I would like to extend a special note of appreciation to a young lady names Christie. She is a 27 year old lesbian that was nice enough to e-mail me with comments, thoughts and ideas on some of my previous stories and give me some sound advice on how to properly appreciate a woman's body. Christie, where ever you are, thank you so much for your insight and thoughts. Moose

Mary stepped out of the shower, dried off and walked over to the sink to do her hair. She looked at herself into the mirror and began yet another self-evaluation of her body. She stood just less than 5' 8" and still weighed a respectable 137 pounds. Her 34B bust line was her perceived down fall but the men she had known in her life seemed to like her small but pert breasts. Her nipples stood out like large erasers in the middle of her rose colored areolas. No Mary thought, for a 44-year-old mother of a college senior she looked just fine.

She walked into her bedroom, thumbed through her lingerie drawer and picked out a nice pair of panties with a matching bra and put them on. So, she thought if she still looked as good as she thought she did then why wasn't John paying as much attention to her as he had in the past? Well maybe it was just another aging marriage with its boring familiarity she thought, although when they did make love John still turned her on like he always had. Just the thought of his hard cock driving deep into her made her damp and she reached down and ran a finger just inside her labia to confirm her suspicions. Yup, she was wet.

Mary searched through her closet and finally selected a nice summer skirt and matching blouse and finished dressing. She really wanted to look good this morning because her son Brian was coming home from college for at least a week and he was bringing his latest girlfriend, Dianne. Dianne was all Brian had talked about on the phone for the last two weeks so it must be serious, maybe she was even marriage material. Well she thought, it's always best to make a good first impression.

Mary was at the kitchen sink when she heard a car pull into her driveway, park and the doors open. She dried off her hands and walked to the front door just in time to see her son walking up the steps with an absolutely blonde goddess on his arm. Mary opened the door and hugged her son and looked at the girl. "You must be Dianne. Brian has told me so much about you but he never told me how beautiful you were."

The girl by-passed Mary's out stretched hand and took her into her arms and hugged her and then kissed her on the cheek. "Why thank you Mrs. Rose, but to be honest you're even more beautiful than Brian described to me and I am so happy to finally get the chance to meet you."

Mary was a little taken aback by the girl's comments but she seemed to be genuinely sincere about meeting her so she dismissed them out of hand. "Why thank you Dianne that's nice of you to say. Oh, and please call me Mary"

"I will, thank you Mary."

"Hey you two, I need a drink, how about some iced tea. You did make some didn't you mom?"

"I sure did honey, it's in the fridge."

They walked into the kitchen and Brian and Dianne sat down at the table as Mary poured all three of them glasses of iced tea. When everyone had settled in and it was Mary that spoke first.

"So tell me, how long are you kids going to be home?"

"Well mom," Brian said, "I think well be here for about ten days, if that's OK with you and dad."

"Oh honey, of course it's alright and you know that your father can't wait to see you again."

"Look mom, I was thinking that I would go and get our bags out of the car and then Dianne and I could change into our suits and we could go out by the pool and get some sun. Dad did get it ready didn't he?"

"The pool is ready and I took the liberty of inviting over Beth and Ray Simmons over around noon and asked them to stay for an evening BBQ, I hope that is OK with you. Now why don't you get the bags and show Dianne to her room, then you guys can change and then we can sit by the pool?"

Brian looked strangely at his mother but said nothing about the proposed room assignments. "Sure mom, no problem. Look honey why don't you wait here with mom while I get the bags then we can get changed."

"OK baby."

Brian left the kitchen and went out to the car and grabbed both of their bags and went back inside the house. "Dianne, I'm back, let's go get changed." Dianne came out of the kitchen and followed Brian up the stairs.

"Is she kidding Brian, is your mother really going to make us sleep in separate rooms? I can't believe this. You told me that they were liberal and I don't want to sleep by myself can't you find a way to fix this?"

"Calm down it will be OK honey, I'll talk with mom and everything will be just fine, you'll see."

