She took his jeans and then, kneeling, leaned over the seat back to put both their clothes away. As she did this, the bright lights from the rest area parking lot enabled Ron a clear view of Pam's body. The shorts she was now wearing were quite short and tight. As she leaned further and further into the back of the station wagon, now looking for a pillow, just a hint of each firm, tanned ass cheek peeked from beneath the white nylon shorts. Ron couldn't tear his eyes away. He was helpless to admire the way her firm, shapely thighs curved inward ever so slightly at the juncture of her cheeks, and then how the sexiest butt he had ever seen in his young life was straining to escape from the confines of her shorts. His cock grew hard again almost at once.

Ron's trance was broken by the sound of Beth's voice, "Hey, Pam, grab me a pillow too if you can."

Ron turned to the front, and briefly locked eyes with Beth. He thought she had the slightest grin on her face as he gaped at her like a kid caught with his hand in the cookie jar. He felt his face turning 20 shades of red, and he held his breath, hoping Beth would not say something right then and there about what she had seen. Pam then settled back in her seat, passing a pillow up to Beth, and then leaning her own pillow against the door for some sleep herself. Beth turned back and didn't say anything.

As he rode on in silence, Ron slowly convinced himself that maybe Beth had only seen him staring at his girlfriend's mom for only a second, or maybe she hadn't even noticed where his gaze was directed at all. After several miles, Ron quite worrying about Beth having busted him ogling Pam. If she did, she did. The way she and Pam dressed half the time, they couldn't expect a red-blooded teenager not to notice them, even if they were old.

Pam tried to get comfortable against the doorframe, but she just couldn't get to sleep. She was desperate, and knew she had to sleep a couple of hours so she would be up to finishing the drive in the morning.

Finally, she turned to Ron, noticing he was still awake, she said, "Ron honey, if you don't mind, can I lay this pillow over on you to get some sleep, if I can just stretch out a little, I think I can catch some Zs."

Ron, reeling in his guilt of having been nailed mentally undressing Pam earlier, had been purposely thinking of basketball, school, anything but the three women in the car with him. Thank goodness, for a least as Pam placed the pillow across his right thigh, his cock was completely flaccid, tucked safely away from the pressure of Pam's head as she settled against the pillow.

With Beth safely asleep, and Amy concentrating on the road, Ron attempted to check out Pam's body again. Although he knew she was curled up next to him, the darkness of the night kept him from being able to really see much. He figured it was for the best, and eventually lay his head back to sleep himself.

Some time later, the beginning of the sunrise help wake Ron from a very realistic dream that he and Pam were doing it doggy style, right there in the back seat. It took him a few minutes to realize where he was, and that Pam was still asleep with her head in his lap. The dream had given Ron a complete hard on, and it was pressing up against the pillow right beneath Pam's head. Evidently, Pam had shifted her body during her sleep, so that her head was positioned closer to the middle of his lap. The thin pillow had shifted as well, and while it still separated his boner from her cheekbone, the edge of the pillow was barely past her nose. The result was that Ron could feel the steady rhythm of Pam's warm breath against his thigh. He tried to concentrate on anything but Pam, and her breath, hoping by some miracle that his cock would shrink down by the time she woke up. But it was no use. He could actually feel his rock hard cockhead pressing into Pam's cheek. It was at such an angle that he thought he may be able to press it to point down his thigh, and lessen the pressure. He decided he would just try to shift his leg a little, hopefully without waking her, and then press his cock down, away from her face.

As Ron was planning his strategy, Pam was lying there, fully awake. She had been awake for several minutes now, struggling with the conflicting reaction she was having to Ron's young, obviously hard, and apparently very large cock pressing against her face. Her first reaction had been to bolt upright, but she didn't want to make a scene and embarrass the poor boy. He was so sweet and innocent, she was sure it would mortify him if she acknowledged his erection. Her plan had been to nonchalantly awaken and remove her head from his lap as if nothing was out of the ordinary. But in the seconds she remained there, planning how she would handle the situation, she realized she was beginning to feel more than a sense of concern for Ron's feelings.

