Love and Memories

Moving slowly and careful not to bump into anything in the crowded stateroom, Madison slipped out of bed and tiptoed to David's bedside, squeezing out a seat for herself on the edge of the small bed. She smiled down at him and ran her fingers through his hair gently, remembering how she used to sit beside him and watch him sleep when he was a child. He'd seemed so small then, but now, he was taller than her, and far more muscular as well. She traced her fingers along his cheek and down over his bare shoulders, where the results of his efforts in the school weight room were on display. Even relaxed, his muscles were prominent, and as she ran her hand down her son's arm, she marveled at how much he had grown in what seemed to her to be a blink of an eye. With every day he reminded her more and more of his father, the dashing young man who had stolen her heart and then left her alone to raise their child. Although she resented him for abandoning her and David, she also hated herself for being too weak to reclaim the piece of her heart that he had taken with him; even now, she sometimes caught herself dreaming that he would come back into their lives and they would all live happily as a family.

Without warning, David inhaled deeply and rolled to the side, kicking off some of the sheets as he did. Madison failed to stifle her surprised gasp as she looked down at his exposed torso, his broad shoulders and lats tapering into a V toward his trim waistline. But it wasn't her son's upper body that had caused her to gasp. David was sleeping in only his boxers, and his erect penis had freed itself through the fly of his shorts, baring itself to Madison's view. She knew she should look away, but a morbid curiosity deep inside of her prevented her from averting her eyes from her son's manhood.

"Oh my..." Madison whispered, trailing off as her eyes feasted on the sight of David's erection.

It had been far too long since she had seen a cock in anything other than pornography. With her heart pounding, Madison took in every detail of David's organ, from the pulsing vein that ran along the underside of his shaft to the glistening, swollen tip.

"He's gotten so... big," she thought to herself, trying to remember the last time she had seen his penis. For the life of her, she couldn't remember anything since she had taught him to shower and bathe on his own. Now he was even bigger than his father, whose cock had brought Madison such exquisite pleasure every time they were together, right up to the fateful night when David had been conceived, and even a few times after that, before Madison had realized she was pregnant.

"My god, Madison, he's your son!" she scolded herself, finally tearing away from David's exposed erection and quickly walking away from his bedside.

Retreating into the bathroom, Madison splashed cold water on her face from the sink and stared at her own reflection in the mirror, taking in a few deep breaths.

"You need to get laid," she sighed to herself. "And that means it's time to clean up and strut your stuff out there."

As she ran the water for her morning shower, she stripped out of her pajama set and scrutinized herself in the mirror. She cupped her hands underneath her breasts and smiled, remembering David's insistence the previous day that they were "firm and stuff." She was flattered that David would say so, and objectively she knew he was right, but whenever she looked at herself in the mirror, all she could see was the toll that had been taken on her breasts by nursing and eighteen years of gravity; she would never get back the perky, tight mounds that had all the boys burning up before she had gotten pregnant. Still, she had to admit that she looked pretty damn good for 33, and was often mistaken for being in her mid-twenties.

Following her shower, during which she discovered with great dismay that she had grown moist at the sight of her son's morning erection, Madison dressed in casual exercise attire for a morning walk around the ship and a visit to the fitness center. If she was going to seduce a man to satisfy the urges that she felt uncoiling deep inside of her, she was going to need to be in top shape. As she left the stateroom, she took one last look over her shoulder at David, who was still dead to the world under the light of the window.

When David finally roused from his deep sleep, he found the stateroom basking in near-midday light. He hadn't expected his mother to be around when he woke up, since he knew that she consistently got up very early in the morning. He felt a little guilty that he hadn't been awake to join her for breakfast, but his mother was nothing if not independent, and he was certain she would have found some company for herself already. Peeking out at the promenade from the window, David decided it was time to find some company for himself as well. He had flirted with a few girls his age the night before, but for the most part he had just lounged about at some of the shops on the promenade, watching people pass and getting a feel for the vibe of the ship. There were many families on board, thirty-something parents with children in tow, as well as vacationing retirees, but he had also seen many passing groups of attractive young women who didn't appear to be attached to any family or, more importantly for David, boyfriends.

