Chapter 05.3

"Hey guys I want you to meet my Mom, Mom this is Jason and Frank...ahhh...you know Jason, he's Jeannine's son."

My friend Jeannine? Oh my god I haven't seen Jason for so long, he's grown up so much!

"Hi guys, nice to meet you and nice to see you again Jason. How is your Mom doing?" I extended my hand to each one of them in turn.

"Hi Mrs..."

"Please, just call me Kate," I interrupted Jason right away.

I wanted them to feel comfortable around me and the only way I knew how was to be on the first name basis. They both looked at me a little unsure but shook my hand none the less.

"She's just fine, busy with her work and all."

Jeannine has gotten herself into the modeling business. She wasn't a model although she could have been, she was petite enough and very pretty. She worked in the editing section. I had coffee with her on continues basis and we were pretty good friends.

"Nice to meet you too Kate," Frank said.

"Hey my Mom's really into photography too, she just wanted to see how our photo shoot goes," Tommy chimed in.

"Cool Kate, do you pose too?" Jason asked.

"No, no...I just like to look at some of Tommy's work from time to time, seems like a nice hobby..."

I think my face turned a shade red when I said it because I realized what work I was looking at and what my son was doing to me when I looked at it.

"Well...if you don't mind me saying it...you could easily pose, you have a body of a model," Jason finished and his face turned a bit red.

I guess he felt a little ashamed talking to his friend's mom that way. I smiled understanding that it was a compliment coming from him.

I took a good look at both of them. I liked Jason right away, he was polite but upfront, confident but green in his young years. His blond hair and blue yes gave him a look of a skater boy that hung out at beaches without a care in the world. I noticed that his blue eyes would from time to time look at me, running up and down my body. He did it discretely, not wanting me to see it, but I couldn't avoid noticing his looks.

Frank was almost an opposite of Jason, dark hair and darker complexion gave him a sharper look, somewhat arrogant. He was taller than Tommy or Jason and heavier in the chest and arms area, his thick muscles bulging out under the tea shirt. His brown eyes were steady and strong, almost commanding. For some reason my body tingled whenever he looked at me and I found myself unconsciously stiffening up.

"You know, Tim is about half an hour late, if you ask me he screwed it up with the model," Frank said in a deep voice.

Both, Tommy and Jason looked at him with a frown.

"Just give him a little bit more time, he'll be here," Tommy said.

They started tinkering with their cameras, getting things ready for the big moment. Since I had nothing to do, I sat down on one of the beams sticking out from under the railroad cars and watched them. Again I saw Jason stealing peeks at me when he thought I wasn't looking. From time to time Frank would look at me and I found myself looking away afraid of what I would find in his gaze.

Finally after about ten more minutes we heard a car driving up. Tim jumped out of the car striding confidently up to the rest of the boys.

"Well, no model, she decided to back out at the last minute."

"What did you say to her Tim?!" Frank was quick to blame.

To my surprise Tim looked him square in the eyes without backing down. Tim was relatively shorter than Frank and smaller in stature but somehow emanating self confidence and strength.

"Just told her what we had in mind...that's all."

"Jesus Tim, I told you not to say anything until the last moment!" Frank yelled.

Tim stood there without flinching, staring Frank straight in the eyes.

"Well she asked and when she asked, I wasn't going to lie Frank." He said in stern tone.

Both of the boys were tense and for a moment I thought that they might come to physical contact. Tommy and Jason were just looking not willing to get into the middle of the argument. I needed to diffuse this whole situation before it got out of hand.

"Ah...hey guys, can I help in any way?"

Both boys looked at me as if seeing me for the first time. Their look of anger slowly transformed into a look of curiosity. The closer I walked up to both of them, the less tense the whole situation became. When I finally stood between them, their looks were that of admiration rather than anger.

"I'm sorry, I don't think we've met yet..." Tim extended his hand politely.

