Marla Ward is the woman I have lusted for the last three years, although I have known her all my life. Marla and my mom weree roommates at college both of whom married their college sweethearts, settled back in their hometown and both had their only child two weeks apart. Susan, my mom, delivered me on September 19^th and Marla delivered Jane on October first. Jane or Janie as she prefers to be called and I have been best friends ever since I can remember. She was your typical tom-boy until she turned 15 last year, then, seemingly overnight she became a woman. Her butt became more defined, her breasts grew over the summer to a 34C and she quit wearing only jeans and t-shirts and started wearing blouses and skirts. She was a beautiful young woman and my best friend but it was her mother I lusted after.

Being sixteen and full of teenage hormones that are mostly out of control I masturbate at least twice a day and it is mostly Marla that I thinking about when I jack off. She is a tall woman with a blonde bobbed haircut that falls just to her shoulders. She has long legs and a nice ass, but it is her breasts that I fell in love with. I don't know how big they are, but they are bigger than Janie's and her nipples seem to stick out a lot.

I have never seen Marla nude or anywhere near it, but I have seen her in a bikini at her pool. Once when I was over for lunch she bent over and I could see down her blouse to her bra. No skin, but all bra. I masturbated for weeks with that image in my mind.

Jamie and I have talked a lot about sex over the years and even experimented with each other. We were five when we played 'show me yours and I'll show you mine.' We were eleven when we played doctor. When we were thirteen we examined each other private parts intensely. She told me what the different parts of her body were called and what they were for and I reciprocated. Now as young adults we just talk about sex in general, you know, who is doing who and who we would like to be partners with. Typical teenage stuff. I never shared with Janie my desires for her mom; I figured that was best left alone.

Five weeks ago, on Sunday, all of that changed. I dropped by Janie's just after nine in the morning to see if she wanted to go to the movies that afternoon. When I rang the bell it was Marla that opened the door still wearing her housecoat.

"Oh, hi Ken, what's up?"

"I was just coming by to see Jamie."

"I'm sorry Ken; she's at a girlfriend's house for the weekend."

"That's OK Mrs. W; I'll catch her later, thanks."

"Wait a minute Ken."

I turned around and looked at her. "Yes?"

"I know you're good with computers and mine is acting up lately. Would you take a look at it for me, please?"

"Sure, be glad to. What seems to be the problem?"

"Well, it keeps slowing down and then it freezes. Each time I have to restart the computer I loose all my data."

"Well let's have a look at it." Marla led me down the hall and into her master bedroom. The computer was set up on a desk in the corner of the room next to the door to the bathroom. I sat down and booted up the computer.

"Look honey, I'm going back to the kitchen and finish the dishes, you just go ahead and work. If you need anything, yell."

"Uh, OK sure." Marla left the room and I began working on the computer. It was about five minutes later that I needed to take a leak so I got up and went into the bathroom. It was a little messy and next to the sink was a pile of clothes, pants, blouse, bra and panties. I could only assume that Marla left them there last night as she changed into her night clothes. I reached down and picked up her panties and held them to my nose. They had a faint smell that I couldn't place, somewhat pungent but not abhorrent by any means. I looked at the inside and saw a trace of light yellow in the center of the panties pad and realized it must be some juices that had leaked out from her pussy. I didn't know what it was but it didn't smell like piss to me.

"Ken? Where are you?"

Christ, she was in the bedroom. "Ah, I'm in the bathroom, I'll be right there." Instead of dropping her panties back on the pile I shoved them down the front of my pants so they would be next to my cock. I walked back into the bedroom.

"Did you find the problem?"

"Uh, not yet. I needed to go to the bathroom."

"OK honey, you keep trying, I need to clean up."

I watched her as she walked into the bathroom and closed the door. I heard her turn on the shower and could imagine what she looked like, standing naked in the shower, water cascading down her shoulders and dripping off her breasts. There was only a door separating me from my dreams. I decided that I was going to open that door and look in. I gathered my courage, got up and walked to the door. By the time I got the four steps to the door I knew it was a bad idea and that I shouldn't do it, but I turned the knob anyway. Slowly, ever so slowly I turned the handle. My palms were sweating and my hands trembled with nervousness. I could still hear the water running and I was going to look in, I only hoped she was actually IN the shower, not letting the water warm up. The door moved a crack, an inch then a foot. I stuck my head around the door and looked. Marla was in the glass enclosed shower but the glass was so steamed up I could only see her outline, but what an outline it was. Her breasts stood out proudly from her body. Her legs were apart and her head was thrown back as the water ran down her chest and off her torso. She shut off the water, open the door and reached out for her towel. I closed the door and went back to the computer.

By the time she emerged from the bathroom I knew what the problem was with her computer. She had on a pair of jeans and a t-shirt. Her hair was still wet and plastered to her head but she looked beautiful.

"Well, what the diagnosis doctor?"

"Ah, actually you just need some more memory. If you like I can get some over at BestBuy and install it for you."

"Oh Ken, that would be great. Let me get you some money. How much do..."

"Actually Mrs. W why not let me buy it and then you can repay me, OK?"

"Sure, I guess that's OK."

"Well, I have to run. I'll get the chip and be back, probably Monday after school. Is that OK?"

"That's fine Ken. I really appreciate your help."

I left the Ward house with a hard on and a pair of panties. When I got home mom and dad were still at church so I went into my bedroom and jacked off with Marla's pants on my face. It was the best cum I had ever had.