After a quick shower, David pulled himself into a pair of board shorts and an exercise shirt, planning to make a pit stop in the fitness center and dining room before setting off on the prowl beside the several pools scattered about the ship. When he walked into the fitness center, however, he almost forgot about the swimming pools entirely. He was used to gyms back home, where the patrons were usually a mix ranging from the extremely large to the extremely fit, but where the best eye candy was sometimes difficult to come by. But the fitness center on board the ship consisted almost exclusively of eye candy. Sure, there were a few guests here and there who looked like they were still trying to work off the extra bit of gut that they had planned to lose before embarking on vacation, but nearly everyone else in the facility, regardless of age, was fit and good looking.

Stepping onto a treadmill for a warm-up jog, David let his eyes fixate on a very shapely young woman with her back turned to him, a barbell resting across her shoulders as she lowered herself into a deep squat. The motion of the exercise thrust her tight, firm ass out for his viewing enjoyment, her tight grey yoga pants with the distinctive Lululemon logo leaving very little to his imagination. His eyes remained glued on the woman as she moved up and down, up and down, until, much to his disappointment, she returned the barbell to its rack and walked to the ladies' locker room, out of his view. But his disappointment was short-lived, as the open space on the floor was soon replaced by a sexy young woman with vaguely Asian features in leopard print shorts and a black tank top with peach colored bra straps peeking out on her shoulders, who proceeded into an elaborate yoga routine that was more than adequate to make David forget all about the pretty blonde who had been on the floor beforehand. He watched her for the duration of his run, and then cautiously took up a spot on the floor that allowed him to continue watching her as he began his workout.

Despite David's efforts to be discreet, he must have let his gaze linger a little too long, because a few minutes into his own routine, the young woman looked over her shoulder and locked eyes with him. He felt his heart flutter into a panic as she stared unflinchingly at him for several moments. Was she going to berate him? The last thing he wanted was to make a scene, or worse, get hauled off by ship security for harassment.

