It was just after nine o'clock at night and Penny and Richard were up in their tree house in the back yard. They were patiently waiting and watching.

"Give me the binoculars," Penny said to Richard.

"No, you had them for almost an hour, it's my turn."

"Did not!"

"Did too!"

He had the binoculars trained on the bedroom window. THE window that looked directly into their mothers' room. Earlier in the day he and Penny had fixed the curtains in the bedroom so they would hard to, neigh impossible for his mother to close. Now they waited for her to take her bath. She always took a bath at nine o'clock.

"Here she comes, here she comes," whispered Penny.

Richard watched as his mother walked into the bedroom and began unbuttoning her blouse. She finished and then noticed for the first time that the curtains were open and she walked over to the window in just her shorts and bra. She tried to close the curtains, but try as she might, they resisted.

"God Damn it Richard, let me see too."

Richard handed the binoculars over to Penny but he kept starring at his mother. It wasn't like he couldn't see her without the glasses, the tree house was only about ten feet from the bedroom window, but with the binoculars... well, Wow!

"Look at her bra Richard, it's beautiful. So lacy and white. I wish I had a bra like that."

"What the hell would you do with a bra Penny, you don't have any tits!" Richard laughed at his sister's obvious predicament.

"Do too!"

"Do Not!"

"I do too Richard, here look for yourself," and Penny lifted her T-shirt to show Richard her tits.

"Christ Penny, those are just bumps, not real tits like mom's."

"Look Richard, there goes her bra."

Richard look back just in time to see his mother reach behind her and unhook her bra, shrug it down off her arms and toss it on the bed. Then she stepped out of her shorts and took off her panties. Nude, she walked into the bathroom.

"Wow, did you see the patch of hair between her legs Richard? There was a lot of hair."

"No. I didn't get a good look because, as usual, you were hogging the binoculars."

"Do you think we'll ever have hair like mom?" Penny asked.

"Sure, all adults grow hair down there. I've got some growing already."

"Can I see Richard, Pleaseeeeee."

Richard got up on his knees and pulled down his jogging shorts. Penny got in real close and could just see the beginnings of some hair growing around his genitals. "Wow Richard, you do have some hair, and you wee-wee is getting big too."

"It's a cock Penny, a cock. Christ can you remember anything?"

Richard and Penny climbed down from the tree house and ran in the back door and into the kitchen. They had just poured themselves a glass of milk when their mother walked into the kitchen wearing only her nightgown. Richard was trying not to stare at his mother, but you could almost see through her gown and he could faintly see the outline of her breasts and what appeared to be the dark area between her legs.

"Hi mom."

"Hi mom."

"What have you two imps been up to?" she asked

"Oh nothing, just outside playing." They both said in unison.

"Well it's time to get cleaned up and off to bed," she said. Penny you first, then Richard can have the bathroom. Now get moving."

The two children walked out of the kitchen and went upstairs to their bedroom. Penny was 11 and Richard was 14, but they both slept in the same room with just a screen separating their beds. Being a single parent, their mother could just barely afford to rent the small two-bedroom home on the outskirts of town.

The children were not totally strangers to nudity around the house, their mother being a throwback to the old hippie days. Betty, their mother, felt that the human body wasn't an evil thing that should be hidden away. But when it came to the children seeing her body she was much more conservative. She had a boyfriend who stayed over every now and again and she didn't want the kids to get sexual fantasies any sooner that was absolutely necessary.

The next morning, Rita William's, Betty's next door neighbor came over for coffee. She knocked then opened the back door.

"Hi Rita, come on in. How are you this morning?"

"I'm good Betty, thanks. Can I have a cup of coffee?"

"Yes, of course."

"Look Betty, I don't want to be the nosey neighbor but..."

"What's up?"

"Well Betty, it's the kids, they..."

"What have those two brats been up to now?"

"Spying on you, that's what they have been up to, spying on you. There, now I've said it."

"Spying? What are you talking about?"