Brian showed Dianne to the spare bedroom and put her suitcase on the bed then went across the hall and tossed his suitcase into his old chair. For God's sake he thought, I'm 22 years old and I don't need this shit from mom. He changed into his swimsuit and then went across the hall to see if Dianne was ready. He opened to door and saw her standing by the window looking down at the pool. "Are you ready honey?"

"Sure babe, let go."

Brian and Dianne walked back downstairs, grabbed their iced teas and went out by the pool. Brian took two lounge chairs and turned them into the sun, laid towels down on them and helped Dianne get settled in. "So, what do you think of the house?"

"Oh Brian, I think the house is really great, and with the exception of the separate room assignment I really like your mom. Tell me about Mrs. Simmons though, what is she like?"

Oh, well she has been our next door neighbor the whole time I was growing up. I don't expect that you'll remember but she is the other lady in the picture of standing next to mom and me at the beach."

"Oh yea, I remember. The really slim, good looking, older lady with the big breasts. How old is she?"

"Ummm, I think around 55, why?"

"Oh, I was just thinking..."

"Dianne, didn't we have this discussion on the drive down here? I don't want you hitting on my mother's friend. For Christ sakes, she isn't gay or bi and besides she's 55 years old. If you're looking for another affair like you had with Janie then look somewhere else besides my next door neighbor."

"Oh Brian, you don't really think I would try and seduce your neighbor do you?"

"Yes I do and please don't."

Changing the subject Dianne said, "Oh look honey, here comes your mother now and look at that pretty bikini she's wearing."

"Hi mom." Brian said.

"Hi Mary. That suit looks just exquisite on you. Wherever did you buy it?"

"Oh, well thank you Dianne. Actually I bought it in Acapulco on my last visit."

"Hummm, well it looks very sexy on you. You must work really hard on keeping in shape. What do you do to keep up your muscle tone?"

"Oh just play tennis a couple of times a week with Beth and I do some exercises in the gym but nothing really special. But it sure is a nice compliment from someone as good looking as yourself."

At that moment the back gate opened and Beth joined them in the back yard. "Hi Brian," she called. "It's really nice to see you again and this must be Dianne - your mom has talked about her for days now. Dianne, I'm Beth, Mary's next door neighbor. My husband Ray was supposed to join us but he got tied up at the office."

They shook hands. "Pleased to me you Beth."

"Well Beth," Mary said, "why don't you help me get drinks and refills for everyone?"

Dianne watched as Beth joined Mary and they walked into the kitchen to get the drinks. Beth was wearing a short white sun skirt with a blue and pink paisley blouse and she was even more stunning than the picture Brian had on his desk at school. She and killer legs and large breasts, probably at least 36 C or D's and Dianne guessed that they sagged beautifully onto her chest. She thought that there wasn't anything better than an older woman with saggy tits, because they were much the better to pinch and suck on and she knew that almost all older women liked a lot of physical activity surrounding the sexual manipulations of their breasts. Yes indeed, Beth just might be a target of opportunity.

Brian watched as Dianne looked over his neighbor, then he whispered, "Dianne, didn't we just discuss this?"

"What?"

"You know what I'm talking about, leave Beth alone."

"Moi??"

"Yes you. Now come over here and sit down with me."

The ladies soon joined Brian and Dianne in the yard and they all sat around chatting about what Brian had missed since his last visit and what he and Dianne were planning on doing during their visit.

"Well I don't know about you three, but I'm going to get some sun," Mary said and she straightened out a towel on the lounge chair and lay down on her stomach.

Dianne looked over to Brian then she got up from her chair and walked over to Mary. "Mary would you like me put some sunscreen on your back?"

"Oh thanks honey, sure."

Dianne squirted some of the lotion into her palms and rubbed them together. She started spreading the lotion on Mary's shoulders and was working her way down her back when she came to Mary's bikini strap she just reached out and untied it and let it fall to the older woman's side. "Sorry Mary, I just don't want to get any grease on your suit."

"That's fine Dianne."

Dianne continued to spread the sunscreen until she was almost at Mary's waist the she moved her hands to Mary's sides and began oiling them too. With each stroke she came closer and closer to Mary's breasts, but never touched them. Then she moved down to Mary's legs. She started at her heels and ankles working her hands up her leg to her knee and the thigh and up to the suit line, her fingers almost brushing Mary's cloth covered pussy, then she did her other leg.