"It's Tommy's Mom, Tim," Frank said with some disappointment in his voice.

Tim's eyes widened. I almost felt like telling Frank to shut up but his big form and stern gaze made me a little afraid of him. I definitely didn't like the way he said that.

"Tommy's Mom! Mrs..."

"Just call me Kate, please," I said giving him a smile.

"I might not have all the facts but seems like you boys are trying to open up a web site of some sort and you had a model that backed out on you. So what's the big deal? You just get someone else to take her place, that's all," I gave Frank a disapproving look.

"Mom, you don't know how long it took us to get her to commit, she was perfect for it, we had everything set up..." My son went on with passion.

"Wait...wait a minute..." Jason chimed in.

"Well what about you Kate, I already told you that you look like a model, stand in for us."

Suddenly all the boys were looking at me in a different light, their eyes running up and down my body. I was shocked. I definitely didn't expect that!

"Me? I...no way...I just wouldn't know what to do...no I will not!"

Why was the air so hot all of a sudden? My skin was almost perspiring as I stood there surrounded by them.

"Tommy, you don't mind if your Mom poses do you?" Jason asked exited.

"No, not at all, I think she would do great!" Tommy looked at me questioningly.

I was shaking my head. I couldn't believe how this was turning out. This was definitely not what I wanted to achieve when I interrupted their argument...

"Come on Kate, what will it be...will you pose for us?" Frank asked.

They were all looking at me, expecting my answer. I looked from one excited face to the other, seeing nothing but admiration and excitement, they really wanted this. Even Frank, who I didn't think liked me too much, looked at me with hope in his eyes.

I looked at Tommy and saw his lips move in a silent "please".

"OK, but if I do this, I will decide what pictures you boys will use on your site." I said firmly.

"Ok, no problem!"

"Of course you will."

"Yes, perfect!"

All of them crowded around me smiling and nodding their approval, I was surrounded by young, handsome men wanting to take my pictures... I wasn't sure about this whole thing yet so I went back to the car for a brief moment, pretending to put some more make up on. As I hoped, Tommy came up behind me to talk.

"Mom, thanks for doing this."

"Tommy, I'm a little unsure about this, what kind of pictures do you boys want to take?"

I set in our car, touching up my make up when I felt his hand on my thigh. My heart quickened. Was that his answer?

"Mom, whatever you think, I'm going to leave that totally up to you," He said as his hand moved up and under my skirt.

"Son, I can't show too much...this is going to be on the internet! Besides, these are your friends."

His hand quickly reached my panties and his finger ran the length of my opening. My body reacted instinctively by opening my legs more which made my tiny skirt snap above my hips like a rubber band.

"Tommy please..."

I looked out the window to make sure no one saw what was happening. I saw that his friends were looking in our direction from time to time but they couldn't see what my son was doing. I kept putting on my make up just to be sure they didn't suspect anything.

"Mom, I just want you to know that I trust my friends..."

His fingers moved under my panties and were now stroking my engorged clit and rubbing my hole.

"Jesus son, I can't do this...please..."

Unfortunately my body was reacting to his touches and soon his fingers were wet with my juices.

"Uhmmm...look how wet you are down there Mom..."

He took those fingers out and held them in front of me, dripping mucusy, clear fluid. I smelled myself right away, a smell that always had an erotic affect on me. My mouth went dry and my heart was pounding as I leaned over and took those fingers into my mouth sucking hard. Hmmm...how good that tasted...

"Ok, I think you're ready, you'll do just fine..."

With that he walked away. I sat there for a moment longer thinking about what I was about to do. I could show a little skin, but I had to keep this in check. This wasn't just a Tommy encounter, these were boys that I didn't know and these pictures were going to be posted on the internet.

I walked up to where apparently they were going to take my pictures. It was near one of the railroad cars, with sun shining from the right angle.

"Ok, what do I do?"

They all started talking at once. Every one of them had some idea of how to do it, so they talked over one another. Finally Tim spoke up and they all listened.

