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Twelve-year-old Tyler walked out of the bathroom, a thick towel wrapped around his thin hips. A curling stream of mist followed him into the hallway, along with the smell of freshly showered and shampooed boy. In his bedroom, he unwrapped the towel and tossed it, pleased when it landed squarely on the bedpost where he'd aimed. He was just stepping into a pair of gray boxer-briefs when the door opened.

Startled, the boy turned to the side, presenting his backside to the bedroom door instead of his profile, and nearly stumbled, trying to quickly stuff both feet through the correct holes and pull his underwear up. "Mom!" he cried.

"Oh, hush," Sharon Phipps said laconically, barely glancing at her naked son. "I've seen your ass a thousand times." Then, "You didn't make your bed."

"I made it before school," Tyler complained, finally fixing his underwear around his hips and turning to face his mother. "It just got messed up later," blushing as he said it, realizing that it was messed up because he'd come home and immediately torn the bed up getting out his pillow, which he'd taken to humping whenever the urge struck, which was pretty often. In fact, he sneaked a guilty glance at the pillow sitting there in the middle of the bed. He'd avoided putting the pillowcase in the laundry because of the growing stain which was starting to form since he'd started squirting recently. Luckily, he'd turned the pillow over when he'd finished earlier so he could rest and stare at the ceiling while he recovered his breath.

Sharon placed the armload of laundry which had brought her into her son's room on the end of the rumpled bedspread and took a suspicious look around the space. She began to fussily straighten it, fluffing the pillow and putting it back into place. She didn't see Tyler's suddenly held breath or hear the sigh of relief as she folded the bedspread back over top of it.

Tyler's room always smelled a bit funky these days. She knew his father had had a recent talk to him about hygiene at her insistence, but she wasn't sure how much good it had done. "It smells in here, Tyler. Can't you open up a window? It's so dark. You're going to need glasses if you keep this up." She meant spending time in a dark room, but Tyler's mind immediately went to something he'd heard about going blind if you played with your pecker too much. Did she know?

To distract himself, Tyler went to the load of clothes and began to rifle through them. "Where's my pj shorts?" he asked finally.

Sharon shrugged. "If they were in your basket, then they'll be in the next load."

"But what am I gonna wear?" the boy complained. It was Friday night and Tyler got to stay up later than usual and watch TV assuming his homework was done and he'd showered. Both criteria met, he was looking forward to watching some shows he had saved on the DVR.

"Wear what you're wearing," Sharon said wearily. She'd had a long day at work and her kid whining about a pair of threadbare shorts that were getting too small on him anyway wasn't making things any better. She just wanted to get a glass of wine and her book and relax for a bit.

"But they're underwear," Tyler said, as if that explained everything.

Sharon gave a put-upon sigh. "Tyler, they cover up just as much as those ratty shorts. I'm done with laundry for the day, so do you want to watch TV or do a load of laundry?"

"TV," Tyler answered sullenly, seeing her foul mood and knowing the only correct answer.

Somewhere near midnight, Sharon sighed and closed her book with a soft thump. She hadn't meant to stay up reading so long, but the romance novel was downright steamy and the action had kept her hooked. Now, feeling horny and frustrated and more than a bit tipsy after four glasses of wine, she flicked off the light which overlooked the chair upon which she was curled up and prepared to head up to her bed.

Sharon knew her husband Stan wouldn't be home for a couple of hours yet. He played poker with his friends on Fridays. Or so he said. She had her suspicions. She'd met his friends and they weren't worth the kind of time he supposedly spent with them.  Not to mention that she couldn't remember the last time he'd bothered to crawl on top of her to do his 'husbandly duty'.

Clicking off the TV, she heard a noise and glanced over to see Tyler stretched out on the couch. She'd completely forgotten he was there. The boy was deeply asleep. She was about to call out and tell him to get his ass up to bed when something made her stop. Taking a step closer, her eyes still adjusting to the darkness as the only light was that which was spilling in from the foyer, she confirmed what she thought she'd seen before. Tyler seemed to have a hard-on.

At first she was amused. Then a wave of embarrassment almost made her turn away. Finally, curiosity and a hint of something else, probably the wine and residual horniness from her book, made her step closer and look down at her sleeping son.

Tyler was on his back, his left side to the back of the couch. His right hand was under his head, which was turned to face the back of the sofa, and his left was lying on his chest. His underarm was exposed, and she could see with no surprise that it was completely hairless. Sharon wasn't surprised because she still considered Tyler to be a little boy, despite the recent changes she realized must have been happening, like the hygiene issue.

