"It must feel nice," Miranda said softly, "being free like that. They looked like they were really enjoying themselves."

"I guess," Derek muttered, unsure of where she was going to steer the conversation.

"I wonder what they think of everyone staring at them. Do you think they like all the attention?" Miranda asked, trying to pry some information from him.

"Y-yea probably. Why else would they do it?" Derek responded. He was a bit standoffish, embarrassed about having a conversation with his mother while being rock hard.

"I guess you're right. It's probably nice, but maybe a little weird right?" Miranda replied inquisitively.

Miranda's mood had shifted and Derek noticed. Her fun-loving attitude had taken a more serious tone. Derek wasn't sure what was going on with her but played along.

"Maybe a little. A bunch of old fat guys looking at you, seeing everything," Derek answered.

"It's still nice to get attention though, even if it's just from, 'Old fat guys,' " Miranda retorted, "and I'm sure they appreciate having a cute guy around to take a look too."

Miranda pushed Derek with her elbow teasingly. The contact sent static through his body and surged into his cock, re-hardening the softening he'd desperately been trying to accomplish.

"Hah..." Derek chuckled nervously. She kept pushing the topic and Derek was getting a bit uncomfortable. He was trying to clear his head of his perversions, but his mother wouldn't let him forget.

Miranda took a deep breath and chose her words carefully. She didn't want to freak her son out, she wanted to bring it up casually to gauge his reaction.

"I'm kind of jealous," she blurted out, "these two young hotties walking around naked, stealing all the guy's hearts. An older woman like me can't keep up."

Derek's ears perked up. His mom sounded vulnerable, not something he was used to. Though he was uncomfortable he knew he had to comfort her.

"Uh, did you see all the guys staring at you when we walked out here. You're way off, mom," he responded with sincerity.

His words were sweet to her. She tried to hide her smile as she continued her pity show.

"Yea, but that was before those two showed up. Now the bar has been raised. I can't compete with those bodies," she scoffed half-jokingly.

Derek felt real sympathy for his mother, she was playing him perfectly.

"That's only cause they were naked," Derek retorted, "if you walked around naked I'm sure- uhhh.."

Derek lost his train of thought when the thought of his nude mother flashed through his head. His mouth was moving faster than his mind.

"I'm sure... guys would be..." he tried to think of the least weird way to say it. "Guys would be lining up... to look at you," he stumbled through his words and immediately looked away from her, mad at himself for how stupid and weird he sounded.

Miranda was excited. Not just about the compliment, but that the topic of her going nude was finally on the table, and she wasn't going to let it go away. 

"Hah, thanks hun," she giggled, smirking at him, "but I'm not sure about that. I am curious though..." She lifted her hand to hold her chin as if she was contemplating it, while in reality, she had already made her mind up. She just needed to make sure he was okay with it.

Derek's heart rate increased as she spoke. Was she actually thinking about taking her bikini off, right next to him? He couldn't admit to himself that he wanted her to, even though just a few minutes ago he was eyeing her body like Thanksgiving dinner. He wasn't sure if he should encourage her; would that be weird? He glanced over at her feet, playing with the sand between her toes. He didn't dare look any further, scared of the thoughts that were plaguing his mind. He stayed silent.

Miranda waited for him to say anything. She looked at him and traced his eye line down to her feet. Was he looking at her again? Maybe it was more than just teenage horniness that made him check her out earlier, as he was once again eyeing her body. In her mind, she knew that this wasn't okay, that she should turn back before she crossed some line. But it was just harmless fun right? Her son wasn't interested in her, just in the erotic setting laid out for him. Either way, the way he was looking at her told her all she needed to know. Whether it was right or wrong, he wouldn't mind if she did it. And that's all that mattered to her now.

"I think I want to try it," she finally said, breaking the silence.

Derek's heart skipped a beat when he heard those magic words. Did she mean what he thought she meant? He didn't want to make a fool of himself by assuming so he played dumb.

"Try what?" he sputtered out.

Miranda frowned at him. "You know; being free, letting loose. Seeing if ‘I've still got it'”, she explained with finger quotes. She was back to her bubbly self, free from the pressure of uncertainty.

Derek was right, and it sent shivers through his body. He didn't know how to respond. He didn't want to dissuade her, but still wanted to act like a normal son would when faced with the prospect of seeing his mother naked.

"Ummm..." was all he managed to get out.

Miranda could see the uncertainty in her boy, it was cute. She took the initiative since he was lost for words.