Mary was enjoying the sunscreen massage she was receiving from Dianne and it barely registered with her when Dianne neared her breasts. Then Dianne's hand came close to her pussy, "Ahem, well that was very nice Dianne, thank you." Mary reached behind her and re-tied her bikini top and rolled over and began to apply the lotion to her chest and abdomen.

"You're welcome Mary."

Brian lay there watching Dianne massage his mother but it never entered his mind that there might be anything sensual about it because his mind was thinking about something entirely different - playing golf with his father on Saturday.

"Are you OK honey?" Mary asked her son. "You seem to be a million miles away."

"Oh, I'm sorry I was just thinking about playing golf with dad."

Mary and Beth chatted inanely about the girls of the country club set but Mary's eyes watched her son and Dianne as they swam and played around in the pool. Dianne was younger than Brian, at 19, but she was almost as tall, probably around 5'10" and her long curly blond hair framed a face that seemed to sparkle through her deep blue eyes. Her breasts certainly filled out her swimsuit as they were maybe a 34 or 36D cup. Mary's mind suddenly conjured up a vision of Dianne naked in Brian's arms and she wondered if the girl was a good lover. Christ Mary, she thought, what has gotten into you. She shook her head then stood up. "Hey you two, I'm going to take Beth with me and go into the house and start dinner. You kids stay and have some fun."

"OK mom, thanks for sitting with us."

Mary and Beth walked into the kitchen and while Beth started working on building a salad Mary went up to her bedroom where she slipped out of her bikini and stepped into the shower to wash off the sweat from the sun and the lingering sunscreen. When she finished she dried off, changed into slacks and a blouse and went back downstairs to help Beth with the dinner.

After the BBQ dinner and after-dinner drinks Ray and Beth left for their house and Brian and Dianne excused themselves to go to bed. "Mom, dad we're just real tired after the drive and long day so we'll see you all tomorrow, OK?

"OK honey, we'll see you two in the morning."

"Good night son, Dianne. Sleep well."

It was just ten o'clock when Mary kissed John and told him she was headed to bed. "I'm just a plum tuckered out old woman, but I'll wait for you if you want me too."

"No, that's alright honey you go to bed but I'll be up in a few minutes I just want to catch the start of the ten o'clock news."

Mary walked up the stairs then down the hall and noticed that Dianne's door was wide open and she stopped, thinking that she would wish her a good night when she realized that the girl wasn't in the room. Then she heard Dianne's voice coming from her son's bedroom.

"Oh God Brian, harder, do it harder."

Mary stood stark still as she listened to her son and his girlfriend making love.

"Of fuck honey, you're so big and that feels wonderful but you've just got to do it harder. That's it baby, hard and deep, just like I like it. Ohhhh yessssss, I'm gonna cum baby. Yessssssss, Oh fuck yesssssss."

Mary was embarrassed that she was standing there eavesdropping on her son and quickly moved down the hallway and into her bedroom. She stripped off her clothes and walked into the bathroom and stepped into the shower. While she was washing off she thought about what she had heard coming from her son's room and even though she tried not to get excited by it, she did. Oh God damn it, she thought, I shouldn't be thinking about my son and his girlfriend this way, it's wrong.

The next day after Brian and John left for their golf game Mary asked Dianne if she would like to go shopping at the mall.

"Sure Mary that would be nice."

They had been at the mall for almost two hours when Dianne suggested that they grab a cup of coffee. Mary led Dianne down a side corridor and up to a Starbucks Coffee stand. The each ordered a latte with whipped cream and sat at a table near the center of the mall.

As they sipped their latte's Mary asked Dianne. "So tell me, what are your goals in school, I mean what do you want to do?"

"Well, I'm a history major and when I finish I want to go to law school."

"Really, that's interesting."

"Why do you say that Mary, don't you believe that women make good lawyers?"

"Oh no, quite the opposite. When I was in college I wanted to be a lawyer too, but they weren't admitting a lot of women in those days, so I settled for marriage instead."