Still, pausing to take a more objective look at her son, she could see subtle changes which were obviously precursors to his impending maturation. He was a bit broader in the chest, and the muscles there and in his stomach were more defined. His thighs, still slim, seemed more muscled, and she was surprised to see some light blond fuzz down at the lower part of his calves. Also, most glaringly, was the bulge in Tyler's briefs.

The lump there wasn't big by any means. He was still twelve after all, but it was bigger than she'd have imagined it would be, and obviously quite hard. In fact, she could almost swear that she could see it throbbing through the cloth. As she had the thought she felt a stirring between her legs which nearly shocked her into moving. She remembered when her husband used to get hard like that. She wondered if Tyler would grow to be as big as his dad.

As she watched, Tyler moaned in his sleep and gave a little push of his hips, making his stiff penis push even more insistently against his restraining briefs. She was suddenly struck by the extreme sensuality of the boy. She noticed that his tiny nipples were nubby pinpricks on his chest, that his left hand was vaguely drifting across his body, as if in search of something to stroke.  Did Tyler masturbate? she wondered.  She tried to imagine such a thing, and was shocked when an involuntary shudder rippled through her.

Tyler had always been a beautiful boy; something in which she took some measure of pride. She'd had him when she was only nineteen, and she could almost pass for his older sister. Or so she told herself. They both shared her slim, willowy grace. He had her blond hair, which he wore short and draped artfully over his brow, and her wide, expressive blue eyes, the high cheekbones, cupid's bow lips and delicate features. She was only five foot four, and she wondered how tall Tyler might grow. Stan was six feet and dark, nothing like her boy.

Sharon was able to admit in that moment that she'd simply been going through the motions of life for some time now. Her son and husband had basically become people she cleaned up after due to some lingering sense of duty. Perhaps that was how she was able now to see the young boy in front of her not so much as her son, but as a separate, sexual being, full of needs and desires of his own.

Not even realizing she was doing it, Sharon found herself pulling an ottoman around so that she could sit down at Tyler's side. Eyes now fully adjusted to the dim light, she found herself staring at that slim tube of flesh pressing up against the thin cotton briefs. Every few second it would twitch, and she wondered what thoughts were going through his head. Without any conscious intention to do so, Sharon reached out.

It wasn't until she felt the heat of her son's penis against her fingers that she realized what she'd done. She almost pulled her hand back then, but the throbbing she felt against her fingers was answered by a throbbing deep in her center. Instead she pressed, sliding her index, middle, and ring fingers up along the thin shaft while her thumb and pinky rode the sides.  She couldn't believe she was doing this; touching her son's penis.  What kind of mother did this?  However, it engendered in her a sort of hunger and possessiveness she found hard to deny.

Tyler's cock wasn't very big. From where she imagined the base to be, to the tip of what she knew to be a circumcised head, he wasn't even five inches long. Longer than four she felt, but certainly not five, and perhaps a bit thicker than his father's thumb. Stan was eight inches. She didn't care. There was a spark of excitement in her pussy she hadn't felt for a long time while touching Stan's dick. As she gripped the little acorn shaped glans, she slid her finger up over the tip, and was surprised to feel a hint of moisture.

Pulling back her hand, Sharon could see a dark spot on Tyler's briefs where she'd just pressed. She pressed there again, then gently circled the tip of his penis with her finger. Tyler moaned and squirmed, making her heart beat as she released him.

After a moment, Tyler subsided, a vaguely needy expression on his face. His left hand clenched on his chest and his right slid from behind his head, nearly hitting her as it moved down to lie on his hip. Finally she reached out and with her long nails teased the boy's little ball sac. She grinned as she felt them writhe against her fingers and Tyler moaned again. Carefully taking a handful of cloth, she squeezed it inward around the boy's cock, allowing her to lift his penis upright and nearly get her fist completely around it.

Now she could really feel it throbbing, and the dark spot at the tip grew. Sharon realized her left hand had drifted to her braless tits and she pinched her left nipple through the t-shirt she was wearing. She saw that she was causing Tyler's boxer-briefs to ride up his legs, and down his abdomen. She was very curious to see his crotch. To see if he had any hair down there yet. She'd have never imagined before tonight that he did, but now she was thinking otherwise. However, she was very worried about getting caught in such a compromising position, and there would be no explaining the condition of his briefs if he woke as they were now.

Getting hold her herself, she released her son's cock. She carefully pulled the little legs of his briefs back into place, so they weren't bunched up against his balls. The waistband was still riding very low, showing a lot of pale skin. In fact, the tip of Tyler's young dick was nearly free. Deciding to risk a quick glance, she hooked a finger on either side of his erection at the elastic band and lifted up and back, exposing about half of his length. The sight of that stiff young cock, so paradoxically innocent and wicked, sent a shock through her. She gently stroked a single finger along his silky length, feeling the sweaty moistness and heat of his groin, and shivered as she smoothed the cloth back into place, her hand gently cupping the wildly throbbing bulge there.

