LOVE AND MEMORIES

With a grunt and a forceful tug, David managed to jam the last of his clothes into his roller board bag and pull the heavy duty zipper shut. The zip closure gave a moderate protest, pulling together with a noise that more resembled a groan than a "zip."

"Oof," David said to himself, leaning against the edge of his bed and giving the over-packed roller bag a triumphant pat. "I need to get some bigger luggage."

The old suitcase had worked well enough for a week at science camp, but that had been years ago when he was in sixth grade. Now that he was 18, he needed just a little more space than the well-worn bag could comfortably provide.

"Thank god we didn't choose the two-week trip," he grumbled.

Under most circumstances, he would've been the first in line for a week-long cruise on a lavish, modern luxury liner. He'd just graduated high school, and a tropical cruise ship was a perfect place for him to live up the good life for part of the summer before it came time to worry about college. But, of course, there was a hang-up: he was going on the cruise with his mother. His ability to do anything fun or debaucherous pretty much went out the nearest window with her anywhere on board, much less sharing a cabin with him.

The cruise was a plan he had originally devised. He and his grandparents had pooled the money to send his mother, Madison, and one of her friends on the week-long Caribbean adventure, primarily as a thank you gift to his mother for putting up with him for eighteen years. Madison had gotten pregnant when she was 15, and from what David had managed to piece together from fragments of overheard conversation and slips of the tongue, she had been strongly encouraged by many to have an abortion, but she remained adamant about keeping him. His father, then a senior in high school, had promptly skipped town and was never heard from again. His mother raised him alone, with help from her parents, who, despite their initial urgings to have the pregnancy terminated, quickly became Madison and David's most heartfelt supporters. Beyond barely making it out of high school, giving up college, and working two jobs to make ends meet, David could only guess at what his mother had been forced to sacrifice to raise him. Now that he was finally on the verge of setting out on his own, a week-long cruise seemed like the least he could do for her. It also meant that he would have their small apartment to himself for a week, which was a very powerful incentive for a red-blooded eighteen year old.

But then Madison's friend who was supposed to accompany her had canceled due to a family emergency, and Madison unexpectedly asked David if he would accompany her instead. David tried to suggest other friends that could go with her, but she twisted his arm with puppy dog eyes and an explanation that she simply wanted to enjoy one last getaway with her son before he left for college. Like any teenager, David had suffered through his share of disagreements with his mother, but in his heart he loved her dearly and couldn't bear to turn her down.

Besides, he told himself, it was just a week. He'd be back home and partying with his friends before he knew it. And it wasn't as if his mother was overbearing or boring. Quite the opposite, she was vibrant and full of energy, sometimes even slipping back into the same youthful indiscretions that had probably landed her as a teen mother to begin with. Still, the fact that she was his mother did have a wet-blanket effect on David's expectations for the trip.

But there would be time to worry about that later. For now, David's top priority was hauling his and his mother's luggage down to his car and getting to the airport, where he would meet his mother for their flight to Fort Lauderdale, where they would board the massive luxury liner that would be their home for the next week.

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

Madison very nearly ran to the PIN pad in the back office of the sporting goods store to clock herself out when her shift ended. She'd been working at the store since David started high school, and over four years had worked her way up from a cashier to an assistant manager trainee. The job was grueling at times, keeping her on her feet day in and day out, but the pay was better than what she'd been getting before and Joey, the store manager, seemed to appreciate that Madison was a hard worker and went out of his way to give her opportunities to prove herself to the bigwigs in corporate.

Joey was in the office filling out forms to send back to corporate as Madison hurriedly collected her things and clocked herself out of the system.

"You look like a kid running downstairs on Christmas morning," Joey joked. "Not that you don't deserve it. This trip has been a long time coming for you."

"It's okay to admit that this place is going to fall apart without me, you know," Madison teased, slinging her purse over her shoulder.

Madison knew, of course, that nothing could be farther from the truth. Joey was a former Marine and would have the store running like a well-oiled machine.

"We'll manage to limp along," he replied. "Just have fun for all of us. We'll still be here waiting for you next week."

"Don't remind me!"

With a wave over her shoulder, Madison was out the door and into the parking lot, glancing at her watch. She was running a few minutes later than she'd hoped, which she knew David wouldn't mind, but still, she didn't want to keep him waiting. She knew it was somewhat of an imposition for him to be going on the cruise with her at all. David never would have admitted it, of course, but Madison was under no delusions that her son hadn't already cooked up plans for a party (or two, or three) when she asked him to join her on the cruise. She had convinced him to go by telling him that she wanted to take one big trip with him before he headed off to college, which was true, but what she hadn't told him was that after her best friend Jasmine canceled on her due to a death in the family, Madison didn't really have any friends to invite on the trip. Being a single, working mother had taken a toll on her social life, and after David had come into her life, Madison didn't really have time to make new friends. And she didn't even want to think about the vacuum that was her love life. She hoped that the cruise would provide at least some temporary reprieve from her social isolation, but just in case that didn't go as planned, it gave her some comfort to know that David would be there with her.

When Madison arrived at the airport terminal, David was already there waiting for her, with luggage for both of them in tow as planned.

"Hi, baby, I'm so sorry I'm late," Madison said, giving her son a quick peck on the cheek as she took her bag and boarding pass from him.

"It's okay, Mom," David replied. "I know you had to work. Oh, speaking of which."

Madison jumped a little bit as David reached forward and snatched the plastic name tag that was still clipped to the pocket of her shirt above her left breast.

"There we go," he said, tucking the badge into the pocket of his jeans. "Now people won't think you're here to sell them a set of golf clubs."

"Thanks," she said sheepishly. "How do I look?"

"Like you just spent the whole day running a Sports Factory," he teased, rolling his bag toward the security line. "We can fix that once we're on the ship."

"That bad, huh?" she sighed, following her son into the airport.

The flight to Fort Lauderdale was fairly uneventful, aside from the crying baby a few rows behind David and Madison. Madison fell asleep almost as soon as her head hit the backrest of her seat, having been up since 6am to open the store. David tried to watch a few TV shows he had loaded onto his phone, but the process became a little more difficult when his sleeping mother's head slipped onto his shoulder, yanking one of his earbuds out and weighing down his arm that he was using to hold his phone up. He tried a few times to shift positions without waking his mother, but was unable to find a comfortable setup, so he simply settled in and rested his head against his mother's for the duration of the flight.

