First Time Mary

I knew something was wrong when the school counselor stepped into my classroom. I'd spoken with Mrs. Davis before when I found out I was eligible for a scholarship. Seeing her glance briefly in my direction, her look haunting when she did, just before approaching Mr. Benson, my social studies teacher. She whispered to him briefly in tones too low for anyone else to hear.

Mr. Benson's expression softened, further confirming that whatever news they were sharing, wasn't good. "Benson" as everyone called him was a no-nonsense kind of a teacher anyway. Seeing his expression, especially as he looked up in my direction said more than words ever could.

"Scott? You're needed in the counselor's office," he said almost apologetically.

Normally several snickers or jabs usually followed an announcement of this sort from fellow classmates. Eerily, it was as though everyone picked up that something was wrong. The fact that Mrs. Davis had come to get me herself, rather than sending a teachers aid along with a note to do it only emphasized the seriousness of the situation.

As I gathered my things shoving them inside my backpack, I found my hands were shaking. As I approached Mrs. Davis while she stood at the door waiting for me, her smile was genuinely sorrowful. I wanted to ask her right there and then what was wrong, but it was obvious she wasn't about to tell me anything yet. I swallowed, my mouth suddenly gone dry; licking my lips as I quietly followed her down the hallway back towards her office. When I arrived, there was a police officer, and my mothers best friend Mary waiting in her office for me.

"What's wrong?" I finally asked, no longer able to contain my curiosity. "Something's happened hasn't it?" I said already knowing the answer.

"Scott? Your mother and father..." Mary began, obviously choking back her own grief at this point.

I knew that Mary was the same age as my mother. Though at fifty, she looked easily ten years younger than that. Her dark brown hair was currently streaked with attractive looking blonde highlights, making her brown almost golden eyes even more alluring. She wore her hair short, swept up and feathered along the sides, making her the most attractive 'older woman' I knew. She was also tall for a woman, with long shapely legs, heart-shaped ass, and obviously full breasts. It was hard not to think about her without having lusty thoughts. Something I had often had about her, except for now.

"They're dead aren't they?" I interrupted knowingly.

Unable to continue, Mary looked towards the officer who cleared his throat stepping in. "I'm officer Jones," he began "Your mother and father were involved in an automobile accident this morning on their way to work. I'm sorry to have to tell you this Scott, but they were hit by an out of control eighteen wheeler, they were killed instantly."

I had no other family. No brothers, no sisters. My grandparents all having died years ago, and mother like me, an only child herself, so there were no aunts and uncles to even speak of. My father did have a brother, but he'd disappeared years ago after a dispute with my father over my grandparent's estate. So for all intents and purposes, I really had no family to speak of. Only "Aunt Mary" as I had grown to affectionately call my mothers long time friend.

Finally 'Aunt Mary' came to me, taking me into her arms hugging me affectionately, her tears freely flowing at this point.

"I'll take you home, we'll gather up what things you need to get by for a few days, then we'll sit down and sort this all out," she stated simply.

"Where am I going to live? What am I going to do?" I asked bewilderedly.

Once again the officer spoke trying to assuage my fears. "Arrangements are already being made so that you can stay with your mothers friend until such time as we can either locate your uncle, or make a determination as to what will be in your best interests," he said offhandedly.

"I don't want to live with my Uncle!" I informed everyone. "I don't even know where he is!" Turning towards Mary, I looked at her with fearful eyes. "Can't I stay with you?"

"Of course you will," she said determinedly. "Don't worry Scott, like I said, we'll sit down together and work everything out. There's no reason for you to be afraid!"

Mary had lost her husband several years' back. He'd been a member of the Special Forces during Vietnam, still MIA, or "Missing In Action" as it was officially termed, though everyone knew of course that after all this time, he was most certainly dead. Mary had never remarried, refusing for a number of years to even have her husband officially declared so.

And so it was that I eventually moved in for good with her. With less than three months remaining before I graduated from high school, and my eighteenth birthday less than a month away, things eventually settled into a resemblance of normalcy, even though Mary was unaccustomed to having anyone living with her as she and her husband had never had any children either. For a while, it was awkward, often difficult trying to stay out of one another's way, and especially in trying to keep from getting on each other's nerves. Eventually however, things began to iron themselves out, reaching a point where both Mary and I began to enjoy and appreciate having each other for company.

