"I've got two weeks vacation comin' so I thought I'd come visit you for a few days," I told Amy when I called her. Amy is my best friend, we've known each other since high school. We don't get to visit with each other that much, she lives in the thumb area of Michigan and I live in a suburb of Detroit.

"Sure, Michelle. C'mon up! We'd love to see you!" she told me. "Rob was askin' about you the other day, how weird is that?" She's the only one besides my mother who can get away with calling me Michelle, I preferred most people to call me Shell.

"You sure I won't be putting a damper on any plans you might have?"

"Nope. We've got absolutely nothing going on this week, 'cept work," she said happily.

Amy and I have always been told we look like sisters. We both have collar length dark brown hair, but she has blue eyes, I have brown. We're the same height, too -- five seven. Oh yeah, she wears glasses, I wear contacts. Her husband Rob hates when we get together because we can have a conversation without speaking in complete sentences. We told him he would know if we were talking about him, we'd just point and giggle. They have one son, Billy who's going to college right now. I haven't seen Amy and Rob in about a year, but it's been about three years since I've seen Billy. He just turned 19 last month.

"I can be there in a few hours, is that cool?"

"That's perfect! Oh, by the way, Billy's comin' home tomorrow, too. He'll be so happy to see you!"

"What's he comin' home for?" I asked. "I mean, not that I don't wanna see him, it's just not a holiday or anything."

"He doesn't have any classes right now, something about split courses, split semesters, I dunno. It's something new the college is trying. He's got a few days off so he called and said he was comin' home for a visit."

"Will you have enough room with Billy and I both there?" I asked.

"Sure! He's gonna sleep in his old room in the basement. Now get to packin' and get your butt up here!"

"Okay, okay. I'll see you in a few hours," I said and hung up the phone.

My husband, Martin and I have been separated for about six months now. He says he wants to work things out, but he's not making any effort. Last I knew he was shacked up with some woman he works with. He's got an apartment a couple blocks over from where I am now -- still in our house -- and we see each other around all the time. It's been over a year since the last time we had physical contact.

We parted amicably, we just agreed that things weren't working out between us. We got married too young for starters. He wanted a house full of kids, I don't want kids. He likes goin' out with the boys, but he gets insanely jealous if I go out with the girls. Little things like that just caused our marriage to fall to pieces so we agreed we'd be better off apart. Amy and Rob stood up at our wedding, we stood up at theirs, but Amy always told me there was something off -- her word not mine -- about my relationship with Martin. She never prodded me into anything, though. She was always supportive, even though she and Martin didn't get along all that well.

It's about a two hour drive up to Amy's so I brought my mp3 player and some CDs. I was just in the middle of one of my favorite songs when I rounded the corner onto Amy's street. I pulled up into the driveway and Buck, their Irish Setter, came flying off the porch, barking and wagging his tail to greet me.

"Hi Buck. Yes, I'm happy to see you too. Will you let me get outta the car, please?"

"BUCK! GET!" Rob shouted as he came out of the house to greet me.

"Good to see you, Shell."

"Good to see you too, Rob."

"That old beater's still runnin' huh?" he asked, grinning while looking over my shoulder at my old rust bucket of a car.

I slapped his arm, "It gets me where I need to go. Sure it looks like hell, but it runs. Isn't that what matters?"

He just laughed and took my suitcase from me as we walked toward the house. Amy greeted us at the door and we hugged for what seemed like an eternity. "God, I've missed you!" she said. Rob took my suitcase to the spare room while Amy headed toward the kitchen.

"I missed you too. We gotta make it a habit to get together more often."

"Hungry?" she asked.

"Yep!"

"Rob's cooking some 'dogs on the grill. You want a beer?"

"Sound's great!" I said, following her into the kitchen and sitting down at the table.

"Billy called. He said he's comin' in tonight instead of tomorrow. I told him I had a surprise for him when he gets here."

"Cool! I haven't seen Billy in a few years, how's he doin'?"

"He's doin' pretty good. He's on the soccer team and he's joined a fraternity."

"A frat? Really?"

"Yeah. I dunno what frat -- he told me, I just don't remember. He said he had to dress up as a woman for an entire day as his initiation."

"Oh, I bet that was a laugh!"

"He actually looked pretty good as a woman!" Rob chimed in as he walked back into the kitchen. "Dinner's ready!" He set the plate of hot dogs down on the table and crossed the kitchen to grab himself a beer from the refrigerator.

We ate and talked, catching each other up on what's been going on in our lives over the last year. I had a few more beers and was feeling a bit light headed when we walked into the living room to watch TV. I tripped right over Buck and landed on the couch.

"Tada!" I said as I sat upright. Amy and Rob just stood there laughing. "I meant to do that," I added with a giggle of my own. We heard a voice call into the house from the front door.

"Anybody home?" Billy asked as he walked in.

He stood about six feet tall with short brown hair and brown eyes. He was the spittin' image of his dad, just younger. Last time I remember seeing Billy, he was this skinny, lanky kid with braces and glasses. I watched Billy grow up, I changed his diapers, I even baby sat once in a while so Amy and Rob could get some time alone when he was a kid. This is not the Billy that I remember. The Billy that stood in front of me was a completely different person.