After landing, it was a short taxi ride for David and Madison to reach the pier where their ship would be waiting. David had read up on the luxury liner before booking the trip, but still found himself staring in awe of the massive vessel when he climbed out of the taxi. The ship was the newest and biggest in the cruise company's fleet, more or less a floating city. From where he stood on the pier, David couldn't even see the uppermost decks, but he could make out a few prominent features here and there, like the top of a rock climbing wall or a waterslide. While he quietly took in the sight of it all, his mother was a bit more perky, perhaps re-energized from her nap on the flight.

"Oh my god, this is going to be so much fun!" Madison gushed, as she claimed their bags from the taxi driver and wheeled David's luggage up to him. "Aren't you excited, sweetie?"

"Mmmhmm, yeah," he replied half-attentively, still distracted by all the ship had to offer and the steady stream of people filing on board.

"Baby, I promise, you're going to have such a great time," his mother insisted, mistaking his awe-struck demeanor for lack of enthusiasm. "You won't even know I'm here. You can go meet girls, explore, anything."

As Madison mentioned girls, David let his eyes wander to a trio of young women in shorts, bikini tops, and flip-flop sandals passing by and boarding the ship, feeling his blood start to stir a little bit. He looked back up at the massive city-ship in the water in front of him and smiled inwardly. On a ship big enough to have its own zip code, there were bound to be plenty of places he could get himself into trouble without having to worry about being caught by his mother.

"We'll both have a great time, Mom," he responded, more emphatically this time. "Now let's go. The sooner we get on board, the sooner we can get you out of those clothes."

"David!" Madison pretended to be offended by her son's comment, crossing one arm across her breasts as if to conceal herself from him. "At least buy me dinner first."

"You know what I mean, Mom!" David laughed, before taking off in the direction of the ship, with Madison just a few steps behind.

Once they were checked in aboard the ship, mother and son explored their way through the interior passageways looking for their cabin. Even with help from his grandparents, David hadn't been able to splurge to get his mother a truly fancy room, though he had managed to find a good price on a room with a window overlooking the main promenade at the heart of the ship. If the room had been a hotel room, it would have been considered very cozy (or flat-out small) by any standards other than New York City standards. Immediately to the side of the entryway door was a bathroom, and beyond that, what appeared to be either a double size or small queen size bed. Past the bed was a desk and wall-mounted flat-screen television, with a couch along the opposite wall. Finally there was the bay window overlooking the promenade, with a twin-sized bed beneath the window. The walking spaces in the room were fairly narrow, and David and Madison had some difficulty squeezing by one another as they unpacked their bags to settle in.

"Mmmph, we're going to be a little short on privacy, aren't we?" Madison said, as she sucked in her stomach to allow David past her. Even with her stomach pulled in tight, she felt herself pressed against the wall behind her as her son carefully squeezed by so that he could set his bags nearer the twin bed by the window, where he would be sleeping.

"I remember a time when I could have just parted my feet and let you walk right on by," Madison giggled, after her son had passed and she could let out her breath.

"That was a long time ago, Mom," David said with a grin. "I'm sorry about the privacy thing, I didn't think it was as a problem when I thought you were taking the trip with Aunt Jas."

"Hey, it wasn't that long ago!" his mother complained. "You just grew up so darn fast. And don't apologize about the room, who would've guessed that poor Aunt Jas would have to go to a funeral? You'll just have to get used to seeing your mom get dressed in front of you."

"Oh god, Mom, please!" David pleaded, turning his back to his mother as she began to unbutton the first few buttons of her blouse. "We do have a bathroom in here."

"And it's even more cramped in there than in here!" Madison retorted in a false whine, suppressing giggles at the way her son reacted to her torment. "It's not like you haven't seen my breasts before. I'm pretty sure they were one of the first things you saw after you were born, you know."

"It's totally not the same!" her son protested, peeking over his shoulder. "Wait, are you seriously stripping down in here right now?"

"Maaaybe," she continued in a sing-song voice, unzipping the fly of her slacks and shimmying them off. "What's the matter, David? Your old mom isn't that hideous, is she?"

"It doesn't matter, you're my mom!"

"I didn't hear a yes or a no in there..."

"It's not like I've been checking you out or something."

"Davey, you're an eighteen year old boy. You check out everything with a pair of tits. Be honest, how do I look to you?"

With a dejected sigh, David turned and sat on the edge of the bed facing his mother. She had stepped out of her slacks and stood in front of him with her blouse fully unbuttoned, revealing a matching bra and panty set in baby blue.

"You look... do I really have to do this?"

"I just need to know, David," Madison insisted, her tone more serious. "I've been out of the social world for a long time, and I just want to know how I look to men. And there's no man in my life that I trust more than you."

"Well, I... you look good, I guess," he admitted with little certainty.

"Just good, you guess?"

"I mean, I don't know. It's weird, having to rate my mom. Yeah, good. Really good. Your tits... um, I mean breasts, are, you know, firm and stuff. And they're nice. Not too small. And your butt is pretty round and tight. Geez, Mom, you're making me blush."

Madison could feel her cheeks flushing hot as well, listening to her son stumble over himself to compliment her body. She knew he couldn't possibly fathom, much less provide, a fully honest evaluation of her as an object of sexual desire, but it still reassured her in some strange way that her features met with his approval.

"If it helps, some of my friends think you're really hot," David added, suddenly very interested in some miniscule feature of his shoes. "Scott thinks you're a MILF."

Madison was glad her son was looking down at his feet, so he didn't see her beaming with pride at being considered a MILF. She glided over to David and placed a kiss on the top of his head.

"Thank you for being honest, sweetie," she said with a smile. "Now, this MILF is going to finish getting dressed in the bathroom, before she traumatizes her little boy for life."

Once the ship got underway, David and Madison settled in for a mostly quiet night. He busied himself making sure that he could use the wireless network provided on board the ship to access his email, in case he received anything from his college that he needed to respond to, while she lounged about on her bed in shorts and a tank top, flipping through the activities guide for their destinations and familiarizing herself with a map of the ship. While he was on his laptop, David also took the opportunity to make sure that some of his favorite porn sites weren't blocked by the on-board network, though he doubted he would have much time to himself in the stateroom to access them. Once he was done, and had suitably covered his tracks, he offered the laptop to his mother, who declined.

"Maybe a little later, thank you sweetie. Hey, are there any particular things you want to sign up for? Scuba diving, hikes, anything like that?"

"I hadn't really thought about it," David shrugged, reaching over to grab the activities guide from his mother. "I kinda just pictured laying on beaches and sipping drinks."

Madison laughed softly, tousling his hair. "Oh, you're my son all right, no doubt about it. I was thinking exactly the same thing."

Before David had a chance to look through the entire listing of activities, his stomach broke the silence in the room with a loud growl.

"Oh my, sounds like somebody's hungry," his mother teased. "I could use a bite myself. I haven't had anything since my lunch, which I took a little early in my shift so one of the cashier girls could run out later for an errand."