I had few friends, none really close. And though I had certainly dated, I currently didn't have a girlfriend to speak of either. When the day of my birthday came around, I had made no plans to spend it with anyone, doing anything, or going anywhere. Mary also knew I didn't want any kind of party, the death of my parents still too fresh for me to feel like celebrating. As such, she offered to treat me to dinner, and then to a movie afterwards. As I had been given, I chose both the restaurant, as well as whatever movie I wanted to see. Dinner had been great, and the movie was one filled full of adventure and intrigue. Something I'd hoped would help me keep my mind off the obvious. And it did, to some extent. But I hadn't realized when picking it, that there was a considerable amount of sexual activity that would be so openly dramatized. Sitting adjacent to 'Aunt Mary' made me feel self conscious several times during the showing, especially when I found myself becoming aroused. I dared not even look in her direction, fearful that if I did, I would see the embarrassment, if not downright indignation that I was putting her through watching this, just because it was my birthday.

"Well, that was certainly an interesting movie," she'd said moments after we'd exited the theatre.

I couldn't tell by the tone of her voice, nor by the expression on her face if she was subtly telling me she'd been uncomfortable watching it with me or not. I decided to refrain from saying anything, figuring under these circumstances that silence was the best answer to that.

To further impress that feeling upon myself, we drove home in silence. In the short time since I had come to live with Mary, it was the most awkward and longest silence we'd ever shared with one another. The images of the sexual activity taking place on screen were still burned into my mind however, and like a favorite song, I kept replaying them over and over inside my head. Still a virgin with respect to the fact I'd never had intercourse with anyone, I did have some limited experience with one or two girls I had known. But not much beyond the typical light petting. By the time we'd arrived home, I was all for running upstairs to my bedroom, locking myself in, and relieving what had become for me a most uncomfortable bit of pressure.

Mary's apartment was small, a two bedroom affair, one of which she'd been using mostly for storage until I'd come to live with her. There was only one bathroom, accessible either by the hallway entry, which stood directly across from my own bedroom, or through the connecting door on the other side to her bedroom. "I know you didn't want to make a big deal out of your birthday," she'd begun shortly after we'd arrived home, "but I did purchase a gallon of your favorite ice-cream. I thought we could share some while watching the late show on TV."

"Ah, ok...but I'm going to change clothes first," I informed her, "get into my robe," I added unnecessarily.

"Good idea, I think I'll get more comfortable myself," she agreed following me up stairs.

I'm sure it was a combination of several things. I hadn't once jerked off since moving in with Mary for one, and secondly, seeing the rather suggestive movie had reawakened the lusty urges and desires I had once secretly fantasized about whenever being around her for the other. Even though I usually slept nude, in all this time I hadn't entertained any of those thoughts, nor done anything about it in the privacy of my room, which Mary had so carefully ensured that I had.

Wearing only a pair of briefs, I quickly tossed on my bathrobe crossing the hallway into the bathroom. The light was off, and I nearly turned it on, closing the door upon entering. I stopped from doing that however, noticing when I entered that the door on her side wasn't entirely closed. A sliver of light informed me that she was in her room, and I could hear her bustling about getting undressed.

In the time I had known Mary, and though often fantasizing about what she looked like, I'd never seen her naked of course. Aside from an occasional glimpse down her blouse when I'd caught her leaning over, or catching a quick view of one of her lacy bras when the buttons on her shirt parted while sitting next to her at dinner, had been the extent of any real substance I'd enjoyed. Now, standing there in the darkness of the bathroom, the two inch opening of light, flickers of movement in the adjacent room, I knew that the very real possibility of seeing a lot more than I ever had was just a few short steps away. Aroused, I hadn't even realized my hand had slipped beneath the waistband of my shorts. Not exactly stroking, but certainly fondling my erection, I stepped quietly towards the door. And though I made not a sound, I felt as though the beating of my heart would surely give me away as I bravely positioned myself off to one side of it, easing my head gingerly towards the bare crack of light separating the two rooms.

There she was. I'm not sure what I expected to see. Certainly something, and certainly with the expectation that I'd get too see more than I had seen in the past. But now, watching as she almost teasingly removed her clothing, I knew that for as long as I was willing to stand there, dared to stand there, I would see more of her that I had ever hoped or dreamed of.

Mary had already removed most of her clothing, choosing to sit on the edge of the bed while she finished slipping off her pantyhose. In seconds, she sat wearing nothing more than a black lacy bra with matching thong panties. Something else I hadn't expected to see my 'Aunt Mary' actually wearing. Reaching back around herself, she managed the clasp of her bra undoing it a moment later. As her breasts fell free, I nearly gasped just catching myself, fully aware that any sound on my part would be easily heard as she sat less than ten feet away from where I was standing. Mary took a moment to massage her now exposed flesh, lifting one near perfect orb, scratching beneath it where I supposed the under wire of the bra had been digging into her flesh. Her breasts certainly weren't those of a perky teenage woman, but I found myself even more appreciative to find that they weren't. They were certainly full, well rounded without being overly large. The sensual maturity as they rested well against her ribcage, tear-dropped shape in appearance as my only real way of describing them, caused my prick to lurch in renewed excitement. And served as a reminder that what I was doing was also very, very dangerous.