"Wow, that's too bad, I'll bet you would have been a great lawyer. What did you want to specialize in?"

"Criminal law."

"Me too, now that's just too weird."

"Well honey, you ready to shop some more?"

"Yup, let's go."

They walked down the main corridor until Dianne spotted a Victoria's Secret. "Hey, let's stop in here, I really could use a couple of nice new sexy bras. Do you buy your bra's here?"

"Not really, with my small bust, bras haven't really been a big thing to me."

Dianne turned and starred at Mary's bust line. "You're not small Mary, not really. What size bra do you wear?"

"34B"

"OK, let's look for a sexy bra for you too. I'll bet John would like that, wouldn't he?"

"Oh I guess so."

They went from table to table, Dianne finding a couple of bras that she liked but Mary didn't pick out anything until Dianne held one up in the air. "Look at this one Mary and it's just your size."

Mary looked across the table and saw that Dianne was holding a lavender push-up bra that had the most beautiful little white bows on top of each cup. "Oh that does look cute."

"Good, then let's try it on."

Mary took the bra into a changing booth while Dianne waited outside. Finally Dianne asked, how does it look?"

"Well, I... I think it's OK."

Dianne stuck her head through the curtain and looked at Mary. "Well I think it looks just great!"

Mary was startled, "Oh Dianne, I..." she covered her breasts with her arms, I didn't know you were going to peek inside."

"Well it's just us girls Mary and besides it looks so nice on you, you'll just have to buy it. I'm going next door and try on mine; I'll be ready in just a second." She took her head out from between the curtain and walked into the next booth and took off her blouse and bra. She rubbed her breasts where the wire supports pushed under her breasts then put on the first bra. "Mary, can you come here a second."

"Uh huh, I'm right here."

"Well come in and tell me what you think."

Mary stepped into the booth and looked at the bra. "I... I guess it's OK, I mean it looks nice on you."

"You really think so? I was thinking that the color didn't blend well with the color of my skin. Let me try on the other one and I'll bet you notice the difference." Before Mary could even turn around Dianne had reached around behind her and unsnapped the bra and dropped it onto the seat. "See these lines, that's where the wire cuts into my breasts and I really hate the marks much less how much they hurt." Dianne lifted her breast to show Mary the lines.

Mary was embarrassed by the flagrant display of the young woman's breasts but didn't know what to say. "Uh, well... I see what you mean."

Dianne tried on the second bra and they both agreed that the color and fit was much better so Dianne changed back into her clothes and they each bought the bras they had picked out.

"Dianne, do you want to stop here for lunch or head back home? I do have some nice leftovers in the fridge if that's OK with you."

"Let's go home. I would just love to sit around with a nice glass of wine and just chat with you."

"Me too." They left the mall and thirty minutes later Mary pulled into her driveway. She pulled out a chicken and carved off several slices and put them onto two plates, then she sliced a tomato into quarters and put two pieces on each plate then with two scoops of cottage cheese lunch was ready.

"What can I do Mary?"

"Hummm, well why don't you grab a bottle of Chardonnay out of the fridge and we'll open it, that should go nice with a lite lunch."

Mary and Dianne sat at the kitchen table talking about Brian, school and 'girl stuff'. After a while Mary said, "I was wondering if I could ask you a personal question Dianne."

"Sure, no problem."

"Well I noticed that when you were wearing slacks last night that you didn't have a panty line and I really hate panty lines so I guess I was wondering... well, don't you wear panties?"

Dianne looked at the older woman in amazement then sat back and roared with laughter. "Good God Mary, haven't you ever seen a pair of thong panties?"

"Uh... well sure but I didn't think... Oh Christ, how stupid of me."

"It's not stupid Mary, you just weren't thinking like a teenager, that's all. Here let me show you what I wear." She stood up and lifted her skirt to waist, turned a 360 and showed Mary her pink thongs as well as her perfectly formed butt. "See here how the strap fits between my cheeks, ergo, no panty line. You really ought to try a pair especially since you don't like panty lines."

"Oh I don't think I would like the strap rubbing between my cheeks."