There were no formal dining activities scheduled for the first night on board, but all of the dining rooms on board the ship were open with food laid out buffet-style for passengers, so David and Madison enjoyed a filling meal together, people watching and chatting with a few of the other guests as the sun slowly set on the horizon. Afterward they watched some television in their stateroom, until the exertion of the day started to catch up with Madison and she felt her eyelids growing heavy.

"Baby, I don't think I'm going to last much longer tonight," she said with a weary yawn. "Feel free to stay up if you're not sleepy yet... but I'm afraid I'm going to have to turn in soon."

"I was actually thinking of exploring the ship a little," David told her. "That way you can sleep in a quiet room. I promise I won't make too much noise when I come in."

"Sounds good, sweetie," Madison replied, giving her son a hug and a kiss on the cheek. "Don't stay out 'til all hours, I want to explore together tomorrow, after all."

"I won't, promise."

After David had left, Madison stripped out of her clothes, enjoying a few rare moments of complete privacy that allowed her to lie completely naked on the bed, feeling the air on her bare skin. She contemplated jumping in the shower, but the steady hum of the ship's engine was quickly lulling her to sleep, so she resolved to put off a shower until the next morning, and instead slipped into a matching cami and boxer pajama set and pulled out her toiletry bag to brush her teeth. As she opened the bag, a glint of silver metal caught her eye and with a sleepy smile, she reached in and pulled out her favorite vibrator, a long, sleek "bullet" style vibe that she had hidden underneath her emergency feminine hygiene products (where she figured David would never look). She flicked on the switch and ran the smooth, cool metal across the palm of her hand, feeling a chill of excitement run up her spine at the thought of the same cool metal penetrating her, the steady vibration rubbing against her clitoris. But then she switched the toy off again, tucking it back into its hiding place. She was truly exhausted, and while a good hard orgasm often helped her get to sleep, tonight she feared it would simply leave her wanting for more, and she would wear herself out staying up for the extra release. Though she wasn't sure if she would get another opportunity to use the vibrator on the trip, she was hopeful that she would have the real thing filling her up soon enough, and the toy would just be forgotten underneath a pile of extra tampons.

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

When Madison woke again, the faint light of the sunrise was just beginning to peek in through the window at the end of the room. She rubbed her eyes sleepily and glanced at the clock on the nightstand, and was unsurprised at the time that she saw: 6:00am. Years of rising early to get ready for work and get David to school had forced her body into a daily schedule, one that couldn't be broken even though she was now miles away from work, floating in the middle of the ocean. Looking to the window, she could see her son's form under the sheets of the twin bed, completely unmoving save for the steady rise and fall of his chest with each breath. Madison hadn't been awake to see when he came in, but if she knew David, he would likely be out until nearly lunchtime.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."Unbidden, a mental image of Madison strutting about the tiny stateroom in her bra and panties, modeling one outfit after another while David looked on, popped into his mind. He stole another glance at his mother, her pink boy shorts hugging her hips and accentuating the sensual curvature of her waist. Yes, she was definitely a desirable woman... and his mother.

"I... I'd better get in the shower and wash off all this sweat and sunscreen," he decided, pushing the mental picture of his mother's fashion show deep into the recesses of his mind. "Otherwise I won't be ready for dinner."

"All right," Madison called after him, as he ducked into the bathroom. "I'd better not hear any complaints about my outfit later!"

When David emerged from the shower some time later, still with a towel wrapped around his waist (but this time without the cum-soaked shorts underneath), his mother had dressed herself up in a "little black dress" with a plunging V-shaped neckline and a hemline that barely reached mid-thigh. The back of the dress was largely open, revealing a large swath of her smooth skin, now with a darker tan thanks to a day spent in the sun. As with her boy shorts earlier, the black dress also clung stylishly to Madison's curves, accentuating her features. She had chosen it for precisely that reason, in hopes of attracting some very welcome male attention at dinner.

"Have you figured out what you're going to wear?" Madison asked her son, while she picked out a pair of earrings for herself. "Try to choose something nice. I want all the girls to see what a handsome man you've become."

Madison stepped into the bathroom to arrange her hair, but realized quickly that she needed some items that were still tucked away in her luggage. She exited the bathroom to retrieve them just in time to see David, his back facing her, dropping the towel that had been wrapped around his waist. She suppressed the urge to gasp as her son, now completely nude and unaware of her gaze, bent over a dresser to retrieve fresh underwear from one of the drawers. Madison's breath caught in her chest for a few moments as she admired David's broad shoulders and his firm, muscular butt. As he stepped into his boxer shorts, her eyes darted between his legs for a glimpse of his manhood; even flaccid in the slight chill of their stateroom, she was impressed by the length and girth.

Ducking back into the bathroom and trying to compose herself in the mirror, Madison could see that her nipples had begun to harden and show through the tightly fitting material of her dress. She tried to force her attention back to fixing her hair, though she still needed those items from her luggage, in hopes of quelling the inappropriate thoughts of her son that were threatening to take root in her mind. With luck, she told herself, she would find a handsome man at dinner to fulfill her long-neglected sexual needs, and she could resume a more normal mother-son interaction with David for the remainder of the trip.

After waiting a few more minutes, hoping that David would be more clothed by then, Madison again left the bathroom to retrieve the missing items from her luggage. When she saw her son this time, he was tucking the tails of a neatly-pressed dress shirt into a pair of grey slacks. A matching grey jacket was slung across the arm of the couch.

"Oh, baby, you look so good in that!" Madison exclaimed, smoothing out her son's collar as he finished zipping up his pants. "Is this the suit we bought you for that speech contest last year?"

"Yep," David nodded, fidgeting a little as his mother went into full "mom" mode, helping him with the buttons on his cuffs and straightening every last bit of his outfit that was out of place. "I had to get the pants lengthened a bit when I found out there was a dressy dinner on this trip."

"I know, you've grown so much since we had it fitted last year," his mother sighed wistfully, before holding up the suit jacket and helping him into it. "Now look at you. When did my little boy become such a good looking man? The ladies are going to be all over you tonight."

"Mom, it was an eighteen-year process," David joked. "It's not like it happened overnight."

"Well, overnight or not, you're going to have your pick of girls tonight. And not just the ones your age... you'll have drooling thirty-somethings chasing after you too, I'll bet."

"Like you?" he replied playfully.

"Me? Sweetie, I'm your mom." Madison hoped the heat in her cheeks was not visible as a bright blush when she said that. Could he somehow see the thoughts she'd been having earlier?

"I know, but... what if you weren't?"

"David, what's this about?" Madison asked nervously.

