I can remember the first time I fell in love vividly. Her name was Carol. She lived next door to us. The problem was she was older and married. Her son was two years behind me in school.

I was an average kid from an average family. I played on the Blackwater Cove High football team. I wasn't the best athlete or the worst. My grades in school were routinely in the B area. I'm average height with an average build. My mother was a nurse and my dad worked for the local cable company. The point being that there was nothing that really stood out about me.

That is, until Carol Jordan became involved in my life. It all started one night during my junior year in high school. I was sitting in my bedroom which was on the second floor of our house, studying. My desk sat in front of a window, looking out. It just happened to be looking across to the Jordans' bedroom.

I had never given it any thought until that night. I was doing more day dreaming than studying, just staring out the window. Movement caught my eye and when I looked it was Mrs. Jordan. The thing was, her curtains were open and she was walking around her room wearing a flimsy baby doll nightie.

I was instantly enthralled. Never had I seen anyone looking so sexy outside of pictures. I doubt Carol ever knew just how much she helped my studies. After that night I was at my desk every evening before bed, hoping to catch a glimpse of her.

Many nights I went to bed unrewarded. I would catch the sight of her walking around in some kind of lingerie or in her bra and panties often enough to keep me watching, though. Once I even saw her in just these tiny pair of panties with no bra on at all. These glimpses were fuel for teen imagination. Carol had become the focal point of my night time fantasies.

I even had favorite nighties I would hope to see her wearing. I also learned that her husband was out of town on business often. It was on these nights I would see her. The nights when he was home pretty much came up empty.

Then came the night when things began to change. I was at my desk as usual, hoping to see her in something skimpy. Maybe wearing nothing if I were lucky. Then there she was. A flash of her pixie cut blonde hair out of the corner of my eye was my cue that she was in her room.

I looked over more closely and was instantly rewarded. On this night she was wearing a little t-shirt and these very sexy blue, lacy panties. These panties only covered the cheeks of her well shaped ass half way. Every time she turned around I was treated to the sight of them.

As always, my erection was instantaneous. When Carol was facing more towards her window I could see her flat belly, and her shapely legs. I was more than tempted to get some binoculars. Fortunately our houses were close enough that my view was good enough to see most everything.

I was lost in fantasy, staring at her belly button and the area where I knew her pussy was covered by a thin layer of silky material when something struck my brain as wrong. I snapped out of my fantasizing to realize Carol wasn't moving around. She was in fact standing at her window.

"Fuck!" I thought to myself as I realized she was looking back at me.

I bent my head to my school work quickly but I knew inside she had seen me watching her. Without looking up I noticed a difference in the lighting and I knew she had shut off her light. I just knew that the next day I was going to catch hell from my parents for being some kind of pervert. I began trying to work out a plausible explanation in my mind.

The next day was a nervous one for me. I went through the day dreading what was probably going to happen that night. Dinner came and went with nothing said, however. Later when I was in my room I held my breath every time the phone would ring. I didn't venture near my window. The night came and went with nothing being said though. I started to breathe a little easier. Maybe she hadn't seen me after all but I couldn't see anyway that she wouldn't have.

The next night, after nothing had still been said about my peeping, my courage began to work itself back up to its previous level. I was back at my desk hoping to see what would happen. This time I kept my overhead light off and just used a desk lamp. I hoped that with less light on it would be harder for Carol to see if I were watching again.

I was actually a little surprised when I saw the bedroom light come on across the way. Carol walked in and I was certain I saw her glance my way. I was a little disappointed to see that she was wearing a pretty sun dress. I was positively shocked when I saw her walk to the middle of her room and stop.

Carol reached behind her and pulled down the zipper on the back of her dress. She seemed to be in no hurry as she stripped out of her dress. I was completely transfixed by the scene before me. Standing now in just her bra and panties it looked as if she were swaying to music I could hear.

This went on for a couple of minutes and without a doubt she actually moved closer to the window. Carol casually turned her back to me and bent over to pick up her dress off of the floor. I groaned to myself when I saw this. Then just as casually she walked off out of my sight for a moment then back again. She walked over to the other side of the room and with what seemed like one more glance back in my direction she shut her light off. My show was over for the night but I had a wonderful fantasy to masturbate to.

The next three nights Mr. Jordan was home so I didn't get a show. On Monday night however, he was gone again. I was at my spot at my desk again eagerly hoping for another peek like that last one.

I wasn't disappointed either. This night Carol came in wearing a pair of jeans and a t-shirt. Again she stopped in the middle of the room and seemed to be slightly moving to some kind of music.

She peeled her shirt off over her head. Like the last time she seemed to be moving slowly and with deliberation. Next she wiggled out of her jeans. There was my fantasy standing in the middle of her room in just panties and a bra again.

Carol surprised me further this night. Slowly turning in a circle I saw her hands go to the clasp at the front of her bra. Next thing I knew it was off and I was looking at her bare back.

She slowly turned around facing me. I had an unobstructed view of her bare breasts. The urge to pull my dick out and start beating off right then was incredible. Her tits weren't overly large but were shapely peaches with cute pink nipples that sat on her chest.

