Phil Gaines settled down in an chair with arms pleasantly anticipating the lecture. He'd taken time today from a fairly busy schedule to come and hear the lecture on the Civil War, offered by the local branch of the University.

The lecturer was fairly well known and had a reputation for doing a very, very good job with both his graphics and visuals as well as his knowledge of his subjects.

Phil, Dr. Phil Gaines that is, was interested in the Civil War; it was one of the traces of history that he followed over the years, including Russian History, Medieval History, Ancient History and now the Civil War. In each of those cases he did his own research and his own reading, trying to gather information on a subject that was fairly unfamiliar to him.

Phil Gaines was a surgeon and the head of his practice. He insisted on giving himself time, now and again to 'breathe', as he was wont to put it. He didn't want his professional life to take all of his time and energy.

So, periodically there was a treat for him, like this Civil War lecture.

He had gotten to a point in his life, at his current age of 41, that was very satisfying. There had been a marriage, to Jennifer, an internist, whom he'd met and married while in Med school. Over the years, the two of them, he and Jenn, had 'gone their own ways', as the phrase has it.

They ended the relationship, the marriage on a fairly civil basis, and since then Jenn had moved to the west coast to take up a position that she had been offered there.

There had been no other women for Phil, since then. There was, of course, he being a red blooded American male, the internet but that was only periodically of interest.

He certainly did not go 'trolling' for dates or the like on the 'net'. It was more of an instrument for his imagination and his curiosity.

He was also in love, positively in love with two pretty, red haired nieces, his sister Wendy Turner's daughters, Susie and Patti, to whom he was 'the Great Uncle', Uncle Phil.

These were kind of the parameters of his life right then, and he was happy and pleased with it. He had, after the divorce, bought out Jenn's half of their huge home and lived there with two roaming cats, that he'd rescued from the shelter, Shuppiluliuma and Tiglathpilesar, Shupi and Tig. (Phil was also a student of Ancient NearEastern history.) These days, the two cats ruled the roost at Phil's home.

Once he'd settled down in the last of the rows of chairs for the lecture, he looked around him. He recognized some of the people in attendance, since he saw them periodically at events.

People were still coming into the room. His attention then was drawn to a woman who came into the row in front of him and settled into a chair. She was pretty, petit and blond, and he recognized her, he was sure, from having seen her in church now and again.

He racked his brains and came up only with the Laura ... Laura something or other.

She sat and leaned forward for some reason, and Phil's attention was suddenly glued to where she was sitting. As she leaned forward, her light white, tee shirt like top rode up a bit and at her waist about a full inch of beige panties were showing.

Phil just stared.

(Phil Gaines was a panty lover. It was his main weakness, his real mania, in a way. Women in panties, especially 'mature' women in panties were his constant interest on various internet photo sites.

He rarely took time to rummage through his mind and try to detect where this exciting interest started for him but had a suspicion, that was aided by his periodically remembering a scene from a playground, when he was a kid.

This incident occurred when he was, he figured, about in 5th grade. At least the location of the playground led him to believe that. His family had moved around a bit, when he was a kid and that playground was the location of school, when he was going into sixth grade.

He was, that day, on the swings and simply enjoying himself. He didn't know a lot of the kids in the area yet and was simply having fun by himself.

Next to him on a swing was one of the older girls, a counselor at the playground. She was swinging and talking to a friend, another girl, on the swing next to her.

He heard the other girl mention that it was time for 'crafts' and the counselor next to Phil acknowledged that and, as the swing slowed down, jumped off of it.

Then it happened, and maybe, just maybe Phil Gaines' life long fascination with women's panties began.

As she jumped off of the swing, the counselor's shorts, orange shorts got caught in some part of the swing itself and with her jumping off, the shorts seemed to disintegrate somehow; they were simply torn down the side and and the counselor just left the shorts behind, attached to the swing.

She shrieked. Phil remembered that but he looked, he stared and there was this older teenaged girl standing there in a tee shirt and a pair of pink panties.

Phil was awestruck. At first her back was turned to him, and his vision and his entire world was filled, totally filled with the view of this girl's ass cheeks, only faintly, if at all, hidden by the soft, pink nylon of her panties.

It registered in Phil's young, barely sixth grade brain: "There was her ass! Her ass!"

That was the world for him right then. Then she turned around to grab the torn shorts, still hanging from the swing seat, and the world, for Phil, expanded.

He saw the nest of her curly, dark brown hair that covered her pussy.

Yes, he'd heard the word. He'd been in on the whispering and chuckling sessions of friends, who talked about asses and tits and pussies.