"I dunno," David shrugged. "You asked me if I thought you were hot yesterday. You don't have to answer if you think it's weird. God knows I felt totally awkward answering your question when you asked."

"Oh," Madison laughed, relieved that her son simply wanted some reassurance. She hadn't figured him for one that needed a little encouragement, but if that's what her son needed, that's what she would give. "Well, I guess fair's fair, right?"

She placed her hands on his shoulders, turning him so that he squarely faced her.

"Let's see... if I were a girl your age - or my age for that matter - would I have my panties around my ankles in a heartbeat for you? Yes, I'm quite certain I would."

The answer seemed to satisfy David, who didn't press for more. Mercifully, it also spared Madison from a developing mental image of her on her back, her panties dangling from one ankle, with David kneeling between her knees.

When Madison and David arrived in the dining room, they were seated at a table for four with two other guests: a handsome gentleman with a southern accent named Joseph, a few years older than Madison, and his delightfully cute four year old niece Emily.

Madison and Joseph hit it off immediately, striking up a conversation that lasted throughout the meal. Madison was worried that David would be bored at the table, but he ended up getting along well with Emily, to the point that he even left the table to play hide and seek with her as the meal wrapped up. Joseph seemed pleased to have Madison to himself, and for Madison, the feeling was definitely mutual. Not long after dinner wrapped up, the two excused themselves from the room to seek the comfort of a booth in one of the ship's lounges.

David was happy to see his mother getting along well with Joseph, though when the two of them left for an after-dinner drink, he became slightly concerned that some awkwardness would result later if Madison decided to bring Joseph back to their stateroom. Before he could spend too much time dwelling on the possible scenarios, however, a striking pair of legs in a red cocktail dress approached him and Emily, scooping the young girl up off the floor.

"Okay Ems, it's time for you to go to bed with mommy and daddy," the newcomer said with a delightful southern drawl.

David got up and found himself face to face with a quintessential blonde-haired, blue-eyed southern belle.

"Thanks so much for looking after her," the young woman said, shifting Emily into one arm and extending her free hand to offer a handshake. "I'm Sarah. This little bundle of energy is my cousin."

"It's nice to meet you Sarah, I'm David. My mother and I were at a table with Emily and Joe. Is he your... dad?"

"Oh no," Sarah giggled. "He's my uncle - my mom's brother. Their middle sister is Emily's mom. We're all here on one big family trip. Uncle Joe doesn't have any kids. Isn't even seeing anyone."

"Ah, it all makes sense now," David replied, before turning to Emily. "It was fun playing with you, Emily! Be a good girl."

"My sisters and I were thinking of checking out some of the clubs after dinner," Sarah offered, as she handed Emily off to another one of her family. "Do you want to come along with us?"

David was more than happy to accept Sarah's invitation. With his mother potentially tying up their stateroom in a tryst with Joe, he thought it better to avoid going back for some time. Besides, he was quite interested in seeing a bit more of the lovely blonde.

As it turned out, one of Sarah's sisters was old enough to buy alcoholic drinks, which some of the clubs served even though they admitted anyone who was older than eighteen. A few drinks later, David found himself on the packed dance floor, with Sarah pressed close to him, grinding herself into him in rhythm with the pulsing music. His blonde companion's well-manicured fingertips ran up and down his back as she panted hard, rubbing his thigh in between her legs. Occasionally, one of her sisters - all tangled up with their own men of choice nearby - would let out a whoop of encouragement, egging them both on.

"Ahhhh, this is so much fun!" Sarah declared, dipping her head back as they continued to grind.

With a little alcohol loosening his inhibitions, David let his face dip into the area of Sarah's neck and shoulders that were exposed by her movement, placing a few soft kisses across her collarbone, inhaling the mixed scent of perfume, shampoo, and sweat. She responded to him by craning her neck more, offering him even greater access, and curling her fingers into the hair on the back of his head. Emboldened, he kissed her neck more forcefully, stopping occasionally to suck gently on her skin. He continued until he felt her hands cup his cheeks, pulling him away as she lifted her head back up. Her blue eyes seemed to glow with excitement as they stared at each other for a moment, and then she pulled herself to him, pressing her lips to his. Her hips continued to move rhythmically with the music as they made out on the dance floor, their kiss a sloppy gnashing of tongues and lips.

When the song ended, she took him by the hand and hurriedly pulled him off the dance floor, toward a booth where they had left her purse and his jacket earlier and where her eldest sister, Lizzie, was now straddling the lap of a man from the club, doing her best to shove her tongue down his throat.

"I'm going to use the room," Sarah said quickly, grabbing her purse.

David didn't hear a response from Lizzie, but Sarah apparently took the silence as approval. The two left the club and made their way to the nearest elevator. They continued to kiss urgently and ardently as they waited for an elevator to arrive, and then again once inside.

"We're on fourteen," she mumbled into his mouth, and he pressed the corresponding button on the elevator.

Though they were only a few floors off from deck fourteen, the elevator ride seemed to stretch on. When the doors finally opened, Sarah led David quickly down the long hallway of staterooms until they reached the one she shared with her sister. She fumbled with the key card for a few moments, and then opened the door. For a few seconds, David forgot completely about his burning desire to fuck the sexy young blonde when he looked at the sheer size of the suite, which was far more spacious than the stateroom he shared with his mother. Sarah led him into the main bedroom, falling back onto the spacious bed and pulling David on top of her. They kissed again on the bed as their hands roamed each other's bodies, her hands pulling at his belt and fly while his hiked her red dress up to her hips, exposing her creamy thighs and red thong. His cock sprung free as she pushed his pants and boxers down just enough, and he tugged the crotch of her panties to the side, exposing her wet and waiting vagina.

"Do you have a condom?" David asked. If there was one thing growing up with his mother had drilled into his brain that he would never forget, even with his hormones raging, it was that.

Sarah shook her head and for a moment, David felt a panic set in.

"On the pill," she added, letting one hand slide between her legs to toy with herself as she waited on him. "I don't have any STDs."

That was good enough for him. He grasped Sarah by her hips, pulling her to the edge of the bed. Ensuring that her dress was still bunched around her waist and her panties pulled aside, he quickly sank the head of his cock into her waiting wetness, eliciting a cry of pleasure from both of them.

"Oh yes, fuck me!" Sarah panted, hands clawing at his shirt and chest.

Her pussy squished noisily as he began plunging himself into her, her ample pussy juice dribbling out from around his cock and onto the sheets. He scooped one of her B-cup breasts out of the confines of her dress, sucking on her taut pink nipple. From underneath him, Sarah's hips bucked up off the bed to meet him with each thrust.