Sharon's heart was beating so hard she was sure Tyler would somehow hear it and wake. Amazingly, without even touching herself, she could feel the incipient signs of an orgasm building between her legs. She continued to rub at the hot bulge under her hand, her fingers every few seconds stopping their up and down motion to rub gentle circles around that bundle of nerves just under the head of the boy's cock.

Sharon's mouth was dry, and her heart was in her throat. She wasn't thinking about what she was doing. She was just acting. She squeezed her thighs tightly together and felt herself start to go. Not the most intense of orgasms, but amazing for being hands-free. Under her fingers, she felt Tyler's cock give a sudden lurch and the boy gasped. She hurriedly put her hand on his chest, feeling the dampness of his skin and the beating of his heart.

Tyler's eyes shot open. He'd been dreaming. He wasn't sure about what. Someone had been touching him. Down there. He thought it might have been Hannah Carter, a girl in his class with beautiful blonde hair and small, but perfect breasts. She'd been rubbing his...

But it wasn't Hannah he saw in front of him, but his mom, and between his legs... he could still feel it. That feeling he got when he did what he'd so recently learned to do to himself from his fourteen-year-old cousin Ryan when the boy had stayed overnight with them at Thanksgiving. He could feel the last dying lurches of his dick, the hot liquid spreading over his groin.

"Honey," Sharon, asked, "are you OK?" She looked down quickly and could see a spreading wetness in Tyler's briefs. "I was going to wake you. I thought you were having a nightmare."

Tyler was pretty sure this was the nightmare. He could feel the wetness seeping into his crotch and he realized what must have happened. All that talk in school about wet dreams and emissions. It had never happened to him before, but he guessed it finally had. And in front of his mom!  He turned crimson and began to reach down between his legs.

Sharon looked down, as if just noticing her son's predicament. She reached out and took his hands. "It's OK, honey," she said gently. Tyler struggled for a moment, but she finally got caught his eyes, for a moment at least, and repeated, "It's OK. It's perfectly normal, Tyler. Nothing to be ashamed of."

"Mom," Tyler begged, but it was barely a whisper.

"Wait right here, honey," she said. As soon as she stood, Tyler began to sit up. "I mean it, Ty," she said, using a nickname she realized she hadn't used in some time, "lie down and wait right there."

Tyler subsided. The one thing you didn't do was disobey your parents. Still, he couldn't help but cover himself, feeling the sticky mess against his fingers and soaking into his crotch. Tyler didn't squirt much. He'd only been producing more than a droplet or two for a few weeks. It was never more than a thin, watery spurt followed by a couple of droplets now, but it sure felt like a lot as it squirmed around his dick and balls.

Sharon was back in just over a minute, which seemed like a lifetime to both of them. She sat back on the ottoman and gently pulled Tyler's hands away from his crotch. She had a warm washcloth in her hand. "C'mon, kiddo," she said, using yet another forgotten nickname. "Let's get you cleaned up."

Tyler's eyes widened with alarm. "Mom! I can clean it!"

"Don't be silly," she said, as if he'd just claimed he could fly an airplane, or pay the rent. Laying the washcloth across her leg, she hooked her fingers into the waistband of Tyler's briefs and said, "Up."

The way she'd said it, so sure he'd obey, caused Tyler to lift his backside up off the sofa before he'd even really had a chance to considered not doing it. He felt his underwear quickly being slid down his thighs, the coolness as the air hitting his exposed genitals, and then they were slipped off his feet. She gently slapped away his last effort to cover himself and, mortified, he squeezed his eyes closed and turned his face away, his fists clenched tightly to his sides.

Sharon just stared for a moment. Now that she'd gone this far, she found herself a bit disappointed and confused. She still felt the lingering warmth of her orgasm glowing between her legs, but seeing Tyler spread out naked before her wasn't inspiring the type of excitement she'd anticipated. With the additional light from the bathroom added to that from the foyer, Sharon could see much better.

"You don't have to be so embarrassed, honey," she assured him, mostly to be nice.

Tyler did indeed have some pubic hair, she could see. Not much, just a sparse dappling of silky hairs at the base of his little penis, which was now curled up to less than an inch long, just a pale pink nubbin, shiny with moisture. She wiped at it with the washcloth, feeling it move underneath her fingers like a little worm. She worked the washcloth over his little balls, each about the size of a large grape, the sac lightly wrinkled and apparently completely hairless.

