Stevie and I were best friends growing up. We were pals, but one of the main reasons I hung out with him so much was because of his mother, Margie. Margie was 26 years older than I was, but I was in love with her from the day I first met her. She was tall - about 5'7 - with long, slender sexy legs. Her hair was always bleached blond, kept fairly short and always perfect. She had beautiful green eyes and those wonderful tits! Ah, those wonderful tits! They weren't huge, but they seemed so perfect to a young boy of 15. Every time I would be at Stevie's house, I would ogle Margie, hoping not to be seen by here (or anyone else).

Stevie and I did alot together, like most young kids. As we reached puberty, we talked alot about sex and jerking off. One day we were up in his room and we started to play with one another. We both had hard ons and I took Stevie's dick in my hand and jerked him off. He came in just a few seconds. It felt kind of weird doing it, but it was strangely enjoyable. After all, it was something different than jerking off (which I did quite frequently). I even sucked his cock one time, but let it go just before he came. he loved it and I must admit, I kind of liked the feeling of sucking dick. Now, I wasn't gay and never "turned" gay. It was just a nice sexual experience for a kid growing up. What I really wanted to do was to fuck his mother.

Margie really turned me on and I jerked off thinking about her many, many times. Once, while Stevie went to take a leak, I went into her bathroom ( I told her I had to go, too, so she said to use it). I flipped open the hamper with her dirty clothes and pulled out a pair of panties. I sniffed them and could smell her pussy all over them. I stuffed them in my pants and, when I got home that day, jerked off while I sniffed her panties. It was one of the great treasures of my life.

I guess Margie realized that I was hot for her, because all of a sudden it seemed as if she were TRYING to let me catch a glimpse of some private part of her. We were sitting in the kitchen one time, Margie was wearing just one of those house dresses and working in the kitchen. She dropped something, bent down in front of me to pick it up and when she did, I got great shot of her tits beneath her dress. As she arose, she looked me straight in the eyes, knowing that I had just seen her tits and she just smiled. I was embarrassed, but managed to smile back at her.

I had overheard her talking to my mother about their sex lives and remember Margie telling my mom that she hardly ever had sex with her husband anymore. She said she was getting pretty horny and had bought a dildo. They laughed and I ran to ask a friend of mine what a dildo was. I thought to myself, "Wow, I could give her something better than a dildo!"

There were a few more episodes with Margie when I saw either her tits or a quick glimpse of some pussy hair. We were sitting in their den one time (Me and Stevie). Margie walked in. She was wearing this white blouse and a fairly short skirt with stockings. her legs looked so hot, I got a hard on right away. She sat down across from me and next to Stevie. We chatted a little bit and then she did it. I swear she did it for me. She crossed her legs and as she did, her skirt lifted high enough for me to catch a little pussy shot of her. I could see her panties and a little hair sticking out from underneath. She saw me staring and smiled back at me again. She asked Stevie to go get her a drink and when he got up she looked at me and, I'll never forget her words, she said to me. "You know, you are turning into quite a handsome young man. Very sexy, too." She smiled and laughed. I blushed and thanked her. I wondered if she could see that I had a huge hard on. She asked if I wanted to spend the night at their house. Her husband was out of town and she said that Stevie AND her would love to have me stay over. I said sure. She said she would call my mom and ask her if it was okay. I wondered if she had had some reason for asking me to stay. I fantasized that she would lure me to her bed and let me fuck her all night.

We talked a little more before Stevie came back in. She asked if I had a girlfriend and I told her no. "Young, virile boys like you should be going out with girls, don't you think?" She smiled ever so coyly. I agreed with her but told her that I hadn't met anyone. I got a little bold and told her that I liked older women because they seemed so much more mature. She grinned as I said that and replied, "Oh, really? How much older?" She seemed very interested in my reply, but before I could, Stevie was back in the room with her drink and she said, "We'll talk more later." She got up, took her drink, told Stevie that I was sleeping over and that I could sleep in the guest room. Stevie was happy and we took off and played some games together.

Now the way the house was set up, there were 2 floors. Stevie's room was on the second floor and the guest room was on the first....so was Margie's bedroom. There was room in Stevie's room for both of us, but Margie had said I could sleep in the guest room. She explained to Stevie that I probably wanted a room to myself and I'd be more comfortable there. We all agreed, though I was thinking that maybe Margie really DID have some plans for me that evening. I couldn't wait to go to sleep.

