Mom and I were sitting at the dining room table having just finished our dinner and I was trying to argue my side of the issue. "Look mom, I'm 13 and I don't need a babysitter anymore, I can take care of myself just fine!"

"Kenneth, I understand your point of view, honest I do and if I was just going out for the evening I wouldn't mind leaving you alone. I trust you honey, I really do, but I'm going to be gone for two nights and I am just not comfortable with you being in the house all alone."

"Please mom! I mean if something happens I can call you or one of the neighbors but nothing is going to happen, I promise."

"You don't know that."

"Aw mom, give me a break will ya?"

"I'm sorry honey but I've made up my mind. Besides, I've already asked Carolyn to stay with you and she has agreed and already made all the necessary arrangements with her husband."

"Carolyn? Carolyn White?"

"Yes. Why?"

"My God mom, she's gotta be nine months pregnant and liable to pop her kid out any minute. I mean if anyone was going to have a problem, it would be Carolyn not me."

"Kenneth! She is NOT nine months pregnant, she's only six months along and nothing is going to happen to her and the baby."

"Well she looks nine months pregnant; I mean she is as big as a cow!"

"Kenneth, shame on you, please talk nice!"

I'm sorry mom. I mean I like her and everything but... well I just don't want to have a babysitter, that's all."

"I know honey and I understand but I'm responsible for your safety and welfare and this is the way it's going to be so no more discussion."

I sulked and went up to my room knowing that there wasn't anything I could do about having a babysitter so I just went to bed mad. On Thursday morning I helped mom carry her suitcase out to the car, kissed her goodbye, and watched as she drove off to the airport. I was kind of sad to see her leaving, it would be the first time in my young life that I was home all alone, at least until Carolyn showed up for babysitting duty.

"Hey there!"

I turned and saw Carolyn White waddling over to our front steps. "Hi Mrs. White." She was wearing a oversized men's bathrobe and slippers and even as big as the robe was it left gaps around her huge stomach and I could see her pale white skin showing through. As she walked towards me a thought came into my mind - I wondered if she was naked underneath her robe.

"Good morning Kenneth and please call me Carolyn, after all I'm barely 10 years older than you and 'Mrs.' makes me sounds too old."

I smiled at her, "OK Carolyn it is, but you have to call me Ken."

"No problem Ken. Are you headed to school now?"

"Yea, in about twenty minutes, then I'll catch the bus."

"Would you like me to drive you instead?"

"Ah, sure. That would be great."

"OK, then let me get back inside and change out of this old robe. Meet me at my garage in ten — OK?"

"Sure." I went back inside, went to the bathroom, grabbed my book bag and walked outside. I double checked to make sure the house was locked and walked over to Carolyn's just as she was just backing out of her garage. I hopped in the passenger side and we were off for school. During the fifteen minute ride I noticed a couple of things about her; first, her breasts had grown really huge with her pregnancy and secondly, she seemed really uncomfortable in the seat. "Are you OK Mrs... uh... Carolyn?"

"Yes, I guess so, why Ken?"

"I just noticed you squirming around in your seat and you look kind of uncomfortable, that's all."

"Well it's really nothing honey, it just goes with the territory. I have just grown so damn big with the baby and all that sometimes I just can't get comfortable."

"Oh, I see. I think I remember mom telling me that you have to lay down a lot."

"Yea, a lot doesn't even cover it. I seem to be stretched out all the time trying to get comfortable. When Jim is not on one of his business trips he rubs my shoulders and feet and that helps some, and sometimes he even gives me a back rub but it is so hard, me being as big as I am. Well here you are Ken, would you like me to pick you up after school?"

"Oh gosh no! I mean it's so hard on you driving and everything, I'll just catch the bus."

"OK, and Ken - thank you for thinking of me, I appreciate it a lot. I'll see you when you get home, and be sure to call me, OK?"

"Sure." I hopped out and waived at her then went into the school.