"We'll get you cleaned right up," she said with forced cheerfulness as she spread her son's legs a bit and slid the washcloth down into the juncture of each thigh, cleaning up the wet stickiness which coated the sides of his small balls and had soaked down into the creases.

Tyler wanted to die. He could feel his mom washing his nuts and he could hardly believe this was even happening to him. He was twelve. He was practically a man and she was washing his naked crotch like he was a baby that had just wet himself.

Feeling embarrassed and a bit ashamed over what she was subjecting him to, especially after being the cause of it all in the first place, she said, "Tyler, look, you've got some hair growing down here. I had no idea you were so grown up."

Oh my god, Tyler thought. She can see my hairs. He didn't think he could get any more embarrassed, but on the other hand a part of him was a tiny bit proud that she was seeing them. He'd actually been imaging different ways over the last few weeks that he could get her to notice that he had some hair down there. The problem was that he didn't want her to see his dick, which he was pretty sure was small. It was certainly smaller than his cousin's.

Sharon almost stopped when Tyler didn't respond, but reasoned that she might as well do a thorough job now that she'd started it. So she pinched a bit of her son's remaining foreskin between her left thumb and forefinger and lifted his soft little penis. She stretched it out so that she could wipe it well with the washcloth.

"You know, it really does happen to almost all boys," she assured him. Then, as she squeezed his little pink cockhead to make sure she'd gotten the last of his boyish jizz, she felt it. A stirring.

Sharon knew she should release him then. If she let go right then, she could play this whole thing off and it would soon be just a slightly embarrassing encounter between mother and son, to be laughed about in the future. She didn't let go, though.

Tyler's heart sped in alarm. Not now, he begged silently. Between his legs he felt the all too familiar sensation of his dick growing. Right in his mother's hand! He concentrated with everything he had to try to make it stop, trying to imagine the grossest stuff he could think of, but to his horror it just kept getting stiffer and stiffer.

In a deeper, more throaty voice, Sharon heard herself saying, "That's normal, too, Tyler," as her son's cock continued to grow in her hand. "Nothing to be ashamed of."

But there was something to be ashamed of, because instead of releasing it, she was staring as her twelve-year-old's cock grew in her palm. "You really are growing up, honey," she said softly.

Now she released it, only to watch it hover there over his mostly hairless groin, throbbing, fully erect. She saw that she'd slightly overestimated its size, probably due to the briefs adding a bit of bulk. He was probably just under four inches, but that didn't detract in any way from how excited the sight of it made her feel. Sharon had always considered herself a woman who liked big cocks, and she wasn't sure if it was just something about Tyler's cock in particular, but the sight of his thin, throbbing young dick was quickly warming her again, and she could feel that her nipples were almost painfully stiff.

"Do you have any hairs here?" she asked, gently lifting his little sac into her cupped palm. She rolled the small testicles around with her thumb. "Not yet? Well, they'll come soon enough," she said softly.

She released him again, and they sat in silence for about twenty seconds. Tyler wondered if this nightmare was finally over. To his shame, his cock was as hard as it had ever been and fully exposed to his mom. He knew she must be looking at it, but he was afraid to check. Sharon finally sighed and said, "Well, now I feel bad."

Confused, Tyler turned and cracked one eye. "Why?" he croaked.

"Well, just look at you, darling," she said, indicating his throbbing erection.

Tyler rose to his elbows and couldn't help but glance down at himself. He felt a strange mixture of the pleasure the sight of his boners always gave him as well as shame that his mother was seeing it. His mom explained, "I can't help but feel responsible. If I hadn't been touching you..."

"It's OK, mom," Tyler was quick to assure her. Even though he knew it was because his mom had been touching him down there, he couldn't let her think that was the reason. She'd think he was some kind of perverted freak. Was he some kind of perverted freak? "It's not your fault. It happens all the time."

"All the time?" she asked, quirking an eyebrow.

Tyler blushed. "Well, a lot," he allowed.

"And when it does," she said, "you...?" and she made a shy jacking motion.

Tyler blushed again and once again tried to reach down to cover himself.

Purposefully misunderstanding his movement, Sharon reached out and grabbed his right hand in her left. "It's not fair to make you do it, honey," she said. Then she reached out with her right and wrapped her fingers gently around his throbbing erection. Tyler shuddered. "If I caused it, then I should have to fix it."

Fix it!?! What did that mean, fix it? Tyler's mind raced.

So saying, she began to gently jack her son's cock. This was so much more intense than jacking him through his underwear. His young cock was all heat and hardness, smooth and silky. She couldn't get over how hard it was. Stan's cock had never been this hard. And right after coming only minutes before.