I was paranoid for a split second that Mary would stand and head into the bathroom, nearly backing out and away from the door at that moment. Instead, Mary began to remove the sexy black laced thong style of underwear, revealing to me for the first time the completely shaved full puffy swell of her pussy lips. Except for a few men's magazines I had seen, I had never seen a woman's pussy in the flesh. Mesmerized, yet frozen in fear, I continued peeking at her through the door, unable to take my eyes off the vision of loveliness that stood a mere few feet away from me. Mary had turned by this time, removing her bathrobe from the back of the closet door where it hung. Seeing her do this, I quietly slipped back out of the bathroom heading down the hallway back towards the stairs. I'd just reached the stairwell when I heard the hallway door to the bathroom close, and the door locking. Relieved I hadn't gotten caught; I headed downstairs to the kitchen area where Mary had left out the ice cream to soften slightly on the counter. Dishing us both up a healthy bowl, Mary appeared a few minutes later, like me, wearing her robe. But I knew even as I handed her, her dish of ice cream, that she was nude beneath it.

"You know what would really go good with this?" she'd asked me.

"No. What?"

Mary turned towards the cupboard, retrieving a small pint-sized bottle. "I have some brandy that would taste really good poured over this," she said simply. She poured us both a generous helping, then I followed her back out to the living room where we turned off all the lights as we usually did, and sat down on her couch side by side to watch the TV.

The brandy-covered ice cream was good, almost too good as I really never had been much of a drinker. Mary polished hers off in good order as well, which I think contributed to her growing rather sleepy as mid-way through the movie she was already beginning to doze off. I nearly suggested to her that she might want to consider heading upstairs to bed when she laid down on her end of the couch, feet tucked comfortably beneath her using one of the throw cushions for a pillow. When she did that, one half of her robe parted, revealing fully one of her beautiful breasts. To my surprise, her nipple stood firm and erect, I am sure caused by the cold ice cream. But regardless of the reason, I was thrilled to be sitting there no further than a foot or so, gazing boldly at that brazen tit, delighting in the fact that I could so easily see it with Mary totally unaware that I could. Moment's later she lay snoring softly, assuring me that she was indeed sound asleep.

Though I had softened somewhat sitting there, it took mere moments for my erection to once again reach its full hardness. I couldn't believe what I was thinking, let alone actually talking myself into doing. Parting my robe without untying the sash in the event she woke, I slipped my hand beneath the opening, were I could more easily sit there stroking myself, eyes fixed on that luscious breast with its caramel colored hard swollen nipple.

Actually sitting there next to her masturbating without her being aware of it was the most exciting thing I had ever experienced before in my entire life. I had had to stop twice, once fully removing my hand as she'd stirred, fearing she was about to awaken. The last time, she'd even shifted positions, stretching out one leg a little more fully until it had rested against the meaty part of my thigh. It took a long time for me to dare attempt jerking off again, doing so even more slowly, more carefully with her foot now in direct contact with me. But the sensation of her foot abstractly involved in my self-pleasuring escapade, merely added to the heightened sensuality of the moment. That and the fact that her breast had revealed itself even more fully to me, falling out of the robe to expose itself in all its glory. As my prick became more and more slippery, I was careful to keep the juicy noise I was making down to a bare minimum. Tempted to increase the pumping motion of my hand in order to more rapidly achieve orgasm, I was thus forced to refrain from doing so. Her foot pressed firmly against me, with the tell-tale knowledge of what I was actually doing too dangerous to increase with any more movement than I was already so recklessly getting away with as it was.

Thus forced to continue on with the slow, almost agonizing pace of playing with myself, when the orgasm came after one of the longest self-stroking sessions I'd ever performed, the intensity of pleasure caught me by surprise. The force of the climax I experienced was a gusher as cum flew from my prick, coating the inside of my robe in a thick gooey mess. I had barely finished milking out the last of my sperm into my robe when Mary stirred again, this time sitting up, gathering her robe together as she did, completely unaware that her breast had been so openly exposed.

"My God, what time is it?" she asked sleepily.

The movie we'd been watching was of course over. Another old time western now on, which I hadn't even been aware of until then.

"What the hell are you watching anyway?" she asked glancing towards the set.

My hand was still trapped inside my robe, covered as I well knew it to be with vast amounts of cum which still clung between my fingers. Any attempt on my part to wipe it off, or withdraw it would draw her attention towards me, something I now prayed with every fiber of my being she wouldn't do.