That afternoon, after school, I caught the bus and was home around four. I dropped my books in the hallway and called Carolyn's house. "Hi Carolyn, its Ken. I just got home and I'm going to do some homework."

"Fine. Look I'm going to order us a pizza for tonight if that's alright with you?"

"Wow - that would be great; I haven't had a pizza in a couple of months now,"

"Good then tonight's dinner menu is settled. What do you want on yours?"

"Ah, pepperoni, sausage and extra cheese. I mean if that's all right with you? You can eat that can't you?"

"Sure honey, that's fine. I'm pregnant not sick, a little pizza won't hurt me. Around seven then?"

"OK." I hung up the phone and went up to my room and started working on some math problems but I was having a hard time concentrating on school work. Every time I tried thinking about math Carolyn and her pregnant body emerged in my thoughts. That morning, on the drive to school, was the first time that I have really looked at her since she had announced that she was pregnant. Carolyn had always been a beautiful woman and I had a crush on her, but when she got pregnant she kind of slipped out of my 'babes' file. She and her husband Jim had always kind of looked after mom and I and we were over to their house a lot for BBQ's and to use their swimming pool. Carolyn always wore a bikini around the pool and she really looked good in it too. She has really long legs, a nice ass but she has kind of smallish breasts. The thought of those small breasts was what intrigued me the most, because this morning I realized that they were now huge, probably double or triple her normal size.

I gave up on studying and closed my book and turned on my computer. When the home page finally loaded I stared surfing the Google web looking for any sites that might show pregnant women. When I first learned about masturbating my first fantasy fuck was one of my teachers at school and I jacked off a lot thinking about her then one of my friends told me about triple-X web sites and I was hooked. The more I looked at the x-rated web sites the more I was amazed that so many women would let themselves to be photographed in some of those positions, much less showing them having sex with both men and women. Still, it was the easiest way to get an instant hard on.

After a little surfing I found a sited called 'Pregnant Fuckers' and opened it up. Obviously I didn't have a credit card and couldn't join but I had found that most x-rated sites have a 'free trial' page that shows some of the pictures from inside. When I opened the web page I saw about twenty or so thumbnail photo's of naked pregnant women and clicked on each one and carefully studied the enlarged photo. Most of the women were young like Carolyn with huge bellies and big saggy tits. There was one woman who was lying on a bed with her legs spread wide apart and her hand was holding open her pussy lips and she had milk leaking out of her nipples. Looking at the pictures and imagining Carolyn naked got my cock as hard and I pushed down my pants and underwear and began stroked my cock as I looked and imagined Carolyn sucking my dick or even letting me fuck her.

Truthfully I didn't have any real experience with girls, the closest I had actually come to seeing a live naked woman was once when I saw mom getting dressed and she was in her bathroom wearing nothing but her bra and panties. She didn't see me and I watched as she adjusted her breasts inside her bra. Being that was my first and only encounter with an almost nude woman I used that image of mom to jack off to for the next couple of months. And then there was Carolyn and her bikini, another image I used to beat off. A month or so ago I took Alice, a classmate of mine, to the afternoon movies and she let me kiss her but when I tried to feel her breasts she shoved my hand away and after the movie gave me hell for trying to touch her.

I continued to stroke my cock and look at pregnant pictures then I found one thumbnail that looked similar to Carolyn and I was jacking my cock, looking at her tits, and about ready to shoot my load when the front doorbell rang. Pissed off, I shoved my cock back into my underwear and pulled up my pants and ran downstairs. When I open the door Carolyn was standing there with the pizza in her hand.

"Ready to eat sport?"

"You bet, let's go into the kitchen." I took the pizza from her and we walked into the kitchen and I set the pizza on the table then I grabbed myself a Coke from the fridge. "Would you like a Coke or something Carolyn?"

"You know what Ken; I would kill for a glass of wine. I haven't had anything alcoholic since I got pregnant and a glass of wine shouldn't hurt the baby. Does your mom have any in the house?"