He hugged his parents before he walked over to me. "Oh my God! I thought that was your car outside!" he said as he pulled me to my feet to give me a hug. "When did you get here?"

"A couple hours ago," I said, hugging him back. Who was this man that was hugging me and why the hell was I suddenly feeling enormously aroused? I wondered.

"How long are you staying?" he asked, breaking our embrace and sitting down on the couch.

"A few days. I'm on vacation so I thought I'd come visit your mom."

Amy's phone rang and she went into the kitchen to answer it. Billy and I talked for a few minutes and I noticed him scoot in closer to me, our legs were touching. He told me about his initiation into the frat, pulled out a picture and made promise not to laugh as he held it to his chest. It was a picture of him completely decked out as a woman, eating a cheeseburger at McDonald's. I laughed anyway, even though I promised not to. Rob was right, he looked pretty good as a woman, but sitting here next to me right now, he looked even better as a young man.

Amy came back into the living room with a sad look on her face. "What's wrong?" I asked as I got up and walked over to her.

"That was Rob's sister on the phone. Your mom fell down the stairs and broke her hip," she said to Rob with tears in her eyes.

"Oh no! That's terrible!" I pulled them both into a hug.

"Your sister has to go out of town for a couple days and there's no one to take care of your mom," she said to Rob. "She asked us if we could go up there and cover for her 'til she got back."

"Absolutely!" Rob said. "We can leave tonight!"

Amy turned to me and said, "You don't mind, do you? We should only be gone a couple days."

"Don't be silly, I can go home. We can visit another time," I told her, getting up from the couch and heading to the spare room.

"Wait. Where are you going?" Billy asked.

"I came to visit your mom and dad, Billy. They've gotta go take care of your grandmother. We can visit some other time."

"Why don't you stay?" he asked. "We've got a lot of catching up to do."

Amy chimed in, "Yeah. Like I said, we should only be gone a couple days. Why don't you just stick around?"

"Okay. I guess I can," I said and I turned to Billy. "You sure you won't be uncomfortable with me here without your parents?"

"It's not like we've never been alone together, Shell. You used to babysit me, remember?"

"Yeah, but that was a long time ago. You're a young man now, you don't need your mother's best friend hangin' around crampin' your style."

"Nonsense! I bet I can still kick your butt at UNO!"

"You're on!" I told him while still wondering why all of a sudden I was hornier than I'd ever been in my life. Well, I knew why. Billy was hot! Sure, he's my best friend's kid and 20 years younger than me, but damn, he's got me pretty worked up!

Amy and Rob headed into their room to pack, Billy headed to the basement. I just sat there on the couch watching him walking away. What a gorgeous body he had. I could see his back muscles rippling through his shirt and his ass -- that ass -- no words are available to describe it. He must have women falling at his feet. I felt another twinge of desire as I watched him walk away.

I went into the kitchen for another beer after Billy was out of sight. I felt myself breathing deeply, thinking about what I had just saw. He's your best friend's son and he's half your age! What the hell are you thinking? I thought.

The door to the basement was open and I heard Billy talking to someone. I knew his parents were up here in their room, so he must have been on the phone. I walked to the door to listen.

"Man, I gotta tell ya Joe, my mom's best friend is visiting for a few days," he said to the person on the other end. "I used to dream about her when I was younger." I took a step back thinking I shouldn't be listening, then stepped forward again, curious to know where this conversation was leading.

"I don't know. I think her and my mom are the same age."

"Well, you've seen pictures of my mom. Imagine her ten times better," he told Joe. "Not that my mom isn't beautiful, but this woman was every teenage boy's wet dream when I was younger." I blushed listening to him talk about me like that. I wanted to walk away, but I just couldn't. I continued listening.

"We're going to be alone together for a couple days. My mom and dad had to go take care of my grandma. Looks like me and my right hand man are gonna get pretty close this week.

I backed away from the door and headed back to the living room to sit down. Did I really just hear Billy talking about me like that? Maybe he knew I was listening and was just playing around. Amy and Rob came out of their bedroom, each with a suitcase in hand.

"You sure you're OK with me staying?" I asked.

"Sure. You and Billy can catch up and we can catch up when we get back. It'll be fine."

I walked them out to their car then headed back into the house. I went directly into the spare room, closed the door, locked it and sat down on the bed. I could still hear Billy talking downstairs, but I couldn't hear what he was saying. My pussy was wet just thinking about what he had said earlier, I reached down my pants and rubbed my clit, feeling it tingle with every soft rub. I had a quick but powerful orgasm then went to the bathroom to clean up. I walked back into the room and changed into my pajamas -- well, what I used as pajamas, just an old pair of shorts and a t-shirt -- then headed back into the living room.

I grabbed the TV remote and flipped through the channels. Nothing appealed to me so I got up and looked through their movies. I found a movie that I liked and popped it into the DVD player. I pulled the afghan on the couch over me and fell asleep about halfway through the movie.