"Oh...just some old western," I replied lamely. "Actually, I was just thinking about getting up and going to bed myself."

I'd managed to lift my leg just enough, crossing it to hide the fact that my hand was still trapped down inside my robe though my cock had at least become flaccid enough that it wouldn't give me away. Carefully, I wiped my hand off inside my robe hoping to have removed most of my sticky white spunk from my fingers before being forced to withdraw my hand.

"Yeah, me too. Been a long day," she said standing, stretching with a wide yawn that once again parted her robe briefly, showing me yet another quick peek at her breasts before she discovered the indiscretion. Mary cast a quick sidelong glance towards me, knowing full well how exposed her breast had become before covering herself. I however pretended not to have even noticed, already reaching for the remote in order to turn off the TV. Though to my horror upon doing that, I saw faint traces of my cream still clinging across the back of my hand.

"We need to go grocery shopping tomorrow," she said as I followed her at a discrete distance back upstairs to our rooms. "So no sleeping in," she warned. "We've got a busy day ahead of us, and I want to get going as soon as we've had breakfast in the morning."

I was surprised when she turned at the head of the stairs, giving me a quick perfunctory kiss good night. Worse, her hand had dropped taking mine as she did, giving it a quick little squeeze. I feared briefly that she'd picked up some left over residue of my spending, but either way, there was nothing I could do about that now. "See you in the morning, sweet dreams!" she offered, then stepped inside her bedroom closing the door.

I made my way down the remainder of the hallway to the bathroom, stepped inside, this time turning on the light. As I did, I noticed this time that the door leading back into her bedroom was closed, and in all likelihood, locked as well. I finished peeing, washed and dried my hands, and stepped out into the hallway crossing over into my own room. I'd barely taken off my bathrobe to examine the damages when I heard the bathroom door just outside my bedroom once again closing. It was a quick simple flash of mind, but for a moment, I imagined Mary sitting there on the toilet playing with herself. I finally managed to crawl into bed, making a mental note to take a load of clothing down to wash as soon as possible, including my robe for obvious reasons of course when I heard the toilet flushing and the door once again opening. Expecting Mary to head back into her own bedroom, I was surprised when a soft light knock came to my door.

"Scott? You're not asleep yet are you?" she asked.

"Ah no...just got into bed," I answered.

"May I come in for a second? I forgot to tell you something," she added.

"Sure, the doors not locked," I responded, hearing the knob turn and the door open before I'd even finished that statement.

My bedroom light was off, so the only light spilled in from behind Mary as she half stepped into my room. When it did, I saw her body entirely silhouetted beneath the semi-transparent nightgown she was wearing. She quickly crossed the room over towards my bed, leaning over once again kissing me lightly on the lips. As she did, I felt her breasts lightly brush against my chest.

"Happy birthday Scott!" she stated. "I know this probably wasn't much of a birthday for you, but I wanted to say it to you anyway. That...and that I'm really glad you've decided to live with me."

"Thank you," I whispered softly to her, still feeling the light almost delicate press of her breasts as they lingered a moment longer against my chest. "I'm glad that you're allowing me to stay here. And I promise, I won't do anything to make you regret that either," I told her.

I don't know why I said that. Perhaps out of some guilt that had suddenly found its way inside my head for the antics I'd pulled earlier on. The last thing I wanted to do was risk her becoming upset with me, or seeing me as some kind of demented pervert or something, and thus asking me to leave. As much as she'd become the center of my fantasies and desires, I knew at that moment that I had to control those urges, or I'd very likely find myself out on the street.

"Well, anyway, happy birthday," she said again. "I'll see you bright and early in the morning."

This time when Mary stood, I purposely refrained from staring at her nude form outlined by the light coming in from the hallway. Closing my eyes, I was determined to get a grip on myself, and not the one I had used earlier.

"Nite Mary."

"Nite Scott, sleep tight." A second later, I heard the door to my bedroom close, only then opening my eyes where I lay for a long, long time in silence before finally drifting off to sleep.

A full week later I'd been invited by my sometimes friend Jeff to double date with him at a drive in. He'd been chasing a girl named Debra for several weeks with little success. The problem was, she insisted that her best friend Susan go with them. I knew Susan as we shared a class together and had been partners in several working experiments. She wasn't exactly "fugly" but Susan was about as plain as they came, which was one of the reasons that few if any guys were willing to be Susan's date, just so some friend of theirs could date the star cheerleader.

When Jeff approached me about taking Susan out just so he could be with Debra, I balked at the idea because I knew full well what his intentions were. Susan however had approached me in class stating that she was looking forward to our date Friday, which told me that Jeff had already told the girls it was on even before I'd agreed to do it.

