Watching Them Grow – Part 3
Copyright 2023 by Caliboy1991. All rights reserved. Used by permission.
Caliboy1991@protonmail.com
I accepted the bottle of wine from Cassie as she said, “You’re the best. Dan and I appreciate you watching Danny tonight.”
I could see Dan in their car, and by the way his head swayed, I assumed he was enjoying whatever was playing from the radio. I said, “You know it’s never a problem. Danny’s welcome any time.”
We both glanced behind me into the apartment’s small living room. The boys were tearing into the pizza box that had accompanied the bottle of wine.
“It’s just one little reason I love you so much, Sue. You know, if you want the pool and the house, load the boys up and take them back over to our place. It’s yours tonight if you want it. Danny said he and Tony had loads of fun the last time you stayed over.”
“Thanks,” I said, holding up the bottle of wine. “But after a couple of drinks, I’ll probably have to stay in.”
Cassie waved past me, “Danny, make sure you listen to Sue. And you boys have fun tonight.”
I closed the door and headed back to the couch, hoping the little heathens hadn’t eaten all the pizza, yet.
They’d saved me a couple of the larger pieces. After opening the bottle of wine and pouring myself a generous glass, I sat on the couch and I ate the pizza. The boys wrestled on the floor, ignoring whatever inane show they’d put on the TV. Danny was a good friend, and let Tony feel like he was holding his own, even though he outweighed my boy by a good thirty or forty pounds.
As they wrestled, they eventually took their shirts off. When an article of clothing came off, it would sail across the living room and land on top of the dining table. At one point, Danny was sitting on top of Tony, when my son unbuttoned the bigger boy’s shorts. By the time they shifted around and Tony was on top, Danny’s shorts had joined the other clothes. Tony’s shorts were elastic, and when Danny tried to pull on them, the underwear came off too. And as though he’d won a prize, Tony danced around in the middle of the living room, stark naked.
Danny climbed back to his feet, and said, “Come on, Ant, what about me?”
Tony giggled, a mischievous glint in his eyes, “Ask Mom to help. Weren’t you just telling me you thought she was hot?”
I gaped at my little boy, dumbfounded that he was cheeky enough to even make such a suggestion. Danny, though, had turned a bright red that ran across his cheeks, along his neck and even down to his chest.
I wagged a finger at Tony as he danced away from both Danny and me. “Payback’s a bitch, Ant. Just remember that.”
I might have been shocked my little boy had suggested it, but the idea appealed to me. After all, I’d removed the blanket, exposing their erections a couple of weeks before and had watched the two of them share a tender and sexy moment.
Danny stood in the middle of the floor, glaring at Tony. Had the bigger boy wanted, he could have crossed the small space and sat on Tony until he cried `uncle.’ Then he shifted his eyes over to me as his hands reflexively covered the front of his underwear.
I took Danny’s arm and pulled him over to my seat on the couch and said, “We’ll get Ant back, Kiddo.”
I couldn’t help wondering if this was some kind of setup that the boys had orchestrated, although at first glance it really didn’t look that way. Tony was still laughing with glee on the other side of the room, while Danny looked embarrassed as he nodded.
I’d seen Danny naked so many times, the idea of pulling his underwear off now shouldn’t be a big deal, but I could sense something in the boy that said this was more than just getting undressed.
I said, “You want my help?”
He nodded as he pushed his hips toward me, although his hands still covered his crotch. I smiled at him and pulled his hands away, pushing them to his side. I beamed up at his face after I saw he’d been hiding his erection. After that summer, I don’t think Danny’s erection could surprise me, anymore.
I pulled at his underwear until his dick popped free, less than a foot from my face. As close as he was, I could see that despite his balls hanging low in the scrotum, his skin over the shaft was still baby smooth. I stopped myself as I felt my hand start to reach out to feel him. Everything else had been acceptable as far as I was concerned. But touching him was something I knew I shouldn’t do. God alone knows what Cassie would think had I done so.
