Note: This story was dynamically reformatted for online reading convenience. My digital camera leads to a day of unexpected surprises with my mother. F/m For my fifteenth birthday my mother finally bought me a digital camera. I had wanted one for Christmas but, with her losing her job, I had backed off on it. Now, with her working and things a lot better she had gotten me the one I had really wanted. I spent most of the first week I had it taking pictures of anything and everything. I'd shown her some of the pictures I'd taken and she'd laughed, telling me she was glad she didn't have to pay for film or we'd be broke. I was out in the back yard, stalking a lizard that was hiding in the bushes by the back wall of our yard, when I heard my mom laugh behind me. "What are you taking pictures of now, Billy?" She asked. "I found a lizard and I want to see if I can get a picture of it," I answered. The sound of my voice spooked the lizard and he tore off out of the bushes and across the yard before I could get a shot of him. "Damn," I muttered. "Poor baby," my mom said. "I'm sure you'll find something else to take pictures of." I turned to look at my mom. She was standing by the pool in the red two piece bikini that she loved. She had put suntan lotion on before coming out and her skin seemed to sparkle in the afternoon sunlight. She looked so perfect and, for a minute, I forgot she was my mom. My eyes traveled up and down every inch of exposed skin, drinking in the sight of her. "What?" She asked, breaking me out of my trance. "Oh, I'm sorry, miss, I thought my mom was out here and not a super model," I said, grinning at her. She burst into laughter and my eyes traveled to her breasts. I watched them jiggle as the laughter shook her. "Billy, you are so bad," she said, wiping away a tear. "I think that's the nicest thing anyone's said to me in a long time." My dad had left mom a couple of years ago for a girl almost half his age. Mom had taken the divorce very bad. It had been only in the last month or two that she'd even been out on a date. "Well, as pretty as you are, I'm surprised guys aren't breaking down the door to get to you," I told her, walking over to her. She rolled her eyes and said, "Okay, now you're laying it on a little thick." "Nope, I'm serious," I said. "In fact, I think you're my next subject." I lifted up my camera and took a shot of her. She waved her hands at me and tried to duck away but I took another one. "Okay, get out of here," she laughed, trying to block me from taking the next shot. "Come one, Mom," I said. "Strike a pose." She laughed and stuck her tongue out at me. I got the shot of her with her tongue out which only made her laugh harder. "Okay, okay," she said. "I give. If you take a few pictures will you let me tan in peace?" "Maybe," I said grinning at her. She rolled her eyes again and then stood in front of me, with her hands at her side. I took a shot of her like that. "What do you want me do?" She asked. "Umm... I don't know. Just pose. Do whatever feels good," I said. She put her hands on her hips and looked at me. I snapped a shot of that. She laughed and moved her hands up into her hair. She lifted it and let her brown curls fall back down onto her shoulders. She bent over a little and brought her hand to her mouth. She blew a kiss to me and laughed. I stared at my mom's breasts on the screen of my camera. The skin looked so soft and smooth. I couldn't see a single wrinkle or blemish anywhere on her perfect skin. Mom was a little over forty but, from the look of her body, you could not tell. As she liked to say, she worked hard to keep her body as good looking as it was and I had to say she was doing a great job. She turned and gave me a pose looking back over her shoulder at me. I stared at her firm ass under the fabric of her bikini. I could feel my cock stiffening at the sight of her ass. She slapped her ass and giggled. I felt my cock go rock hard in my shorts. I glanced down and could see a bulge in my shorts that I hoped she couldn't see. She turned back to me and brought her finger to her lips and nibbled on the end of it. She batted her eyes at me and I thought I was going to die. My cock was so hard it hurt and still she kept going, having no idea what she was doing to me. Finally, she waved her hands again and said, "Okay, enough, Mr. Paparazzi." This time I agreed, since I could barely breathe, let alone stand there for much longer. "I guess that'll do," I said, wanting desperately to go inside and relieve the pressure in my shorts. "I'm going to go in and save these." I started for the sliding glass door when mom's voice stopped me. "So how did I do?" She asked. I swallowed and tried to keep my voice from shaking. "You looked hot, mom. Damn hot!" She laughed again and