We drove to the drive-in theatre in Jeff's classy looking 57' Chevy. I wasn't at all surprised that once after the movie had started, he'd asked Susan and I to switch places with them so that he and Debra could have the back seat.

Though Susan sat up front with me, she was hugging her window nearly as much as I was hugging mine. Periodically we looked at one another, smiling. Not so much out of courtesy in acknowledging that we knew one another was there, but because the not too subtle noises coming out of the backseat were impossible to ignore. In some respects, it was becoming comical. Trying to watch the movie with a girl who had no sexual interest in you, and who you had no desire to be with either while two who obviously did sat in the back seat groping one another was making us both a little uneasy.

"God you have beautiful tits!" Jeff said at one point.

From the corner of my eye, I watched as Susan folded her arms over hers as though having heard that, I might be so inclined to want to try doing something with her.

"I can't get your belt undone," Debra whispered a few moments later. "You're gonna have to do it yourself," she added.

I took my hand out of my lap where it had been resting and placed it purposely on the steering wheel, smiling shyly in Susan's direction as she in turn glanced at me, a knowing look on her face that she knew every bit as much as I did what was about to take place in the seat behind us.

I cringed as the sound of Jeff's zipper being undone reached my ears. Seconds later, he was moaning and groaning in obvious ecstasy as Debra began giving him an obvious blowjob, taking a break a moment later to speak to him.

"Remember what I told you," she whispered, still loud enough that I heard it, and knew that Susan certainly had too.

"Don't worry, I'll tell you before I cum," Jeff said, speaking for my benefit, as it was obvious by now he'd been particularly vocal in his antics just to prove he was being studly in the backseat, and I wasn't.

As much as I hated to admit it though, all that moaning, groaning, and giggles that had been coming from both of them had had its affect on me. And though images of Susan weren't bouncing around inside my head, thoughts of Mary were.

Closing my eyes while listening to the sweet sounds of Debra's "suck-pop" as she mouthed Jeff's cock, I could see Mary inside my own head, doing the exact same thing to me. Hard as a rock, almost painfully so, I yearned with every fiber in my entire being to be heading home right now rather than sitting there were I was. Especially with a raging hard-on I could do nothing about. At least back home, I could very possibly be in bed, fantasizing about Mary, even though I'd already broken that promise to myself that I wouldn't, twice already.

"God damn it Jeff! You said you'd warn me before you came!" Debra screamed out in obvious indignation.

I actually heard Susan suppress a giggle, catching her look of knowing embarrassment, not so much for what had obviously happened, but in a way that she'd gained satisfaction in the fact that it had.

"I'm sorry!" he apologized lamely. "It just felt way too fucking good, the next thing I knew..."

"Yeah, the next thing I KNEW, was that my mouth suddenly was filled full of your spunk!" she shot back at him. "Just for that, you can take me home now Jeff!" she demanded adamantly.

Now it was my turn to smile as I lived closer than the girls did. Glancing at my watch, I saw that it was still reasonably early. Perhaps I could convince Mary to go out for fast food, and maybe catch a movie at home afterwards. I enjoyed our Friday night evenings together doing that with her, reluctantly agreeing to go along on this date, thus giving one of those up.

Unfortunately, the girls insisted on Jeff's taking them home first, adding what turned out to be another wasted hour before I finally arrived home. After Jeff dropped me off, I noticed the lights were off in the apartment as I headed up stairs. I figured with Mary's hectic schedule this past week, she'd decided to turn in early, catching up on her sleep. Letting myself in, I quietly slipped upstairs to my room, careful so as not to make any noise, thus waking her. I'd undressed, slipped into bed and lay there for several long minutes trying to force myself to sleep when the sound of Mary's footsteps padding down the hallway reached my ears. Hearing her head downstairs towards the kitchen, I smiled inwardly, jumping out of bed with the intention of surprising her in my being home.

Throwing on my robe, I crept down the hall, down the stairs towards the kitchen area. With luck, I could sneak up behind her giving her a surprising scare, and though she'd probably chastise me for having done so, it was one of the things I was well known for in doing.

She hadn't turned on the kitchen light, the only source of light coming from what I knew to be the open refrigerator door. All the better for concealing my presence, allowing me to approach her even more stealthily until ready to pounce. Easing up to the archway of the kitchen, I peered around the corner. Mary was nude which froze me in my tracks. Sneaking up on her now in this condition was obviously out of the question!

"What the hell?" I thought silently.

