"Mrs. Fascione" copyright (c) 1997 by BillyG - All rights
            reserved


                     The Lady Next Door, Mrs. Fascione

                                      by BillyG (hayden@mindless.com)


                 I was twelve-years-old and just starting to be nudged
             around by the first stirrings of my testosterone storm.
             Oh, I was no stranger to my sexual fascination nor to
             those impossible-to-describe delicious feelings I'd come
             to seek after, touching myself under the covers at night.
             But I'd not been pushed to that state of sexual hunger .
             . . that hormone-induced state of arousal that my father
             referred to as "an ingrown hard on."  At least not until
             age twelve.

                 My sexual history to that time was marked more by
             enthusiastic interest than experience...if you don't
             count my indefatigable voyeurism.  I'd been taking every
             opportunity to look at girls  - usually in my family  -
             for several years.  In the last several years, I'd worked
             at developing the appearance of the "dumb kid" who hangs
             around  - nice, but without a clue.  My mother's friends
             who'd come over to try on clothes - my mom was an amateur
             seamstress of some talent  - would change in front of
             "the kid" playing off in the corner. As a boy in the
             presence of disrobing ladies, I knew my presence would be
             tolerated only if I appeared to be totally disinterested.
             Without realizing it, I improved my peripheral vision
             remarkably before the age of ten.

                 While sneaking sidelong glances at women in their
             underwear may have worked at age ten, by age twelve, I
             was moving into that period of being hyper aware and
             horny as a toad.  I wanted...no, I *needed* something,
             and I didn't know what it was.  Except that it had to do
             with girls and sex.

                 At this point in my burgeoning adolescence, I'd have
             been insulted at the requirement for a baby sitter, but I
             accepted that the lady next door might just "look in on
             me" when my parents were away. Mrs. Fascione was the
             divorced lady who lived next door with her three
             daughters and one son, a pimply-faced nerd of a kid my
             age with a high-pitched, whiny voice who picked his nose
             and who I could barely tolerate.  In contrast, his older
             sisters were clear-skinned, vibrant and terribly sexy
             girls.  If they noticed me at all, it was to dismiss me
             with an offhand contempt.

                 On the other hand, Mrs. Fascione, their mother was a
             knockout. She had long, black wavy hair, an olive
             complexion and uncharacteristic light blue eyes.  She
             exuded sex, I thought, and she had me bewitched.

                 Mrs. Fascione  - I don't think I ever knew her first
             name - visited my mother almost every day.  She said our
             house was so much more peaceful than hers.  She was
             right! My mother said she made wonderful coffee and she'd
             almost always bring a pot with her.

                 One of my first sexy memories of this lady was of her
             walking across our backyard in a light house robe that
             the wind had whipped about her thighs, pressing against
             her body.  She was a little younger than my mother, but
             still "an older women."  She might have been in her
             middle to late thirties.

                 Because I noted things like this, I was aware that
             she was a little bigger than my mother.  Even then, I
             thought her figure was a bit exaggerated. She had a slim
             waist, wide hips and large, swaying breasts.  I remember
             the breasts well, for they moved in a languorous fashion
             under her house robe, well accented by prominent nipples.

                  As she walked across the yard, I was watching
             through the window, wondering what she had underneath her
             robe, wishing it were nothing! I was almost certain she
             didn't use a bra, because I knew what my mother's breasts
             looked like when she didn't wear one.  Puzzling the state
             of her lingerie, I was startled when a gust of wind
             picked up the hem of her robe and carried it well away
             from her, exposing one thigh to her hip and a pair of
             bloomers.  I suppose that's what they were called
             then...or step-ins...you know, the full, loose-legged
             silky shorts that "older" ladies wore (or so I imagined).

                  I remember she was carrying the coffee pot in her
             right hand and when her gown was blown open on the same
             side, she couldn't immediately reach it with her free,
             left hand. Swinging her body about, trying to grab the
             flapping gown, it opened more.  Time slowed down.  I can
             see her yet, about eight feet from the house, her white
             step-ins with lace on the legs, pulled into her crotch
             and cushioned by a mass of dark pubic hair.  My world
             constricted down to my view of her pantied crotch.

                  She had to set the coffee pot down first and then
             pull her robe across her legs. She looked around as if to
             see if anyone had noticed. I remember she was laughing as
             she re-tied it and picked up the pot. At that moment, our
             eyes met.  I was frozen, entranced, and incapable of
             pulling my eyes away.  There was never any doubt that she
             knew I'd seen her...that I'd seen her underwear.  She
             smiled at me, easing any concern that she'd be angry and
             say something to my mom.  I just knew it was okay between
             us.  We had a secret...the first secret I'd ever had with
             an adult women.