"Would it be weird? If I... took this off? she asked in a quiet voice, pulling on the strap of her top. She was done dancing around it, it was time to get down to business.

Derek looked over to see her looking up at him, tugging on the strap above her right breast, it was an erotic sight. His face was bright red once more, and it clearly was not from the sun. He tried to play it cool but stumbled over his words.

"Um, y-yea... Uhh no... I uhh... I guess not," he managed to spit out.

Miranda smiled and played into his attempt at casualness.

"Yea, I mean, it's just a body right? In fact," she continued while looking around, "it's kind of weird that we're the only ones actually wearing bathing suits right?"

"Uh yeah totally, heh," Derek chuckled nervously.

A sudden sound caught his attention. He heard a zipping noise coming from behind them. He turned his head back and saw that the tent door was curled down halfway, leaving the mesh screen along the top edge. Derek was finally aware of the presence behind them. It was dark inside, the contrasting sunlight disallowed him viewership through the window.

"Can you help me?" Miranda asked, pulling Derek's attention back to her. Derek turned and was met with his mother's back facing him. She swirled her hair over her shoulder to expose the loose bows hanging from her neck and back. He couldn't believe this was really happening.

Miranda burned with excitement. She was finally going to be able to enjoy the thrill of trying something new with her body after all these years. Her body started reacting to her elevated state and generating moisture in her loins.

"What are you waiting for?" she called out to him, looking over her shoulder.

Derek was startled by her glare and quickly broke eye contact.

"Oh, yea... okay," he mumbled out while reaching his hand up. He was dripping with sweat as he grabbed onto one of the loose strands at her neck. He held his breath and yanked the cord towards him, slipping it through the knot and releasing the two straps to fall against her back. The bikini top floated loosely over her breasts. Miranda waited patiently for her son to pull the remaining strings and set her free.

Derek wiped the sweat off his brow and gulped. He was excited and terrified at the same time, breathing deeply against Miranda's back. What if he liked what he saw, what did that mean? That would be so wrong right? He tried thinking of it being natural, he tried thinking that it wasn't weird, that it was just a body, but he couldn't. 

He was about to see his mom's tits. His mom's. That was all that he could think about. His hand trembled as he reached up to the remaining knot, sweat dripping from his fingertips. He was mere moments away from the chance of a lifetime. His heart raced as he grasped the lace. All outside noise was silenced and time froze still as he pulled the strap through the secured loop and felt the knot pop open. The strands cascaded down her back, twirling and spinning before coming to rest.

Friction was the only thing keeping Miranda covered now. When she felt the pressure release on her chest she turned back to face front, leaning back on her elbows. She glanced over at Derek and said, "Thanks hun," softly before twirling her hair around to her back, reaching her hand up to grasp the middle band between the cups, and casually pulling it aside. 

Her small breasts rippled slightly as they came to rest on her chest. Miranda felt amazing, like she was on fire. Her body burned with excitement as she exposed herself for the world, and her son, to see.

Derek's eyes caught fire as he gazed at the spectacle before him. His mother's small, firm breasts laid out for all to see. They were pale, even paler than the rest of her skin; a noticeable tan line outlined where her modesty ended. Her areolas were small and bright pink, topped with the long hardened spouts that once sustained his life. Derek nearly drooled at the site. He knew he had been staring for far too long, that he should look away. He begged himself to avert his gaze but he couldn't. He wanted to burn this image into his brain and never forget it.

Miranda, of course, saw him gawking over her. She sat looking forward wondering how long he would stare before catching himself and looking away. She was enjoying the attention. Perhaps too much, as it was coming from her own son. After a few moments had passed and he was still going strong, she figured he needed a little push. Embarrassing him would surely dissuade his glare. She turned her head to him as she began to speak, but what came into her line of sight nearly made her choke.

"Enjoying the v-i-uh-iew?..." she sputtered out, her face turning red.

Derek's face matched hers as he mumbled, "S-sorry," and spun his body back to face the water.

Derek was embarrassed. But if Miranda hadn't been wearing sunglasses, he would have felt a lot worse. When he had turned to face her he let his right knee fall to the towel, unconcerned with hiding his erection now that Miranda had her back to him. When Miranda turned back to face frontwards, Derek was too fixated on the removal of her top to think of anything else, including hiding his manhood. When Miranda turned to face him, she was greeted with a thick pole propping up a tent in her son's shorts. She stuttered over her words as her eyes refused to avert from Derek's crotch. He couldn't see where her eyes were facing and didn't seem to notice he was exposed to her from how he reacted.