And there, right in front of him was a pussy.

The fabric of the panties, the pink nylon, was not thick enough or heavy enough to hide anything, and Phil Gaines was staring at a woman's pussy.

He was at a mountain top right then. The movement of the counselor seemed to be slowed down and happened in kind of slow motion, as she grabbed the fabric of the torn shorts away from the swing seat.

She turned to the side and there, right next to Phil, was the girl's ass again.

He had no words. He only looked and took mental images that he was destined to carry with him for a life time.

I will say that ever after that event, for Phil Gaines, even the word 'panties' had a powerful pull over his thoughts and imaginations. He'd look at adult ladies and wondered, now and again, and thought about their 'panties'. It was a secret event for him. It was one that he always enjoyed.

There were times, when it seemed that life was conspiring to keep Phil Gaines' attention fastened on panties too.

He had gone to school during the 'mini skirt' days, and that whole time had served to keep Phil Gaines fairly erect most of the time. It was a time for legs and panties. It was a wonderful time.

One of the joys for Phil was that lately the fashion craze was for tight, stretch white or black pants that never even pretended to hide the panties underneath.

Or there was the lecture room where he went frequently. Phil, despite attempts to simply concentrate remembered times when someone in front of him would bend over and give him a 'show'. There was a woman who had been wearing red cotton panties one time, and then there was another woman, older and heavier who showed a large amount of off whiteish panties. It happened frequently and in various situations.)

He came out of his reverie just then and realized that the woman in the row in front of him, Laura he was pretty sure, was looking at him.

His first reaction was chagrin that he'd been caught looking at her panties. But he realized, quickly enough that she was only being friendly.

She nodded and said: "Dr Gaines."

He smiled and nodded and said: "It's Laura, isn't it?"

"Yes," she said, "Laura Compton."

He nodded and remembered it then. "Yes," he said, "Hi, Laura."

That was their interaction. She turned her attention back to the front then, since the lecture was about to begin. She moved around in her seat but that inch of beige, nylon material, the material of her panties, was still there, still showing, and Phil was still gaping at it.

The lecture proceeded and Phil turned his mind to it. He had been thinking, wondering just then, if the panties were plain beige or, this was his flight of fancy, did they maybe have panels of lace right where Laura's legs came together, panels of lace that would show maybe light brownish curly hair, or off blondish wispy hair.

Phil pulled his mind forcefully from this kind of consideration and began to concentrate.

There was a window open in the back of the room, and it let a cool breeze waft through the room. It was the undoing of Phil's joy, for Laura Compton felt the breeze on the skin at her waist and put her hand back there, and could feel both the skin of her waist and the fact that a good inch of her panties was exposed.

She tugged on the tail of her light tee shirt and covered the area.

As she did, she happened to glance at Phil and saw that he was watching her. She got the ghost of a smile on her face, as though she'd caught him peeking. He averted his eyes then and tried to pretend that he hadn't been looking at all but he'd seen the smile on her face.

The lecture was as good as friends had led him to believe it would be. The presentation featured maps and the maps were animated to show routes that various units took. It was all first class.

Phil's attention never completely left the remembrance of that inch of beige colored, nylon panties that he'd seen at Laura Compton's waist. He tried not to think about it, dwell on it; he knew himself well enough to suspect that if he let his mind play with that image too long, he was going to be erect in no time.

He simply worked then at calming his mind and his imagination and concentrating on the Civil War.

The lecture was over by then, and Phil was brought back to reality by a voice, Laura Compton's voice: "Dr Gaines," she said, "So nice to see you here."

"Ah, Laura," he said. "Yes, the Civil War is a consuming interest of mine, and I heard from friends how good a lecture this would be. So, I freed my schedule and here I am."

She was smiling at him and the smile gave him courage to ask: "Hey, since I'm officially playing hooky here, may I invite you for a cup of coffee?"

"What a nice idea," she said, smiling at him, with a broad and dazzling smile.

The smile itself took him in and warmed him. He found himself saying, silently, that he liked the way she looked; he liked her short, blond hair..."And," a voice within put in, "he liked the fact that she was wearing beige, nylon panties."

He banished the thought immediately and joined her, as they wandered from the room where the lecture had taken place

"Shall we take two cars?" he asked. "My car?"

"Yours, I got a ride here and mine is at home." she said, giving him that dazzling smile again.

They drove to a nearby bakery and settled down for coffee and scones. Their conversation was pleasant, aimed at simply getting to know one another.

