lynn's pussy, dripping with her juices and his own precum.

There was one final thing Dave wanted to see before he allowed himself the pleasure of release. “Cody, it's your turn to fuck your mother.”

“I'm gonna put it inside her?” the boy asked, eyes growing wide.

“You sure are,” Dave said. “It's going to be the most amazing thing you've ever felt.” Then, “Lynn, Cody is going to fuck you. You're going to fuck your own little boy. His little cock is like magic. It'll be the most wonderful thing you've ever felt inside you.”

“Please fuck me, Cody,” Lynn said, coaxing her son near.

Cody licked his lips a bit nervously and stepped up to the end of the bed, standing between his mother's outstretched legs. Dave stepped behind the boy and wrapped his arms around him, reaching down to caress the boy's adorable little cock. He wrapped his fist around it, embarrassed and excited that the twelve-year-old's little cock was just as thick as his own.

“Let's just get you lined up,” Dave breathed, feeling his cock leaving a wet trail against Cody's back as he pressed the boy closer. He realized the boy wouldn't even have to kneel to get his dick into his mother's pussy. So once Cody was close enough, he rubbed the fat little cock along his mother's slit until it was wet enough, then he pressed it forward. “You just need to press forward now, Cody,” Dave said.

Dave had perhaps expected the boy to slide himself forward slowly, but apparently Cody had other ideas, and he simply slammed his skinny hips forward.

“Oh!” Lynn gasped, and then she was convulsing. “Oh! Oh, Cody!” She locked her ankles around Cody, holding him close while she came, shaking and crying with pleasure.

“I'm doing it again!” Cody gasped.

“You need to fuck her, Cody,” Dave instructed. “Like I did it. Go in and out. Fuck your mother's pussy.”

Gripping her thighs for balance, Cody began to drive his three-and-a-half inch cock in and out of his mother's pussy. Lynn's eyes were wide with wonder and perhaps a bit of fear as she continued to convulse. Apparently Dave's suggestion that her son's cock was the most amazing thing she'd ever feel was being taken to heart, because she seemed to be experiencing either one long, rolling orgasm, or a long series of them back to back. The end result was that Cody continue to work his slender little hips, driving his small cock like a piston into his mother's cunt and Lynn just sobbed and shook.

Finally, Dave couldn't take anymore. He needed his own. He crawled up onto the bed and stretched out awkwardly until he could get his cock near Lynn's face. The woman was so wrapped up in what was happening to her that she didn't even seem to notice.

“Lynn,” Dave said, “please suck me while Cody fucks you. It'll make you feel even better. Also, you'll have no problems taking me all the way.” Dave wasn't sure if that last bit was necessary with just his five-and-a-half inches, but he didn't want to hear any gagging when he just wanted to cum, watching the hot action between mother and son.

Dave was concentrating on the look on Cody's face as he drove his little erection into his mother's gripping pussy. He felt Lynn take his cock into her mouth and he felt a shiver race through him. She really knew what she was doing. He was able to ignore all but the sensations she was giving him as he watched the little blond boy he'd fantasized about for so long ramming his cock into his mom. He knew he'd caused this, a dark fantasy come to life, and he shuddered again. Man, Lynn's mouth was like magic. She was sucking desperately at him, her head bobbing just a bit. He began to work his own hips, driving his cock into her mouth.

This time when he felt himself getting near, Dave made no effort to stop the action. He gave into it, driving himself even harder and faster into the woman's welcoming mouth. There was something about the way his slightly puffy pubic mound ground against Lynn's mouth that just did it for him. That and the sight of Cody tirelessly driving his pubescent cock into his own mother's pussy.

Lynn didn't even choke when Dave finally came. He thrust forward a final time, gripping the back of the woman's head as he exploded into her mouth, spurt after spurt of his hot semen jetting into her throat as he shuddered. She just swallowed and continued to suck at him. It quickly became too much for Dave, who had to pull backward to save his over-sensitive cock from her desperate sucking. Even then she attempted to take him back into her mouth, until he rolled to his back, out of her range.