She could feel a stirring between her legs. She had noticed Ron stealing a second glance at her and Beth before, but he seemed so young, she had just never thought of him having a physical reaction to her. Besides, she had grown rather use to men, and boys for that matter, admiring her body. She had come to accept it, and sometimes even enjoy it when men took second, and even third looks her way, but this feeling was different. The sense of power she felt she had inadvertently gained over Ron, as well as, she reluctantly admitted to herself, the taboo of having her daughter's teenage boyfriend respond in such an animalistic, involuntary manner was having quite an effect on her. She had quit thinking about a plan of disengagement, but was rather content for the moment to enjoy her totally unexpected reaction to this situation.

Ron, however, seemed to have other plans. In one fairly smooth movement, he shifted his leg slightly, reached his hand beneath the pillow to his crotch, and pressed his cock downward away from her face, further down against his thigh. Pam initially decided this would be the perfect opportunity to "awaken" from a deep sleep, but then she realized the consequences of Ron's actions. Evidently his shorts had ridden up his thigh during the night, and as a result, the head of his penis was poking out of his leg opening, past the edge of the pillow, only inches from Pam's face. As much as she told herself it was wrong to stay there, feigning sleep, she couldn't resist getting an up close view of Ron's dick in the hazy light of the dawn.

Pam had been with exactly six different men in her lifetime. Sometimes she felt like a slut when she thought of being with that many men, but Beth would always tell her to stories from her past to make Pam feel downright puritanical. Maybe that was one reason they were becoming such good friends, Beth was doing a lot for Pam's self esteem. Beth seemed to have taken on as a personal mission the goal of convincing Pam sex should be fun and enjoyed without all the complications of a serious relationship. She had certainly help Pam mold her body into such form that she could basically get any man she wanted into bed. It was just that Pam wasn't yet converted into a one- night-stand type of woman. In fact, she had not had sex with anyone since the divorce. Therefore, the sight of Ron's teenage prick, swollen hard, and throbbing with a purplish color only an inch or two from her nose was making her mind and body react in ways she would never have intended. None of the six penises she had seen in her past had been as big as Ron's dick appeared to be.

She could actually see the lemon-sized head pulse a deeper purple each time Ron's heart pushed blood through his young cock. Pam had to force herself to concentrate on keeping her breathing nice and steady, so as to still appear to be asleep. As a result, she was pretty sure her breath was washing over the beautiful dick in front of her. She certainly didn't want Ron to know she was awake, and aware of the situation, but she couldn't resist the perverse thrill she got by purposely focusing her damp breath onto his organ.

Ron's initial self-congratulations as to his deft maneuvering quickly turned to near panic. Although his line of site was obstructed by Pam's tussled hair, he quickly realized what had happened when he felt his hot cockhead exposed to the cool air inside the car. Luckily Pam had not woken up when he shifted things around, but now he could feel her damp breath only inches from his swollen cock. The early morning sunlight allowed Ron to scan up and down Pam's curvy body as she lay sleeping on the seat next to him. He quickly decided that wasn't helping matters, as he saw the tanned curve of her waist exposed as a result of her tee shirt having bunched up toward her breast.

His gaze was broken when Ron noticed Beth stirring in the front seat. Not wanting her to bust him again, he quickly looked back toward the road, as Pam's hot, moist breath lingered across his cockhead. He knew he had to wake her up without her seeing his prick. So in one motion, he gently reached his hand to her chin, and as he turned her face upward, away from his cock, he scooted the pillow and his shorts down his thigh with his left hand. At the same time he began to speak to her, Amy, and Beth about waking up for a stop at the next Cracker Barrel for breakfast. He kept the pillow over his crotch, and he was certain Pam had been sleeping so deeply that she didn't realize she was awake until she was sitting upright next to him.

As soon as Pam scooted back up to sit next to the opposite door, she felt a wave of guilt rush over her. She had purposely taken advantage of her daughter's boyfriend without his knowledge and deliberately teased him. She kept telling herself it was wrong and disgusting, but she couldn't quite force herself to erase the feeling that had overtaken her body, virtually against her will. She knew she hadn't planned any of what had transpired, and she rationalized, nobody really was hurt in anyway. As long as she kept it to herself, no one would ever know what she had done. After all, Ron thought she was asleep the whole time, she was sure of that. She had gotten to know Ron pretty well over the months Amy had been dating him.