"The only way that this is going to work is if we all pick a single pose, than we take the pictures from different angles...so Kate, please stand right there and just relax, put your hand on your hip and pose...yes, just like that."

I did what he asked and suddenly they were all clicking their cameras at me, taking my pictures. I felt OK with it since my skirt was neatly pulled down as far as it would go and my breasts were half way covered. I put on the best smile I could muster and posed.

Click, click, click...

"Kate, now turn around and look back at us," Tim was directing my poses.

I did what he said keeping my hands at my sides.

"Ok, now put your hands on your hips and arch your back...yeah, like that and let your hair fall down your back."

As soon as I did, I felt my breasts straining the confines of my bra and blouse. I wanted to look at them to make sure I didn't show something I shouldn't but as soon as I tried all the boys yelled to keep looking back. I held that pose as they were all taking the pictures.

I noticed Frank making his way around me to get a shot of my breasts! God, he was so forward, ready to take that accidental shot of his friends Mom's breasts without any decency. Oh god I should have straightened out but I didn't, if anything, I arched my back more. So he wants to see some of my breasts? Click, click, click...

"Kate you're doing great, perfect, just what we wanted," Tim said.

All I could think of was Frank standing in front of me taking the pictures of me with my breasts half exposed. I hoped that my nipples were still covered. The shivers of excitement were starting to wake my sexual drive.

"Ok, how about you striking a provocative pose for us...something sexy," Tim said.

"I think she's doing good just like that," Frank said.

I looked at him straightening up and saw his eyes on my breasts. Looking down I could see my aureoles showing from under the edges of my bra and my nipples barely covered by the see-through fabric. I quickly pulled my bra up leaving my blouse slightly below the edge of the bra and gave Frank a cold look.

"A provocative pose? What provocative pose would that be?" I asked looking questioningly at Tim.

He paused for a second giving Tommy a quick glance. I could tell that the fact that I was Tommy's Mom stopped him from saying what he really wanted to say.

"Just a sexy pose would be nice Kate," He said finally.

Hmmm...they wanted a sexy pose... I spread my legs about two feet apart slightly bending my knees and grabbing my hair lifted them up above my head. That should get them going.

I heard nothing but gasps and the clicking of cameras. I felt cool air on my upper thighs and suspected that I was showing the edges of my panties to them. My breath was starting to come in gasps and my heart was racing.

I saw Tommy's looks...wide eyes, breath in gasps, clearly enjoying the moment. All the boys were looking at me the same way...with desire. Again I felt powerful using my body to control men; they were like puppets ready to do anything for a peek at me.

I spread my legs a little more knowing that I was probably showing them my panties. They circled around me clicking with their cameras getting all possible angles of my body. I let them, for now; after all I was still covered.

"Ok guys, this is hard work and I have to use the bathroom, how about a break," I said not wanting this to get out of hand.

I could tell they were disappointed; they didn't want me to stop. I put my hands down and grabbing my skirt pulled it down. From the position my skirt was, I was definitely showing my panties.

"So where is the bathroom?" I asked.

"Mom, there is no bathroom around here. You'll have to go between railroad cars."

I looked at Tommy and the rest of them.

"Ok, I'll be back in a minute," I said turning around.

As I walked away I looked at Frank who was standing behind me. His eyes were on me, penetrating, roaming over my body. There was something in his look, he was looking at me as if I was just a piece of meat. Seemed like what I thought or said no longer mattered to him.

His stare scared me a bit and I walked away stiff legged swaying my hips. When I rounded the corner I leaned against the car and let out a deep breath trying to calm myself down.

"You know somebody aught to go back there with your Mom Tommy and make sure no one will disturb her."

It was Frank's voice. I stiffened up again knowing how he looked at me.

"Yeah maybe you're right. Let me change my memory card and I'll go," Tommy answered.