"Yes! Yes! Fuck, yes!" Sarah cried out as he slammed himself home again and again.

Sarah was clearly a screamer, and it wasn't long before David had her crying out loudly in ecstasy. He was thankful they had the large suite in which to make all that noise, though he still wondered if the neighboring suites on the same deck could hear them.

Because of his earlier orgasm on the topless deck with Katherine, he was able to keep up a rapid, pounding pace without losing control too soon. He continued to fuck her in a number of different positions and brought her to several orgasms before he finally felt himself getting close. At that point Sarah was on all fours, her face pressed down into a pillow and her ass thrust up into the air. The skirt of her dress was still crumpled around her waist, and the bodice portion of the dress was just barely clinging to her body; both of her breasts had been pulled free of the dress and the straps were completely off her shoulders. David had discarded his slacks and she had, at some point, unbuttoned his shirt, though it still hung from his body. Sarah continued to moan loudly, her cries muffled by the bedding, but their frantic pace had exhausted both of them.

"Oh god baby," she whimpered, as he began to groan, signaling the approach of his orgasm. "Please... I can't cum anymore... give it to me..."

Momentarily reinvigorated by his impending climax, David renewed his pace, his hips slapping noisily against her buttocks as he filled her well-fucked pussy with his cock.

"Oh fuck!" he called out, feeling the telltale tightening in his testicles and the surge of pleasure that raced up his shaft. "Oh fuck, I... I.... fuck!"

Despite her exhaustion, Sarah let out one more excited squeal as he finally burst inside of her, unleashing a torrential orgasm that immediately left his cock throbbing with soreness afterward. The two young lovers collapsed in a heap of flesh onto the bed, sweaty and worn. The sheets - and her dress - were soaked in their commingled juices, and David had to struggle to ward off the increasing desire to sleep.

"Mmmm, baby," his blonde companion murmured sleepily, resting one hand lazily on his chest. "That was so good... I wish you could stay the night.... but..."

David didn't need her to finish, as he knew the "but" was her sister Lizzie, who could conceivably return later in the night and not be thrilled to find him occupying her side of the bed. Plus, David wasn't sure if either he or Sarah intended this to be anything but a thrilling one-night stand. Finding his pants and boxers, and making a token effort to appear presentable, he slipped out of Sarah's suite and headed back to his stateroom, hoping that his mother and Joe weren't planning to occupy the room that night.

When he reached the small cabin on deck seven, David was surprised to find the room completely empty, untouched from the way he and his mother had left it prior to dinner except that the staff had come by and turned down the sheets while they were out. He was too tired to think much of it, and a few moments later, had passed out on his bed by the window.

David wasn't sure what time it was when he was awakened by the sound of the door lock mechanism being clumsily operated from the outside. He prepared himself to complain loudly about being woken up in the middle of the night, but what he heard next stopped him entirely.

Madison didn't know how long she'd spent cuddling and flirting with Joe in their corner booth at the lounge on the promenade, or how many drinks they'd had. What she did remember was the feel of his fingers teasing their way up her legs underneath the table, and how good it felt when she uncrossed her legs for him, allowing him to press up into her dripping panties. It had been far too long since any man had touched her that way, and she was more than ready for him. It helped that she found Joe to be extremely handsome, with dark eyes that seemed to pierce right to her center. When he cupped one hand at the back of her neck and pulled her in for a kiss, she couldn't resist.

"I don't normally do this kind of thing," he whispered to her when they came up for air. It was a cliche, but she didn't care. Not with his fingers slipping underneath her panties and into her pussy, anyway.

"Oh god," she moaned, as slid one digit into her, up to the last knuckle. "Then I hope you'll make an exception for me."

Feeling as if she were at a distinct disadvantage, she groped along his body until she found his erection through his slacks, sizing up the hot, throbbing bulge. He wasn't the biggest she'd ever had, but he was certainly more than enough. With the music playing in the bar, nobody would hear anything as she unzipped his fly, slipping her hand into his pants and stroking his manhood.

"Oh yes," he gasped hoarsely. "Yes, I think we can definitely make an exception tonight..."

"Then let's hurry out of here," she whimpered, "before you make me cum right in this seat."

As they drunkenly stumbled into the first available elevator, she pressed the button for deck seven without asking Joe where his room was. Since the promenade was on deck five, she felt there was a good chance that her room would be closer. It took all of her restraint not to jump him right in the elevator.

Apparently the feeling was mutual for Joe, because as she tried clumsily to get her card key into the slot on the stateroom door, she felt him lift her dress from behind and press the exposed head of his cock against her ass cheeks while he fidgeted with the crotch of her panties.

"Joe!" she gasped. "Not here... just give me a few..."

Thankfully, the door clicked open and they were able to stumble in before she succumbed to the temptation to let him have her in the hallway. They never quite made it to the bed, as he pulled her into the bathroom and bent her over the sink, intent on picking up where he had left off in the hallway. This time, she was more than happy to oblige as he worked her panties down her legs, then pushed her skirt all the way up, revealing her bare ass cheeks, on which he planted a few playful smacks.

Stepping out of her discarded panties, Madison turned and seated herself on the ledge of the counter, spreading her legs and giving him a full view of her wet, pink pussy.

"Holy hell," he whispered, before unexpectedly leaning in and burying his face between her legs, his tongue lapping at the folds of her womanhood.

"Oh, fuck!" she gasped, grabbing his hair and thrusting herself into his hungry mouth. "Oh my god, just like that..."

As he lay in his bed, David was torn between feelings of shock, disgust, and arousal. His mother and Joe were apparently too drunk and enamored with each other to notice that he had been sleeping at the far end of the room. There was no way he could drown out the sound of their foreplay, and despite the fact that she was his mother, he felt his cock achingly becoming erect once more as he listened to her moans.

When Joe emerged from between her legs, his face and chin shimmering with her juices, Madison hopped off the counter and quickly peeled herself out of her dress, letting herself stand naked before him.

"Do you want me to suck your cock?" she asked, even as Joe began to suck and lick her D-cup breasts.He didn't answer her verbally, but she got his response when he spun her around and pressed her to the counter, wedging his hand between her legs to force her thighs open. She heard a muffled clunk as his slacks and belt fell to his ankles, and several moments later once again felt the hot, throbbing tip of his erection pressing at her vaginal entrance.

"Joe, wait," she gasped, even as the feel of his bare cock sent a tremor of pleasure through her pussy. "I have some condoms in the room... just let me..."