His overwhelming characteristic was shyness, followed closely by politeness, and she was fairly sure those traits along with his religious upbringing would ensure he was probably feeling as guilty about what had happened as she did. As Pam thought it through, she realized that part of the thrill had been the very fact that Ron was like he was. To know he was likely trying as hard as he could not to react to her, and that he responded anyway was what had really made Pam's juices flow. The fact that he likely had the biggest dick she had ever seen was the added bonus to the whole situation. Pam finally decided it had not been that big of a transgression, and she closed her eyes to replay the entire scene in her mind. As much as she had enjoyed teasing her innocent victim, she promised herself she would not let anything like that happen again.

The steel rod in Ron's shorts managed to soften enough for him to slip from the car to the Cracker Barrel restroom without being noticed by anyone. Once safely in a stall, he firmly stroked his cock back to life, envisioning Pam once again with her head in his lap, only in his fantasy she was leaning closer and closer to his prick, until her tongue swiped slowly up his exposed shaft, and encircled his swollen head. This image was all Ron's tortured dick needed to erupt into the ball of toilet paper he held in his free hand. After his pent up sexual frustration began to subside, Ron began to feel guilty for thinking of Amy's mom in such lewd acts, He could only imagine what she would think of him if she knew what had happened in the car, and what he had just pictured her doing to him. He promised himself he would try not to let her invade his fantasies the rest of the trip, and besides, his plans for the week ahead with Amy should alleviate any need for fantasies of any kind.

The remaining few hours of the drive to Miami went uneventfully, and by the time they had parked the car and gotten to the airport terminal, they still had a couple of hours before their flight. Beth and Pam went shopping in one of the airport boutiques, leaving Amy and Ron alone for the first time since they left Nashville.

As they strolled through the concourse, Amy said, "I can't believe my mom ruined the little adventure I had planned for the car. I was so hot, and then to have to drive for three hours. I feel so sorry for you; I had been teasing you for so many miles. And then when my mom laid down with her head on your leg, it is a good thing you weren't still hard, she would have felt it for sure." Amy looked at Ron's face, and knew from his expression immediately, saying, "Oh my god! Tell me you didn't have a hard-on while she was laying there."

Amy's smile as she said this helped Ron feel a little less awkward as he responded, "Well, no, I mean I didn't at first. Then I fell asleep, and I had a dream about you." He lied, knowing there was no way to tell her of his actual dream. "When I woke up, I was pretty hard, luckily your mom was sound asleep."

"It's a good thing," Amy said, "I don't think mom has even seen a naked man since the divorce, no telling what she would have done."

Ron wondered exactly what Amy meant by her last comment, curious as to if she had expected some type of disgusted reaction, or did she mean a sexual response by her mom. Surely not the latter, but what if...

Ron's thoughts were interrupted when Amy continued, "I sure know what I would have done if I had been her. I would have slipped your big dick out and sucked as much as I could into my mouth, then licked it and kissed it like a great big lollipop." Hearing Amy talk like that was getting Ron excited, even as he looked quickly around to make sure no one could hear what she was saying. "You better stop talking like that Amy, or else I will get arrested for indecent exposure,' Ron said, directing her gaze to his crotch with a nod of his head.

"Oh my, I really should do something about that, don't you think, I mean our trip has only begun, I sure don't want you to spend the rest of it in the Miami jail because your dick was poking out of your shorts."

They both giggled at her comment, even as Amy led Ron by the hand to try and find a place to be alone.

"I thought I had noticed these on the way in," Amy said as she led Ron to a section of cubicles designed for business travelers to access their email accounts. "Let's try the one in the corner."

They walked past all the other cubicles, until they reached the one in the back corner. The only access to this particular one was the way they had just come, and the way it was laid out, only a portion of the person's back using the computer would be visible from someone walking by. This section of the airport was not too crowded at the moment, so when Amy pushed Ron down into the seat and dropped to her knees, half her body beneath the console, he was pretty sure no one had noticed them.