In a voice only I could hear, Danny said, “Thanks. You really are very pretty, Susan.”
Then he turned and ran after Tony, ready to start doing some of that payback. After a few minutes, they got tired of wrestling. I think it had served the purpose of a creative way to get undressed without having to take a bath. yet. After plugging it in, they fired up Danny’s console and played on that for a while. Later, Tony said, “Mom, can we stay up and watch the new Adam Sandler movie? It’s a riot.”
I groaned inside. No doubt another movie aimed at twelve – scratch that – eleven-year-olds. Still, better a movie than playing video games, I thought.
I nodded. “Yeah, that’s fine. Do you mind if your old, tired mom joins you? Or is this boys’ night?”
Tony leaned against Danny and gave him a hug around his chest. I’m not sure Danny expected that, because his face, which had returned to its normal suntanned color, went red again. Still, the bigger boy flashed a smile at me as he returned the hug. Tony tilted his head up and kissed Danny on the lips. I’d watched the boys kiss and make out a couple of weeks earlier in the living room of the other house. But that room had been dark and lit only by the light from the TV screen. A self-conscious boy could justify the kissing as a one-time thing or as something done under the cover of darkness. But Tony, in his own way, was telling Danny that he’d enjoyed what they’d done and that he wanted more.
The look Tony sent my way begged for acceptance. I wasn’t sure what I was being asked to accept. I’d already accepted that he and Danny were going to fool around. Was he feeling a sexual attraction to Danny? Was he wondering if he was gay because of the way the bigger boy made him feel? Was that why he needed my acceptance? He was my baby and no matter if he was simply experimenting or if he was working through an attraction, it didn’t matter to me. He would always have my acceptance. I got up and came over to them and grabbed them around the shoulders and gave them both a big hug.
Tony looked up at me, his eyes shining bright as he smiled. He said, “You sure you don’t mind?”
Don’t mind what? I thought. Was he asking me if I minded watching a stupid Adam Sandler movie? Well, yeah, actually I kinda did. But never enough to not sit through it with my lovely boy. Maybe that was his way of telling me that he and Danny were going to be doing more sex play. And if I minded it, I shouldn’t stay.
Still holding him, I leaned forward and gave him a kiss on the lips. My heart skipped a beat. For the first time, he kissed me back. It was short. Over almost as quickly as it started. I said, “No, Ant. I’d love to watch the movie with you boys. Why don’t you clean up the pizza box. I’m going to get changed.”
I closed the door to my bedroom as I wondered what I was opening myself up to. Tony had as much as told me that he and Danny were going to fool around. And the truth of the matter is that I wanted to watch. My little boy getting jacked off by Danny was a huge turn-on. And Danny was plenty fine in his own right.
I didn’t have a bikini that I could slip on, and I wasn’t about to join the boys au naturel. I settled on a loose white tank top. It’s one I use for work-outs. Tonight, though, I decided not to wear the sports bra I normally wear under it. As much as the boys had shared with me, it seemed fair to let them get a glance of a little side boob.
I pulled my shorts and panties off and looked in my underwear drawer. Working on my feet for long stretches, my underwear was mostly sensible. I told myself I should just go with a sensible pair of granny panties, of which I have plenty. But my fingers were thinking with a mind of their own and pulled out a low-cut pair of white panties. When I slipped them on, I looked at myself in the mirror. Thankfully my pubes, which I’d shaved before swimming at Cassie and Dan’s place, still felt smooth beneath my fingers.
When I headed back into the living room, the boys were just coming back in from the kitchen. Judging by their stiffies, they’d been doing more than just throwing the pizza box in the trash. My favorite spot on the couch was on the end next to the table lamp. It was a great place to keep a glass of wine and the remote control.

Our little couch isn’t like the one at Danny’s house. In fact, it was actually a loveseat that was around four feet wide. Tony came over and sat down beside me. I felt kind of naked as his eleven-year-old eyeballs checked me out. He leaned against me and whispered, “Danny’s right. You are hot.”