said, "You know all the right things to say." I smiled back at her before going in. I watched her lay down on her chair by the pool. Then I ran upstairs and into the bathroom. I yanked down my shorts and pulled out my cock. I stroked it hard and fast, thoughts of my mom's body swirling around in my head. It wasn't long before I came. Great shuddering spasms rocked my body as I shot my load. It felt like I was going to cum forever before the orgasm started to subside. I had to grab the edge of the toilet to stay on my feet. I had never cum so hard before in my life. I stood there for a minute, catching my breath before I made my way over to my room to save all of the pictures of my mom to my computer. Over the next couple of days, I took any shot I could get of my mom. I got her in the morning. I got her making breakfast. I got her driving. She laughed the whole time and looked to be having as much fun as I was. Well, almost as much fun. After taking a picture of her putting the laundry in the washing machine, she threatened to get her own camera and start following me around with it. The next morning, I got up and took a quick shower. I pulled my boxers on and left the bathroom, hurrying over to my bedroom, as usual. Something in the hell flashed and stopped me in my tracks. My mom was standing in the hall, with my camera, snapping shots of me. "Mom!" I yelled, trying to cover up. "Oh no you don't, Mister," she said. "I told you I was going to get you and now it's your turn." I tried to run to my room, but she had me cut off so I ran for the stairs. I could get down into the garage and get some shorts or something to cover up with. "There's no hiding from the paparazzi, Billy," she yelled, chasing me down the stairs. I was embarrassed as hell, but I was kind of enjoying her chasing me. I made it into the garage and checked the dryer. Nothing. She must have already emptied it. She came into the garage and snapped another shot of me. "Check out Billy in his cute boxers. You could model all of your boxers for me," she said. I shook my ass at her and my mom nearly fell over laughing. "Shake it, baby!" She yelled. I danced around the garage, letting her take pictures of me. I was still really embarrassed but hearing my mom laugh made me feel good. It had been a long time since I'd heard her laugh so hard. "Billy could be a butt model the way he shakes it," she said behind me. I grabbed my boxers and yanked them down, giving her the full moon shot of my bare ass. "Woo hoo!" She yelled. The sound of her cheering my naked ass sent a thrill up my spine. I could feel myself getting hard from it and I needed to be out of there before she noticed. I bolted for the back door of the garage and out to the pool deck. I could feel my face burning. I couldn't believe I'd mooned my own mom! And then the feeling her cheering had given me was beyond words. I wasn't paying attention to where my feet were and I slipped and fell right into the pool. I sucked in a mouthful of water before I figured out what was happening. I flailed my arms and legs trying to find the bottom of the pool. After an eternity, I managed to get my feet under me and I shot up out of the water. I staggered towards the shallow end of the pool. "Billy, are you okay?" My mom asked from behind me. I coughed a couple of times before I managed to say, "I'm fine. I just slipped." I turned and looked back where I had been running. There wasn't any water that could have made me slip. It must have been me just being clumsy. "That's why you always yell at me to stop running around the pool, huh?" I asked. "Umm... Billy," she said, pointing at me. I looked down. The water was about mid-thigh on me so the raging hard on I had was standing out for all to see. It didn't hit me that I was naked for a minute. I just stood there, looking back across the pool at where my boxers were floating. Then it finally hit me that I was standing there, naked, right in front of my mom. I felt my face burn as I slapped my hands over my cock and ducked it under the water. "I'm going to go back inside the garage for a minute," my mom said. "Why don't you go in through the sliding glass door and go upstairs." I didn't say a thing. I couldn't. My mom had just seen my cock and I just wanted to die. Once she was in the garage, I climbed out of the pool and went into the house. I ran upstairs and into my room. I dove onto my bed and pulled the covers over me. I didn't care that I was soaking wet. All I cared about was hiding. After a while my mom knocked on the door. "Honey, are you okay?" I just laid there and tried to ignore her. "Honey, can I come in and talk to you?" I laid there, wallowing in my misery. "Billy, I just want to talk to you." "Fine," I said. She opened the door and walked over to my