He talked about his practice and his joy with medicine. She spoke of her work. Then they began to get a bit more personal. He talked about his marriage to Jenn and the way that they simply went in different directions and eventually split up. With her it was the same kind of situation but, in her case, it involved a husband who was a heel and 'fooled around'.

It simply seemed to both of them that such topics were fine and natural. They'd discovered a kind of contentment in talking to each other this way.

"Sorry to be talking about such 'down' topics," she said then.

'I know," he acknowledged.

She looked at her watch then and said: "I need to get home now. Do you mind terribly taking me there?"

"Not at all," he said, "Then I'll get home and check on Tig and Shuppi."

"Tig and Shuppi?" she asked, a smile on her face.

"My cats," he said. "The two spoiled children that live with me."

She grinned at that: "Think I'd like to meet this Tig and Shuppi," she said. "But the names?"

He explained the names to her then and she got a laugh out of it.

It didn't take them long to get to her house. They sat in the car for only a few minutes longer only now Laura had a strange smile on her face.

"You were looking at my panties!" she said.

Phil got red in the face and didn't deny it.

She went on, apparently feeling fairly sure of herself: "Did you like what you saw?"

He answered, almost only croaking: "Beige nylon, lovely!"

She gave a short laugh and said: "Come in for a moment, Dr Gaines."

He followed her into the house and, as soon as they were in the house, she hauled him into a hug, kissing him.

He reacted almost immediately. The kiss started soft and increased in passion. He found that he loved the feel of her soft lips and the way that she was pressed against him.

There was no time to dwell on what was really happening to them, a fling? A permanent thing? It was now and it was that exciting. The rest could wait. They were both drawn into the immediacy of this attraction and both were giving in to it.

They backed off from the kiss, arms still around each other and she said: "You bold, bold man, looking at my panties."

"Yes, yes," he said, his breathing a bit ragged and his erection stiff and poking agains the front of his pants.

"You get one reward," she said, "For being so bold. Just one."

"One!" he said, picking up her words.

She giggled and said: "Dr Gaines, you're like the proverbial deer in the headlights."

"Yes," he agreed and said again: "One reward."

"You choose, you bold man," she said, "You see my nipples or you get to put your hand on my panty covered ass."

"Ohh," he groaned, "You've got me: nipples or panties!"

"I bet I know which one the Doctor wants," she said.

"Yes, which one," he answered.

"You're fun," she said, brushing his lips with hers then. "Tell me, lovely man, lovely Dr Gaines."

"Nipples look so nice," he said, glancing down at the front of her tee shirt, where her nipples were certainly poking against the fabric of the shirt.

"But it has to be panties!" he said.

"I thought so," she said. "You like panties, Dr Gaines?"

"Yes, yes," he said.

"Think you'll like me in panties?" she asked next.

"Definitely!" he said.

"You ready?" she went on.

"Yes, ready now," he said.

"But only one reward now," she reminded him.

"Rats!" he said, and she giggled.

"More another time," she said.

"Yes, another time for us!" he agreed.

"One now," she said.

"Rats," he repeated.

"You already said that," she said, giggling.

She moved her hand and released the waistband button of her slacks. They sagged and she kind of shook her hips and sent the slacks cascading down to her knees, leaving her in front of him in her beige panties.

"Beige panties," he said, "Lovely beige panties; lovely Laura in lovely beige panties."

While he was saying it, he put his hands down and had an ass cheek in each hand, feeling the heft and the silkiness of them through the medium of the nylon fabric.

"Oh, how rich!" he said.

"Enjoying that, Phil?" she asked, licking his lips.

"Immensely!" he said, kissing her back.

"Next time," she said, "Nipples and panties!"

"Going to explode here soon," he said.

"You go home now to Tig and Shuppi and jerk off and think about me and my beige nylon panties."

"Yes, I will," he said.

"Then call me and tell me," she said.

"Yes, I will," he said.

"You don't mind my being bossy?" she asked.

"Not a bit," he said, running his hands around her ass and then inside the waistband of her panties, and then placing one hand around in the front and feeling the texture of her pubic hair.

"That's two rewards, you bold man," she said, grinning at him and kissing his smiling face.

"Remember how that felt, when you jerk off," she said, leaning in to kiss him.

He leaned back and simply took in the breadth and loveliness of her smile.

"You've certainly got me!" he said. "I'm kind of overwhelmed by this right now," he confessed.

"Good!" she said directly into his lips. "Didn't plan this but it's so exciting!"

"Got me," he murmured again.

