My school mate Andy had a fantastic looking mum, whenever I visited his house I took every opportunity to ogle her without her knowing, putting it bluntly I really fancied her, which is quite normal for a fourteen and a half year old boy. I enjoyed lusting after Andy's mum from afar, I even had wet dreams about her, but that was as far as I expected things to go, after all she was thirty-four. However, events took a turn that surprised me unbelievably.

It was the summer holiday, six weeks without school, we were free to do as we pleased once our homework was out of the way that is. It was the start of the second week of the holiday when it happened, I'd gone round to Andy's house to see if he wanted to get up to something, his mum opened the door to me and smiled.

"Hello Roger," she greeted me "oh bother."

The phone began ringing and she rushed off to answer it while I wandered inside as usual and closed the door behind me, strangely there was no sign of Andy and I wondered if he was lurking in his room upstairs. Andy's mum hung up the phone and turned to me.

"I'm sorry Roger," she said "Andy has gone to see his Gran, he'll be gone a couple of weeks I'm afraid."

"Oh." I replied brightly wondering why Andy hadn't told me he was going away.

"It was all arranged at the last minute," Mrs. Dawlish explained "Andy never got the chance to give you a call. This must leave you at a bit of a loose end."

She indicated that I should go through to the living room, feeling disappointed I wandered into the living room wondering what I would do with myself for the rest of the day. At the same time I had a good ogle of Mrs. Dawlish's luscious body and made a few silly wishes.

"Perhaps you'd like to keep me company." she grinned at me "Or maybe you'd rather meet some friends more your age."

"I don't mind keeping you company." I said quickly.

I'll say I didn't mind, my cock was twitching at the mere thought of spending some time close to this woman, although it did seem a little odd that she wanted me as company I was not going to question my good fortune. We sat down and chatted for a while, then Mrs. Dawlish offered me a soda, I accepted and she left the room to fetch it leaving me to have a good gloat about my good fortune.

"Here we are then." she said as she handed me my coke a few minutes later.

"Thanks Mrs. Dawlish." I grinned.

"This won't do Roger," she laughed "call me Dawn, Mrs. Dawlish sounds so school marmish."

"Okay Dawn." I grinned "It's a nice name, but it would have to be to go with such a nice lady."

My words were not meant as flattery, I meant every single one of them though I'm not quite sure why I spoke the way I did and I was expecting a quick dressing down for my cheek.

"Why, thank you Roger." Dawn smiled "It's not often a girl gets paid such a nice compliment."

I mentally hugged myself in glee at her reaction then took a sip at my coke while I tried to think up something else to say.

"Roger," Dawn said quietly "I've noticed that you are always watching me whenever you are here. Do I gather that you like me?"

It was a shock to discover that my secret ogling hadn't been quite as secret as I had thought, but I took a deep breath and took the bull by the horns.

"I like you a lot." I grinned nervously.

"I see," she laughed "and no doubt you have all sorts of naughty thoughts about me."

"Well, yes." I admitted with a blush.

I hadn't realised quite how revealing my looks had been, she had caught me out and I was sure that she would give me a gentle talking to about my lusts.

"So, would you if you could?" she laughed.

"Yes," I blurted "I mean, that is..."

Dawn laughed while my blush deepened, I thought it very unfair of her to be teasing me about my desires, but there was little I could do about it bar leaving and that I was not ready to do.

"I'm sorry Roger," Dawn smiled "I didn't mean to laugh at you, but the look on your face, well you look just like a little boy caught up to no good."

"I suppose I've only myself to blame." I grinned sheepishly.

"So," she grinned impishly "we've established that you like me a lot and have naughty thoughts about me. So why have you never mentioned it?"

Confused I looked closely at her, in my mind half a dozen snappy answers popped up and faded away, something told me that Dawn was not looking for a snappy answer.

"I didn't think you'd be interested in advances from me." I replied quietly.

"Silly boy," she laughed "a girl is always interested in advances from a handsome young man, especially if he means it."

It slowly dawned on me that she was not teasing me, something else was happening though I wasn't quite sure what, but I decided to play along until I'd worked it out. Dawn was smiling at me expectantly, but I hadn't a clue what I should do or say next, to date my experience with girls had been a quick snog at the back of the school field, I had no chat up lines that I could toss out.

"Dawn," I said at last "I really do fancy you and I'd like to kiss you."

"How refreshing," she laughed "I was expecting some fancy chat up not a straight forward honest answer. Of course you can kiss me."

Hiding my surprise I leant over and placed my lips on hers, they were soft and warm and everything I had dreamt that they would be, a thrill ran through me as the kiss drew out. Daringly I raised a hand to her shoulder a few minutes later and when she made no protest I slowly slid my hand down onto the swell of her boobs where I let it rest as the moments went by. By the time our lips parted my cock was rock hard, my breathing was fast and my head was spinning, so much so that I did not remove my hand as I sat back a little. Dawn smiled then looked down to where my hand was pressed to her boob, with a guilty start I moved my hand away from her body.

"Sorry." I muttered in embarrassment.

"No need to be." she smiled and reached out to take my hand.

To my surprise and delight Dawn put my hand back on her boob, gently she squeezed my hand which made my hand squeeze her firm globe and my heart beat even faster. A few moments later Dawn moved her hand from mine, uncertainly I squeezed her boob on my own and she smiled, I couldn't believe what was happening, but I lost no time in enjoying the situation. Grinning like an idiot I raised my other hand to her boobs, squeezing gently I savoured the joys of playing with Dawn's body through her clothes, in return she smiled encouragingly at me.

It was like one of my wet dreams come true and if I had been dreaming I would have opened her blouse, as I had this thought I moved my hands and began to do just that. As the buttons opened Dawn made no protest, instead her smile grew wider as though encouraging me to go on with my actions, it seemed impossible that she was letting me do what I was doing, yet I did not wait to question my luck. When her buttons were all opened Dawn shrugged the blouse off her shoulders and I stared at the creamy expanse of skin exposed to my hungry, lustful eyes, gleefully I put my hands on the swell of her boobs where they bulged over the top of her bra.

For a few minutes I savoured the feel of her skin on my hands, it contrasted so strangely with the smooth roughness of her bra and excited me to the point of not caring if she told me to stop or not. Daringly I pulled at the catch of the bra, the material swung open to reveal her bare tits to my view, with a gasp I stared longingly at her nipples before moving my fingers to play with them, in response Dawn shrugged off the bra and sighed loudly.

"That's nice Roger." she said softly.

I could not believe my ears, nor my luck, but I did not let my disbelief slow me any, eagerly I played with Dawn's boobs and nipples, even leaning forward to lick and suck her nipples as I had often dreamt of doing. Dawn's breathing became faster, the realisation that I was exciting her making me even more daring, leaning forward I took one of her nipples into my mouth then slid the hand freed by my action down her body to her knee. My hand trembled with excitement as I slid it up under her skirt, the material of her stocking then the warm flesh of her thigh rubbing sensuously against the palm of my hand as I moved it.