bed. She sat down on the edge and looked down at me. She gave me a little smile and ran her finger through my hair. "Honey, you have nothing to be embarrassed about," she said. "Other than being naked in front of my mom," I grumbled. She smiled and said, "It's not like I haven't seen you naked before. I used to wash you, remember?" I rolled my eyes. "Not since I was a little kid." "True," she agreed. "But you still shouldn't be embarrassed. Naked is natural and nothing to be ashamed of." "Yeah, but I was... up," I whispered, feeling my face turn red again. "Well, you're a teenager. You're a bundle of hormones. You're going to be up from time to time. Besides, it's not like I haven't seen a hard on before," she laughed. At the words `hard on' coming out of my mother's mouth I felt a shiver run down my spine. My cock stirred to life and began to harden again. "Now, why don't you come downstairs and we'll have something to eat," she said, patting my hip. She frowned at her hand and touched my covers again. "Did you get into bed still wet?" She asked. "Yeah," I admitted. "You dork," she said, slapping at my shoulder. "You're washing them." "I thought that was your job," I said through a grin. Her eyebrows shot up as she looked at me. "Oh really?" "Yeah, really," I replied. "You are so dead, mister," she said, pouncing on me. She ticked my ribs through the covers. I laughed and tried to get away from her. She pounced on my, pinning me down as she tickled me. She was lying across my chest and I tried to get away and wound up pressing my face against the side of her breast. The feel of her breast through her shirt and bra sent my heart into overdrive. I could feel my cock coming to attention. She kept tickling me, our bodies sliding against each other each second making me harder. She got me good and I tried to squirm away but all I managed to do was pull the sheets up and expose my side. Seeing her opportunity, my mom tickled my exposed skin. I slapped at her hand, trying to get it off of me, and all I managed to do was get her hand under the covers. She tickled at my stomach which made me jump and nearly fall off of the bed. When I jumped her hand slipped lower and onto my cock. Her hand wrapped around my raging hard on and my breath went out of me. We both froze, staring at each other, as my mom's hand held my cock. Her thumb rubbed the skin at the head of my cock and I let out an involuntary groan of pleasure. I watched her eyes go wide and she yanked her hand out from under the covers. She leapt off of the bed and rushed out the door. I lay there, looking after her, still feeling the searing pleasure of her hand wrapped around my cock. It was a long time before I managed to get up and get dressed. I took the covers off my bed and took them down to the garage. I stared the laundry and went in the house to find my mom I found her in the kitchen making something to eat. We had a brief and very uncomfortable breakfast before we started cleaning the house. I get that from my mom. Whenever I'm uncomfortable, I feel the need to clean, just like her. We spent most of the day cleaning imaginary dust off of everything. We did anything and everything but look at each other or talk. The afternoon seemed to take forever to pass but dinner was even worse. Normally, we'll sit and talk about the day or something we saw on TV or the Internet, but not tonight. Tonight was just the sound of silverware against plates. When dinner was finally over we wandered out to the living room to watch TV. After a few minutes of some dumb reality show, I couldn't take it any more. Tears started to spill down my cheeks and I turned to my mom and said, "I'm so sorry, mom. Please don't be mad at me any more." She stared at me in shock before reaching over and throwing her arms around me. "No, no, no, baby," she whispered in my ear. "I'm not mad at you at all. You didn't do anything wrong at all. I'm sorry if I made you think that." I felt her tears soaking into the collar of my shirt as we sat there holding each other. I felt horrible and good at the same time. I was just so glad she was talking to me again. After the tears stopped, we pulled away from each other but she took my hands in hers. We sat there for a moment before my mother looked into my eyes and said, "I am so sorry if you thought I was mad. I was just embarrassed is all." "Yeah, I wouldn't know anything about being embarrassed," I said. A small smile lit up her face and she gave a soft laugh. "Okay, you have me there," she admitted. We sat there in silence for a minute. A much more comfortable silence than had been weighing on us all day. My mother took a breath and let it out. She looked at me and bit her lip. She looked down, closed her eyes and said, "Billy, I hope you can forgive me for