Margie cooked us dinner - spaghetti and meatballs, my favorite. Off and on through dinner I would sneak a peek at her, lustfully, and she would catch my glimpse and return it. Once she winked at me and smiled. I nearly came in my pants. Being 15 years old, it was difficult to determine if she were making sexual glances or just being friendly, which she always was. I wondered if I was reading something into her smiles that just wasn't there. Stevie and I played out in the yard after dinner and, finally, it was time to get ready for bed. Stevie and I went to his room for awhile. I think he wanted me to jerk him off, but I acted as if I were tired and told him no. We said goodnight and I went downstairs. Margie was still up and she was sitting in the den watching TV. "Going to bed?" she asked me. She looked so good sitting there, her hair perfect, her legs long and sexy. "I guess so," I answered, hoping she would ask me to stay. She did. "Wanna watch some TV?" She patted her hand on the sofa next to her and motioned me to sit down and join her. I didn't have to be asked twice. Now I was wearing my pajamas and if I was to get a hard on, there was little I could do to not let it be seen. I tried my hardest, no pun intended.

I sat there, a little uneasy, watching some program on TV. Margie lit up a cigarette and started to puff away as she watched. I was more interested in her than the TV. I shot an occasional glance her way and she would smile sweetly at me. I still couldn't read her signs, so I just bidded my time.

She finished her cigarette and stood up, straightening out her skirt which had ridden up a little revealing a little more of her thigh to me. I looked longingly at her legs. They were gorgeous. "I'm going to hop in the shower. You just stay here and watch some TV, okay, sweetie?" She announced. I loved the way she called me sweetie. "Make yourself comfortable." She turned, and walked towards her room, which was in direct view of my seat in the den. I watched her walk away, her ass swaying as she walked. I wondered if she was swaying that pretty ass for me. She disappeared inside the room, but, incredibly, she didn't close the door completely. Now I know she knew that I could see inside of her room from where I sat. I forgot about the TV and stared into the room, wondering if I would get a glimpse of Margie as she undressed and took a shower. My patience was rewarded soon after.

First, all I saw was her blouse tossed on the bed, then her bra, then her skirt and finally, those sexy, pink panties she had on. The panties missed the bed and fell to the floor. I knew she was now totally naked and I figured she would jump in the shower and I would never get to see her nude. Boy, was I wrong! My hand was on my cock, my hard, throbbing cock, when she passed in front of the open door. It was just for a moment as she walked to the other side of the room where she apparently had her towel. She never looked my way and I wondered if she knew that I had seen her. She must have, I thought. She knew I could see in there. I waited for what seemed like an eternity until she crossed over the room once again to the bathroom. This time, she stopped, right in full view of my probing eyes. Her back was to me and I could see her ass fully. She had a beautiful ass. She put her hand over one cheek and rubbed her ass as I watched, eyes fixed on her. She bent down to pick up the fallen panties and I could see her tits swaying as she picked them up. Her tits were beautiful from what I could see and I was totally entranced by this gorgeous woman.It was then, as I was totally fixed on her, that she turned around towards me.

She stood up, holding her panties in her hand. I could see her bush completely, her tits completely, her whole naked body completely. My jaw dropped and my eyes must have been bulging from their sockets. She just stood there as if she were watching my reaction. I was both embarrassed and enchanted. She made no attempt to cover herself up or to move away, she just stood there for a moment allowing me to take in that wonderfully sexy 40 year old body. My dick was ready to fall off as I stared at her. I had never seen a real naked woman before and this was everything and more that I had hoped it would be.

I'm sure it was only a couple of seconds that she stood there, but it seemed like an eternity and I burned that view into my mind forever. If this were all I would ever get from Margie, I said to myself that it would be enough, but it really wasn't and, thank goodness, it wasn't all I would get. She gave me a broad, toothy smile, looked me directly in my eyes and turned away from the door and headed to the shower. Unfortunately, one good look at her was all I would get… at least THAT night.

I kept one eye on the TV and one on the door, waiting for another glimpse of Margie, but there was to be none. She finished her shower, got into her nightgown (which wasn't sheer) and came out to the den, where I was still sitting. She smiled at me knowingly, but not saying anything about what had happened. "I'm going to sleep," she yawned. She walked towards me as if she wanted to hug me goodnight, so I obliged her. She pressed her arms around me, leaned over and kissed me on the cheek. "Goodnight." she whispered in what I made out to be a very loving tone. "Good night, Mrs. Krown." She headed off to the bedroom, closed the door and that was all I saw of her that night. Eventually, I got to sleep after much thinking about what had happened. Of course, I had to jerk off with the vision of her naked body fresh in my mind.

The next couple of weeks were filled with secret glances and secret smiles whenever I would see her, which was as often as I could. Later on I would realize that what had happened was a test. She wanted to see if I would say anything to either her, Stevie or my mother, which, of course, I never did. Several weeks later I would be rewarded for my ability to keep a secret.