She cried out in surprise and pleasure as he thrust himself into her. As long as it had been since Madison had last enjoyed the sensation of a real cock filling her pussy, it had been even longer since she'd savored the feeling of bare flesh. She had taken birth control pills for a few years in her twenties, when she was actively trying to date, but once she had realized that raising and providing for David was going to effectively kill her love life, she went off the pill and just kept condoms at hand for occasional opportunities that arose. She'd contemplated getting a new prescription for the cruise, but work leading up to the trip had kept her too busy to stop in at the doctor's office.

As Joe began to thrust in and out of her pussy, Madison knew she should stop him and force him to wear a condom. But the sensory overload of his flesh plunging in and out of hers was clouding her mind, and all she could think about was how good it felt. She could always make him pull out, she told herself, closing her eyes and savoring the pleasurable sensations as he began to pick up speed.

David couldn't believe that he was actually going to have to listen to his mother have sex. There was no way around it. He could hear zippers and the sound of clothing being removed, and he knew that it wouldn't be long before his mother and Joe were going at it. Then he heard his mother say something about condoms in the room, and he panicked even more. She was going to come out into the room to get condoms, and if he was lucky, she wouldn't notice him there. If he was really unlucky, she'd see him and freak out, and things would get really awkward after that. But then, to his surprise, Madison didn't come out into the room. Instead, he heard her cry out at the same time that Joe moaned. That was followed by more moans and grunts, and the sound of two bodies slapping together. Suddenly, David was completely awake and bolted up. The bastard was fucking his mom without a condom, even after she'd told him that they needed one.

When Madison pressed her palms against the counter and lifted herself up, she was hoping to watch Joe fuck her in the mirror and see her own breasts jiggling with each forceful thrust. She was not expecting to see David standing behind them, his eyes burning with anger.

"David?!?" she nearly shrieked, panicking.

Joe was still buried deep inside of her and pinning her with the weight of his body, so there was little she could do but flail. As she watched in the mirror, her son grabbed Joe in a headlock and forcefully tore him away from her, causing her to cry out in discomfort as his hard cock suddenly pulled out of her. David hurled Joe to the floor just outside the bathroom, tossing the shocked man's slacks over to him angirly.

"Get the fuck out, now!" David growled.

"Jesus, what the hell?" Joe stammered, still dazed from David's sudden attack.

Madison hurried to Joe's side, helping him up.

"Joe, I think you'd better go," she whispered to him. "It'll be okay. I just need to talk to my son."

"Geez, Maddy, I had no idea he was even here," Joe responded, still shaking. "Look, kid, we didn't mean for you to see or hear any of that. Maddy, why don't you come up to my room with..."

"She's not going anywhere," David interrupted. "Now go."

"I'm sorry, I'm sorry," Madison mouthed, as she hurried Joe to the door.

After he was gone, she realized she was shaking out of a mix of anger and fear.

"David, what the hell has gotten into you?" she asked, keeping a cautious distance from her son. "I... I've never seen you like this. Joe is my... my friend, you can't just beat up on him like that for no reason."

It seemed to take a few moments, but eventually the blazing anger in her son's eyes subsided and he softened.

"I'm sorry, Mom, I guess I overreacted a bit, but I couldn't let him treat you like that."

"Like what?" she asked, confused.

"Like..." David threw up his hands, as if to say, "you know," and then walked over to the sofa and sat down.

"You told him he needed to use a condom, and then he shoved his dick inside of you without one anyway. It's like you were just some piece of meat for him, someplace to get his dick wet and get off."

"David, we were two adults having sex. If I didn't think I could handle it I would've stopped him. I would've just had him pull out before he came."

"Is that what you thought too when dad knocked you up? Look how well that turned out."

Madison blinked back the rush of emotions that hit her when David mentioned the night he was conceived.

"Oh, sweetie, is that what this is about?" she asked, pulling on a bathrobe and walking over to take a seat next to him. The drinks she'd consumed earlier were still coursing through her, causing the entire room to spin a little.

"You got stuck with me for the past 18 years, mom," David sighed. "I just didn't want something stupid to fuck up the next 18 years too."

"Baby," she said, trying her best to keep any drunken slurring out of her voice. "You did not fuck up the last 18 years of my life. You were an accident, yes, but you were the best thing that could have happened to me. Who would I have looking out for me tonight otherwise?"

"So you're not mad?"

"I'm pissed as hell! Do you know how long I've been looking forward to a good fucking?"

They both laughed, the anger and tension completely gone.

"But no, I can't be mad at you for what you did," Madison continued. "I'm so proud of you for being so responsible about safe sex. More responsible than me, that's for sure. I do think you could have handled it a little more delicately. I hope I can find poor Joe sometime this week and explain things to him."

"I'm sorry I wrecked your date, Mom."

"It's okay, baby, we still have each other."

Madison wrapped her arms around her son's neck, pulling herself close to him. Now that he was grown up, she could cuddle herself into him, instead of the other way around when he was a child. David's arms closed around her holding her tightly. Mother and son remained wrapped up together on the couch, both giving in to sleep not long after.

The warm glow of sunlight pouring into the stateroom woke David the next morning. As he slowly came to, he realized that the warm, soft "pillows" pressing against his bare chest were, in fact, his mother's naked breasts, which had at some point in the night become exposed when her bathrobe fell open. He was lying on his back on the couch and Madison was sprawled partially on top of him, her face nuzzled into his neck. He tried to wake her, but she was still sound asleep, snoring softly. He remembered how intoxicated she had seemed when she came into the room the previous evening, and decided that she probably needed a little more rest before disembarking for the day at their first stop, Haiti.

As delicately as possible, David slipped out from underneath his mother's sleeping form and scooped her up into his arms, carrying her the short distance from the couch to her bed before setting her down on her back. Her robe was completely open and she was entirely naked underneath, and as a result, David got a generous eyeful of his mother's unclothed body. Images from the previous evening flashed back into his mind, and things that he had been too angry to even notice, such as the sight of her pussy spread tightly around Joe's cock as he fucked Madison over the sink, suddenly leaped to the forefront of David's memories. He remembered the way his mother's full breasts dangled invitingly from her body and the way that they quivered with each thrust, as well as the way her buttocks jiggled each time Joe's hips slapped against her. Almost as if operating on a mind of its own, David's hand reached out and cupped one of his mother's breasts, feeling the soft, fleshy mound in his palm. He touched his way from one breast to the other, then down her smooth, soft belly and along her sides. He remembered the way her face had been contorted in pleasure as Joe fucked her, and for reasons he could not understand, found himself thinking in that moment that his mother was one of the most beautiful women he knew.

A soft moan from a still-sleeping Madison snapped David out of his trance, and he quickly pulled his hand away from her breast, scolding himself for taking advantage of a woman while she slept - and his mother, of all people! He quickly retreated into the bathroom, where a cold shower seemed to wash away both his disturbing thoughts and the raging morning hard-on that had accompanied them.