Passing in front of me and Tony, Danny faced toward us, swinging his four inches of boy-meat in front of our faces. I looked up at him and he grinned as he checked me out and said, “Wow, you’re really pretty.”
Giggling beside me, Tony said, “See, told ya.”
When Danny sat down, I turned on the movie and we settled in to watch another forgettable comedy. Fortunately, it didn’t take Tony long to put an arm around Danny and bring him in for a kiss. It was pretty hot, especially as he shifted enough in his seat that his butt rubbed against my hips.
As if Danny needed a reason to be turned on, that seemed to turn his motor on. Before long, he was jacking Tony off, which was enough to get Tony to wrap his fingers around the bigger boy’s raging boner.
I could only smile. I had a front row seat to a sexy show, one-million times better than Adam Sandler. Tony seemed to be taking his time. He’d jack Danny off for a moment, then lean over and kiss the other boy’s lips before coming back down to his chest. All the while, Danny just enjoyed manipulating Tony’s boyhood.
It didn’t take long for Tony to freeze up. He was so close to me I could feel his heart start racing as his breathing sped up. All the while Danny moved his fingers even faster, until Tony arched his back and groaned.
“Eeowwee!” he nearly shouted as his hips bucked against mine. His little rod pulsed and jerked even after Danny released it.
I felt so turned on as Tony spasmed by my side. I couldn’t resist myself and I wrapped my arm around him in a hug and kissed his cheek and his neck. Before I knew it, my other hand had touched his sensitive head.
Tony ground his hip against mine as his little boyhood jerked at my touch. He reached out and grabbed my hand. What had I done? my mind screamed. I expected him to push it away with some comment about how that’s a bad touch.
Instead, he moved my hand down to the base of his crotch, where my fingers slid around the base of his little shaft.
He grinned, as though drunk, “Sorry, it’s sensitive on top.”
Danny was staring at us. I don’t think he could believe that I’d broken that final taboo and touched Tony’s little erection. After a moment though, he recovered his normal expression and leaned in against my boy’s smaller body.
“Oh, shit, that’s so cool. Ant, what’s it feel like?”
My boy, always honest, “I like it, still tingles. I liked it even more when you made me cum.”
At that point, Tony pushed Danny back onto his seat and did something I hadn’t seen coming. He leaned over and kissed the bigger boy’s tummy and kept kissing lower until he took Danny’s mushroom shaped head into his mouth.
Danny and I both gasped. The bigger boy groaned, “Holy fuck, dude.”
Danny’s dick head reappeared as my son’s lips slipped off, “Is it okay?”
The bigger boy bobbed his head up and down, “Oh, yeah. Just wasn’t expecting that.”
I don’t know where Tony got the idea to give Danny a blowjob. Was it something he’d seen somewhere? Something someone else had told him about or just a natural curiosity? I didn’t know, but my eyes watched every lick and suck.
As Tony bobbed up and down on Danny, it didn’t take long for the bigger boy to start squirming in his seat. Before long, he tossed his head back as he gave a loud satisfied sigh.
My eyes were focused on my boy, who had clamped down on Danny’s dick as it spasmed and jerked in his mouth. I saw his throat move as he swallowed his friend’s cum. It didn’t take long for Danny to push Tony’s head away from his boner.
“Jeeze, Ant, it’s really sensitive.”
My little angel licked his lips and then reached up and kissed Danny. Before long, the movie was long forgotten as Tony had straddled his bigger friend. Danny’s dick, still hard as ever, lay pressed against Tony’s. Tony’s face was even with Danny’s. They made out for a good while. Eventually, Danny said, “Let’s try something.”
He stood up and said, “Let’s both suck each other at the same time.”
Tony sat up and said, “That sounds fun. How do we do that?”
A little sixty-nine action? I dared not jab my fingers into my wet pussy, but God, what Danny proposed sounded like fun.
I said, “You guys may need the whole couch.”
Danny said, “What if Ant lays with his butt against you and with his head in the middle cushion?”
