Mary Daniels walked out of her bedroom and down stairs into the kitchen where her friend of more then thirty years was drinking coffee before she left for her job as a receptionist for Century22 Real Estate.

"Good morning Mary. You look nice this morning." Paula Williams said.

"Why thank you Paula. Is there more coffee?"

Mary was a 50 year old widow who's son Jeff, a college freshman, would be home for summer vacation that afternoon. Paula the 49 year old divorcee had been Mary's roommate in college and when her husband divorced her last year she was forced to move in with Mary until she could find a job and get back on her feet. Eventually she obtained the position at the real estate office but Mary and Paula were so comfortable with each other, and lonely too, that she just stayed on.

Paula poured a cup of coffee for Mary then sat back down at the kitchen table. "Jeff is due home today isn't he?"

"Yes, yes he is, around noon I would think. Look Paula I have to get out of here and down to the hospital before my boss blows a gasket. I'll see you tonight."

"OK. I've got to go soon myself. Look Mary, do you want me to move my clothes out of your room and into the guest bedroom?"

"No I don't think that will be necessary, just move enough stuff so that Jeff thinks that you've been staying in there. Have a good day honey"

"You too sweetie." Mary kissed Paula on the cheek and went out through the kitchen door into the garage and drove off to work.

Jeff arrived home just after noon and when he drove up to the house the garage was empty just as he had expected it to be. He knew that Mrs. Williams had moved in with his mother but that she had recently secured a job with a real estate company so he expected to have the house to himself until his mother and Mrs. Williams came home that evening.

He put his bags into his bedroom, stripped out of his clothes and put on his Speedo bathing suit and headed down to the kitchen and made himself a sandwich. After he finished off his sandwich he grabbed two beers and walked out the back door to the pool area. He set the beers down on a table and dove into the pool and began swimming laps. About thirty minutes later he finished his last lap, pulled himself up on the side of the pool and sat there thinking about how nice it was to be home again.

Paula left the real estate office just after one o'clock and headed back home. The day had been very slow and her boss told her to pack it in and take the afternoon off and she actually appreciated having an afternoon to herself. As she drove into the driveway she noticed Jeff's car parked in the garage and for the first time since breakfast she remembered that Jeff was due home from college. She parked the car and thought about Mary's son. She had watched him grow up from a baby into a virile young man and in some sort of way she was as proud of his accomplishments as was his mother.

She got out of her car and walked into the kitchen. "Jeff! Jeff are you here?" She called his name as she walked though the kitchen and upstairs. When she walked by his room and saw his bags but there was no sign of him. She walked into Mary's bedroom and kicked off her shoes then unbuttoned her blouse and hung it in the closet. She unzipped her skirt and slipped it down her legs and hung it with her blouse then, wearing only her panties and bra she walked into the bathroom. She sat down and peed, wiped herself and walked back into the bedroom. She glanced out the second story bedroom window and saw Jeff lying on a lounge chair by the pool wearing a pair of sunglasses and nothing else. He was slowly stroking his cock with one hand and playing with his balls with the other.

Paula was mesmerized by the sight in front of her eyes. There was her best friend and lover's son sitting in the back yard stroking what had to be an eight inch cock. As a competitive swimmer his body was totally hairless and even from that distance she could see the wrinkles in his ball sack and the dark line that formed the ridge of his cock. As she watched him continuing to stroke himself she involuntarily moved one hand to her breast and the other to her pussy and began to masturbate herself in time to his strokes. Then he came!

She watched as first one then two more massive spurts of cum shot up into the air and landed on Jeff's chest and stomach. His cock shrank in his fingers and he took the towel and wiped off his hand then looked up at the window. Oh my God, he's seen me she thought to herself. Oh Christ now what? She moved away from the window and found a pair of sweat pants and a t-shirt and put them on then quickly went downstairs and into the kitchen.

Jeff walked in the back door and into the kitchen. "Oh, hello Mrs. Williams, how are you?"

"Uh, I'm fine Jeff. Nice to have you home." She walked over to the nineteen year old and opened her arms for a hug.

Jeff stepped into her arms and hugged her then whispered into her ear, "You really shouldn't be sneaking glimpse of me jacking off, it's not polite."

"Why... I didn't..."

"Yes you did Paula, I saw you standing in the window playing with yourself while you watched me, and so there is no reason to lie about it."

"Oh Jeff I'm sorry. I was changing clothes and when I looked out the window I saw..."

"Actually it was very sexy, I mean knowing that someone was watching me jack off made me even harder. You enjoyed it too, didn't you?"

"Well I guess... I mean I was just..."

Jeff stepped forward and Paula backed up until her butt was touching the kitchen countertop. Jeff put an arm on either side of the older woman trapping her between his arms and the countertop. His face was almost touching hers and they were so close that Jeff could smell her sexual aroma. "God," he whispered into her ear, "you were so sexy standing in the window with a finger sunk in you pussy and a hand under your bra playing with you nipple."

"Jeff I don't think that you should be taking to me this way, I mean..."

"Why not Paula? After all we have 'almost' been sexual partners. So what is wrong with me talking to you about it?"

"Well I am old enough to be your mother for one thing and speaking of that I am your mother's best friend, that's why."

"Hummm, well it doesn't seem fair to me. I mean you've seen all of me but I haven't had the chance to see anything but your bra and panties. Come on Paula, show me your body."

"I can't do that Jeff, it just isn't right!"

Jeff kissed her on the lips, not a sexual kiss but more of a welcome home kiss. Then his lips moved to her ear and then down to her neck. He could feel her getting excited as she tried to squirm away.

"Please Jeff don't do this."

"Oh you like it Paula I know you do. Did I ever tell you that you have been a fantasy of mine since I was twelve years old?"

"What? What do you mean a fantasy of yours?"

"I used to watch you when you and mom got together with dad and your husband and I thought you were the sexiest woman I had ever seen. When I first learned how to masturbate it was to the thoughts of your body, it was your breasts that made me hard and that I jacked off to." His kisses resumed on her neck and his hand dropped to her breast and began to massage it through her t-shirt.

"Please stop it Jeff, this isn't right and what if your mother walked in, what would she think?"

"Mom won't be home for hours and I don't care what she thinks. Maybe when she sees what a great cock I have she will want to join us."