                  Over the weeks and months, she and my mother became
             close.  I'd often catch snatches of conversation between
             them that hinted of "naughty things."  I continued to
             make myself available without, I thought, being too
             obvious.

                  Mrs. Fascione, it turned out, had several different
             house robes.  They all shared a common sleekness that
             hugged her body and accented her breasts and nipples.
             We'd grown increasingly chummy and I availed myself of
             her loving hugs each day.

                  In experiencing those total body hugs, I learned
             that I needed to concentrate on one thing at a time.  The
             feeling of all her body was too much at once.  If I
             remembered to concentrate on one thing, say her breasts,
             I could savor their weight and fullness as we hugged.
             Another day, I'd try to get close to her hips and feel
             her crotch against my thigh. My schemes didn't always
             work, but when they did, I was there. I had no notion of
             her awareness of me, but I supposed she didn't pay much
             attention.  I was wrong.

                  The summer I was twelve, my parents were to go away
             for the weekend.  I welcomed the chance to be alone and
             to prove what a grown- up guy I was.  Mrs. Fascione was
             "to look in on me" from time to time.

                  Mom and Dad had left early Friday afternoon,
             intending to be gone until Sunday, and a note assured me
             that Mrs. Fascione would bring over  something to eat,
             but that it'd be later in the evening.  That was okay
             with me.  I knew when she visited my mother later in the
             evening, she tended to stay later into the night.

                  Around 8:30 in the evening, she came over with a
             bowl of hot pasta. She was wearing a floral summer dress,
             buttoned down the front, the top three buttons undone.  I
             remember that part well.  As she bent to place the bowl
             on the table, I got a glimpse of her breasts, hanging
             heavy in her dress, swaying and without a bra.  I was
             accustomed to her braless in the mornings, but this was
             the first time I'd noted it when she was wearing a dress.

                  I tried not to stare.  Have you ever attempted not
             to look at something that fills your mind?  It was all I
             could think of.  "I won't look, I won't look," I thought
             to myself, as I found myself staring at the rounded curve
             of her breast.  Snatching my eyes away, I pretend a keen
             interest in the tea pot.  My eyes might have looked like
             I was watching an erratic tennis game.

                  We'd turned off the kitchen lights as we usually did
             in an attempt to feel cooler on a hot summer evening.
             The soft light from the street lamp cast an orange glow
             inside the kitchen, pushing back the deep shadows.  Mrs.
             Fascione sat half in light, half in dark. Her southern
             European features were made more prominent by the soft
             contrast of the half light.

                  We fell silent and I could hear the crickets in the
             garden.  I was aware of my breathing and then became
             aware of hers.  Her breasts moved up and down, the
             nipples prominent and rubbing the inside of her dress.
             Did she know that I was looking at her tits?  Did she
             remember my looking at her legs, at her underwear that
             morning?

                  Suddenly uncomfortable and self conscious, I rose
             and took the dishes to the sink, saying, "I'll wash.  You
             dry?"

                  "It's a deal," she agreed in a husky voice as she
             came to stand beside me.

                  I'd had a growth spurt that summer, but still stood
             several inches shorter than she.  I passed a washed dish
             across my body to her. She reached for it and her heavy
             breast pushed into my arm.  My entire awareness narrowed
             down to the weight of her tit touching my bare arm. The
             process repeated itself.  Each time as she dried, her
             breast rubbed against my arm.  Now I could feel her
             nipple, hard and, I thought, urgent.

                  The image of her bare thigh and underpants filled my
             mind.  I realized we'd fallen silent.  She slowly moved
             her body, brushing the weight of her breast across my
             arm.  I leaned into her a little to press closer and felt
             her left hip against my leg.  We stood there for long
             minutes as a sexual tension became almost palpable.

                  In a soft whisper she said, "You're such a nice boy,
             Billy . . . so grown up...so manly."  Then with a husky
             laugh she added, "Give me one of your hugs, won't you?"

                  "Sure," I said, turning toward her and moving to
             slip my hand around her back, but she'd moved at the same
             moment and I suddenly had her breast in my right hand.

                  "Yes-s-s-s," she hissed in my ear, "that feels so
                  good."

                  Looking down into the partially opened neck of her
             dress, I could plainly see the swell of her breast as I
             pushed upward on her tit.  She stepped into me,
             straddling my left leg, pushing her mons onto me and
             slowly grinding her pelvis.

                  I could feel my cock, almost painful in its
             hardness, pushing into her belly.