I could see that working. So, too, could Tony. He moved so that he lay with his head on the middle cushion. His butt rested on my lap as his feet came close to hitting the lamp stand. While this was really arousing, I could see the risk of injury or breaking something.
I said, “Just a second, baby. Let me make one small adjustment.”
I turned and put my back against the arm rest and lay my right leg along the back of the couch, running it along Tony’s body. My left foot rested on the floor. Tony’s naked butt rested against my pubic bone and his legs slung over my shoulders as mine splayed wide.
Danny gave me the thumbs up sign. “God, that looks hot.”
He rested his bent knees against the far arm rest and then lowered himself carefully until I heard him yelp as Tony grabbed his friend’s dick with his mouth. Danny lowered his face until his mouth was just a couple of inches away from Tony’s dick.
He craned his neck up at me and smiled, “You’re the most awesome person I know, Susan. Well, next to Ant.”
With that, he slipped Tony’s little nail between his lips. As he sucked on my son, one of his hands, which had started out on my left leg slipped under Tony’s butt. I felt his finger brush against the fabric of my panties. I’d already decided that it wouldn’t be appropriate for me to touch Cassie’s boy. He belonged to her. But, was I doing anything wrong if he touched me?
I couldn’t decide as his finger pulled at the fabric, pulling it aside. I felt that boyish digit slip between the lips of my slit, even as I heard him slurping on Tony’s little rod. He fumbled his way around for a moment until I felt his finger slide into my pussy. I bit my lip in surprise. Here I had an eleven-year-old boy sucking my son’s cock while fingering my pussy. That was really ballsy of Danny.
After a few minutes, Danny’s hand gripped me as I felt him tense up. He couldn’t say much with Tony’s dick in his mouth, but his muffled groans filled the room as he shot another load of clear prepubescent semen into Tony’s eager mouth.
I’ll give Danny credit, though. After riding out his orgasm, he returned to sucking Tony and fingering me. It didn’t take long for Tony to go stiff as a board under Danny as he fired his empty rounds into his best friend’s mouth.
Danny was the first to move. He withdrew his finger from my slit. I bit back a regretful sigh. The boy had promise, but he left me a long way away from my own climax. He coyly grinned at me as he stood up. Looking down, I saw Tony’s face. I don’t know if I’ve ever seen him happier as he swiveled his eyes between Danny and me. I liked feeling his bare butt against me even as his little boyhood jabbed the air. I have to admit, I felt jealous of Danny.
My baby’s hand rested on my leg as he said, “That was so awesome, Danny.”
Danny grinned, “Dude, you really like my cum, don’t you?”
Tony giggled and nodded. He shifted his gaze to me, “Thanks, Mom. I can’t believe how cool you are about this. You’re the best. I love you so much.”
I couldn’t resist myself. My hand caressed his bare pubic bone and brushed over his stiffy. I said, “I love you, too. Ant. I’m glad that you and Danny are comfortable enough that you’re willing to share this with me.”
Danny leaned against my leg that stretched out on the floor and put an arm around me as he ran a hand over my hand that rested on Tony’s dick. He leaned his head against mine, “Comfortable? It’s so fucking cool, Susan. You holding Tony while I sucked him rocked.”
I felt his lips brush against my cheek and I turned and felt his lips press against mine. I returned the kiss as his arm rubbed against my shoulder. He pushed his tongue into my mouth. His tongue was hot as he slid it along mine. The arm that had been on my shoulder pulled back. Then he slipped it through the loose opening of the tank-top, running along my back and wrapping it around my right arm.
He broke the kiss, “Ant, I think I love your mom.”
My baby boy giggled, “Yeah. She’s the world’s best.”
Eventually, Tony needed to move. I moved his legs from my shoulder down to my waist and then pulled him up until he was sitting in my lap, his boyhood pressing against my tummy. I gave him another kiss before he slid off my lap.
He gasped as he looked at me. I’d forgotten that Danny had pushed my panties aside. My open slit was still exposed.
He said, “Holy shit!”
End of Part 3