But much to David's surprise, and relief, the young woman's features softened into a mischievous smile, followed by a flirtatious wink before she turned and walked away, throwing her hips back and forth as a final tease. After letting out a breath that he hadn't even realized he was holding, David kicked himself for not actually approaching the girl and speaking to her, but she was already gone.

~~~~~~~~~~~~

After finishing his workout and getting a bite to eat, David's eighteen year old hormones were already raging as he stepped out onto the sunny top decks of the ship. The pool areas were already bustling with sunbathers and swimmers, many of them children. The crowd made it difficult for David to find a place to settle back and people-watch, much less find attractive young women to chase after, but after some walking around, he managed to find a shady spot under a deck umbrella, directly opposite a fit blonde in a purple bikini, leaning against the railing of the ship. David couldn't see any of her facial features from his position, but just the sight of her narrow waist and flaring hips and ass was enough to make his cock twitch in his shorts. Without a good look at her face, he couldn't get a sense of her age, but he knew there was no way he could turn down a chance with her, even if she turned out to be a cougar. Still, his curiosity demanded that he get a better look at her - if nothing else, for his fantasies - so when she walked away from the railing, he felt compelled to follow. He kept after purple-clad, jiggling buttocks until he came to a stairway bearing a sign that read "No Children Allowed." The guide to the ship's features hadn't mentioned anything about this stairway or where it led. Since he was legally an adult, David pushed onward. What he saw when he emerged at the top of the stairway left him stunned.

"Holy shit," he said softly, looking around. He was on the topmost area of the ship, an area that was littered with deck chairs occupied almost exclusively by topless women. A few men were scattered about as well, accompanying some of the women, but most of the women appeared to be either by themselves or with other women. David felt as if he'd walked into paradise. He'd lost sight of the purple bikini girl, as he thought of her in his mind, but there were so many bared breasts around him that it barely seemed to matter anymore.

"See something you like?" an unfamiliar female voice asked from behind him.

David turned, and experienced a moment of confusion when he found himself face to face with the half-Asian girl in leopard print shorts from the gym. She still wore her leopard print shorts, but no longer wore the black tank top or peach colored bra that she had been sporting in the gym, both of which were now dangling limply at her sides from her curled fingertips. Now, David had a completely unobstructed view of her breasts. The creamy skin and brown nipples of her C-cup mounds rendered him speechless.

"Well?" the young woman demanded, with a playful smile. "First time on a topless deck, is it?"

David managed to nod, imagining all the things he would like to do to the shapely pair of breasts before him.

"I'll let you in on a secret," the girl whispered, leaning in so close to him that he could smell her hair, but just far enough away that her nipples didn't touch him. "If you stand and stare, people will think you're creepy."

"I... ah, I mean... yeah, I knew that," David stammered, trying to hide his embarrassment.

"It's okay," she reassured him, taking his hand. "Come with me. I'll make you a deal - you answer all my questions and prove to me that you're not a creeper, and I'll let you sit next to me today and stare at my tits all you want. Deal?"

David nodded. How could he turn down an offer like that?

"Good boy," his new friend said, lacing her fingers into his and leading him to a pair of empty deck chairs. "I hope you're ready to work on your tan. First question: what's your name?"

"David," he replied, pulling off his shirt and settling into one of the chairs.

The half-naked young woman next to him smiled as she eyed his body. "Well, David, I'm looking forward to this. My name is Katherine."

As it turned out, Katherine was not kidding about her intention to grill David. After a few hours on the topless deck with her, he felt as if she knew his entire life story from start to finish. To be fair, his newfound companion also rewarded him generously for answering her questions honestly. In addition to a gratuitous view of her breasts, which she rubbed and kneaded regularly with ample amounts of sunscreen, Katherine also reciprocated with information about herself. As a result, David learned that she was going to be a sophomore at the same local state university he would be attending in the fall. That revelation had elicited a raised eyebrow from Katherine as well, but the half-Asian beauty did not otherwise respond to the information, at least not from what David could tell.

As the day drew on, the crowd on the topless deck slowly began to thin. As their company decreased, Katherine seemed to become bolder with her questions and her actions, probing deeper into David's sex life while more provocatively rubbing her nude upper body with copious amounts of sunscreen. By late afternoon, there were only a few other sunbathers still left, mostly tourists who had dozed off in their lounge chairs.

"You want some more lotion?" Katherine asked, after David had finished telling her about his on-again, off-again relationship with his most recent girlfriend.

Before David could answer, she had slipped onto his lounge seat with her chest to his back, her slender legs wrapped around his waist while she ran her slick hands back and forth on his shoulders.

"Mmmm, your skin is so hot," she purred, her lips close to his ear. "If you're not careful... you'll burn."

"I suppose you're going to help me out with that?" he said nervously. Although being in such proximity to Katherine got his hormones raging, he had never been much of an exhibitionist and none of his previous girlfriends or casual flings had gotten this hot and heavy in public view.

