Lisa Zodrow sat in the doctor's exam room waiting somewhat impatiently for her physician. She was here for a physical, and always felt a sense of nervous anticipation about the check up. Her doctor, Richard Stapp, had been her physician for several years now, and was also their family doctor. He was very good, and always gave her a thorough and lengthy examination. They had been going to him ever since Lisa's husband had become acquainted with him at the golf club. Dr. Stapp was a very handsome man in his late fifties, and was a well-respected member of the community.

Glancing around the small room, Lisa noticed several prints by a local artist. She stood up to observe them more closely, feeling too nervous to sit still. At her last check up 6 months ago, and to be honest even at the one prior to that, she had felt herself becoming aroused during the exam. Anticipating her body's response today, she felt even more nervous. Lisa had dressed conservatively in a navy business suit with a knee-length skirt, hoping the professional dress would help her feel more in control of her responses. At her previous exam, even Dr. Stapp had noticed her arousal, much to her embarrassment.

"Don't be ashamed, Lisa," he had reassured her. "Many women feel a sexual response during an examination. It's only natural to become excited when your breasts and genital area are being exposed and touched, even when it's only for medical reasons."

"Okay, Dr. Stapp," she had whispered, blushing furiously.

Today, she was determined not to repeat that scenario. She tried not to let herself think about how she had rushed to her car after her last appointment, her arousal so great that she had her hand under her skirt has soon as the car door was shut. In a matter of seconds, her fingers had stroked her slick, swollen clit to an intense orgasm that left her shaking and breathless.

"No," Lisa said to under her breath, "that is NOT going to happen again today." But she felt her iron resolve begin to crumble when she heard the exam room door open.

"Good morning, Lisa," Dr. Stapp greeted her warmly. "Needing another check-up already are you?"

"Hello Dr. Stapp," Lisa responded. "I know you said I didn't need to see you again for a year," she quickly tried to explain, "but I feel more comfortable with check ups every six months." She could hear the nervousness in her voice, and felt sure it was obvious to him as well.

"That's fine, Lisa." He reassured her. "I want my patients to feel comfortable with their level of health care. Why don't you sit in this chair, and we'll talk a little first, before we begin the exam."

Lisa perched on the edge of the straight-backed chair, then realized how silly she must look, "like a frightened little girl ready to run away..." she chastised herself. Forcing her body to relax, she slid back on the seat and crossed her legs, facing Dr. Stapp with what she hoped was a confident expression.

"Now, Lisa," he began, "tell me how you've been feeling since the last time I saw you." Briefly, she described a couple of minor illnesses, her new exercise routine, and her vitamin regimen.

"It sounds like you're doing a great job taking care of yourself." Dr. Stapp concluded. "And how is the rest of your family?"

"My husband's doing great," she reported, "just busy at work as usual. Kevin is here with me, "she continued. "We're going to do some shopping for school when my appointment is done. He's been feeling well too."

"Your son is out in the waiting room?" Dr. Stapp questioned. "He's a senior this year, isn't he? Is he still interested in becoming a doctor?"

"Yes," Lisa answered proudly. "We've taken him to several schools that offer pre-med programs. Kevin still has his heart set on being a physician."

"I'd like to have him come back here for a few minutes, Lisa.

I want to offer him some ideas about choosing a college. Would you mind? I promise it won't take long." Dr. Stapp looked at her for approval.

"Of course," Lisa acquiesced. "Any suggestions from you would be very much appreciated." The doctor picked up the phone and asked his nurse to send Kevin back to the exam room.

Looking quite nervous as he opened the door, Kevin entered the small room.

"Is everything okay?" He asked.

"Everything is fine, Kevin," Dr. Stapp said calmly. "Your mom told me you want to be a doctor, and I thought I could give you some suggestions about choosing a college based on my own experiences. Why don't you sit down over here by your mom."

After briefly discussing his own educational experiences, Dr. Stapp asked Kevin whether he'd done any job shadows or observations in the medical field.

"I think those kinds of experiences are imperative when choosing a career," Dr. Stapp explained. "How can you know for sure what you want to do, unless you've had some first hand experience?"

"I expect that's very true, Dr. Stapp," Lisa concurred. "Could you set up something like that for Kevin here at the clinic?"

Kevin watched the two adults intently, obviously interested in the idea.

"Of course I will," the doctor agreed. "In fact, we could start today, if both of you agree."

Seeing Kevin's excited expression, Lisa quickly looked back to Dr. Stapp.

"What do you mean, 'start today' doctor?" She questioned.