Dave just lay there for a couple of minutes, feeling the glow of his orgasm slowly fade. The sound of Cody's sturdy little cock working continued to fill the room, as did the boy's breathing and his mother's moans and gasps and cries of pleasure.

Finally, Dave sat up. It was a bit more of a struggle than it should have been, but he was wiped out and his gut wasn't helping things. He stared idly at the fucking couple, mother and son joined and bringing each each other continuous pleasure. A glance downward showed his penis, soft and shriveled, the spit from Lynn's mouth already dried.

“Okay, that's enough,” he said, a bit annoyed. “You guys are going to have one big final orgasm in ten seconds and then you'll be ready to stop.”

Sure enough, mother and son acted as if the world were exploding or something. Dave just watched, tired of the display. As Cody collapsed on top of his mom and Lynn gasped for breath, hugging his small body to her, Dave stood.

“Okay, please listen to me, you two.” Dave thought a moment as the woman and boy looked at him attentively. Dave wondered if Cody's little cock was still hard inside his mother's pussy. “You two are going to go home in a couple of minutes. When you leave here, you'll forget all about what happened here.” Dave paused, thinking of the possible implications of that. “Unless I remind you, that is,” he said. Then, “Aw, dammit. I didn't think to film you guys,” he muttered. “Oh, well. Next time. Anyway,” he said, directing his attention back to the pair, “you'll forget about it all until I remind you. In the meantime, you'll go home and just remember having a normal day, doing whatever you usually do. Understand?”

The pair nodded, and Dave thought a bit more. He wasn't sure if he was ready to leave it at that, but he wanted to be careful because he didn't actually want to have mom and son fully aware of having sex with each other going forward. He figured that would seriously mess with their future relationship. Still...

“Cody, what do you normally wear around the house in the evenings?”

“Usually shorts and a shirt,” the boy said with a shrug.

“Lynn, you said Cody sometimes wears underwear around the house, didn't you?”

“Well, it's been a bit, like I said. Not just underwear though. He always wore a shirt as well,” Lynn answered.

Dave grinned. “Okay, Cody you'll go back to wearing underwear and a t-shirt in the evenings instead of shorts. After... oh, let's say three days, you'll just stop wearing the shirt and only wear your underwear, okay? Oh, and what do you sleep in?”

“Just underwear,” the boy answered.

“Do you put anything on before you go down for breakfast?”

“My shorts and a shirt again,” he said.

“Okay, from now on you'll just stay in your underwear when you go down in the mornings, okay?”

Cody thought a moment and said, “Will she still want to see my boner after we forget? I get them in the mornings all the time now.”

“You won't mind,” Dave said. “In fact, part of you secretly wants your mom to see your boners. You'll have a boner every morning. And Lynn, part of you is secretly thrilled by seeing Cody has an erection. In fact, you're going to start trying to subtly engineer situations where you can see Cody naked. You won't let it go beyond looking, but the sight of his nude body will give you a secret thrill. In fact, when it happens, you'll just joke about it, and Cody, even though you'll probably be a bit embarrassed when she sees you naked, or hard, it won't bother you all that much and you'll think about it when you masturbate. Oh, and tonight, because you won't remember that I taught you how, you'll learn how to masturbate on your own all the way to orgasm and think that you came up with the idea all on your own, okay?”

“Okay, Dave,” Cody smiled.

“Okay then, guys,” Dave said. “Why don't we all get dressed and you two can get home. Remember, as soon as you walk through your door you'll follow all the instructions I've explained to you.”

A minute later mother and son were dressed and out the door, presumably to go home to a mostly normal evening. For a moment Dave imagined Cody lounging around in his underwear and Lynn catching sight of a bulge in his little undies. He realized he was hard again, and though the urge was there, he decided to let it go for now.