                  We made eye contact for a moment and then she opened
             her lips and began to mouth my lips, her tongue snaking
             into me.  I was lost. My world was spinning.  The
             indescribably exciting feeling of her full body pressing
             against mine, her breast in my hand, her pubis rubbing on
             my leg.

                  We didn't speak...I simply couldn't.  I could barely
             breathe.

                  I became aware she'd been unbuttoning the top of her
             dress. Pulling it open with her right hand, her other
             breast was suddenly free and hanging there, inches from
             my mouth, like over-ripe fruit...I leaned down and took
             her nipple in my mouth and began to suck.

                  The memory is frozen in my mind.  I remember the
             whiteness of her flesh and the weight of her breast.
             There was a little sag that was off put by the upward
             tilt of her areola...a dollar-sized brown circle,
             protruding in its own right.  He nipple was thick and
             hard and she moaned when I nipped on it with my front
             teeth.

                  As we ground into each other, I dropped my left hand
             to her buttock and pulled myself tighter to her, feeling
             the size of her thighs against me.  Emboldened, I reached
             down and inched her skirt up slowly.

                  Inside my head I was saying, "See, Mrs. Fascione,
             I'm pulling your dress up.  Can you feel my hand on your
             thigh? I'm running my hand up under your dress Mrs.
             Fascione...can you feel it?  Now, I feel your panties!
             Are you gonna just let me feel you up all I want?"

                  Her answer to my unvoiced question was to reach down
             and pull her dress to her waist.  Looking down I could
             see she was wearing brief panties, must like those I
             found of my mom's in the dirty clothes hamper.  And much
             like mom's, I could smell her sex.  The odor hit my brain
             like a sledge and if it were possible, I became even
             harder.

                  I ran my left hand inside the back of her waist band
             and down to her fleshy buttocks.  I was surprised how
             firm they were and how deep the valley of her buttocks
             felt to be.  She spread her legs a little, giving me more
             room.  I tried to reach way down into her crotch from the
             back, but couldn't quite get there.  As if understanding
             my problem, she angled her hips away just a little and
             opened her legs another few inches. I pulled my hand
             around to the front, under her panties, and down to the
             base of her rounded belly. I remembered the prominent
             cushion of hair I'd seen under her step-ins weeks before.
             I'd once caught a brief glimpse of my mom's public hair
             and I thought Mrs. Fascione's was much thicker.  The
             dense tangle of luxuriant growth I entered confirmed that
             fantasy.

                  Cupping her pubic mound, I was half-mad with desire
             and uncertainty. I paused, afraid to continue.  More, not
             knowing what to do.  Again, she helped me.  Pushing my
             hand with hers, I suddenly felt a pulpy-warm and
             sodden-wet place.

                  "Yes-s-s-s," she whispered again. "There... Do it
                  there!"

                  I stepped back again and looked at her in the
             half-light.  She stood, legs parted, dress open at the
             top and one breast exposed, her hand holding her skirt up
             to her waist and her panties now bunched down around my
             hand cupping her sex, a forest of dark hair at the base
             of her belly, running up to her belly button.

                  There was something terribly thrilling about this.
             It was as if I were saying to her, "I'm looking at you.
             Not just nude.  I'm looking at you with one breast
             hanging out and your panties down with my finger in your
             pussy.  You're mine, aren't you!"

                  Again, reading my mind, she said, "Look at me,
             Billy. Yes, touch me... There.  Put your finger
             inside...please...now!"

                  Out of control now, I pushed my hips to her pelvis
             and began humping her.  We were both moaning.  I was
             trying to fuck her pussy with my hand.  My fingers and
             hand were soaked with her wetness and the smell of sex
             was almost overpowering.

                  We were slamming into each other, almost brutal in
                  our need.

                  She suddenly stiffened and let out a long groan,
             "Ohhhh, I'm commminngg...I'm commminnnggg."

                  On the heals of that, I felt that runaway train of
             pleasure rise from deep within me and jet out my cock,
             still inside my pants and jammed against her thigh and
             hip. Spurt after spurt of indescribably pleasure shot
             from my dick as I mindlessly grunted, "Unnnghhh . . .
             unnnghhh...unnghhh"

             ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

             Epilog: More than anything, I wanted to fuck her then and
             for months later.  It was never to happen.  It appeared
             to have been a one-time thing.  While we had a special
             bond from then on, I was never to feel her up again.  Oh,
             she'd wink at me after flashing me now and then and would
             give me sexy hugs and brush her tits against my arm, but
             she never allowed us to be alone together again.

             Once, when I complained, "You don't love me any more,"
             she just smiled. She replied, "Yes I do, more than you
             know, but you need to be with young girls."

             I moved away a few months later, never to see her again.