"Let me explain," he said, a wise tone entering his voice. "I think Kevin will feel more comfortable for his first observation experience to be with someone he knows well. He will feel much less embarrassed, and will certainly gain more from the experience. And, since you're his mother, Lisa, I'm sure you will also feel more comfortable having him in here during your exam than would another woman who doesn't know him." The doctor continued quickly, "I know this is a little unconventional, but if you'll think about it, it makes perfect sense."

Trying to hide her surprise, Lisa nodded. "I suppose it does make sense, Dr. Stapp. Although I have to admit I'm a little uncomfortable with the idea. But I suppose if Kevin would feel more comfortable with me, then it would be okay." She looked at her son questioningly.

Kevin's blush showed his embarrassment with the topic, but a quick nod from him told the adults he was in favor of the idea.

"Okay then, let's get started." Dr. Stapp said with authority. "The first step in an examination, Kevin, is to talk frankly and intimately with the patient about any concerns or questions they may have. Your mother and I had this talk before we called you in here, and because I've been her doctor for a couple of years now, I'm familiar with her medical background, so a lengthy discussion is not in order today."

Dr. Stapp turned on the stool and began getting the supplies needed for the examination out of the drawer. Lisa watched nervously as he removed a speculum, exam glove, and lubricating gel from a drawer.

"Now Lisa, Kevin and I will step out of the room while you undress. Please tie this short top around your neck to cover your breasts, and wrap the larger sheet around your waist.

Then sit on the end of the exam table and we'll be back in a few minutes. Come on Kevin, let's give your mom some privacy." Dr. Stapp winked at Kevin as the young man stood and followed him from the room.

Lisa's heart was racing as she unbuttoned her navy suit jacket and slipped it off. Her lacy, low-cut bra followed, and the chilly air in the exam room made her large, brown nipples harden. A glance in the mirror showed that her firm, c-cup breasts were still nicely shaped. Her husband liked her to go without a bra around the house, and sometimes she did. But she'd noticed lately that Kevin took a little too much interest, so she had refrained from going braless in front of him. She would never admit it to anyone, but seeing Kevin stare at her breasts, naked beneath her t-shirt, had caused a quickening in Lisa's belly, a warmth between her legs, that she felt very uncomfortable with. She quickly looked away from her image in the mirror and slipped out of her skirt and pantyhose, then tied the thin cotton apron around her neck and wrapped the matching sheet around her waist before climbing onto the exam table to wait.

Lisa struggled to calm her breathing and hide her nervousness about what was to come. She wanted Kevin to feel comfortable in his first medical observation experience. Secretly though, if she was honest with herself, Lisa knew that a large part of her nervousness stemmed from a fear of her own arousal. Would she become excited like she had during previous exams? Would Dr. Stapp notice again, and worst of all, would Kevin? She was afraid that having Kevin there might make it worse, based on her reaction to him at home, to his staring at her breasts and nipples whenever she went without a bra, Lisa began to think that perhaps the observation thing wasn't such a good idea after all. Just as she was trying to think of a plausible excuse for changing her mind, she heard a tap on the door and Dr. Stapp stuck his head in, smiling.

"Good, your ready." He observed. "Come on Kevin, your Mom's ready for her check-up" The two men entered the room, and any thought of making excuses flew out the window. Lisa knew there was no way to get out of it now, at least not without appearing silly, and that was something she wanted to avoid at all costs. She would just have to control herself. Resigning herself to the situation, Lisa resolved to feel nothing.

"I am ready." She said with a confidence that she didn't feel. She hoped that they couldn't detect the falseness of it in her voice.

"First of all, Kevin, we'll stand here at the end of the exam table in front of the patient. This position is best for listening to the heart and lungs, then checking the ears, eyes and throat." Dr. Stapp proceeded to use his stethoscope on her chest and back, listening intently, then handed the instrument to Kevin, and directed him in its use. After they had both thoroughly listened, then looked into her ears, eyes, and mouth, Dr. Stapp stepped back.

"Now, Kevin, we proceed to the breast exam." Lisa felt her heart jump, and struggled to appear calm. She noticed Kevin was already focused on her barely covered chest. "Lisa, please lift your covering and we'll begin."

Lisa felt herself blushing as she grasped the hem of the top in her hands and lifted it above her breasts. Holding it there, she looked down to see her nipples puckering.

"Observe closely, Kevin," Dr. Stapp instructed. "Did you see the way her nipples went from soft and somewhat flat to being stiff and pointy? That can be caused by many things; coldness, arousal, or pain to name just a few. The first part of a breast exam involves observing the breasts for symmetry." Using his finger, Dr. Stapp lightly traced the shape of each breast, and then directed Kevin to do the same. "Your mother has nice, evenly shaped breasts," he observed. Lisa sat quietly, her eyes following each man's fingers as they touched her skin gently. Her nipples remained very erect.