When I'd first spotted her, she was bent over peering inside the fridge. The sight of her beautiful ass so provocatively displayed in this fashion as she rummaged around inside one of the drawers had momentarily robed me of my senses. If I'd thought about it, my position was even more precarious than it had ever been, with very little leeway for me to hide or hope to be able to explain my standing there spying on her. Mary straightened having found whatever it was she'd been looking for. Leaving the refrigerator door open, she slid over towards the sink her back still towards me. I heard the sound of running water as she obviously washed whatever it was she'd removed. I'd nearly decided to turn and head back upstairs as quietly as I'd arrived when Mary stepped back suddenly, leaning forward against the sink, now standing with her legs partially spread.

"What's she doing anyway?" I now asked myself.

The appearance of what I now realized was a long slim cucumber had me questioning my sanity. I couldn't for the life of me understand why she was standing there in the stance that she was to begin with, holding the vegetable in hand the way she was, until I saw her slowly begin to insert it inside herself.

"Oh my God! She's using it to masturbate with!" I only then realized.

Mary slowly eased the cucumber inside the recess of her pussy until she'd taken as much of it as she possibly could. Leaning over even further now, she reached behind herself, clasping the fuck-toy in hand and began to move it in and out of herself with obvious delight. The pleasurable sounds of her coupling with the green prick she was using startled me. So unexpected, so obscenely erotic, as her breath came in short quick gasps matching the tempo of each thrust of her hand as the cucumber slipped in and out of her obviously went cunt.

With her back towards me, I wasn't too worried about her seeing me, and though I didn't exactly step around the corner, I had allowed most of my head to do so. Mary was still in the throws of her enjoyment; raising her head as yet another deep-throated groan escaped her lips. When she did, taking a quick glance out the kitchen window, her movement drew mine, suddenly seeing my own face in the window staring at her through a semi-mirrored reflection. For a frozen moment, our eyes locked. Mary gasped in alarm and surprise as I yanked my head back, too late, as it was obvious I'd been caught. In panic, I fled from my blown place of concealment, taking the stairs two at a time back towards my room.

"Scott! Wait! Wait!" I heard Mary calling out after me.

I reached my room turning off the light, jumping into bed as though that mere act alone could somehow absolve me of my having been caught peeking at her. Frightened more than I had ever been before in my entire life, I lay in bed, heart pounding furiously. The sound of footsteps, unhurried as they made their way up the stairway reached my ears. I listened, following them as they came down the hall towards my room, waiting for the inevitable knock, which never came. Instead, much to my surprise, but certainly warranted under the circumstances, Mary turned the doorknob which I had failed to lock, stepping into my room.

"Scott?"

I'd expected anger, fury perhaps. But the tone of her voice was anything but. Still afraid, unsure of what was to come next, I remained silent grateful for the darkness of my room that harbored my shame and embarrassment.

"Scott, its ok. I'm not mad at you. A little surprised, yes. After all, I had no idea you were even home," she began by way of explanation.

"I'm sorry," I finally stammered, the only thing I could think of to say to her. The image of her standing there still indelibly burned within my minds eye.

"I think its time we had a talk Scott, for several reasons. You need to know who I am for one thing, and for another, there is even more I think I should tell you now that this has happened."

Confused, bewildered, I continued to lie beneath the covers still praying that Mary wouldn't turn on the bedroom lights and thus reveal my shame. It was bad enough that I was feeling that way, let alone being forced to actually confront her with it physically as well.

She hadn't turned on the hallway lights either, so my room remained dark even though I could just see the faint outline of her form as she walked more fully into my room, crossing over to sit down on the edge of the bed next to me. In the next instant, I felt her hand gently brushing the hair out of my eyes even though it was still far too dark to make out the features in her face.

"You know what I was doing," she began.

Rather than answer her verbally, I nodded my head, her hand still stroking my brow immediately realizing my response.

"Then let me explain that, and a whole lot more to you," she continued. She paused, taking a breath collecting her thoughts, allowing me a brief reprieve to mentally prepare my defense, if there even was one.

"Your mother and I were the best...closest of friends. She knew me better than I even knew myself," Mary began telling me.

My initial thought at that moment even as I listened to her being, "What the hell has this got to do with your fucking yourself with a cucumber?" but I refrained from saying so of course, continuing to listen.

"Just because I never remarried after the death of my husband doesn't mean that I'm not a sensual, sexual person. Your mother knew that about me more than anyone else ever did. And, just so you know, I've only been with one other man since then, something that didn't work out for reasons too lengthy to explain here. But the point I'm trying to make is, I'm still very much a woman with sexual wants and desires."

Lying there listening to Mary speak hadn't eased my confusion or lack of understanding one iota. "I don't understand what you're trying to tell me," I finally confessed, causing Mary to pause, once again taking a deep breath.