As Amy unbuttoned his shorts, Ron admired the sight of her body before him. Amy resembled her mother greatly, she was a little more lean than Pam and her breasts may have been a little bit smaller, but her ass was not far from that of her mom. He had seen many boys at school practically knock each other over to get in position to walk up the stairs behind Amy on game days, when she was wearing her cheerleading uniform. Now, as she pulled his now erect cock from his shorts, her tank top fell away from her body, giving Ron a sexy view of her firm, well shaped boobs as they strained to escape from the lacy bra that looked to contain no more than half of each tanned globe.

Amy wrapped one hand around the base of Ron's dick. Every since last weekend, when she had first grasped his penis, Amy had found she always grew excited at the sight of her tiny hand holding his thick shaft. Ron was nervously glancing over his shoulder, not wanting to be discovered. Even though he knew no one could see Amy without walking almost inside their cubicle.

He inadvertently let out a gasp as he felt Amy's lips begin to plant soft, moist kisses all over his dick. He looked back to her, watching as she had her eyes closed, grasping his cock with both hands, as she deliberately licked and kissed up and down his prick now jutting from his open fly. The expression on her face was as if she were totally lost in her actions, completely unaware they were in the middle of the Miami International Airport.

Perhaps the nervousness Ron felt for that very reason was delaying his orgasm. He looked past her face, noticing how Amy's skirt had ridden up her thighs exposing her purple panties. When he looked back to Amy's face, there eyes locked, and as if she was reading his mind, she removed one hand from his cock, even as the remaining hand began to stroke up and down his shaft, in unison with her slowly bobbing head. She dropped her hand to her panties, and slipped it past the waistband to touch herself. Her hips immediately began to move in response to the action her fingers were obviously taking beneath the cotton panties. Seeing the purple material move over her knuckles, as she appeared to be fingering herself, seemed at the time to be a sexier sight to Ron than if she had been totally nude.

Ron's balls were growing tight to his body, as he gazed at his girlfriend fingering herself with the same passion with which she began to stroke and suck on his dick. They had both been trying to remain quiet, but as Amy's body rocked harder and harder against her hand, and her mouth sank deeper down Ron's cock, she let out a muffled moan. The sight before him, the sound of her moaning, and the danger of the situation, was quickly pushing Ron past the point of no return. Then, from nowhere, as he was watching Amy's mouth devour his cock, Pam's face appeared in her place.

"I don't think mom has even seen a naked man since the divorce, no telling what she would have done," Amy's words from a few minutes ago flashed through his mind as his image of Pam's face, sucking on his cock seemed to actually convey her pent up need.

Ron had not intended to think of Pam at this time, but now he seemed to have no choice but to envision Amy's mom sucking hungrily on his big hard prick.

In his mind he could see her rubbing his cock against her cheek as she said "Ron, I need some cock so bad, it has been too long, I don't care if you are Amy's boyfriend, your cock is just so fucking big and hard, please, can I suck on it some more?"

With that, he erupted into Amy's mouth with a tremendous orgasm and as he shot load after load into her mouth, he managed to force Pam's face from his mind and concentrate on his girlfriend. Amy was doing her best to swallow it all, but as her own orgasm overtook her, she pulled Ron's still spewing cock from her mouth and pressed her face against his thigh in an attempt to conceal her moaning. Several streams of semen shot across her tank top before she could regain her composure and suck him back past her lips to drain his remaining cum.

Ron pointed out the pooled cum slowly soaking into her top. They quickly came to the conclusion they had nothing to wipe it up with, then Amy gave Ron a wicked little grin and said, "Well, this should give you something to think about for our plane ride to the island," and she stood up slightly, reached beneath her skirt and pulled her panties down, and off her legs. "These are way too wet for me to wear anyway," she said with a grin, then she wiped up the remaining semen with them, wadded them up and stuffed them in Ron's pocket.