To my delight Carol continued moving and had worked her way closer to her window. Just like last time she continued for a couple minutes then she casually picked her clothes up and took them to another part of her room. This time she didn't just walk over and turn off her light. She left her room instead.

I sat still watching, waiting to see what would happen next. About thirty minutes later Carol walked back in with a towel wrapped around her body. She obviously had just gotten out of the shower. Now she did turn off her light but not before a look in my direction.

The thought that Carol knew very well that I was watching and was intentionally giving me a show entered my mind. I didn't think that was very likely but it was a nice fantasy.

Things continued like that for a couple months. I noticed that Carol slowly increased the amount of time she paraded around her room half naked. I was becoming obsessed with my fantasies of her. Finally one night one of my greatest wishes came true. Carol walked into her room after a shower and standing the she dropped her towel. I gasped as I caught sight of her patch of blonde pubic hair nestled above her pelvis. When she turned and picked up her towel I almost shot my load. Without a doubt, this was the sexiest woman I knew. I thought things were as good as they get. I was wrong.

My 17^th birthday rolled around and I planned to have a few friends and family over. We were going to grill out then just hang around to play some games and listen to music.

Even though I didn't hang out with the Jordan kid much my mother thought it would be good to invite him anyway. I knew his parents and mine got together on occasion so I went along with it. As it turns out my mother invited all to come over for the grill out. When I found this out my nerves started running at double time.

Saturday came and I waited uneasily for everyone to arrive. As the day went on and nothing tragic or embarrassing happen I relaxed more and more. There was a couple of time when I thought I saw Carol shoot a look my way and my heart would skip a beat. It wouldn't take my friends long to have my mind off of it though.

As it progressed into the evening and most everyone was getting ready to leave except for my friends who were staying the night I had completely relaxed. It was when I was stowing dad's gas grill in the garage that I felt a presence behind me. Turning around I nearly fell over when I found myself face to face with the object of so many of my fantasies.

She was dressed simply, wearing jeans, a blue blouse and tennis shoes. Still she looked incredible. Her green eyes sparkled at me. Generally I had always admired long hair on girls but her pixie hair cut suited her pretty face. It gave her a carefree, girlish look.

She looked years less than her true age. Not everyone could pull off that look but Carol was one of those. She looked as if she still belonged in a cheerleader outfit. The jeans she wore accentuated her long legs and narrow hips. I hadn't realized until then that she was as tall as I was, almost six feet. She stood there looking at me for a moment, and then she moved closer.

"I hadn't realized how tall you are." She said to me with a smile.

"I just thought the same thing about you." I replied with a nervous chuckle.

Carol stepped even closer so that she was barely inches from my face. My breath caught in my throat and I thought my heart was about to explode from my chest. She leaned closer to me; her mouth was almost brushing my ear.

"Have you liked watching me?" She whispered in my ear.

I almost jumped out of my skin. Partly from the words she had just said to me and partly because her warm breath moving over my ear sent a jolt of tingling through my face. It felt as if my ear was about to burst into flames.

"I ummm, well, I..." I stammered, unable to find any words.

Carol lightly laughed in my ear. It was a whispery laugh that sent a new round of tingling through my face. The burning heat in my ear began to spread across my face.

"Well" She asked softly.

"I'm sorry Mrs. Jordan. I didn't mean... I mean..." I still struggled to find the right words. Again I felt more than heard her whispery laugh.

"It's alright. Our little secret, tiger." she whispered to me.

I found the courage to turn my face towards her so that I could see if she was serious, if she was laughing at me, or having fun at my expense. Her green eyes still sparkled at me. I saw nothing but sweetness in her smile, not a trace of sarcasm or teasing.

"It's natural for a young man your age and to be honest, I don't really mind. It makes me feel young and sexy again. Like I said our little secret." Carol said to me.

"But you are." I managed to say.

"Do you know how old I am?" She asked with an amused look. "I'm twenty years older than you are."

"You can't tell it." I replied off handedly. I quickly looked at her to make certain I hadn't just said something wrong. Carol smiled at me and I could see something mischievous in her smile.

"That's sweet. Maybe next time we can give you more to watch." She said, whispering in my ear again.

Lightly her hips touched the corner of my mouth in a small kiss. Then before I could respond in any way she was gone. I stood dumbfounded, our conversation running over and over in my head. I attempted to find any way that I might have misunderstood what had just happened but I found nothing. The rest of the night nothing could completely take my mind off of Carol and our conversation. Not even talk of summer plans with school less than six weeks away from wrapping up for the year.

Monday night came and I almost didn't take up my vigil at my desk. Curiosity got the better of me though and soon there I was, watching and waiting. I didn't wait for long before I saw Carol come in.

Tonight she was wearing a silky robe. She started swaying to the music I couldn't hear. As I sat there watching she dropped the robe. Underneath she was wearing a slinky little baby doll nightie. My erection was straining for release from its confinement.