"Hey, you just take care of your camera and I'll make sure your Mom's OK."

Oh god, not him...I didn't trust him at all. I quickly walked away rounding another corner. I just kept walking, turning at every corner I could. Finally I ended up in a secluded area, surrounded by cars, a dead end. I walked up to the far end and listened.

After a few seconds I heard footsteps. My heart jumped into my throat! How could he find me so fast? I didn't want to confront him so I turned away from his direction. I waited.

The footsteps stopped and I knew he was there, at the corner watching me, gazing at my ass with this animal stare of his. I held my breath for a few seconds...god I had to do something!

I lowered my head and slowly lifted my skirt above my hips. I heard a gasp, it was loud, and anyone would hear it standing so close. I didn't react. I knew that by doing this I acknowledged the fact that he was there. I just couldn't bring myself to face him.

I waited a few seconds hoping he would go away and heard a click of the camera...my god, he was taking pictures of me. The thought slowly registered in my brain and my body automatically reacted! My pussy got really wet.

I should have turned around and asked him to go away but I didn't, something kept me there trembling. Ok Kate, pull your skirt down, I said to myself. Instead I grabbed the sides of my panties and slowly inched them down my hips as if I was getting ready to pee! I didn't know why I was doing that, something about him...the fact that he was there watching...taking pictures.

When my panties were half way down my ass I bent over, my legs stiff. I slid my panties down to my ankles and stepped out of them. Oh god, I didn't know what was happening to me. I heard the clicking of the camera, closer, much closer to me now. I stayed in the same position and spread my legs, supporting myself with one hand on the ground below.

I knew my pussy was exposed, my ass...everything! I felt the wetness between my legs dripping on the insides of my thighs. My whole body was hot and tingling.

I heard the camera stop and I heard him fumbling with his pants! Oh god, I couldn't let him fuck me! Not my son's friend...not here...not now. My panties were in front of me, for some reason I grabbed them and brought them up to my face inhaling hard. Uhhh...that smell...that taste...

I felt his cock pressing against the opening of my pussy...oh god finally! No that was wrong! I can't!!!

"Aaahhh..."

My pussy was so wet his cock slid inside of me with one thrust. Uhhh that felt good! He was big, I could tell. His cock spreading the inner walls of my vegina giving me pleasure. I moaned and hung on as he fucked me from behind faster and faster.

He was moaning too, thrusting with all his animalistic pleasure. I only pushed back, wanting more of his cock to go inside of me.

"Ahhh...oh fuck...ohhh..."

I was quickly approaching my climax, hanging on as my son's friend fucked me. Finally it happened, the tingling...the pleasure... the wonderful, tense feeling came onto me and I moaned, Cumming on his cock. He drove it into me like an animal, pounding my climax out of me as I hung on, limp, moaning like a slut!

When I was done and able to come down a bit, he took his cock out, I felt relief because my pussy was raw from the pounding. I felt his hands on my arm and was suddenly spun around to face him.

His sweaty face was right in front of me as he forced me to my knees. It didn't take him long to stick his wet cock into my mouth. I resisted only a moment and as soon as I tasted myself on his cock I started sucking hard...trying to get all my wetness off of it. I was sucking taking him deep, remembering how my son liked it.

"Oh yeah...oh fuck yeah...are you a slut! Suck that big cock! I knew you wanted it from the moment I saw you! Take it all cunt!"

Oh god those words were driving me insane! I sucked him with all my might, taking him deep. From time to time I would take it out of my mouth and licking the shaft, I would lick his balls while stroking him.

I heard the clicking of the camera and looking up I saw that he was taking pictures of me. Oh god, I didn't care! I wanted more of his meat! I wanted him to shoot his cum down my throat so I could finally taste it!

"Yeah, cunt...pose for me...just like that...take that dick in your mouth."

"Uhhhmmm...oh yeah..." Was my only reply.