He turned away almost instantly but Miranda couldn't forget that bulge. Was that all from her, or was it residual hardness from the hotties that passed by earlier? Either way, she couldn't get her mind off it. While she should have been thinking about her own exhibitionism, her mind circled around her son's boner as she sat back on her elbows again.

Derek became aware of how erect he was and once again pulled his knees in close to hide. He couldn't believe how perfect his mother's breasts were. Not large like the girls that walked by earlier, but perfectly fit to her thin frame. He had no clue how he would be able to move without showing off his bulge. He was ready to sit in this position for the rest of the day to save his dignity.

Miranda tried her damnedest to shake the forbidden thoughts out but found no luck. Without warning, she stood up and stepped off her towel. She swirled around to face Derek, her breasts jiggling to rest.

"I think I'm gonna go for a walk," she said, avoiding eye contact.

"Oh, okay," Derek replied looking up at her. He took the opportunity to stare at her bare breasts once more, hidden by his sunglasses.

"Gotta see if I still got it right? See if I can make heads turn like those girls?" She said in a jittery nervous tone while swaying her hips slightly back and forth.

As she avoided looking at Derek movement caught her eye in the tent behind him. She had forgotten about the occupancy, and now eyed a dark figure facing her through the window. She was short for breath, this was the first person who'd seen her topless in a very long time, not counting her son. She stood still, unsure of what to do next. She felt like she was being examined by the shadowy figure, and didn't know how to react. It floored her. This was exactly what she wanted.

Derek didn't want her to go. He wanted her to stay in this spot till the end of time. And he couldn't go with her, not with the bulge in his trousers.

"Y-you sure?" Derek asked meekly, "Everyone's gonna be looking at you."

"That's kinda the point, hun," Miranda giggled.

She strutted around the towels towards the back, Derek's eyes following her along. He twisted his body to keep her in view as she stood facing the tent behind them. She took a few steps closer and started to make out the stranger.

It was a man, she could tell from the faint facial features, with a shaved head and clean face. He appeared to be topless as well, and reasonably fit from the look of his shoulders. His eyes were locked onto her from his cave, clearly ogling her. She contemplated approaching him but chickened out. She was just getting started, there was no need to rush.

Meanwhile, Derek was fixated on her backside. There was something very appealing about her bare back and minor sideboob as she held her hands to her hip. As he drank in the sight of her firm butt, something caught his eye around the corner of her hip. Along the door of the tent there was a fluttering of the material. It was as if there was a fan blowing against it, the polyester waving up and down. Derek thought it weird, there was no wind blowing, and it was only that one spot on the tent, right below the window.

"Okay!" Miranda exclaimed as she spun around again, "I'm going for a walk."

She adjusted her bottoms before walking out in front of the towels again.

"You want to come with me?" she asked with raised eyebrows.

Derek wanted to, he didn't want to miss any second of her exhibition, but he couldn't think of a more embarrassing situation than walking around a nude beach with a boner next to his topless mom.

"I'm okay. I'm just gonna relax," he answered softly.

Miranda frowned subtlety, but quickly perked back up, slightly disappointed in his response. 

"Okay, lazy, I won't be long!" she called as she turned and began walking off, waving her hand.

Derek allowed his legs to fall and sighed as he watched her stumble through the sand, her ass jiggling with every misstep. He was falling for her, he couldn't help himself.

From behind him, he heard a zipper. He ignored it and continued watching his mother until he heard a loud grunt. He turned his head back to look at the tent and saw the door fluttering at an even faster rate than before. He looked up and saw the mesh from the window dropped down and a man's eyes peering through. His eyes were strained and his face was flushed.

As Derek's brain attempted to comprehend what was happening, the man flinched and let out a muffled groan for a moment, before leaning down and gasping for air. The fluttering of the tent wall ceased and the man pulled himself back up, reaching out to zip the mesh back closed. As he was closing it his eyes caught Derek's looking at him and he froze for a moment. The man quickly pulled his head back and zipped up the mesh, disappearing back into the shadows.

Derek turned back to face front. He sat there slack-jawed, thinking about what he had just witnessed. He had a clue of what had just occurred, but couldn't wrap his head around it. He just sat there, staring off into the water as his erection quickly subsided. As he convinced himself of what he had seen, the only phrase that felt applicable to the situation pushed through his lips,

"What the fuck?"