"I'm getting there, let me finish," she said with the first tinge of sternness finally being heard in her tone of voice.

I said nothing, waiting patiently for her to begin again as the seconds of silence that lingered now between us seemed like an eternity before she spoke, picking up where she'd left off before I'd interrupted her, which is when I felt her shiver.

"It's cold," she whispered. "Scoot over Scott, let me get under the covers here so I can finish telling you what I have to say."

Mary had been nude when I'd last seen her. She'd come straightaway from the kitchen to my room, making me realize as I slid over against the wall, lifting the covers so that she could crawl into bed beside me, that she was in all likelihood, still nude. Pressed against the wall as much as possible to give her plenty of room without touching, our heads soon shared my single pillow. Her tone of voice was soothing as she spoke, alleviating whatever fears I had had. Knowing she was naked, the proximity of her beautiful body only inches away, soon fueled the flames of desire I'd been entertaining down near the kitchen. As much as I tried to shake off the sensation, my penis once again firmed having a mind of its own.

"Your mother knew that if anything ever happened to either of them, that I would be there," Mary started in again. "She made me promise that if that did happen, I would be there for you. At first, as you well know, it was difficult for both of us, making the adjustments so that we didn't get on one another's nerves, or in each others way. In time, I think we both found an acceptable balance, even forming a bond between us that we've both come to appreciate and accept."

Though it was dark and I still couldn't see her, Mary turned onto her side, supporting her head with her hand as she rested her elbow there on the bed, finally coming into contact with my own arm. My prick gave an involuntary lurch of awareness at this first contact.

What Mary had been telling me of course was all true. I understood that much, but I still didn't understand or comprehend where any of this was going or why. All I knew was that she was laying here in bed with me, naked. Mary took another breath, pausing as she sought the words to explain herself, and whatever feelings she felt she had to share with me for whatever reason.

"Like I said earlier, your mother knew me better than anyone. "We'd shared an apartment together, so she knew who I was, what I did,"

"Did?" I found myself asking before even realizing the words had escaped my lips. Once again Mary stopped, but this time she laughed.

"Yeah, I guess that does sound worse than it really was. What I meant by that was that your mother knew I was very sexually uninhibited, a bit of a flirt as well as an exhibitionist. It wasn't really a matter of tolerance, as much as acceptance of me as a person. The 'did' part, involved one of my favorite past-times, which for me was masturbation. I wasn't promiscuous; I didn't sleep with every guy I ever went out with. But like I also told you, I was...am," she amended quickly, "very sexual. I masturbate a lot, every single day, and sometimes two or three times a day, depending on how horny I get."

Hearing all this had stunned me back into silence. I didn't know what to say, or how to react to what Mary had just confided in me. My cock however found the strange topic stimulating as it throbbed there beneath the covers.

"When I made that promise to your mother that I would watch over you, I reminded her of the person that I was, questioning her about me being the wisest choice knowing that. That made your mother laugh, which is when she asked me to make her another promise, one I haven't had to worry about discussing with you until now."

Suddenly I was nervous and fearful all over again. My cock deflated slightly with the same worry and concern that I was feeling moments ago. Mary continued on however before I could raise the question myself, though she caught me off guard when doing it.

"Are you sexually active with anyone now Scott? I mean I know you've dated a few times, but I haven't really seen you with a steady girlfriend or anything. I thought perhaps when you went out tonight with your friends, that maybe this girl you were going out on the date with was someone special."

"No, not really. Just a friend," I answered back.

"No you're not really sexually active? Or no she's not anyone special?"

Her frankness had truly taken me off guard. But I answered her back just as truthfully as she'd obviously been with me.

"The most I have ever done is feel a girl up," I responded.

"You mean just her boobs?"

"Yeah..." I replied meekly.

"You've never done anything else? Never had sex with a girl?"

"No."

"But you do masturbate."

Her question wasn't a question of inquiry. It was a simple statement of fact. Somehow I felt that lying to her now would somehow damage the trust we'd begun creating together, though my spying on her down in the kitchen most likely had already done that.

"Well yeah, sometimes," I answered truthfully.

Mary laughed; I felt her hand once again lightly touching my face. "It's ok Scott, everyone does. Especially me!" she giggled comfortably in the darkness. "When you first moved in with me, I tried very, very hard not to allow my urges to cause either one of us any problems. Always careful to play with myself whenever I was sure you were asleep, or off doing chores, or seeing your friends. I didn't want the fact that I do this as often as I do, to become a problem for either one of us. I guess I should have expected that sooner or later you would catch me, or as I initially wondered, if I would also catch you."

