“W...why?" I asked watching with a once again fully hard cock as her right hand slid down her stomach and she once again let her legs stretch out under the water.

“First off, you've turned into a very good looking young man, but more than that? A lot of those kids are cocky jerks and if I wanted that I'd stick with guys my age. But you? Always very polite, even sweet, far too good a catch to waste on that skinny little slut you were dating."

She gave me a nasty smile, “How's a real woman's body look? Your bitchy little girl didn't have tits like these did she?" She held one up for emphasis.

"No, hers were small." I whispered, unable to believe this was happening.

“I'm going to tell you another secret, Tom." She dropped her voice to a whisper, "I'm careful here for Steve's sake, it's a small city, but when I travel for work, know what I do?"

"What?" her hand had slipped between her legs and a soft moan escaped me as she pulled the vibrator from where it had remained buried in her pussy the entire time we were talking.

"I go to bars and find hot young guys like you. Not snotty or cocky, but a little shy and nervous and I take them back to my hotel and fuck them all night long." She sighed and slipped the purple toy back into her pussy,

"Hmm, I let them suck my tits and my pussy and if they're good boys

I suck their hard young cocks and let them fuck me as hard as they want to."

“Oh my God." I groaned, my hand drifting to my cock.

“Guys my age are no fun, Tom. They think it's all about them, but it's not is it?"

“No ma'am." I whispered.

"Ma'am? I like that." She cooed, "I do. So when I can I find myself a young stud and have a hell of a night. I keep thinking wouldn't it be nice to have one at home? One I could fuck whenever I needed it and who wouldn't say anything?"

"I wouldn't say anything!" I blurted, causing her to laugh.

“No, you wouldn't because Steve would be so upset if he found out you were fucking his mother." She giggled, “Or that she was sucking off his best friend. No, you would keep it nice and quiet wouldn't you?"

“I would." I nodded like an idiot.

"Yeah, you want to be my little boy toy, baby?" she was breathing hard and I noticed her fingers were moving faster on her nipple,

"You want to play with these tits you've been staring at? You want to be where my little toy is right now?"

"Yes please."

“Hmm, please, I love that. See that's why you're the one I'm going to fuck Tommy." She told me, “I like that you have respect because you will respect me even when I'm on my knees sucking your cock won't you?"

"Yes ma'am!" I stood there unsure of what to do, should I touch her?

Stalling I asked, “I was really the one you liked looking at you most?"

“Hmm-mm, why do you think only you got to see my red bikini?"

"Damn."

“Speaking of seeing things, you're seeing all of me honey and you're still dressed, that's not very fair." She pointed, "Strip."

"Tm

“Boy or man?" she rolled her eyes, then shrugged causing her tits to bounce, “Guess you'd rather just watch then."

My answer was to quickly strip my shirt off and kicking off my shoes yanked my shorts down, pushing them and my socks off.

"Oh, look at you," she licked her lips.

"You did fill out didn't you?"