Chapter 2 2

She took his jeans and then, kneeling, leaned over the seat back to put both their clothes away. As she did this, the bright lights from the rest area parking lot enabled Ron a clear view of Pam's body. The shorts she was now wearing were quite short and tight. As she leaned further and further into the back of the station wagon, now looking for a pillow, just a hint of each firm, tanned ass cheek peeked from beneath the white nylon shorts. Ron couldn't tear his eyes away.

He was helpless to admire the way her firm, shapely thighs curved inward ever so slightly at the juncture of her cheeks, and then how the sexiest butt he had ever seen in his young life was straining to escape from the confines of her shorts. His cock grew hard again almost at once.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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