Remembering that past night on the couch while Mary slept, and while I secretly masturbated while gazing at her suddenly made me feel both hypocritical as well as ashamed all over again.

"Then I think its time we both come clean with one another Scott, especially if we're going to continue on living together like this. The first thing which, like your mothers acceptance of me and who I am, I have to ask if you can accept me as she did."

"Yes, of course!" I answered easily.

"Good! And secondly, I think we need to better communicate with one another, perhaps establish a few simple rules that we can both abide by. No more sneaking around, spying on one another, as happened down in the kitchen. And in my case, pretending to be asleep while you sat masturbating on the couch next to me."

Mary's revelation of that experience stunned me. She knew!

"When you did that, I admittedly was aroused by it! When I thought you might actually stop, I purposely planted my foot against your leg so I could sense the movement of your hand, slight as it was. It thrilled, excited me to know you were touching yourself, staring at my breast, which I'd allowed to purposely fall out of my bathrobe."

"You knew? You knew what I was doing?" I asked.

"Yes, I knew then that you were for sure. I also know you'd taken a peek at me through the slit in the door, but as I didn't really see you, I didn't know if you were jacking off then or not. I tried to give you plenty of time to finish, if that's what indeed you were doing, but once you left the bathroom, I wasn't really sure. Not until later on after I'd pretended to fall asleep there on the couch."

It took me a while to digest everything she'd told me. Her hand continued to gently caress my face, trailing slowly down to my neck and shoulders as her fingers delicately traced the curvature of my flesh. "And I need to tell you, I used the traces of your cum that you'd left on your hand to masturbate with afterwards."

"What was the other promise?" I asked, suddenly remembering that, trying to change the subject as best I could feeling embarrassed for some reason, though after what she'd just told me, I shouldn't have been.

Mary swallowed. "Your mother told me that when and if you did become sexually active, that she wanted me to be the one to sit down and talk to you about it. Whether or not she or your father were still around, or had or hadn't spoken to you about anything."

"I know all about the birds and the bees," I responded a little indignantly.

"That's not what she had in mind when she asked me to talk to you Scott," Mary said. "What she asked me to do was to instruct you, teach you what it was really like to pleasure a woman. And to do so in such a way that whatever woman you eventually met, possibly married, would be appreciative of your skills as a lover. As harsh as this might be for you to hear this, especially now, your father never was considerate of your mothers pleasures. She might not have been quite as open-minded as I was, but she was very much a sexual sensual person too. After your mother and father married, and believe me...I know she truly loved him Scott. But their sexual relationship wasn't anywhere's near what your mother hoped it would be. So, she wanted me to ensure that you, understood what it was all about so that you wouldn't become in the bedroom the same way your father was."

"You mean to tell me that my mother told you to have sex with me?" I asked incredulously.

This time Mary laughed nervously. "Well, sort of. But only if and when you were ready, or even wanted that. I did promise I would tell you at least this much, and then leave that decision up to you. I told her I wouldn't attempt to seduce you, or coerce you into doing anything that went against your own feelings or desires. And I still mean that. But after everything that's happened and gone on so far, I thought that perhaps now was the time that we had this little chat and get things out in the open so to speak."

"Ok," I said unable to think of anything else to say at the moment.

"First rule then. In the future, if I'm sitting on the couch, and you decide you want to play with yourself, then do it, as I will. If I decide I don't want to be there, or watch you, which I can't for the life of me ever think I wouldn't, then either I, or you can leave. If there's a closed door, then both of us should certainly respect one another's privacy. But if there's an open door, then I want you to feel free to walk in anytime you'd like, and know that an open door into your room will say the same thing to me. Agreed?"

"Ah...sure, ok." I answered back still trying to absorb everything she'd just indicated.

"Now then, since I did come into your room unannounced here, I can leave if you wish. Or..."

"Or what?" I asked back.

"Or this," she said.

I flinched as the warmth of her hand surrounded me. Felt her fingers dance on the ivory keys of my instrument, playing a tender yet methodical tune on my cock.

"Oh God!"

"You like?" she barely breathed into my ear.

"Oh God, yes!" I responded as her hand took on an urgency of lust that we were both feeling.

In the past, I had often used lotion; preferably baby-oil to keep from giving myself 'jerk-off burn'. As Mary slowly began stroking my prick, giving it gentle squeezes with every up and down motion of her hand, she produced more than enough lubricant with which to pleasure me by. Pre-cum, oozing liberally from my shaft, Mary's hand capturing it, sliding it up and down my hardness, keeping me wet, slick and juicy. The sounds easily heard from beneath the covers, adding to the erotic deliciousness of not only what I was feeling, but sensing with each and every stroke of her delicate hand.​