Chapter 3

"You're looking at my panties again Jimmy. Still curious about what it looks like under there?"

"I sure am. Gee, you're almost naked now any way. You might as well let me see you completely naked. Come on Mrs. Tyler, let me see a naked woman for the first time!"

He was getting smarter for an innocent kid. Here I was, a 40+ year old woman almost naked in front of a teenage boy and loving every minute of it. But hey, why not. I was enjoying it as much as he was and what could it hurt. Every young boy should have an older woman to teach him, I rationalized. But first I wanted to see more of that prick of his.

"Come on Mrs. Tyler, you can't quit now. You have to at least let me see it naked with no underwear on."

"It would probably be ok but I am worried young man that you might get carried away. After all, seeing a naked woman for the first time might get you too excited. And it looks like that thing in your shorts is getting awfully big," I said, letting him watch me stare at his crotch.

He looked down and realized that his prick was exposed.

I almost laughed as this was a reverse of what I had done awhile ago. Only this time I was sure his was an accident.

He covered it up with his hand and said, "I can't help it Mrs. Tyler, but it doesn't mean anything. It always gets hard like this. I won't do anything with it. Honest."

"Sure Jimmy", I thought.

"Well I have to be sure. Stand up and let me see your penis so I can be sure you're ok. I don't want to tease you so much that you'll hurt yourself."

I had no idea what I meant except I needed some excuse to see his prick without being too obvious. I was hoping he was too young and innocent to see through what I was really doing.

"Do I have to Mrs. Tyler. I've never showed my thing to any girl before."

"No Jimmy, you don't have to. But I sure can't show you my naked body if I can't be sure you'll be ok., that it won't hurt you. I'll just put my clothes back on now."

"Oh no, that's ok Mrs. Tyler. I'll show you if you want," he said as he stood up in front of me.

As he stood up I leaned forward to get a closer look and was less than a foot away from his crotch.

His prick was so hard it pushed the leg of his shorts out till it looked like they were going to rip. He could barely stand straight. And the head of his prick was sticking out looking like a big red lollypop almost close enough to reach out and lick ... mmmmmmmm ... now there's a thought.

"Ok Jimmy, lower your shorts so I can be sure your penis is going to be ok with all this sexual excitement. Go ahead, I'm an old woman and have seen many young men's penises. There's nothing to be embarrassed about. Just think of me as your nurse. "Boy, there was another thought."

"Well ok, but don't laugh. It's not as big as you're used to."

He reached up, unzipped his shorts and pulled them down over his extended prick.

As the shorts lowered past his prick, it jumped up almost hitting me in the face. He stood there with his bright prick standing almost straight up and looking like it would burst from it's hardness. I hadn't seen one this hard and standing so straight in many years. Oh the wonder of youth!

"Oh my Jimmy!! What a big hard penis you have. It looks like it's going to burst it's so hard. Doesn't it hurt? I've never seen one so hard and I've seen a lot of them."

"Do you really think so Mrs. Tyler. I thought it was a little small."

There's no harm in building up his ego but I wasn't lying. I had seen bigger but never harder.

"It's great Jimmy but I don't know. It's so hard I'm afraid if you see anymore of me you'll hurt this nice cock, errr, penis of yours. I don't think I should expose you to anymore."

"No honest Mrs. Tyler. It's been this hard before and didn't hurt me," he said.

I looked at his face as he said this and saw it get beet red. He hadn't meant to tell me that.

"Now when did it get this hard before Jimmy. I thought you said you hadn't done any sex things before."

"Well, I have played with it some times Mrs. Tyler. But don't tell anyone, ok?'

"Do you mean you masturbate Jimmy. Well, that's perfectly normal and nothing to be ashamed about. Most people do. I did when I was a teenager and still do sometime. But I'm still concerned about how hard it is. Show me how you masturbate and maybe I'll see that it's ok."

"Do you really want to see me jack off? I don't know if I can do that in front of you. What if I, you know, finish?"

He had no clue that when he uttered those words - "Jack Off" my pussy would give a little clench ... but it did.

In certain situations, "Jack Off" sounds so much more erotic than "masturbate" ... and I loved it.

"Don't worry about that. I just want to see it for a minute. Go ahead Jimmy. I have to be sure you're ok with that prick of yours being so hard. I wouldn't want to be responsible for you hurting yourself at such a young age."

"Well ok, but just for a minute."

While we were talking it had softened a little but, still standing in front of me, he grabbed it and started to stroke the full length of it.

It was amazing. With 3 or 4 strokes it was hard as steel again with that head glowing red like crazy.

He started to go a little faster and I knew I better stop him.

"Ok Jimmy, that's enough. Move your hand away and let me see how it is."

Before he had a chance to object, I reached out and put my hand around his shaft and slowly stroked it the length of his young cock.

I put my hand over the head and squeezed, watching a drop of pre-cum escape. I felt him shudder as I did that and knew he was near orgasm. But not yet.

"Well I guess you're ok Jimmy. You've got a hard on but I don't see any chance of hurting yourself seeing a naked woman. Do you still want to?"

"What a foolish question", I thought.

"I sure do. Looking won't hurt anything."

"Well ok, I might as well. You've seen almost everything anyway. I just hope I don't get too excited myself. After all, this is pretty sexy for me too."

"Showing my pussy to a young good looking man like you is a turn on for me too you know. Don't let me lead you astray now," I said as I knew darn well I was going to show him everything and love every moment of it.

"If you come closer, Jimmy, you can help me take these panties off."

I scooted down on my chair and lifted my legs straight up and started to lower my panties.

"Here Jimmy, help me take them off."

His hands were shaking as he reached to take the edge of my soaked panties and slid them from my upturned legs. I could smell the delightful aroma of my excited pussy. I watched as he took off my panties, held them up and looked at the moist crotch.

I separated my upturned legs wide and with my fingers trembling with excitement, I separated the outer lips displaying the pink petals of my wet dripping inner pussy.

"Is this more of what you had in mind Jimmy?" Is this naked enough for you?"

I was getting so turned on I could feel my juices running down the crack of my bottom.

As he watched me open and close my pussy for him, I saw him take my panties to his face with one hand and drop the other to his crotch. He started to squeeze his prick through his shorts while he watched me and smelled my panties.

"Go ahead and smell them Jimmy. Most men love it," I said maintaining my position, with my legs wide open and my red, moist pussy wide open to his view.

I watched as he took my panties to his face and inhaled. He almost seemed in rapture.

"How does this look Jimmy? Do you like seeing a naked pussy?"

"See how red and wet it is in here," I said separating the lips even wider. "Go ahead and smell my wet panties while I show you all of my bare pussy."

I lowered my legs and put my feet on the table behind him encircling him with my legs.

He started to breath in the crotch of my panties as I showed him everything.

I ran my fingers up and down my moist lips watching while he stared at me. I opened my lips with my fingers and showed him the opening I knew he wanted to get into.

"See this Jimmy. This is where all men want to get to. And I'm showing it to just you. Men want to put their pricks in here like this."

I slowly put my finger inside and moaned for him as I stroked my finger in and out.

"Oh this feels so good Jimmy. But I'm afraid I'm getting too turned on. I'd better stop now or I won't be able to."

He was still holding my panties to his face and now had them in his mouth.

This guy learned quick.

"Oh don't stop now Mrs. Tyler. I don't care. Go ahead and do whatever you want. I'll be ok, honest I will."