Mrs. Fascione 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 talking 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 breath. 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.