Note: This story was dynamically reformatted for online reading convenience. Simon says. I have a really beautiful girlfriend, Karen, on the cusp of gold (50). This story isn't so much about her. She has a son, Simon, 12, who, like her, is intelligent, but in a quieter, reflective way. This is one of the `male bonding' days we've started sharing with vigorous `boys only!' insistences and secrets. "Can you take Simon down to the pool for half an hour, he needs exercise, and I need a lie down, I didn't sleep at all last night." I winked back at her. Karen and I had met over a year ago, and our sex life had just continued to accelerate stratospherically, surprising and thrilling us both. We had fucked till after 3am and I knew she was sore. "For sure, sweetheart." We cleared the last things in the kitchen, and I walked down the hall. "C'mon Si, you heard your mum - togs on, downstairs, we'll have fun." "Yeah right" he says sarcastically, not looking up from his computer game. "You know you'll enjoy it, you're just being an inertia slug, dude". Simon grinned and looked up. "Ok, yeah. Let me finish this level." "No probs. How long's that?" "Five?" "Ok, great, and then togs, towel, and any toys you want in 15 Ok?" I went back to the kitchen, made myself a double rum, and drank it on the balcony with a spliff. Cruising. I shifted my cock under my speedos - well they're not really speedos, they're black nylon-elastane panties. They feel great on my shaven balls and they still manage to lose opacity when wet (without being glaringly indecent). Simon was checking his little butt out in the mirror when I returned to is room, his long board shorts pulled down like a rapper. It was a delightful white bubble. He startled, and pulled his pants up. "Stop checking out my butt!" he giggled. Down in the pool we sometimes sat over the water jets. There was one particularly strong warm jet that could open my ass like a butter knife, dilating me to an inch in a blink. I was prone to use that more than was safe, but not today. Simon and I tossed balls backwards and forwards, chased each other, and had some good physical fun as always - I would throw him from my shoulders, for example, springing up from below the surface and rocketing him into the air. I felt pretty cruisy. Simon approached. "That rum and marijuana makes you relax, doesn't it?" "Yes dude", I chuckled. "Like it lowers your inhibitions?" "I guess so, things don't seem so much of a worry might be a better way to understand it" I replied. "Can I ask you some questions?" He let the ball drift away on the surface of the pool. "I can hear you with my mum at nights, why is she crying or screaming?" "Well, I think you should ask your mum if you're worried if she's ok, but Simon, maybe she was just having a dream?" I didn't know where the boundary was drawn for a sex talk with Simon; I was relaxed about it, but I thought I should check with his mum first. "Well, I feel like I'm missing out" he continued, "And we learn at school that if you're missing out you should speak up, but also, I really don't want to upset you. I mean I love that you're with my mum now, and I love how you are with me and ..." I cut him off. "Simon, you're not going to upset me, ok? Are you worried that I'm taking up time that you used to have with your mum?" "Yeah, well, that, ... and I also want time just with you" he said finally. "You can have as much time with me as you like - I thought you were more interested in computer games - you know I can't really join in that." I stilled the conversation again. "Simon, I'm telling you now, I love you. What's up?" He reached out, under the cover of the water and took an unmistakeable grip on my penis. My cock stirred reflexively, which in his eyes, he noted. "How come yours is so big and mine is so little?" he asked. "Well", I said, removing his hand from my cock, "It's not big now - it's bigger when you get an erection, you know that. Do you have questions about puberty, Simon?" "Well, yeah.... " He did his wide-eyed begging face that for some reason seems to work on his mum (Jedi mind tricks?) but it left me cold. "You don't have to do that stupid thing with your eyes. What is it?" "Can I see it?" He grinned. "Yeah, ok, if you want to, I have no problem with that." As I put my hand down the front of my pants, pulling my cock and balls free, Simon dived between my legs, pulling my panties down my legs so that I lost balance, stumbled in the water and he ripped my panties loose and I came up in my birthday suit. "Ok, very funny" I bubbled melodramatically. "Yes it is" he chortled. Then he swam up to me, cupped my balls and shaft with both hands, bobbed his head under the water and took the head of my penis in his mouth - and me completely by surprise. Blood flowed to attention. His soft little lips pressed on my glans, his teeth closing over and slightly sharp (!) After 30 seconds I pulled him up, smiled gently, and looked him in the eyes. "Ok, show me yours." Here in the private pool, we were alone. He lowered his shorts and let them drift off with one of the waterjets. His penis was rock hard, but the size of a whiteboard marker, thin and unimpressive. "Ok, it doesn't look like a very nice cock at the moment, Si" I acknowledged, "But it's still growing, mate. This isn't how it'll be forever." I popped him up on the side of the pool and took his cock in my fingertips, stiff little tiger. "And see?, you can still do this." I lowered my mouth over his new Springtime cock, so that my epiglottis just tickled his helmet (oh well, no further). I formed a suction on his shaft with my tongue, he started moaning, and when I probed his anus with one and then two fingers, we summoned what was clearly his first orgasm at the back door. He was pressing back against my fingers with abandon. He shuddered, came in my throat, warm, horny, smelling of celery. "That feels pretty good, hey!" I teased, but he was still flushed, and panting. "What about you?" he asked me when he came to, no doubt expecting that I would wish to tread a similar path. "Another time mate, I want to get upstairs and fuck your mum awake" I smiled at him. "You ok?" "Yeah, thanks for that. I might need more lessons later. Shall we head up?" "Sure".