Madison could swear that the room was still spinning when she awoke. It took her a few moments to realize that she was sprawled on top of the sheets of the queen bed, completely naked save for the robe draped loosely over her shoulders, which had fallen completely open as she slept, leaving her unclothed body entirely exposed. Hearing the sound of the shower running in the bathroom, she groggily pulled the robe tight across the front of her body before rolling onto her side and fumbling for the bedside clock, which told her that it was already 10am.

"Mmmph, my head," she sighed, rubbing her temples, trying to eliminate the throbbing pain of her hangover.

As she swung her legs unsteadily over the side of the bed, bits and pieces of the previous evening started percolating through the hungover haze in her memory. She remembered being at dinner with David and meeting Joe and his niece, then going off to one of the ship's lounges with Joe after the meal. They'd gotten drunk, and then... did they have sex? She remembered stumbling through the corridors of the ship as they fondled each other, looking for a place.

"Oh, fuck," she groaned, when she finally recalled seeing David in the mirror as Joe took her from behind, and the flurry of activity that had followed. No wonder her body still felt so unfulfilled.

Madison had just poured herself a glass of water when the shower stopped, and her son emerged from the bathroom, a towel wrapped around his waist.

"Oh, hey mom, you're up," David said, as he squeezed between her and the bed to get to his end of the room.

Madison instinctively drew her robe even tighter, even as her eyes glanced down David's wet, exposed upper body.

"What... what are your plans for the day since we're docked?" she asked nervously, as his chest brushed lightly against her breasts, with only the fuzzy terry material of the robe separating their bodies. "I was thinking of doing a little shopping, then spending some time on the beach in the afternoon before the ship departs."

Realizing that Katherine was expecting him at noon, David flubbed for a plausible explanation for staying on the ship a little longer.

"I, uh, was thinking of making a quick trip to the gym and grabbing a bite to eat before heading out to the beach," he managed. "How about you go do your shopping, and then I'll meet you at the dock to go to the beach around 1ish?"

"You're sure you don't want to come to the marketplace with me?" Madison asked, slightly disappointed that David wanted to stay on the ship a few more hours. "We can get something to eat there."

"Yeah, I just want to get some stuff done here," he stammered, hoping it was convincing enough that his mother would drop the subject.

"Well, all right," she replied. "I'm going to get cleaned up and dressed, then. Meet you at 1 for the beach."

While Madison was in the shower, David made a quick escape from the room, just in case his mother decided to get dressed in the main section of the stateroom with him watching. He was troubled enough by the inappropriate thoughts he'd experienced earlier in the morning and didn't want to risk a repeat. He hadn't actually planned to go to the gym, so he killed time until noon lingering about various parts of the ship, which was much more vacant with most of the passengers on shore exploring. He returned to the stateroom shortly before noon, confirming that his mother had gone ashore before making his way to the promenade.

The promenade was also much less active, and he quickly spotted Katherine waiting for him underneath a shaded table outside one of the coffee shops.

"I wasn't sure if you were going to show," she said with a playful smile, greeting him by throwing her arms around his neck and placing a teasing kiss on his lips.

"I almost didn't make it," he replied, wrapping his arms around her slender waist and pulling her into his lap, as he sat down on a vacant chair. "I had to convince my mom that I really needed to stay on the ship just a little longer."

She laughed, running her fingers through his hair.

"Tell me about it, my girlfriends couldn't understand why I didn't want to go down to the beach with them first thing."

"You didn't tell them you had plans to hook up with a young stud you jerked off the other day on the topless deck?"

"Oh, is that what we're going to be doing?" she asked innocently, wiggling her butt against the rapidly growing bulge in his shorts.

"If you don't want to, I could take you on a proper date on the ship instead."

"Mmmmm," she hummed, licking her lips. "No... hooking up with a young stud sounds like exactly what I had in mind."

Katherine slid off of his lap, taking him by the hand.

"Show me to your room?" she asked.

The two of them walked back to David's stateroom, where he held the door open for her.

"It's small," he said apologetically, as Katherine peered out the window overlooking the promenade.

"Great view of the promenade, though," she said, turning back to him. "And it's got more than enough room for what we're going to do."

She walked over to the queen bed, beckoning for him to join her.

"Who gets this bed?" she asked, untying the sheer wrap that had been around her waist and letting it flutter to the floor.

"My mom sleeps here," David responded, his eyes fixated on Katherine's tight body, which was covered now only by a bikini. "I have the bed by the window."

"Well then," she said, edging her way onto the queen bed with her legs slightly parted, giving him a teasing view of her thighs and a bit of the crotch on her bikini bottom. "I think you should join me on your mother's bed and make me cum."

David was a bit nervous at the prospect of having sex on his mother's bed, as if doing so would magically make him visible to her even while she was off the ship. But then Katherine wriggled her bikini bottoms off and cast them aside, spreading her legs fully and parting her pussy lips with her fingers, enticing him with the glistening pink flesh.

Madison had explored a few of the shops in the marketplace when she felt a wave of tiredness sweep over her. It was only momentary, but she could tell that her body was rebelling against her previous night's unusually high intake of alcohol, combined with the disruption of her normal sleeping habits. Glancing at her watch, she decided to squeeze in a quick nap before meeting David to go to the beach.

The halls of the ship were almost eerily quiet as she walked back to their stateroom. The cleaning staff evidently hadn't yet reached their deck, so Madison was confused when she saw that the door of their room was not fully and properly latched when she reached it. Then she heard muffled sounds coming from inside, but she couldn't tell what they were. Pushing the door open just a crack, she peeked in, trying to figure out if someone was in her room that shouldn't have been.

Someone was certainly there, but it wasn't a thief or intruder, as she had expected. Through the crack in the door, she could just barely see her son kneeling on her bed, his upper body inclined forward. His head was out of her view, but she could clearly see slender, tanned thighs on either side of his face, dangling over his shoulders. The muffled noises she'd heard earlier became clearer, the sound of a woman moaning as David performed oral sex.