making you think I was mad. I am so very sorry. I just..." I waited for her to continue but she just sat there with her eyes closed. "Just what, mom?" She looked up at me and her eyes were brimming with tears again. "It's just... Well, I haven't been with a man in a while, you know. And, this morning, when you were naked in the pool... You looked... I just had some thoughts that I should have had about you," she admitted. I sat there staring at her. She had been thinking about me. Thinking about me the same way I thought about her. She had thought about me. I could feel my cock hardening. It pressed against up and I had to shift a little on the sofa, hoping she wouldn't notice. "Mom, it's okay," I said. "Remember the other day when I was taking pictures of you in your bikini?" She nodded. "I had some thoughts about you too," I said. "See? You don't have anything to be embarrassed about if we both did it." She shook her head. "Honey, this morning when I was tickling you and I... touched you. I should have let you go right away. I shouldn't have rubbed you like I did. It was wrong." The thought of her rubbing my cock with her thumb sent a shiver through me. My cock pressed hard against my shorts. It was so hard it was almost painful. "Mom, it's not like you hurt me or anything," I said. "In case you didn't notice I didn't exactly complain." "I shouldn't have done it," she said, pulling her hands out of mine. She stood and turned her back to me. "What I did was wrong and should never have happened. I hate myself for doing that to you." "Mom!" I snapped. "Stop with this bullshit. Don't hate yourself because something happened. I wasn't hurt and neither were you. Stop acting like this and turn around and talk to me." She turned but kept her eyes on the floor "Billy, you just don't understand." "You're right," I said. "That's because you won't talk to me." "It's embarrassing," she whispered. "I think we're a little past the point of worrying about being embarrassed," I said. "Mom, just talk to me. Tell me what you're thinking. You're my mom and I love and nothing will ever change that." She looked up and met my eyes. She stared at me for a moment before taking a deep breath. "Billy, the truth is, I haven't been with a man in a long time," She said. "This morning when I saw you naked I felt something I haven't felt in a long time. Then, when I was tickling you and I grabbed your cock... It took every ounce of willpower I had to let it go. All I wanted was to touch it. I wanted to taste and feel it inside of me. It was wrong of me and I'm so fucking embarrassed I could die." I couldn't breathe. My heart was going a million mile an hour and all I could hear was the blood roaring through my veins. She had wanted me. My mother had wanted me as bad as I had wanted her. I sat there, shaking under the rush of feelings and tried to make my mouth work. "Mom, it's okay. You know all those hormones I have? Well, you have them too. We both had a lot of hormones going today is all. I am not mad, hurt, sad or embarrassed and you shouldn't be either. I love you," I said. I watched her lip quiver and the tears break and slide down her cheeks. "I love you too," she said, joining me one the couch and wrapping her arms around me. I held her while she cried. I rubbed my hand up and down her back. I wanted her to stop crying. I wanted to go back to how things were this morning, when we were having fun and she was laughing. She let out a couple of sniffles before pulling back and wiping her face. We sat on the sofa together, just being with each other which was enough for now. She looked at me and a small smile tugged at the corners of her lips. "It's been a weird day, huh?" "It has?" I asked. "I hadn't noticed." She laughed and shook her head. "Billy, I just..." "No," I interrupted. "Do not say sorry again." She looked at me for a moment and then nodded. "Okay," she said. She chuckled and said, "You know, it's kind of funny. I feel better. I needed to vent so bad. Crying and admitting everything to you, it feels like a weight's been lifted off of my chest." I patted her hand and said, "I'm here for you, Mom. Always have been and I always will be." She smiled and squeezed my hand. "I know, baby. Thank you. It's nice to know one man in my life won't up and run out on me. Well, for at least three more years." I glared at her. "Mom, I'll never run out on you. Dad's a dick and we both know that but you need to get over him. You need to get out there and go on some more dates. What happened to that Steve guy you went out with last month?" She barked a laugh. "Yeah, that won't be happening again. I like a man that can talk about something other than himself for five minutes. That date was the most boring night of my life. I just wanted it over which