School was out at three on Monday. I went to BestBuy and picked up a memory card and walked over to the Ward house. I rang the doorbell but no one answered. I rang again still no one answered. I decided to look out back in case Marla was in the pool, but there wasn't anyone back there either. I was just ready to leave when Marla drove up and parked.

"Oh gosh Ken, I completely forgot about the computer. I hope I haven't inconvenienced you."

"No, not at all."

"Well let's get started then."

I went into her room and opened up the back panel on the computer and added the memory card. I closed it up and booted up the computer. It was just warming up when Marla poked her head in the room.

"Ken? Would you like a coke or something?"

"Yea, a coke would be fine." She left and I started running diagnostics on the computer. Everything seemed to be fine so I tried a couple of programs to see how they would react with the added memory when I saw a familiar site, Storiesonline.com. Wow, was Marla reading stories or maybe it was Janie or her dad. I opened up the program and it went past the log-in page direct to the user page. I could see that whoever was reading stories they had several bookmarked. I was just about to open that section up when Marla came back into the room.

"Here's your coke."

"Uh, thanks Mrs. W."

"So, how is the computer working?"

"Well... so far, so good. I am just going to run some diagnostics and then I'll be finished."

The phone rang and Marla left to answer it which gave me some time to open the bookmarked pages. They were all stories about older women and teenage boys. It had to be Marla's bookmark, surly Janie or her dad wouldn't read stories like that, no it had to be Marla's page. I closed the program and turned off the computer. I went out and found Marla in the kitchen starting dinner. "All fixed Mrs. W."

"Oh that's great Ken. How much do I owe you?"

"The memory card was $40.95." She reached into her purse and took out some money.

"Here is fifty, keep the extra for something for you. I rally appreciate you helping me Ken."

For the next few days I tried to figure out what to do with the information I had. Of course the first instinct of a 16 year old was to try and blackmail Marla, but what the hell difference did it make if she read stories, who would care? Then it dawned on me that if she were reading stories about older women and younger men maybe it wasn't so much a fantasy but rather something she would like to try but was afraid of getting caught. After all, if you proposition a teenage boy and scared him off and he tells his folks, well...

It was a couple of days later that I was over at the Ward house for dinner. Mr. Ward was out of town on business and after dinner Janie and I retired down to the basement to play some air hockey. About nine Marla came down the stairs and my eyes almost popped out of my head. She was wearing a set of baby-doll pajamas and her housecoat. The housecoat was open and I could clearly see her breasts swinging as she walked, plus the darkness of her areolas was clearly visible as was what appeared to be wisps of hair in her pubic region.

"Hey you two, I'm tired and headed off to bed, don't stay up too late there is school tomorrow."

"Ok mom, goodnight."

"Goodnight Mrs. W."

We played a couple of more games and then decided to quit. As we walked up from the basement the house was dark and quiet. Janie heard it first but then I heard it too. There was a distinct moaning coming from the master bedroom.

"What's that noise Janie?"

"Shit, I don't know."

"You think your mom is alright? I mean maybe she fell and hurt herself or something."

"Maybe, let's look."

Janie and I walked quietly down the hall and slowly opened the door to Marla's room. To both our surprises Marla was laying on the bed with her fingers buried deep in her pussy. She had her other hand on her breast pinching her nipple and she seemed to be really enjoying herself. Her fingers moved in and out between her pussy lips quickly, every once in a while stopping to flick or rub her clit, then back deep into her folds. We watched mesmerized. Then Marla's hips leapt in the air and she let out a low moan, and then collapsed back onto the bed. We closed the door and walked back out to the living room.

"Oh God Ken, that was the sexiest thing that I have ever seen!"

"Me too. I can't believe your mother masturbates."

"Well, why not, we do."

"OK I guess that's fair. I just didn't expect it that's all."

"Me either. We really shouldn't have invaded her privacy. Good night Ken, see you tomorrow."

"Good night Janie."

The next day I faked a cold and had mom call the school before she left for work. I showered, dressed and started over to Marla's house. I had formulated a plan to try and seduce Marla and I was hoping it would work. Thinking that a 16 year old could seduce a woman of 36 seemed pretty far fetched, but I was going to give it a try anyway. It was ten when I rang the doorbell at the Ward house. Marla opened the door and seemed surprised to see me.

"Oh, Ken. What a surprise. How come you're not in school?"

"I had my mom call me in sick."

"Are you OK honey?"

"Oh sure. I just needed some time to think, that's all. Actually I need some one to talk to and I was thinking that maybe you would... ?"

"Oh Ken, of course. Come on in the kitchen."

We walked in the kitchen and sat down at the table. I looked that Marla. She was beautiful. Her face was glowing and her smile would melt steel.

"Well, what seems to be the problem Ken?"

"Awww, Mrs. W. It's just that... well I... seem too..."

"What Ken?"

"Well, I... don't like girls!"

The look on her face was positively precious. I could see her mind whirling, thinking that I was gay. God, this was great. She got up from her seat, bent down and hugged me.

"Oh honey. It's OK, I understand. It's OK to have different sexual orientations than others do. Don't worry. Tell me about it."

"Well, it started about two years ago... I... uh..."

"You experimented with other boys?"

"Oh gosh now Mrs. W. It's not like that at all. It's older women."

"I'm not sure I know what you mean Ken. What about older women?"