Madison's maternal instincts screamed at her to either intervene or back away, but something inside of her willed her to remain exactly where she was, peeping through the crack in the door. The young woman's moans continued to crescendo until they reached a climax, and Madison saw the girl's hands grab her son by the hair and press his face into her center as he sucked and tongued her to orgasm. Then Madison watched as her son pushed his own shorts down to reveal his throbbing, stiff erection, the tip glistening with pre-cum. David was still kneeling when the face of his companion came into Madison's view, level with her son's manhood. The young woman - part-Asian, by Madison's reckoning - took the bulbous tip of David's cock into her lips without hesitation, expertly sucking on it and gradually swallowing more and more of his sex until her nose pressed into the base of his cock and his testicles rubbed against her chin. Now completely mesmerized by the scene unfolding before her, Madison marveled at the girl's ability to devour her son's cock. Madison had always enjoyed performing oral sex, but had too much difficulty overcoming her own gag reflex to take a cock the size of David's with as little trouble as his companion appeared to be having. Madison watched as the young woman bobbed her head up and down the length of his shaft, which now was slick with a sheen of her saliva, and could feel her own juices seeping through the bikini bottoms she wore underneath a pair of white shorts.

David was in heaven as Katherine eagerly slurped up his cock. She hummed and purred seductively as she slathered every inch of him with her lips and tongue, and all he had to do (or could do) was lean back and enjoy her oral skills. Part of him hoped that she would never stop sucking him - and judging from how much she seemed to be enjoying the process, it was possible she might actually never stop - but the rest of him was eager for the prelude to end so that he could sink himself deep into the tight, wet pussy he had just eaten out.

"Oh fuck, baby," he groaned, as Katherine deep-throated him again, and he felt the head of his cock brush the back of her throat as she swallowed him down. "Let me get a condom... I want to fuck you so badly."

Her lips still wrapped around the base of his shaft, Katherine nodded in agreement and slowly, teasingly pulled her lips up the length of his cock one more time, her mouth sealed so tightly around his man-flesh that a loud "Pop!" resounded through the room when she finally let the tip slip from her grasp.

He hurried to the closet, where he had stowed his suitcase for the trip, and pulled a strip of condoms from one of the small side pockets, tearing off one plastic packet. In his rush, he didn't notice the crack in the door, or the woman peering in from outside.

Madison felt a surge of panic when David passed dangerously close to the stateroom door to retrieve a condom from his luggage, but the moment passed quickly when her son rushed back to the bed with condom in hand. To Madison's surprise - and from the look of things, David's as well - the young woman snatched the packet from his hand and tore it open, placing the rolled condom on the tip of his cock with a mischievous grin before dipping her head between his legs once more, deftly unrolling the condom down the length of his shaft using her lips.

"Holy fuck," Madison heard her son moan, as Katherine skillfully rolled the condom onto his dick.Without saying a word, Katherine pushed David back onto his haunches and wrapped her legs around his waist, balancing herself on one hand while grasping his cock in the other and guiding it toward her entrance. The room was silent save for the sound of the two lovers' gasping breath and the wet, squishing sound of David's penis sliding slowly into Katherine's tight folds as she lowered herself onto him, inch by inch. When he was finally buried to the hilt inside of her vagina and she had settled into his lap, both he and she let out a moan of pleasure. From her spot by the door, Madison had to suppress a moan of her own as she fantasized the feeling of her own pussy being filled. As she watched her son and his friend begin to move in unison, she let one hand wander between her own legs, though she resisted the urge to let it slip underneath her clothing for the time being. She rubbed herself through her shorts as she watched, unable to tear her eyes from the sight of her son's hard cock, dripping wet with pussy juices, disappearing into and re-emerging from his lover's pussy. Caught up in her lust and arousal, she wished that it were her pussy being filled over and over again, pushing aside her rational mind's objection that she was fantasizing about her own son. As David and Katherine began to moan louder and more frantically, Madison began to let out soft moans of her own, gambling that they would be masked by the sound of the two young lovers. She rocked her hips into her hand as she watched Katherine's body tense and shudder in another orgasmic release, but as her son excitedly announced his own impending climax, Madison could no longer fight her body's desire for an orgasm, and she quickly scrambled away from the door to the nearest public restroom she could find, locking herself in one of the stalls. Once there, she forced her shorts and bikini bottoms to her knees, her fingers delving into the slick, wet mess that was her pussy and clit. She wished she could have had her silver bullet toy to fill her, but even without it, it wasn't long before she was gasping and biting her lip, her knees buckling and trembling as a powerful orgasm tore through her body. Her cum trickled over her fingers and down her thighs as she braced herself against the walls of the stall for several moments, riding out the wave of pleasure.

"Oh my god," Madison panted to herself, running a hand through her hair to smooth it out, as she took stock of herself. How had she gone from an innocent week-long cruise with her beloved baby boy to standing in a restroom stall, her bikini bottoms around her knees, and her fingers dripping with cum from a knee-shaking orgasm that had been inspired by the thought of her own son's cock filling and stretching her neglected pussy?

Pulling her shorts back up to her hips, Madison was dismayed at how damp and sticky her bikini bottoms were with her juices. It unsettled her that a fantasy of being fucked by her own son had been the source of so much arousal. David would be disgusted if he knew, and he certainly would never trust her again if he knew she had spied on something as deeply intimate and personal as him having sex with his... girlfriend? Sex buddy? Madison didn't even know who the girl had been or what her connection was to David. Whoever she was, Madison knew she had to pretend to be completely ignorant of what her son was really doing on board the ship.

"Wow," David sighed, as his muscles finally unclenched and relaxed.

Katherine was still straddled across his lap, her pussy still quavering and contracting around his now-deflating cock. Her firm, perky breasts grated against his chest as they breathed heavily, recovering from their respective orgasms. She pressed her open mouth against his, kissing lazily as they gathered their strength.

"Mmmmm, I wish we could just lie here and sleep," she purred, as he ran his hands up and down her bare back.

"I know," he sighed, kissing her again. "But I have to meet my mom to go to the beach."

"Yeah, my friends are expecting me back too. Oh god, your mom... I bet you'll never be able to look at her the same way, knowing that she's sleeping in the bed where we fucked."

"Well, I was kind of hoping the service staff would change the sheets before she sleeps in it again."

"Even still... every time you look over and see her here, you're going to remember me riding you."

"Don't get me started again, Kat, we might never make it off the ship."

"Mmmm, tempting. But you're right, everyone will get suspicious. And if your mom comes back here looking for you..."

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

After cleaning herself up in the restroom, Madison disembarked the ship once more to meet her son for a trip to the beach, as planned. When she saw David approaching her on the boarding ramp, she could hardly look her son in the eye, but forced herself to do so to avoid arousing his suspicions.

"Hi honey," she greeted him with a kiss on the cheek, thankful that he hadn't attempted a hug. There was no telling how her oversensitized body might react to physical contact with him at that moment. "How was your workout?"

"It was good," he lied clumsily, though his session with Katherine had been somewhat of a workout. "You didn't buy anything from the shops?"

"Didn't see anything I liked," Madison shook her head. "I didn't get a chance to eat anything though, so why don't we grab something and head to the beach."