"Yes," she answered, moving back a bit. "Dr Gaines the panty lover."

"Love the panties on you," he said. "And you in those panties."

"Good! Progress!" she said, hitching her slacks up then and buttoning them.

His mind was working feverishly, as he drove home. He was greeted there by very pleased Tig and Shuppi but he wasted no time at all. He went into the bathroom on the first floor of his house, the powder room, and took out his barely fading erection.

He called up the memories: first of her sitting there and displaying that inch of beige panty material and then the scene in her hallway, where she had her slacks at her knees and he had his hands on her panty covered ass, and then his hands inside the waistband of her panties.

It crowded everything out of his mind. It replaced, in his mind, the old iconic remembrance of the playground counselor in her pink panties by that swing.

In the event, he came all over the place, and sighed as he righted his clothes and then did a clean up.

Then he remembered what she said about calling her. He made the call.

"Hello," she said.

"This is Phil," he said to her.

"Did you do it? Did you obey?" she asked.

"Yes, I did," he said.

"You do know," she said next, "that I don't need to be in charge every time."

"Oh, how nice," he said.

"I mean there will be times when you say to me: 'Take your pants down', and that's what I'll do. I know how to obey too."

"Good," he said.

"Tell me what you were thinking about," she said.

He told her then; he told her about seeing, once again, the line of her panties above the waistband of her slacks at the lecture, and then the way it felt to see her with her slacks at her knees and her panties showing, the way it felt to get his hands on her ass and the feel that he snuck of her pussy.

"I love what you're saying," she said. "I think that I've found me a live one."

That made both of them chuckle.

"May I call you for dinner soon?" he asked.

"Yes," she said, "Lovely idea; I think that I need just a little bit of thinking time to get my jangling nerves under control."

He chuckled: "Glad I'm not the only one. I need to spend some time talking to Wendy."

"Wendy?" she asked.

"Sister," he said, "Best friend and all."

"Aha," she said, "I was getting suspicious; I mean competition and all."

"No," he said, "Only Tig and Shupi."

His sister Wendy was, at that time, in the process of dating a friend of his. She'd been a single Mom to her two lovely twin girls, Susie and Patti. In the process of their growing up, Phil made sure that he was a constant and good support.

He'd done a major part of getting a house for them, once it was certain that their father was both gone and possibly dead. He'd been a favorite ever since. His relationship with his sister Wendy was always as close as 'one of the boys', so to speak.

These days Wendy worked in his office and did a major part of the finances for his practice. She was good at that.

He showed up at Wendy's door that early evening bearing, in his hands pizzas and some soda for the girls and wine for him and Wendy.

"Girls," Wendy called out, "Look who's here!"

The two, both 8 year old twins, came running then, and were shouting 'Uncle Phil! Uncle Phil', as soon as they saw him.

"Tig and Shuppi have sent along some pizzas for the beauties for their dinner!" he said.

"Goodie, Goodie!" both Susie and Patti were jumping up and down and saying.

They sat down to dinner in just a little bit, with the girls offering the meal prayer. After it was a little bit of television and then they had their baths and both Phil and Wendy tucked them in for the night.

"So, what's up?" Wendy, who knew Phil very well, asked.

"I have to talk to you," he said.

"Another glass of wine?" she asked then and went to get them each a glass of white wine.

They sat and Wendy waited a few minutes: "Okay," she said, "tell me."

"Oh," he began, "It's about a woman."

"Aha!" Wendy said with glee. "A woman!"

"Yes," he said. "Let me tell you."

He went into the whole story then, leaving out no details. He told about going to the lecture and Laura Compton sitting in front of him.

"Yes," she said, "I know who you mean; she goes to church at St. James."

"Yes," he said.

"Pretty, short, petit, blond, right?" Wendy ventured.

"Yes," he said. "Well..." then he went on with the story, about seeing the telltale inch of beige nylon of her panties, when she sat and bent down."

Wendy laughed at that and said: "Oh, Philie, Phillie, you have always been a panty perv."

"I know," he said, sighing.

"Continue," she told him.

He went into the rest of it then: Laura catching him looking at her inch of exposed panties; the coffee 'date' that they'd had and Laura's gift of one 'reward' for his boldness.

He mentioned the options that Laura had given him and Wendy burst out with: "No contest there! Nipples are nice but getting your hands on her panties would win the day."

He grinned at her. "You know me so well," he said.

"Yes," she answered, "I remember the playground counselor incident like it was only yesterday."

They both chuckled about that.

"So what do you think?" she asked.

"It feels so different from other things," he said.