Chapter 1

Michael McKaye and I met in kindergarten, and had been friends ever since. His mother, Sheila had always seemed very pretty to me. We spent all our time together at each others house. I never thought of her in a sexual way, she was always Mike's mother. When we were about thirteen years old that changed. Mike found her portfolio and we began to look through it. As with most boys that age women wearing nothing but their underwear was a turn on. In her portfolio were many pictures of her wearing sexy lingerie. It fueled many jerk off fantasies for me.

Whenever I came to Mike's house I would stare at his mother like a lovesick puppy. I think Mrs. McKaye knew it. She seemed to be a little careless when she got up while wearing a skirt, or have an extra button undone when I was there. I think she thought it was cute that I was so attracted to her. She had fun teasing a young teenager, and fueling his fantasies. The one day Mike told me his parents were getting a divorce and his dad moved out. The following Saturday I went over to his house and Mrs. McKaye answered the door; she was wearing shorts and a halter.

"Come in Billy. I guess Michael didn't tell you that he is going to be at his father's place this weekend."

She sat me down and explained to me that Mike would be at his father's house every other weekend. As she did this she leaned forward, and I was able to see deep into her cleavage. I popped a boner, and was hoping she wouldn't notice. I saw her glance down and start to blush.

"I'm sorry Mrs. McKaye."

"Don't be Billy, I am flattered, and it's perfectly natural for a young man to get excited."

"What were you and Mike going to do today?"

"We were going to the park swimming pool; I have my trunks in my backpack."

"Sounds like fun. I'm very lonely here alone. Could I go with you since we both miss Mike?"

"Sure Mrs. McKaye"

"Don't call me Mrs. McKaye; if we are friends call me Sheila."

"Let me go put on a bathing suit. A real sexy one in case there are any single men there."

In about 19 minutes she came back, she was wearing a long tee shirt over her bathing suit. I tried to see what it looked like but could not. She handed me a bag to carry and told me she had prepared lunch for us. Then she took my hand and we walked hand in hand towards the park.

I laid out the large blanket that Mike and I shared and removed my shirt. I then went to the locker room to change. Sheila waited until I returned and then she removed her tee shirt, revealing a skimpy white bikini. I don't know if she intended it or not but the shadow of her dark aureoles could be seen through her top. She saw me stare and giggled.

"Down boy this is for grownups, look if you want but no more. I haven't been out in the sun all year would you put some lotion on my back."

"Sure Mrs. Uh Sheila"

She handed me the lotion and lay upon her stomach. I drizzled a little on her back and tentatively began to rub it in.

"I won't break."

I began to rub it in more firmly. I could not believe how good it felt to touch her skin. Before I wanted it to end I had finished her back. She groaned, and told me how good it felt and asked me if I minded doing her legs. I promptly began doing her legs touching and massaging them, all the way up to the edge of her swimsuit. She then sat up and did her front.

"Lie on your stomach and I will do your back"

I couldn't believe she was going to do this I had only seen mothers do this to their children and teenage girls do this to their boyfriends. Her hands were soft and sexy. They slid over my body caressing my back and shoulders then my legs. I was so proud to have this sexy woman doing this for me.

"Roll over I am going to do your front now"

"No that's OK."

"Don't worry I know what's probably happened I won't be angry"

I rolled over and she began to massage my chest glancing down at my crotch, and grinning. She didn't say anything just kept rubbing the oil into me. When she finished, Sheila laid down on her back next to me. She closed her eyes and began to sunbathe. We turned on our stomachs and tanned our backs while talking to each other. A short while later we were both very hot and I said I wanted to go into the pool.

"I'll go with you but I am afraid of the water, you have to stay close, please"

"Sure, Sheila no problem."

We walked into the water holding hands, until the water was up to our necks. The Sheila slipped and I grabbed her to keep her from falling and her breasts pressed against my chest. She was so terrified that she did not let go of me for a few minutes. I am sure she could have felt my erection against her belly if she hadn't been so terrified. A short time later she led me from the pool and we ate the sandwiches she had prepared. Then we reapplied the suntan lotion to each and we lay down to bake some more.

As it came towards evening, we walked home together and she thanked me for the wonderful day together. She told me that I had been a perfect date, and gave me a quick kiss on the lips. Nothing sexy just a thank you kiss but to me it was a wet dream in the making. Two weeks later my parents had to go out of town for the weekend. Mike asked his mom if I could stay with him for the weekend (his weekend with his mom) and she said yes. Friday night I went to his house and the 3 of us had dinner. Sheila seemed to be teasing me more than she ever had then she told us to get ready for bed. When mike and I were in our pajamas the phone rang. It was his father. A family function had come up suddenly, a cousin had gotten engaged and he had to go this weekend. So early the next morning, Mike left the house. Now Sheila and I would be alone for the weekend. I was depressed as Mike and I had planned the whole weekend. We were supposed to go to a party at Sandra's house (Sandra was his girlfriend). I was only invited because Mike was coming so I couldn't go. Sheila asked me what was wrong and I explained it to her. She grinned and asked what they did at the party that we couldn't do. I told her they played spin the bottle and seven minutes in heaven. She smiled and said we could do that.

"I have done that when I was a teenager it should be fun. And don't tell me you wouldn't like to do it with me. I have seen the way you look at me, and how hard you get. Would you play with me if I let you do whatever those teenage girls let you do? I'll even dress like they do at the party miniskirt and blouse. Should I go braless? I'll decide that. It will be your surprise"

With that she left the room and went upstairs. Looking over her shoulder, she said.

"The party is at 7:30 tonight I don't think there will be any chaperones. Do you want to go to the mall with me to get an outfit."