As she swayed to the unheard music Carol removed the top of her nightie. Again I was treated to the sight of her sexy little breasts. As she moved, her hands went to her tits. She began rubbing and massaging them. Now I was in complete agony.

Her hands slid down to her hips. Carol pushed her panties down her smooth legs and stepped out of them. I thought to myself that I could stare at her naked body forever and not get tired of it.

One of her hands moved down between her legs. I watched bug eyed as she touched her pussy. I could see her playing with it, touching and rubbing it. This was more than I could stand. Almost involuntarily I slid my hard cock out of my jeans and started stroking it. Never had I thought something could turn me on so much.

Carol continued swaying to the music while she fingered her pussy. Her other hand slid back to her breasts. I could see her playing with her hard little pink nipples. I groaned inwardly at the sight.

Carol started moving faster. Her hips moved back and forth as if she were having sex with someone. I was stroking my own cock harder. I never took my eyes off this sexy woman playing with herself.

I suddenly felt my hot semen shooting out in spurts all over my hand and jeans. I was sweaty and breathing hard. Quickly I took off my shirt to clean myself up with. I made a mental note to bury these clothes deep in the dirty clothes to be washed.

Carol continued fingering herself. The she stood motionless on her tip toes. Her eyes were shut tight. She stood still, just holding herself. After a few moments she picked up her discarded clothes and placed them somewhere in her room. She walked over to turn off her light but before she did she looked my way and blew me a kiss. I couldn't help but smile to myself. I let out a deep sigh and headed for bed myself.

The next morning as I was heading for school Carol was standing in her doorway. She motioned for me to come over. Her green eyes twinkled as I approached.

"Call me tonight after everyone is asleep, tiger." She said to me in hushed tones. She also slipped a piece of paper into my hand.

I nodded my head and smile at her. Carol winked at me and blew me a kiss again as she shut her door. I looked at the paper in my hand. It simply had a phone number on it, nothing else was written. The day could go by fast enough to suit me.

That night as I sat watching, Carol walked into her room. She sat down on the edge of her bed. She was wearing a terry cloth bath robe tonight. I swallowed hard and picked up the handset to the phone in my room. I dialed the number I had been given. I saw Carol pick up her phone and a split second later I heard her cute voice saying hello there.

"Did you like what you saw last night?" She asked me.

"Yes."

"Would you do something for me?" She asked as she got up and walked closer to her window.

"Sure. What would you like?" I asked nervously.

"Let me see you." She said softly.

"You mean take my clothes off?" I asked in a shaky voice.

"Yes. But you'll need more light on. Would you do that for me?"

"Yes." I answered after a hard swallow.

I was nervous as hell but how could I say no? There was a part of me that wanted to please her, to make her happy. I turned on my over head light and set my receiver down on my desk. Never had I been as self conscious as when I stripped out of my clothes.

Carol smiled at me and I heard her say thank you through the phone. I was a bit puzzled by her next move but she pulled a chair over in front of the window. She untied the sash at her waist and let her robe drop to the floor. She was naked underneath.

She sat down in the chair and I could see her start to touch herself again. Her hand was slowly massaging her pussy. I wondered what it would be like to be able to touch her myself. In spite of being self conscious I could feel my erection growing.

"You look nice. You're a sexy young man." She said into the phone as she played with herself.

I picked the receiver back up. "Thank you." I murmured. I could feel myself blushing furiously.

I could see carol lick her lips and hear her panting breath in the phone. She reached down next to the chair and picked something up. I couldn't tell what it was at first. To my amazement it turned out to be a vibrator. It wasn't the first time I had seen one. I had accidentally come across one in some of my parents' things once.

I watched as she draped her legs over the arms of the chair, giving me a good view of her open pussy. She began to rub the vibrator against herself. I could hear her moaning over the phone. My cock was positively throbbing now, just begging for attention.

"Mmmmmmmmm!" I heard her moan as she slid the vibrator into her pussy.

She began stroking herself with it as though she were fucking it. Her hips were moving in time with her hands. The sexual pressure in my body was building up to critical mass. I was in a delirium watching her masturbate. There was something so primal about it.

"It's ok if you want to touch yourself." Carol said over the phone in a breathless voice.

Almost as if I were in a trance my hand went to my engorged cock. My self consciousness forgotten, I began stroking my hard member as I watched Carol stroking her pussy.

Watching her movements I imagined I could see every flex her muscles made. In my minds eye I could see every nuance of her naked body. I thought about what it would be like to have my cock in her instead of the vibrator she was using. I wondered what it was she was thinking about. Could she be fantasizing about the same thing?

I was lost in my fantasy but my mind still took in the vision of her playing with herself. In my fantasy I was furiously pounding her wet pussy with my cock and she loved it. At the same time I couldn't tear my eyes away from her. To add to it, I could hear her moans and panting breath over the phone. I imagined she could hear me also but I no longer cared.

Again my orgasm took me by surprise. I was so lost in my fantasy. Suddenly I felt hot, sticky fluid gush over my hand. I looked down to see ropy strings of semen between my fingers. I could also see the spots on my carpet where my cum had shot.