They both stopped by the restroom to straighten up some before meeting back up with Pam and Beth. Ron was beating himself up once again for his improper thoughts about Pam. He tried to convince himself that since it was unintentional, he shouldn't feel so guilty about it. And besides, he was probably unconsciously thinking of Pam due to the earlier incident in the car. Plus, Amy's ambiguous comments about her mom's likely reaction to finding him with a boner had obviously played a part as well. Ron knew that whatever the reason, he just had to try and prohibit himself from viewing Pam in a sexual manner for the rest of the trip.

Amy and Ron arrived at the boutique just as Beth and Pam came walking out. Ron knew at once his plan to limit his sexual thoughts about Amy's mom would be a losing battle. She and Beth were wearing knew dresses.

Beth was quite pleased with herself as she admired her friend Pam in the lightweight sundress she had picked out for her at the airport boutique. Beth had wanted to show her appreciation for being invited on the trip, and had not let Pam talk her out of buying a new dress for each of them.

"You look fabulous." Beth had told Pam only minutes earlier.

She had used all her powers of persuasion to convince Pam the thin, cotton blend dress was not too revealing. The spaghetti strap style didn't lend itself to wearing a bra. Although Pam and Beth had both seen Amy and other young girls proudly exhibiting their lacy bra straps beneath various articles of clothing, it was not a fashion statement either of them found attractive.

Pam had turned to view her body from every angle possible in the dressing room mirrors, and she had finally agreed with Beth that the additional lining across the chest of the dark purple dress made if difficult to see Pam's nipples pressed against the material. Pam's concern with her breast kept her from noticing that the protective lining did not extend beneath her chest. Plus, the pink and lavender flower print was so busy, even Beth didn't notice that with the proper lighting, Pam's black French cut panties were somewhat visible through the knee length dress.

"I can't believe I let you talk me into these things," Pam had said as they stood before the cashier. "But at least as long as I am standing next to you, no one will notice if I am wearing a bra or not. Aren't you self conscious at all about your nipples poking through like that, not to mention I can actually tell you are wearing a thong if I look hard enough."

"Well, then don't look so hard," Beth laughed, she had known exactly the image she portrayed in the solid yellow sundress, similar in style to Pam's. "You need to loosen up some girlfriend, we are on vacation! We're going to the Bahamas, where nobody will know us, and furthermore, we will probably be considered prudish by comparison to the college girls running around, partying their way through spring break. Besides, why have we been busting our tails in the gym for the last three years? I'll tell you why, it is so we can wear dresses like these, and look damn good doing it."

Pam wasn't yet sure if she was ready to run at Beth's pace, but she decided a sexy little vacation dress was within her bounds, and as they left the boutique, she began to say to Beth, "Okay, you win, I .."

"OH my God! Look at you two, you look totally hot!" Amy exclaimed from 15 feet away, interrupting her mother in mid-sentence.

Ron could not have agreed more with his girlfriend, and did not even realize he was hungrily staring at the two older women before him.

Noticing the look of teenage lust on his face, Beth leaned next to Pam as the two teenagers approached, whispering, "I take back what I said earlier, I don't think Ron is thinking we are prudish at all." They both giggled as Pam gave her friend a gentle elbow to the ribs, signaling her to be quiet.

Beth had noticed Ron staring at Pam's ass in the car on the trip down but she hadn't thought much of it at the time. Pam did have a superb ass, and it was not at all uncommon for the young guys at the gym to position themselves for optimal views of both Beth and Pam as they worked out. Beth had noticed that while Pam was aware of, and maybe even enjoyed the stares her body garnered, she definitely didn't solicit the leering eyes of the men and boys at the gym to the degree Beth did.

Beth had discovered since her divorce that she really got a thrill from knowing her body was being admired from across the gym. She had never admitted it to anyone, but sometimes when she went to workout by herself, she would wear one of her older sports bras that showed quite a bit of cleavage when she bent forward, and a pair of short, somewhat baggy jogging shorts, without any tights or panties. She would go straight to the weight machines and begin bending and stretching through her workout, and like clockwork, several young guys (it seemed the younger ones were more obvious about it anyway) would begin to take positions on the surrounding machinery. The mirror-lined-walls allowed them to spy her from several angles and she knew every time she bent forward they could see most of her tanned breasts spilling over the sports bra. And the more she worked out, the more she sweated, until the thin, light gray bra became discolored from her perspiration, and her stiffening nipples would become visible.