Betty sat and listened as Rita told her how the children had been watching her for at least the past three weeks that she knew of. "Honest Betty when I first saw them it was only because I spotted some movement in the old tree house. When I looked closer I saw it was Penny and Richard and I didn't think anything about it. Then, then next time I saw them I noticed they were looking directly into your bedroom window and then I saw that you were nude, probably getting ready for a bath or something. It's been going on real steady now, I'm sorry Betty, really sorry."

Betty was aghast that her two children were spying on her. Well she would take care of that, tonight. "Thanks Rita, I appreciate you telling me."

That night as Betty was preparing dinner she poured herself a glass of wine and thought about how she should approach the children. Obviously they needed the "birds and bees" lecture, but she felt it was her responsibility to tell them both the truth too. They needed to grow up with realistic expectations about human sexuality. She poured another glass of wine and tried to devise her "speech" to the kids.

An hour later she called the children down to diner and all three of them ate in relative silence. She had another glass of wine with dinner and was getting a pretty good buzz on. Both Richard and Penny knew something was up because their mother was never this quiet, unless, something was wrong.

"What's wrong mom?" Richard finally asked.

"Well... you two, we need to sit down and discuss a few things. Let's go out to the living room and get more comfortable."

All three of them walked into the living room and Richard sat down in the armchair and Betty and Penny sat on the couch.

"Look," Betty started, "Mrs. William's tells me that you two have been spying on me when I go upstairs to take my bath. Is that true?"

Richard eyes fell to the floor and Penny blushed. Neither of them said a word. "I'll take your silence as a yes then. So why are you two spying on me? What's going on in your minds?" Betty leaned forward and took another sip from her glass of wine. "Come on, fess up."

"Ah... mom... I... we" Richard stuttered, "we were just curious, that's all."

"Yea mom, you're so pretty and you look wonderful without clothes and we wanted to watch you, that's all." Penny chimed in.

Thinking that now was time for her "birds and bees" lecture she started out, "Ok look. Let's talk about the naked human body. Both male and female, OK?"

Both children nodded their heads.

"It is natural in our society to wear clothing. It protects us from the elements and provides us with a modicum of privacy. Most civilized societies require that men and women remain clothed when in public. But there is nothing wrong with the naked human form. It is a beautiful piece of God's work. People should be proud of their bodies and should take care of them. There are parts of a man's and woman's body that contain their private parts, parts that are used for other things, but there is nothing wrong or evil about them. Still, people should not be spying on other people and interfering with their right to privacy. Do you understand what I am trying to say?"

"Yes mother," they both said.

"Good, as I said, the nude body is something to be appreciated and revered by both sexes. Men have nice firm bodies and below their waist is their penis and testicles. Women are different. Under their clothing they have breasts on top and a vagina down below. When..."

"What is a penis for mommy?" Penny asked.

Betty blushed. "Well, normally it is used by the male to urinate, but, in sometimes the male uses it to... ah... for reproducing."

"Reproducing what mother," Richard asked straight-faced.

Betty took sip of her wine and continued. "Well Richard, reproducing offspring. You know what I mean, it is used... ah... sexually to make the female pregnant. To have a baby."

Richard was having a hard time not laughing out loud. He knew exactly what his cock was for and sitting here, listening to his mother try to discuss the birds and bees was just short of hilarious. Penny was in on this ruse too. Both of them had heard Mrs. William's rat on them and knew their mother would have to talk to them about what they were doing and why. So he and Penny decided to see if they could get their mother to do a show and tell about sex. Richard was positive that his mother wouldn't tackle the job without a couple of glasses of wine and if she got high enough, well you just never knew, did you.

"Mommy, how come you have so much hair down there?" Penny asked.

Betty, her face still flushed, answered. "Well dear, it's because... ah... I am an adult. When you get older you'll have hair down there too."

"Can I have a bra mommy? I want a nice frilly white one like yours!"

Richard laughed out loud. "You don't need one pip-squeak, you don't have any breasts to put into a bra."

"Do too!"

"Do not!"