Finally I felt his cock stiffen up and expand even more ready to cum. I took him deep holding on and stroked the shaft. He was taking pictures the whole time as he unloaded into my mouth.

"Oh yeah...oh fuck yeah...ahhh...drink that cum bitch...drink it."

I drank it, I drank all of it as he came into my mouth. The milky cum running down my throat made me moan in pleasure, again...and again...and again!

Finally he was done and pulled out of my mouth. He pulled his pants up and I stood up on wobbly legs.

"Well Kate, you're a great fuck, maybe we can do this again sometime...and...a don't worry...I won't tell Tommy anything," He gave me this arrogant smirk and walked away.

I hated him, I hated him for what he was able to do to me. I hated myself for letting him do this to me. I stood there for a moment thinking of what just happened. I knew he probably wouldn't say anything and even if he did, I don't think anyone would believe him. There were the pictures he took...but oh well; I couldn't do anything about it. I would have to talk to him later and somehow get those pictures erased.

I put my panties back on and walked back. When I got back everyone stood there impatient, already waiting.

"Mom, finally. What took you so long?" Tommy was first to ask.

"I lost my way, this place is like a labyrinth. I'm sorry guys, you didn't wait too long?"

"Ok, never mind, we're ready for you Kate. Now stand right by that cart and strike a pose for us."

The cameras were already clicking. These boys did not want to wait any longer. I looked at Frank and noticed that he was waiting, smiling slightly at me. I turned away from him and posed for the rest. The more pictures they took, the more comfortable I became.

Soon I was back into my old self showing my long legs and raising my skirt a bit, teasing them and the cameras. This went on for some time. They had me spread my legs apart slightly, even bend over a bit, everything in good taste, just teasing.

Tommy didn't try to take up skirt pictures of me, but the rest of the boys were almost at the ground level with their cameras. I stayed in my clothes without pulling up my skirt and let them take the pictures.

After about twenty more minutes they were done.

"Ok, that about wraps it up," Tim said like a professional photographer.

"Great shots Kate. I can't wait to see them on the computer, you were hot and the camera loves you, you're like a natural. Are you sure you never did any modeling before?" Jason asked already reviewing some of the pictures on the camera.

"No Jason, I never modeled before. This was kind of fun though, I'm not sure how good those pictures will be but I had fun posing," I answered him with a smile.

I really like Tim and Jason. They were polite, respectful and I felt really comfortable with them. Unlike Frank, who was arrogant and scary and of course who managed to fuck me today. That one fact made me look away from him as if he wasn't even there. Thankfully he didn't want to pursue any conversation with me.

Tommy walked up to me and squeezing my hand whispered "thanks Mom" in my ear. I smiled giving him a squeeze back. While everyone was packing their equipment I ended up alone near Frank for a moment. I walked up to him a little unsure.

"Frank, the pictures that you took...you shouldn't have...could you please erase them..."

He smiled knowingly looking at me, roving his eyes over my body while I involuntarily tensed up again.

"Hmmm, those were the best pictures of them all, how can I erase them?"

"Frank please...I...I let you do something that was wrong...very, very wrong..."

"Wrong? It looked like you were enjoying yourself quite a bit."

"I just...lost control...please understand," I begged.

"Well, I'm not going to erase them for you. You'll have to do something for me first."

"God, haven't I done enough?" I looked at him shocked that he would ask for more.

"Not yet! I don't think now is the time to talk about it. I'll call you when I figure everything out," He whispered the last few word as Tommy approached us.

I looked at him with hate in my eyes. That bastard! How could I be so stupid and let him fuck me! And I let him take those pictures!

"Mom, are you ready?"

I turned around and walked past Tommy towards the car. I was pissed and scared. Scared of what he was going to make me do to get those pictures erased.

Tommy tried to talk to me during our ride home but I just couldn't tell him anything. I wanted to, I needed his help but I was afraid of what he would think of me when he found out that I fucked his friend.
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