"Of course," she giggled. "Just relax and let me..."

With that, she began to rub her hands up and down his back, pausing occasionally to dispense additional lotion from the tube. As she slathered his body with sunscreen, she pressed her body firmly against his. David's eyes darted left and right nervously, looking for signs that anyone on the deck had noticed the obvious stirring in his shorts in response to sensation of her stiff nipples sliding against his back or the undeniable wet heat radiating into the small of his back from between her legs. Much to his relief, everyone on deck seemed to be absorbed in their own affairs, oblivious to the increasingly sexual display in their midst.

"Your heart's pounding," Katherine whispered, slipping her arms underneath his so that her hands now rubbed along his chest and stomach. "Nervous?"

"Ah... it's nothing," he lied, even as her fingers glided down his tight abdomen, dangerously close to the waistband of his board shorts.

"I can tell you've never fooled around in public before," she replied with a knowing grin, her fingers dancing about his waistline. "I can tell. It's okay. Just follow my lead..."

Before David could respond, Katherine brought one hand up and turned his head to one side, then leaned over his shoulder to capture his lips in a kiss. Both their lips were dry from being in the sun, but she very quickly moistened their mouths when her tongue slipped through her lips and into his. With David distracted by the kiss, her other hand quickly dove into his shorts, her slick fingers wrapping around his already very stiff shaft.

"Mmmmmph!" David moaned into their kiss, his body tensing at the sudden surge of pleasure from his groin.

Slowly, she began to pump her fist up and down the length of his manhood, from the hilt to the very tip of his glans and back again. After the initial surprise had worn away, he allowed himself to relax some, his legs falling open and granting her better access to his erection. With each stroke Katherine increased her pace, until soon she was rapidly jacking him off inside his shorts. It didn't take long for David's overstimulated senses to reach a breaking point.

"I... I'm gonna cum," he gasped quietly, his fingers digging into her thighs, which were still wrapped around his waist.

"Mmmm, yeah, I know," she moaned into his ear, still pressing her body against his back. "I've gotten you all worked up today, haven't I? Ever since I caught you staring at my ass in the gym. You like my ass, don't you?"

"Uh huh," he panted, squirming in his seat and trying to resist the urge to thrust his hips up to meet her hand.

"And then you spent all day looking at my naked tits... you like those too?"

"Mmmm, yeah."

"Show me how much... give me that big load of cum that you've been holding in."

"So close," David groaned. "Just a little more... faster..."

Any onlooker would have had no difficulty recognizing what was happening now, as Katherine's hand flew up and down David's stiff cock. She slipped her other hand into his shorts to caress his balls, feeling them tighten and draw up as he neared his release.

"Oh god, I'm gonna... here it cums... oh fuck!"

His cock swelled and twitched in her hands as the first thick glob of hot cum burst from the tip, followed by several more large spurts that dribbled down his shaft and all over her hands. Several more smaller convulsions followed before he began to soften in her grip. Her fingers glistened with a thick layer of expended semen as she drew them out from his shorts. She moaned quietly, rubbing the viscous fluid into her breasts and stomach.

"Wasn't that fun?" she whispered breathlessly. "Fuck, now I'm so wet... look."

Twisting in his seat, David could see the dark wet spot in the crotch of Katherine's shorts, between her outspread legs.

"Maybe I can...," he offered, sliding a hand up her thigh.

"Mmmm, I wish you could," she replied, shaking her head. "I have to meet my friends before dinner. But you do owe me. Maybe... meet me at the fountain on the promenade tomorrow at noon, and we'll find a way for you to pay me back. For now, you should get yourself cleaned up. See you tomorrow..."

Katherine placed a teasing, open-mouthed kiss on David's lips and then slid off of the deck chair, letting her nipples graze softly against his face. He fumbled clumsily for a towel to cover the awkwardly placed wet spot in his shorts as he watched his new friend - or perhaps friend with benefits, or just benefits without the friend - walk away.

Fortunately for David, it was not at all unusual for people to walk around the ship with pool towels wrapped around their waists, so he didn't draw any uncomfortable glances from other passengers as he walked back to the stateroom to get cleaned up. His mother was already there when he arrived, standing in the middle of the room in a pair of pink boy shorts and a nude-colored bra, toweling her long, blonde locks in the mirror.

"Hi baby!" Madison greeted her son as he walked in the door. "You're just in time - the shower's all yours, I just finished."

The first thing David saw as he entered the stateroom was his mother's breasts jiggling rhythmically in her bra as she vigorously worked her towel through her wet hair. He instinctively averted his gaze.

"Whoa, mom," he exclaimed, turning away from his scantily-clad mother. "I can give you a few extra minutes to finish up, if you want."

Despite his embarrassment, he allowed himself an extra peek at Madison's bouncing breasts. After spending the entire day amidst exposed breasts of all shapes and sizes, he realized that his friend Scott was right about his mother having great breasts, even through the bra.

"Don't be silly," she replied, throwing the towel aside before surveying the set of clothes she had laid out on the bed. "Now, you can either jump in the shower, or help me pick out an outfit for the welcome dinner tonight."