She also knew that many of the exercises caused her loose fitting shorts to gape open, allowing her voyeuristic audience a brief glimpse of her sparse, blond pubic hair. The knowledge that she was likely causing their young dicks to test the confines of their jock straps, was a major turn on to Beth. On more than one occasion she had gone straight to the locker room shower stall, where she would bring herself to orgasm with her fingers, thinking about all the stiff young cocks she had inspired only minutes earlier.

Ron's eyes had initially locked dead onto Beth's nipples pressing through the yellow dress, like any good teenage boy would. Only after his gaze had wandered down her body, did he realize he could faintly make out the white panties rising up from Beth's crotch and across her hips. He allowed his eyes to roam quickly down her long tanned legs before trailing back up to her sexily displayed breasts, then finally upward to her face, angelically framed by her shoulder length blonde hair.

Amy was making over her mother, having her pose and turn for her inspection, and neither of them noticed how Ron had given Beth the once over. But Beth had been paying particular attention, curious if the shy young boyfriend of Amy's would be able to keep from gawking at her the way she would have expected most any man with a pulse to do. She looked away from his face before he saw her observing his reaction.

"Wow Beth, good job, you must have really sold mom hard to get her to wear this." Amy read the look of concern on her mother's face and added, "Don't get me wrong mom, you look great. I am just thrilled you decided to flaunt your form some, I mean you work your butt off at the gym, you should be proud enough to show it a little. Doesn't she look great Ron?"

Ron wasn't quite prepared to be drawn into this conversation, for he had in fact been taking the opportunity to admire Pam much the way he had given Beth the once over seconds earlier. He wanted to answer Amy that her mom, and Beth for that matter, were probably the two sexiest women he had ever seen, but instead, he tried to quickly come up with an acceptable response, "Yeah, you look .well what I mean to say is , .that dress is.well.. really pretty, it makes you , ..ah..look.."

"Great?" Amy finished his sentence for him, while at the same time punching him in the arm. "Get a grip Ron. See mom, your so hot even Ron is speechless." And then she hit him again, jokingly saying, "Looking at my mom like that, you should be ashamed." All three laughed at Ron, and he decided not to try to defend himself, but to remain quiet before he really said something to make Amy mad at him. Pam told an excited Amy that Beth had insisted on buying her a new dress as well, and they quickly headed back into the store.

As Pam and Amy walked away, Beth said to Ron in a voice soft enough the others would not hear, "So, I guess I can interpret your prolonged stare from before as an approval? .Or do you see something wrong with my dress?" and as she spoke, Beth ran her hands down along her rib cage and waist, pulling the dress tight down across her body.

For an instance, Ron's eyes involuntarily followed the path of Beth's hands, then his head snapped back to meet her face. "Ah, no, .er,.. I mean yes,." Ron could feel the blood rushing into his face as he stammered around, "I am sorry, I, ah, well, I think it looks very nice. Um..I am sorry I was staring, I didn't mean to, I just, well, I didn't really, you know, know I was, you know." Ron rambled, trying to save himself from complete embarrassment. He noticed the briefest of grins cross Beth's face as he spoke.

"Well, you know," she couldn't keep from laughing a little as the word 'know' came across her lips, "I know what your are trying to say," she suppressed yet another giggle, "thanks and don't apologize, if I didn't like to be stared at now and then, I sure as hell wouldn't dress like this, now would I?" and with that statement, Beth tussled Ron's hair like he was a grade school kid being told how cute he was, and turned to join the other girls in the store.

Beth could almost feel Ron's eyes on her ass as she sauntered past the racks of dresses, eventually moving from his line of sight. She was thinking to herself how much fun she could have with such a timid, yet excitable, and quite nice-looking teenage hormone factory over the coming week. Of course, she wouldn't be too obvious. He was after all Amy's boyfriend, and even though Amy didn't exhibit the jealous tendencies of many teenagers, Beth certainly didn't want to make her or her mom mad. Plus, it wasn't like she was planning on seducing the boy or anything, it was just that she knew she couldn't pass up such a perfect opportunity to do some serious prick teasing.