"I think so, let me look." I open the fridge and saw a bottle of pale yellow wine on the back shelf and read the label. "Is a, uh... Char-doe-nay OK?"

"Perfect, absolutely perfect."

I poured her a glass and set it on the table and we dug into the pizza. As we ate we talked about a lot of things but mostly she wanted to know about me and school and asked if I had a girlfriend. I told her that I wasn't dating yet but I did mention Alice and the movies but I left out the part about trying to feel her up. When we finished I cleaned up the table while Carolyn went into the den to turn on the television. We watched a 'reality' show that she liked then found a re-run of CSI that neither of us had seen so we turned that on next. Carolyn was wearing a skirt that came to just above her knees and a maternity smock top that was large enough to cover her entire stomach. But it was her skirt had caught my attention because I was pretty sure that if I moved just a little I could see under her skirt and get a glimpse of her panties.

During a commercial break I got up and used the bathroom and when I came back I wrapped a lap blanket across my legs and then covered Carolyn's legs as well, making sure to leave a little room to gaze under her skirt. Carolyn wasn't paying any attention to me at all and then I noticed her wince and she reached down and rubbed her calf. "Are you OK?" I asked.

"Yea, I'm fine, just a leg cramp, that's all."

I sat there and watched the show and Carolyn continued to move her legs around trying to get comfortable. Finally I asked, "Would you like me to give your legs a rub like Mr. White does?" She looked over at me and smiled.

"Oh honey, I would love that. You wouldn't mind, would you?"

"No, not at all." I unwrapped myself from the blanket while Carolyn turned so her back was against the armrest and then she stretched out her legs. I started gently rubbing on her, first just around her feet then I moved up to her calves. I really didn't know what I was doing but I figured if I did something wrong she would probably let me know. "I've never done this before, am I doing OK?"

"Oh yes, that feels great, just keep doing what you're doing."

I was massaging her left calf and I moved my fingers to the underside of her leg and continued to massage the muscle and when I did she bent her knee up so her foot was flat on the couch which caused her skirt to lift up enough that I finally had a glimpse of her white panties. I scooted a little closer to her and started massaging the other leg and she moved it up too and now her skirt slid down about four inches onto her lap. I looked up at Carolyn and she was starring at the TV and I don't think she even realized that her panties were showing. I tried not to be too obvious about it but I was starring at her pussy. I could see some wispy strands of her pubic hair coming out the side of the panties and they were pulled so tight on her that I could even make out her pussy lips. As I continued to rub her calf muscles and peek at her pussy my hands began to wander farther and farther up her leg until I was just past her knee and massaging her thigh. Carolyn sighed, a sigh of contentment, then looked over at me and smiled, then the realization of where her skirt was hit her and she quickly put her legs down and straightened out her skirt.

"I'm sorry Ken I didn't realize that I had exposed myself so much; it was just that your fingers felt so good I wasn't paying attention to my clothes. It must have been that glass of wine that made me so relaxed."

"Huh? What? Oh, I really didn't notice Carolyn." I lied. I turned to look at her and changed the subject. "What's it like to be pregnant Carolyn?"

"Like? What do you mean, like?"

"Oh I really don't know, I guess I'm just curious about it, that's all. I mean I've never known a pregnant woman before and, well physically you've changed so much."

Carolyn laughed and laughed at my comments. "Changed? God yes I've changed; I've got as big as a house. My hips have spread out, the baby kicks me all the time and my pert little breasts have become as large as a cow udder for God's sake. Oh yea I have changed a lot and I'll be glad when this is whole thing over and I change back, maybe then Jim will be attracted to me again."

"Jim doesn't like you... like this?" I pointed to her stomach.

"No he thinks that I'm ugly and he won't have anything to do with me, you know... ah... husband and wife stuff."

"Well I think that you are beautiful Carolyn, pregnant or not." Carolyn leaned over and hugged me tight.

"Oh thank you honey that's so nice of you to say. Owww."

Thinking that maybe I was squeezing her too tight I sat back up. "What... what happened, did I..."

