Pam Maguire wiggled sleepily against the warm body she was snuggled against. She yawned and started to mumble something to her roommate Kim McCall about whatever they had been doing last night when she realized something.

The body she was laying against was definitely feminine. However, the bottom that was pressed her midsection was considerably more rounded and softer than her roommate's taut cheerleader's butt. Kim's breasts were modest, much like her own. The generous orb she held cupped in her hand was much larger than the one she often woke up holding.

Pam raised herself up on her elbow, looking down at the body nestled beside her. "Definitely NOT Kim," she thought. She shook her head. Nothing rattled. Therefore she probably wasn't hung over, just sleepy. She studied the room as well as the sleeping body beside her.

Okay, things were coming back, in crystal clarity in fact. This was the home of her friend Eric, who had invited her to spend Spring vacation with him. And therefore, this older woman who was in bed with her was Eric's mother, Helen.

Oh my. Oh MY. OHHHHH MY. How did she end up in a situation like this? Her thoughts fled back about two weeks ago to a pair of comfortable chairs in the upstairs lounge of the college student union.

"What ARE you going to do then?" asked her roomie. The petite raven-haired girl had tucked her feet up under her, presenting a picture that Pam thought was not only incredibly cute but almost irresistibly sexy. Well, that thought could wait until they were back in their room.

"I don't know, Kim. With my parents on the other side of the world with my Dad's new assignment, I really don't see going home to stay with my aunt and uncle. And I do so appreciate your offer but I don't have the money for a plane ticket to Canada with you and please don't tell me your folks will pay for it. I like them a lot and I know they can afford it but no."

Pam shrugged. "The same applies to taking a trip to the beach. I need to save my money. I'll just stay here."

"And do what?" asked Kim, silently conceding the argument to the taller girl.

"I might just study, like a certain math major reminds me I need to do more often. I doubt that it will kill me, assuming I don't over do it."

The two girls laughed and shifted the conversation. Surprising to Pam though, a couple of hours later a male friend approached her.

"Pam?"

"Hi Eric. Yes?"

"I hope you won't think I was eavesdropping, but I heard you and Kim talking about Spring vacation and your staying here at the school. I was wondering if you would like to come home with me and Irene?"

Pam was surprised. She knew Eric and his long-time girlfriend Irene, but rather casually. They were friends, but not so close that the invitation didn't catch her off guard. She wondered why he would ask.

The confusion must have been displayed on her face for Eric quickly added, "Okay, its not entirely unselfish. Irene is going home with me, and well, we want to spend most of the time there together. ALONE together. I thought perhaps you might help keep my mother company. I know that sounds kind of tacky, but she's been pretty lonely since she and my dad divorced and I thought it would cheer her up to have some company. It would do her good to have someone cheerful and upbeat around." He hesitated and laughed. "Oh golly, it sounds like I'm trying to get you to be a companion or something. Really, I'm not. I just don't think you should have to spend the break here. If you don't hit it off with my mom, you're certainly free to do anything you want." He paused. "Am I making the slightest bit of sense here or am I coming across as a moron?"

"Maybe all of the above," replied Pam. "But heck, I really don't want to stay here. I do know y'all. Maybe your mom and I will get along famously."

As it turned out, Pam and Eric's mother, Helen, liked each other at first sight. Helen was about Pam's height, with shoulder length red hair and blue eyes. Her body was heavier than Pam's, with fuller breasts and rounded hips. Pam thought the extra pounds the older woman's frame carried were wonderful, giving her generous curves. In fact, the college visitor thought Eric's mother was not only quite attractive, but actually sexy.

Of course, Pam had no thoughts of following up on those thoughts, they merely were an observation. After all, one simply didn't get invited to stay for a week at a friend's house and start off by making passes at his mom. But it did look as though it was going to be nice having Helen as a friend. Pam vowed to make the most of it, as she usually did with most situations.

True to his words, Eric and Irene were rarely in sight. They did try to make at least one appearance a day, but Pam and Helen found themselves alone together most of the time. Pam told Helen all about herself, well, the public details anyway. She did leave out her sleeping arrangement with her roommate, in fact pretty much all of her active sex life, but especially the part about liking other females.

For her part, Helen talked a good bit about herself, except she shied away from discussing Eric's father and the divorce. Pam did gather the split had taken place not that long ago and had apparently been not particularly amicable. Helen confessed that she had not tried to reenter the dating world, being unsure of herself and indeed, how to proceed, it having been almost 20 years since she was single. She did admit having been asked out a time or two but so far had refused.

Pam thought it probably WAS hard to get back into the swing of things, but as for Helen's feeling that she was not pretty, well, Pam thought, that was silly. Helen was VERY attractive. And desirable. What she needed, Pam decided, was a new wardrobe, a make-over, and a shot of self-confidence.

The two women had been shopping off and on together since the very first day of Pam's visit, but this day when they visited the downstown shopping area Pam went all out. She drug Helen from one store to another, buying new clothes. She got her older friend to the hairdresser and spent over an hour at the cosmetics counter. Helen attempted to protest every step of the way, but Pam could tell the older woman was delighted with the results.