sucked cause he was cute. I was totally ready to be his bad girl until he screwed it up by opening his mouth." "Mom!" I yelled. She grinned and I watched her cheeks turn a little pink. "What? I'm a dirty old lady and I have hormones, I can't help it." "Mom, you're not old," I said. "Have you seen yourself in that red bikini of yours? You'd think you were in your twenties at most." "You are so smooth," she said. "So you like the red one?" I nodded. "Yeah, the blue one doesn't really go with your skin. Same for the green one." "Plus, the red one shows off a lot of skin," she said. I ducked my head, trying to hide the blush that was creeping up my face. She had completely caught me in that one. She reached over and lifted my head so I was looking at her. "Billy, I want us to be open and honest with each other, okay? I feel like I can talk to you about anything after all we've dealt with today and I want you to feel the same." I nodded. "Yeah, I like the red one because it shows off a lot of your body. You don't know how hot you are." She smiled and asked, "Is that my son saying that or your opinion as a guy?" "As a guy. You are totally hotter than hell. Mom, your legs are long and toned from all of the swimming you do. You have a great tan. Your stomach is flat as a board. It's not all muscle or fat, it's perfect," I said. "What else?" She asked. "You have curly hair that I love to watch bounce when you walk. Your smile lights up a room and your eyes could knock a man flat at a thousand yards." I had her grinning from ear to ear now and I was enjoying the hell out of it. "Anything else you want to add to that?" She asked. I gulped. There was but could I say it. "Tell, me, Billy. Say anything you want." "You have a great ass," I said, the words rushing out of me. "It's toned and tight, like your legs, from the swimming. I love to see it in your jeans because you wear thongs and there are no panty lines." We stared at each other. My breathing was coming heavier and heavier. My hard on that never seemed to go away was twitching in my jeans. "Are you leaving anything out?" She asked. With the last of my courage I spat out, "You tits are perfect. They're the perfect size and, even when you're not wearing a bra, they're perky and perfect." She nodded and sat staring at me for a moment. I was afraid I'd done the wrong thing, admitting what I thought. "Since you were honest, I'll be honest too," she said. "When I saw your cock in the pool this morning, I didn't want to say anything to you, at first, because it was so nice to see it. I haven't seen one in a long time. Then, when I had it in my hand, like I told you, I just didn't want to let it go. You're bigger and wider than your father, you know." Was this really happening? Was I really having a conversation with my mother about my cock? "Thank you," I said, not knowing what to say. "Did I embarrass you again?" She asked, with an evil little grin. "Yeah, and you know you did," I replied. "But, it's nice to know I have it where it counts." She laughed and said, "You do at that!" We sat quietly for a moment. I wanted to say or do something but I had no idea what was going on anymore. This conversation had taken a turn that I could never have imagined and I was terrified and dying to know where it was going. "And it looks like you're going to need to wash those shorts tonight too," she said. I glanced down at my shorts and saw a huge wet spot where precum had leaked through. I clapped my hands over it and tried to turn away but my mom reached out and grabbed my arm. "Honey, we said honest and open, right?" She asked. "Yeah, but..." "No buts," she said. "Would it help you to know this conversation has me turned on too? And that my panties are more than a little wet?" Less than two feet away from me, my mom was wet. She was wet from talking to me. My mind felt like it was going to explode. I adjusted myself on the couch and tried to keep the wet spot covered but she pushed my hands away. "Are you hard right now?" She asked. I tried to be cool but my voice shook. "I'm fifteen, asking me when I'm not hard is easier to answer." She grinned at me and asked, "Does it hurt?" "Well, it's been hard a lot today," I admitted. "It does a little right now because it's a little bent." "Do you need to adjust it?" She asked. "It might help but my shorts are a little tight too," I explained. "Do you want to take them off?" She asked. "Right here?" "Honey, if it hurts I want you to fix it. Besides, it's not like I haven't seen it before," she said with a sly grin. I stared at her for a minute, working up the courage to do this. I reached down and, after a couple of tries, made my shaking hands unbutton my shorts. I unzipped then and then, holding my breath, I slid them down my legs. My hard cock