"You'll get used to it. You know were about the same waist size, I'll get you a pair of mine and you can try them for a day or two and see how you like them... I mean if you don't mind wearing a pair of my panties."

"I guess I could try a pair. I mean it would be a shame to buy a pair then not like them. And no, I don't mind using a pair of yours."

The two of them finished off the bottle of wine then opened a second bottle. "What do you think about getting some sun while we wait for the guys to come home?" Dianne asked.

"Good idea, let's go get changed."

The two of them changed clothes and then walked out to the pool both wearing their bikinis and carrying their glasses of wine. Each fixed their lounge chairs so the sun would hit them just right, spread their towels then sat down.

"Dianne, would you do my back honey?"

"Sure." Dianne set down her glass of wine and walked over and sat on the edge of Mary's lounger.

Without even thinking about it Mary reached behind her and untied her top and then lay back down. Dianne started gently applying the lotion on Mary's shoulders and worked her way down to the top of her bikini bottoms. Then she used one hand on each side of Mary's body applying lotion only this time she let her hands stray a little farther down until her fingertips were just right at the sides of her breasts, then she stopped and moved down to her legs. She applied the lotion from her feet her bikini, never touching her bikini-covered pussy but coming very close. There you go Mary, all done.

Mary refastened her bra and turned over and applied the lotion to her chest, abdomen and finally her legs. "You know Dianne you could have been a massage therapist with those hands, I mean that really felt good. Would you like me to do your back?"

"Sure, that would be great." Dianne reached back and undid her top, removed it and laid it on the table next to her glass of wine. "You don't mind, do you? I mean it's just us girls and you've already seen me topless anyway."

She was a bit embarrassed but didn't know what to say. "Uh, no, I guess it's OK."

Dianne lay back down and waited for Mary to begin. She idly wondered if Mary would try and rub as close to her breasts as she had hers. She didn't think so but you never could tell. Dianne was sure that she was establishing a close relationship with Mary and she was going to try and take it to the next step only she knew that she would have to go slowly unless the older woman initiated something herself. She was positive that Mary was totally heterosexual and that she had a decent sex life but she was just as positive that she could seduce the older woman. And besides, Brian had only warned her about seducing Beth not his mother.

Mary applied the lotion in a very clinical manner never getting close to Dianne's breasts much less her pussy. When she was finished she sat back down on her chair and Dianne rolled over and finished oiling herself. She paid special attention to her breasts and nipples and even though Mary was wearing sunglasses she was positive that she was staring at her.

They sat there and talk for a long time. Mary tried not to stare at Dianne's breasts but it was difficult to hold a conversation and not stare at her breasts. Dianne's breast stood out from her chest without an inkling of a sag and she had half-dollar sized brown areolas with pert nipples. After a while Mary looked at her watch and saw that it was 2:30. "I think we should probably go get cleaned up, the guys will be home soon."

"That's a good idea."

They got up, picked up their towels and went back into the house to shower and change. Mary had just stepped out of the shower she was startled to find Dianne standing in the doorway staring at her. She instinctively covered her breasts and pubic region with her hands and arms. "Oh my God! What are you doing in here Dianne?"

"I'm sorry if I'm intruding Mary, but I was looking for a clean towel, mine all gunky with lotion."

Mary was standing there stark naked and was confused about what to do or say, then finally she stuttered out a response. "Well the towels are in the hall closet. You can find what you need there dear."

"OK, thanks Mary." But instead of turning around and leaving Dianne walked right up to the older woman until she was standing only inches from her, "I may be out of line Mrs. Rose... Mary, but I just have to tell you that your body is even more spectacular without clothes than it is with them and that is very unusual." She lifted her arm and ran a finger down Mary's cheek, across her lips and then down over her right breast and nipple. "Yes indeed you are absolutely beautiful." Then, without another word, she spun around and walked out of the bathroom and into the hall.

Mary stood in the middle of the bathroom staring at the empty doorway. She was stunned by the brazenness of the girl, to just walk in while she was showering and then to stand there and talk to her about and touch her body. God what was the younger generation coming too? Still, there was something innately sensual about the girl. The way she looked at my body, they way her finger grazed my breast, those pouty lips smiling at me. Mary looked down and realized that her nipples were as hard as rocks and then she reached down and ran a finger between her labia and found that she was dripping wet. God damn it, this girl had turned her on. What the hell was that all about? She had never even entertained a thought about another woman and now she had been turned on by her son's girlfriend.