My parents had been planning a trip for quite some time and we made arrangements for me to spend the 4 days they would be away at Stevie's house. it seemed like forever waiting for those 4 days, but they finally arrived. Stevie's dad was in show business and he was often away. I hoped he would be gone for those 4 days. he was home the first night, but would be leaving the next day. That first night, I slept in Stevie's room. Stevie, it appeared, was becoming increasingly interested in fucking other guys. As it turned out in later years, Stevie was gay, and still is today. We are still friends, but being gay is not my thing, so we really haven't been close in a long, long time. Anyway, we were up in his room, playing with our passion as 15 year old boys - baseball cards. It was almost 11 o'clock and we decided to get undressed ang get to bed. We were both in our underwear and I could see Stevie had a hard on. "Let's fool around, David." I really wasn't interested, I was more involved thinking about his mother. he came over to my bed and sat down beside me, putting his hand on my cock. I let him slip his hand inside my underwear and he began stroking my cock. He slipped off his underwear and I grabbed his and we jerked each other off. But that wasn't going to be enough for Stevie that night. He lay down beside me and slid down so that he could suck my cock. I must admit it felt good having my cock sucked...even by my best friend. I came in no time and Stevie swallowed my cum. I thought that was disgusting and when I blew him and he came, I just ran to the bathroom and spit it out.

He wanted to fuck me in the ass, but I wouldn't let him. I thought to myself the only person I would ever let fuck me in the ass would be Stevie's mom with that dildo strapped between her legs. He turned over, put his ass to my face and asked me to fuck him. I started to put my dick to his ass and then decided not to. I was turned off by the whole thing and I told him that I really wasn't into this. he said he understood and I told him not to be embarrassed. I also told him that we were still best buds. He gave me a hug and we eventually got to sleep. I told him that I was going to sleep in the guest room for the rest of my stay there. He understood and went to sleep. Of course, the real reason I wanted to sleep in the guest room was that I hoped that maybe I could see Stevie's mom naked again.

Stevie's dad took off the next morning and it was just the 3 of us now. I later found out that his dad had been fucking alot of women he met while he was on the road and that was why him and Margie didn't fuck very much anymore. Margie and I exchanged occasional smiles and secret glances throughout the day, but I spent most of it with Stevie. I waited until it was time to go to sleep. Mrs. Krown knew I was going to sleep in the guest room. I told her that I didn't sleep well in the bed in Stevie's room. I wasn't really tired when Mrs. Krown said it was time for us to go to bed, but I did as she said. Stevie went up to his room, and I lay in my bed tossing and turning, thinking only of Mrs.' Krown. About an hour later, I heard the door swing open in my room. It was Mrs. Krown.

"Are you asleep, David?" she whispered.

"No!" I answered quickly. It was dark and I could barely make out the shadow of my fantasy woman there in the doorway.

"Mind if I come in?" She asked.

"No. Of course not, Mrs. Krown." I sat up in the bed. All I had on was a pair of underwear. I kept the covers over me as I shimmied up, head rested against the headboard. Mrs. Krown walked over to the bed and sat down beside me. She stroked her hand through my hair and whispered softly to me, "Thank You, David."

"For what?" I asked inquisitively.

"For not saying anything about the last time you slept over. Uh, you didn't, did you?"

Of course I knew exactly what she was talking about.

"Oh, that! I would never say anything, Mrs. Krown."

"I know you wouldn't," she replied sweetly. She looked at me and I looked back. There was a silent moment and then she put her hand on my chin, thumb on one side, 4 fingers on the other and held it as she leaned over and kissed me squarely on the lips. It wasn't like other kisses we had exchanged. Those were friendly, motherly type kisses (at least on her part). This was a REAL kiss. Tender, sensual, erotic. No tongue, just a firm, tender kiss on the lips. It was incredible. I don't think I will ever forget that kiss as long as I live. I was in love with Mrs. Krown at that moment.

"That was nice," she sighed. She leaned over and kissed me again. It was just as tender and loving as the first one. I felt her sigh deeply as we kissed. She took her hand from my chin and placed it behind my head. As we drew apart, she nudged my head towards her breast. I lay my head against her warm, covered tit and I could feel it against my cheek. She wasn't wearing a bra and I just lay against her silently.

I managed to begin to whisper, "Mrs. Krown, I....." "Sssshhh, "she spoke as she put her fingers to my lips to quiet me. "Don't speak." She rubbed my back as she sidled up next to me in the bed, pressing me harder against her almost naked breast. I was so nervous because I wasn't sure what to do, but she knew that and tried to comfort me.