pushed against the fabric of my boxers making a huge bulge. I lifted my hands away from it and sat back on the sofa, my boxers tented in front of me. My mom looked at the bulge in my boxers and I shivered under her inspection. I mustered up my courage and asked, "What about you? Are you feeling confined right now?" Her eyes came up from my cock to my eyes. She looked at me for a moment and said, "You're lucky being a guy. Having to wear a bra is such a pain in the ass." I licked my lips and said, "I don't want you to be uncomfortable either, Mom. You could take it off." She looked at me for a moment and I was sure we were done with our game. Then, she grabbed the bottom of her t-shirt and pulled it off. My heart, which couldn't possibly go any faster, found a new gear. The white lace of her bra barely hid anything from me as my eyes raced over her breasts. Her bikini showed more but there was something about her bra that turned me on even more. Maybe because I never saw her in it. Maybe because it was underwear and supposed to be hidden. I didn't know or care right then. She reached behind her back and unclasped the bra. With a simply shrug the bra was off and she dropped it to the floor. I stared at my mother's exposed breasts. She had small, dark nipples that stood erect. I had seen breasts before in magazines, but I'd never had them right there in front of me. I'd never imagined anything so perfect in all of my life. "Do you like?" She asked. "I don't have the words," I whispered. She smiled and licked her lips. "Are they as good as the ones in those magazines under your mattress?" I blushed and looked away. "You found them?" "I've known for a while," she said. "You're a teenager; I'd be surprised if they weren't there. So, answer me, do you like?" "Yes," I said, my eyes dragging my head around to see her breasts again. "They're perfect." "What do you normally do when you see breasts?" She asked. "Your's are the first I've ever really seen," I said. "What about the girls in the magazines?" She asked. "What do you do when you see theirs?" "I jack off," I said, my voice barely a whisper. "Do you want to jack off now?" She asked. I could only manage a nod. "Do it," she said, her eyes boring into me. My hands were shaking uncontrollably. After two tries, I hooked my thumbs under my waistband and pulled down. My cock sprang free of the boxers and stood at attention. I looked over at my mother and her gaze was locked on my cock. Her tongue peeked out of her lips and wetted them. Watching her, watching me, I took my cock in my hand and stroked up and down. I heard my mother's breathing quicken as she watched my stroke myself. My pulse raced and my hand shook so bad I was having trouble stroking. Her eyes slid up to mine and she asked, "Do you want me to help?" I couldn't speak. I couldn't even think. My hand froze on my cock and I just sat there staring at her. She scooted over until she was pressed up against me. She reached over and took my hand off of my cock. She slowly wrapped her fingers around the shaft of my cock, sending shivers through me entire body. She slid her hand up to the head of my cock and rubbed at the edge of the head with her thumb. I shuddered under her touch. She slid her hand up and down the length of my cock. I leaned my head back and let out a moan of pleasure. I'd jacked off a lot but this, this was magic. She stroked be harder and faster and I could feel my body getting ready to cum. My breath quickened and then stopped. My cock throbbed hard once and then I came. My cum shot up from my cock and onto my shirt. More shot up and splattered on my mother's naked breasts. I kept cumming for what felt like an eternity. Finally, the last of the cum leaked out of my cock. I watched the cum slide down the head of my cock and across my mother's fingers. She let go of my cock and brought her fingers to her face. I watched her tongue slide out of her mouth and along her fingers, licking up every drop of my cum. My softening cock lurched and it felt like it was going to harden again right then and there. After her fingers were clean of my cum, my mother sat back and looked at me. We sat there and looked at each other for a while. She bent down and picked up her clothes off of the floor and said, "I'm going up to take a shower." My shoulders slumped. That was it? Had I done something wrong? I must have. Why else would she practically be running away from me? She was leaving me down here, covered in my own cum, because I'd done something wrong. "After I shower, I want you to take one too," she said, heading for the stairs. I just nodded, keeping my face hidden so she wouldn't see my shame. "Then, I want you to come to my room so I can show you what Steve missed out on," she said from the top of the stairs.