"Pam. I can't believe this, but I'm all shopped out," Helen laughed. Both women clutched bags with new purchases, mostly for Helen.

"Helen, I know, but I see one more place we need to go." Suiting her actions to her words, Pam took Helen's hand and pulled her into a store that specialized in woman's clothing of the more intimate kind. Helen protested, but rather feebly, as Pam led her to one rack after another in search of different outfits. Spurred on by the younger woman, Helen purchased several sets of extremely daring underwear and even some so-called "sleepwear" that was intended to do anything but aid in sleeping. Quite the opposite, in fact.

Rushing home with their new treasures, the two women scampered upstairs to Helen's bedroom and began to lay out the purchases to admire. Pam herself had picked out two outfits that fell well outside her budget, only to have Helen insist on purchasing them for her.

"Let's try some of these on," proposed Pam. Helen demurred for a bit, only to be overridden again by Pam's argument that if they didn't try them on now, when would they and what if they were the wrong sizes? Surrendering, Helen took the bra and panty set that Pam offered her and retreated to her bathroom. Pam, unable to resist herself, quickly got out of her own clothing and donned a white peek-a-boo nightie that consisted of not much more than scraps of lace and hid pretty much nothing.

"It fits," came the call from the bathroom. "Find me another one to try on."

"Oh no," replied Pam. "You don't get away that easily. Come out and let me see."

"Pam, I couldn't!"

"Oh come on," replied the young woman. "Its just us girls."

"Okay, but promise not to laugh."

"Its a deal."

The bathroom door opened and Helen came out. Any thoughts Pam might have had way in the back of her mind of laughing were immediately swept away. Helen's choice of underwear was black, and skimpy indeed. Pam could see glimpses of her nipples and the large brown aureole through the bra. The darkness of Helen's bush was apparent, with stray curls escaping from the tight panties. As the older woman crossed shyly to the full-length mirror, Pam drank in the smooth legs, the sight of Helen's ass cheeks spilling from the panties. Even the soft ring of those extra few pounds around her middle was erotic. Pam felt desire surge up in her and she knew she wanted this woman.

One contributing factor fueling the sudden decision that now was the time was the way the older woman's eyes had traveled quickly over her when she came out of the bathroom. Indeed, Pam felt sure Helen's gaze had lingered on the abbreviated hem of the nightie, which not only showed off Pam's firm strong legs, but failed to completely cover either the cheeks of her butt or the dark triangle between her legs.

"You look gorgeous, Helen. You really do," breathed Pam.

"I DO look rather nice don't I?" Helen put her hands on her hips and turned back and forth, admiring her reflection.

"You know what you need?" Pam scurried to Helen's closet and plucked a pair of black high heels from the selection of shoes there. She brought them back and knelt before Helen. She lifted first one leg, then the other, helping the older woman to slip her feet into the shoes. Pam fingers lingered on Helen's ankles and calves as she resolutely kept her gaze down, knowing if she let her eyes drift up to the junction of Helen's legs she would lose all control. Not that she didn't want that, but it was not quite time for that. yet.

"Oh yes, that IS nice!" Exclaimed Helen. She braced her hands on her hips, pushing her chest out a bit and struck a pose. Pam's mouth was very dry. She slipped close behind Helen as the older woman admired herself in the mirror, turning slightly first left and then right.

"You look gorgeous," Pam admired.

"You really think so?" Helen asked. This time though, she seemed to accept the compliment. Frowning for a moment, she attempted to adjust the bra. "You don't think I should try to have this ride higher? Push me up some?" She wiggled a bit. "Or maybe pull it down to show some cleavage?"

Pam seized her opportunity. She stepped right behind Helen and slid her arms around the other woman, chatting as she did so to minimize the surprise touch of her hands. It must have worked, as Helen never flinched, even when Pam's hands rested on her stomach and gently eased her back against the younger woman.

"Hmmmm, I don't know." Pam said as her fingers touched the black lace. "It looks wonderful, but maybe just a bit of adjustment. I'm not sure, let's see." She cupped Helen's breasts, her thumbs and fore-fingers making circles that touched the dark brown nipples. "Let's try pulling the bra down a bit, so that your nipples almost show."

Watching carefully in the mirror, Pam's gaze traveled over the older woman's body. By now Helen's eyes seemed slightly unfocused. She was leaning back against Pam, who moved her slender athletic body slowly against the full curves touching her. Her busy fingers rubbed the lace edges of the black bra back and forth on Helen's nipples, making them stand out. Gentle squeezes under the guise of adjusting the fit continued to draw Helen tighter to her. Pam's hips were thrusting slightly now, as though they had a mind of their own.

The breathing of both women had speeded up. Pam could feel Helen's heartbeat though her palm and was sure the older woman could sense her own rapid pulse. She desperately wanted to kiss Helen, but was unsure if Eric's mom would allow that most intimate of gestures yet, even though her body was beginning to move against Pam's. Instead, she moved slowly backwards, pulling Helen along with her.

"Where are we going?" inquired Helen, in a voice that seemed almost sleepy and unconcerned.