"Children, children. Calm down." Betty reached for her wineglass and realized it was empty. She walked to the kitchen to pour another glass and when she returned she brought both her full glass and the bottle with her. She took a sip and leaned back into the couch. "Now, where were we?"

"Look mommy, I do too have breasts," and with that Penny took off her T-shirt.

"PENNY!" Betty shouted, "What are you doing?"

"Heck," Richard said, "mine are that big and he too whipped off his T-shirt.

Betty was confused. What the hell just happened, she thought. Here are my two children naked from the waist up. Although that didn't mean anything for a boy, girls weren't supposed to go around topless. She looked at Penny and realized that her breasts were just beginning to develop although she already had nicely formed aureoles and nipples. Betty glanced over at Richard and saw his smooth chest that was accentuated by his budding muscles. She knew he had been working out but didn't realize how nicely he was developing.

"OK, OK you two, calm down. Penny, you have nice breasts and they are already beginning to grow into a woman's breasts. Breasts on a woman are for nursing a newborn baby. Don't worry honey, your breasts will grow to be a big as mine, I think. And Richard, please stop teasing your sister. It's not nice to make fun of your little sister."

"OK mom. I'm sorry Penny; I won't tease you any more. Mom? Did you breast feed us when we were babies?"

"Yes I did. Breast milk makes for stronger bones and is better for you than formula."

It was Penny's turn. "Mommy can Richard and I see you breasts? Please mommy please."

"Well... I don't know... honey" Betty stuttered. "I mean we, uh... I shouldn't be doing that..."

Now it was Richard's turn. "Gee mother, you just said the naked body was something to be proud of, a beautiful piece of God's work, and I think I would like to see where I was fed from for so long."

"Me too mommy, me too."

Betty took a sip of her wine while she tried to think of an excuse not to show the children her breasts. "Well, I don't think it would..."

"Oh come on mom. You don't want us sneaking around. Spying on you. We're just curious, that's all."

"Well... OK... I guess." Betty stood up and began unbuttoning her blouse. When she was finished she took it off and set it on the arm of the couch. Then she reached behind her and unsnapped her bra. It slid down off her shoulders and she removed it and placed it with the blouse. Betty now sat in front of Richard and Penny naked from the waist up. She felt a little uncomfortable sitting in front of the children with her breasts exposed but was not embarrassed by her nudity.

"Wow mom, you have great breasts!" Penny said.

"Thank you dear."

Richard was amazed. Not by his mother's breasts, after all he had seen them through the window. No, he was amazed that he and Penny had actually gotten their mother to partially undress right in front of them. Could they still do more? "Ah mom, can I come over and get a closer look?"

"Uh... well... I guess that would be OK honey."

Richard walked over until he was directly in front of his mother then dropped to his knees and looked at her breasts. "How big are they mom?"

"Errr, well Richard they are 36C's"

Richard reached out to touch them. If he got away with this he knew to could get a lot father tonight, a lot farther. Betty was talking with Penny when his hand went under her breast and he cupped it his hand.

"RICHARD! What do you think you are doing?"

Oh, I'm sorry mom. I didn't think you would mind, after all I suckled on them for so long I just wanted to feel what a real breast felt like." He still had her breast in his hand.

"Well, I don't know. I mean it doesn't seem right for you to..."

While Betty was talking to Richard, Penny leaned over and put her mouth on her mothers' breast and began to suckle.

"Penny!" Betty looked down at her daughter, "Not you too." Then she felt Richard's mouth on her other breast and she just fell back on the couch and let the children suck on her breasts. This isn't right she thought, it isn't right... but it sure does feel good. It had been years since she had two mouths on her breasts and as she thought back to that time in college when the three-sorority sisters had... then she felt her panties getting wet.

Richard wasn't going to let this stop now, not if he could help it. He took his hand and began stroking his mother's breast as he teased her nipple with his tongue. Penny was busy too. She had her free hand lying on her mother's lap, directly over her pussy; she thought that might make her mom hotter. Both children heard the soft moans that escaped from Betty's lips.

"Mom," Richard said as he removed his mouth from her breast. "Why do men get hard, you know, down there?"