"No, no, it's not you honey, it's just the baby kicking, that's all."

"You can really feel it that much?"

"Oh sure. Do you want to feel her for yourself?"

"Can I? Really?" She lifted up her smock up revealing her entire rounded stomach.

"Put your hand right here Ken and just wait a minute, then you'll feel her."

She placed my hand just above her navel and I sat still waiting to see what would happen. It didn't take long until I felt a hard kick to the side of her stomach.

"There she is. Did you feel that Ken?"

"God yes, what are you raising in there, the first ever female NFL kicker?"

"I think so." She laughed at my lame attempt at humor. "Look Ken, my back and shoulders are just killing me and I was wondering if you would rub them for me, please!"

"No. I mean yes. I'd be happy to."

"Oh honey that's great, I really appreciate it. Look Ken, I'll just slip off my smock, that won't embarrass you will it? I mean it will kind of be like me being in my swim suit top anyway."

"No, it's not a problem, after all, I've seen mom in just her panties and bra." I blurted out.

"Really? That kind of surprises me, I never figured your mom for one who would run around the house in her underwear. Oh, I see, you peeked on her, it's your sexual curiosity about women and nudity."

I turned red with embarrassment and at what I felt was an accusation. "I wasn't spying on mom, I wasn't and mom doesn't do that, run around naked or anything! I just meant that I've seen her when she was getting dressed, that's all." Carolyn moved over and hugged me.

"I'm sorry Ken really and you should realize that it's normal for a teenager to be curious about the opposite sex. At your age the male hormones are running wild with sexual curiosity."

Carolyn let me go and then turned her back towards me the pulled the maternity smock up and over her head. She was wearing a bra that was so big it had four snaps holding it closed. I scooted up behind her and started massaging her shoulders and she leaned forward, putting her arms on the end of the couch and giving me access to the back of her neck. While I kneaded her neck I looked over her shoulder and down at the front of her bra. There were two large cups holding her breasts and the top of each breast was poking over the top of the bra. I was sitting so close to her back that when I started to get hard I was sure that she would feel it and get angry but if she did, she didn't say anything to me.

I kept massaging the back of her neck trying to continue as long as I could yet not wanting her to catch me starring at her breasts. She was right though; my imagination was running wild wondering what her breasts really looked like and how they would feel in my hands and mouth. Then my thoughts drifted back to the picture of woman on my computer and I was picturing her holding her breasts out to my mouth. I wasn't paying any attention as I thought about the woman's breasts then Carolyn lifted her head up.

"That feels wonderful Ken; but can you massage a bit lower on my shoulders and back?"

Carolyn's voice startled me and I sat back up and moved away from her just a bit. "Sure." My hands dropped down from her neck to her shoulders and then down to her back. I tried not to touch her bra strap as I massaged lower and lower.

"Ken, let me turn a bit and lean over the end of the couch some more so you can get to the small of my back, OK?"

"Yea, that's fine." She moved a little more towards the edge of the couch and turned slightly sideways then bent forward and put her arms on the end of the couch. I tried to get my fingers all the way down to the small of her back but her skirt had slid up and was in my way. "I'm sorry Carolyn but your skirt is in my way."

"Oh!" She must have thought about what to do next for a second then said, "Well look Ken, you've seen your mom in her panties and bra so seeing an old pregnant woman shouldn't be a big deal, let me take my skirt off." Without further ado she sat up then pushed herself up and off of the couch. Her back was still towards me and I watched mesmerized as she unzipped the skirt and let it fall to her feet. Then without turning around she sat back down and turned her head and smiled at me, then she laughed.

"God, I'll bet you never thought that you would see your babysitter half naked."

I laughed too but it wasn't a funny laugh, it was my nervous laugh. "No I... never really thought about it."

"Oh come on Ken all boys your age think about girls and sex, Christ that's about all they think about. I remember when I was your age and all the boys were trying to see my tits or even better get to feel them. You don't mean to tell me that you haven't thought about that now have you?"