That evening at dinner John sat at the head of the table with Mary to his right and Brian and Dianne across from Mary. They talked about family and some more about college and what Brian wanted to do when he finished college and just about anything else that came up. After dinner Brian and Dianne cleared the table while Mary and John adjourned to the media room.

Dianne was washing the dishes while Brian dried and put them away. "So," Brian said, "what's up with you and mom?"

"What do you mean honey?"

"Look Dianne, I saw the way mother looked at you while we ate, or more accurately didn't look at you. She hardly said a word and her eyes were always looking down towards her plate every time you looked at her. She seemed quite confused about something. You didn't come on to her did you?"

"Brian! I can't believe that you're asking me that.

"I'm sorry honey, it's just that I know how much you like older women and mom seemed so... oh I don't know detached from us tonight, that's all."

"Well if that was an apology then, apology accepted, now let's get ready for bed. I need that gorgeous cock of yours in my pussy and real soon or I'll have to take care of myself."

They walked hand in hand into the media room. "Mom, dad? Dianne and I are really tired so we're going up to bed. Thanks for a great day and super dinner mom."

"Thank you honey, we'll be up soon too."

"Yea Brian," John said, "It's good to have you home even if you still can't play golf worth a lick."

"Good night all." Brian and Dianne said as they left the room and headed upstairs. As they reached the top of the stairs Dianne whispered into Brian's ear. "Look Brian, let me go into my room and change and then I'll sneak over to your room and we can make love. You get ready now baby and I'll be right there."

Brian was standing next to his dresser when he felt a hand on his shoulder and he spun around. Dianne was standing behind him wearing only her beautiful smile. "God Damn it Dianne you scared the shit out of me."

"Oh I'm sorry baby, here let me make you feel better." She dropped down onto her knees and reached out and slid his Jockey shorts over his hips and down his legs. His cock was at half-mast and as she ran her fingers up the seven-inch shaft it grew to its full length and she sucked him into her mouth. Her tongue swirled around his circumcised cock finally teasing his sensitive ridge.

Mary looked down at her watch and saw that it was ten minutes to ten. "Honey, I'm headed up to bed too, I'm exhausted."

"OK, I'll be up in a few minutes I just want to catch the beginning of the ten o'clock news like usual."

Mary walked up stairs and down the hall and when she passed the guest bedroom she again saw the door open and Dianne's clothes strewed around the room. Then she heard voices coming from Brian's room, only this time she knew what they were doing and she wanted to listen. She closed her eyes and imagined Dianne, on her knees doggie fashion, her large breasts bouncing back and forth, while her son's cock pumped in and out of her sweat drenched pussy. Then she heard Brian's voice.

"Oh God honey, that feels so good, keep on sucking my cock. That's it; bite the head just a bit. Go on, it won't hurt. Shit Dianne, you need to stop I don't want to cum in your mouth, I want to fill you pussy tonight."

Mary was mesmerized by her son's words. She knew she shouldn't be listening but she couldn't pull herself away from his door. The image of her son and Dianne naked and making love was making her so wet and she was enjoying the verbal voyeurism, so she stood in the hallway, very quietly, and listened as they continued.

"How do you want me honey?"

"Get on your knees on the edge of the bed; I'm gonna fuck your pussy raw."

"Oh... Oh God. Oh My God Brian, do me deeper. That's it honey, fuck me harder. Slap my ass baby, I want your cum in me and I want to leave this bed with a red ass, so make me cum."

Mary could hear the slapping of flesh and she wasn't sure if it was Brian slapping Dianne's butt or if it was their bodies slapping together and she really didn't care. She reached down, unzipped her slacks and put her hand inside her panties and found her clit and she began to rub it as she listened to the two of them.

"Fuck Brian, I'm ready to explode, pump harder."

"Me too baby, here I cum now! Argggghhhhhhhhhhhhhh"