"Poor baby," Brenda smiled. "Girls your age are so dumb. They don't know what they want."

She was excited at the idea of teaching him about sex. She would turn him into a wonderful lover.

Lifting his cock with her fingers now, she looked down at it.

"You've got a lovely cock," she smiled. "It's the kind I like. Big and fat. And beautiful balls. I knew you'd have a nice one. It's been such a long time since I had a look at it, but now here it is."

She noticed his eyes on her tits and she chuckled.

"I'm sitting here all dressed and you're naked," she said. "At least the most important part of you is naked. That's not fair, is it?"

"I don't mind," he croaked.

"Sure you mind. All right, I'll take something off, maybe everything. But first you get out of your clothes. You can't be comfortable lying there like that with your pants around your knees."

She made him get his clothes off. She was thrilled by his lean young body.

He giggled and said she was tickling him as she ran her hands over his chest and ass.

She made him stand naked in front of her while she fondled his cock and balls. His prick was getting hard again. She squeezed his pink balls and gently pumped his thickening cock.

Then she pushed him away and told him to come along and sit in her bedroom while she undressed.

They walked hand in hand down the hall to her room.

Inside the room, she made sure the blinds were closed. It would be a hell of a thing if any of the neighbors learned what they were doing.

Ken sat on her bed as she began undressing. The idea of showing her body to him excited her tremendously. She was more turned on than ever before with a man. Her own son. She quivered as she slipped her blouse off and turned to show him the fullness of her tits bulging in a light-weight bra.