"Mom?" Tyler asked, terribly confused. He knew there was something wrong here. Your mother wasn't supposed to touch your dick, was she? Well, not like this anyway. Still, he couldn't believe how amazing it felt. So much better than when he did it himself. Her hands were so soft, and they moved in ways his hands didn't know how to move.

"Does it feel good, honey?" Sharon asked, twisting her hand on his little erection, making the little blond boy squirm. She could see his stomach muscles bunching and his thighs tightening.

Tyler could do nothing but nod, still propped on his elbows, his eyes locked on her moving hand.

"Just lie back, Tyler," Sharon said, and with her left hand she forced him onto his back. Her hand began to rove then, exploring his small, slim body, from his hairless armpits, across his slim chest and flat stomach to his silky-haired groin. Meanwhile her right hand kept up an intoxicating rhythm on his preteen cock, teasing him, always backing off before he could climax, her years of marriage having made her an expert in the art of masturbation.  

Sharon looked at the little pink head of her son's cock winking in her fist, tiny droplets of precum oozing, and she longed to take it into her mouth, but she somehow felt that would be going a step too far. Using only her thumb and forefinger to form a loose circle around his slim shaft, stroking him with agonizing slowness, watching as it practically thrummed, her palm growing damp with his leaking precum, she ran her long nails from his little balls, so tight now in their little sac, down until she could circle his tiny pink rosebud.

Sharon teased her son's asshole, able to tell from his reaction that it was a completely new sensation for him.  Finally, she slid her fingers a bit upward and began to press and rub about an inch below his young balls, feeling for that tiny firm spot she knew would be his growing prostate.  She knew she had the right spot when the boy began to shudder beneath her.  Then she leaned in close to whisper hotly in his ear, "Are you ready to come, baby?"

"Uh-huh," Tyler, his high-pitched voice full of need.

Tyler moaned in frustration when his mom's hand left his throbbing dick, and then gasped a moment later as he felt the now-cool washcloth spread out over his crotch. His mother grabbed him again then, and not in the teasing manner of before, but in a much more aggressive way.  She did some kind of twisty thing to his dick, some rubby move with her thumb, and suddenly he felt it, that feeling, only more powerful than he'd ever felt it before, and suddenly his slim hips were up off the couch and he could feel a powerfully pulsing... thing deep inside him, right where his mom was pressing and rubbing, begin to thrum while he gushed what felt like gallons of sperms into the waiting washcloth.

"That's it, baby," Sharon cooed as she felt Tyler's cock lurch in her hand.

She watched eagerly as her son's cock exploded, one watery spurt of boyish cum about seven inches long, overshooting the washcloth, stinging her wrist, and then another about four inches long, and then two or three big droplets which soaked immediately into the cloth. She gently closed up the damp cloth, washed the last bit off his stomach, and then squeezed his little cockhead for any lingering boyjizz. Tyler shuddered and sighed, coming back down to lie on the couch.

"That's my beautiful boy," she purred. Then she kissed him lightly on the forehead. "Can you get yourself up to bed?"

Tyler nodded absently, and feeling satisfied with herself, Sharon headed up the stairs to her room.  She was somehow keeping it together, in spite of her desire to simply whip off her panties and go back and sink her pussy onto the boy's throbbing little erection.  She stared with confusion at a sensation on her left wrist, and then without a thought brought it to her mouth and licked at the wetness there.  Her knees buckled a bit then, as the sweet taste of her son's watery jizz filled her mouth, but a hand on the railing saved her and she rushed awkwardly to her room.  

She began to shuck her clothes immediately after she closed the door behind her. Naked, she headed to the bathroom drawer where she kept her main toy, a seven inch vibrator, two inches smaller than her old favorite which she'd gotten rid of as it seemed to make Stan nervous. With her hand on the drawer, she changed her mind and went to her bedside table. There she searched around a moment until she came up with an LED flashlight she kept for power outages.

The flashlight wasn't something she'd ever thought to attempt to masturbate with before. With shaking hands, she removed the little clip holding the cloth handle to the end, but that left her with a four inch tube, just about the width of her husband's thumb. She barely managed to collapse onto her bed before she was slipping the tip inside, shuddering with the shock of the cold metal, and in spite of that she couldn't help but imagine Tyler crouched over her, his slim young cock sliding into her gripping pussy. As her cunt seemed to pull the flashlight inward, warming the cold metal, she found herself whispering, "Fuck me, baby. Fuck momma's pussy!"

Outside the door, hard little cock in hand, little ears were listening.