Helen Ford had just stepped out of the shower and was toweling off when her husband of 23 years walked into the bathroom. He was already dressed and ready for work but he stood at the mirror and fussed with his tie then shyly glanced over at his wife, "Hey honey, what's on your schedule for today?"

Helen turned and dropped the towel to her side looking for a sign, any sign that Richard might be just a bit stimulated by her nakedness — she even reached up and caressed her breast but she didn't see anything in his mannerisms that even suggested he knew or cared that she was naked. "Well I've got a doctors appointment at eleven this morning, then I'm off to my teaching seminar at school." Helen was the local high schools' science guru; teaching biology, chemistry and all of the pre-med courses and was also responsible for assisting the gifted students with their twelfth grade science projects. Helen walked over to Richard and snuggled up to his back, her hard nipples poking into his starched white shirt, her hands sneaking around his ample mid-section and caressing his manhood through his trousers. She kissed him on his neck.

Richard pushed her hands away and took a step backward then said. "Please Helen, not now; Christ, look at what you've done to my shirt." He straightened his shirt and fixed his tie.

"Not now... then when Richard? You're going on a week-long trip on Wednesday and it's been so long since we made love..."

"I know honey, but now isn't a good time." Richard turned back to the mirror and fussed with his tie again then ran his fingers through his thick brown hair and without even looking back at Helen he turned and walked towards the door. "Well you have a good day honey." Then he was gone.

Helen stood there stunned and hurt. Why was this happening to her and what was wrong with their marriage? Was there something wrong with her that she couldn't turn on her husband any more? She finished drying off and then looked at herself in the mirror. Her breasts were still pert enough although she figured that was more due to being a 35B cup than any attempt to keep herself physically fit. She turned and looked over her shoulder at her butt and noticed that there was just a hint of sag but nothing that should turn off any red blooded man. Her weight was good; she was slightly less than 121 pounds which she carried well on her five-foot seven inch frame. She smiled to herself, damn; I'm not too bad for a forty-six year old mother with a daughter ready to graduate college.

Helen thought about her husband and realized that even with a less than perfect sex life that her marriage was basically a good one, twenty-three years of mostly marital bliss and a lot of love making, at least until Richard's heart attack. She had always been a highly sexed woman and she was use to making love two or three times a week — at a minimum. She smiled remembering how Richard turned her on in the bedroom but all of that was nothing but history now — they hadn't been intimate in almost fourteen months and she didn't know if she could stand much more sexual frustration. Helen had just assumed that if she could find a way to get Richard interested in her, and in sex again, everything would be fine but he refused to even talk about sex much less do it. Ever since his heart attack he hadn't touched her, held her or even gotten hard, not once. Oh they hugged and kissed but it was more like a brother and sister than man and wife. At first she thought that it was just a normal reaction to having a heart attack at the youthful age of fifty-one but the doctors had told both of them that sex was not only safe but a good exercise... still she couldn't get him to try it at all.

Helen walked into the bedroom and opened the closet to pick out something to wear when she remembering what had happened to her at her last doctors' visit and she blushed with a renewed embarrassment. During her visit to Dr. Lyon's office she had discussed her husbands problems with sex and Dr. Lyon's had been sympathetic and had even giving her some ideas of ways that she could stimulate Richard's interest in her. What happened next though mortified her although Dr. Lyon's seemed to take it in stride, letting her know that 'things like that' happen and not to worry or be embarrassed but still she wouldn't ever forget that afternoon.

Dr. Lyon's had finished the preliminary portions of his physical examination, including her breast exam, when she realized that she was getting sexually stimulated. At first she didn't know what was happening then she realized that with a lack of sexual satisfaction at home the doctors' manipulations were exciting her, letting her libido rage out of control. Embarrassed by her body's reaction she tried to will herself not to respond but it just wasn't doing any good, none at all. The more his fingers touched her skin the more excited she seemed to become until she felt herself getting wet. The finally insult came when she was lying on the exam table, her legs up in the stirrups, as Dr. Lyon's performed a vaginal examination. When his fingers entered her she suddenly tensed up, her butt raised in the air and she had an orgasm.

Helen remembered it like it was yesterday, her entire body shivering with excitement as her vagina clenched down on his fingers then she turning a bright red color as she stuttered out an apology but Dr. Lyon's simply patted her knee and in a very fatherly way told her that some women reacted that way to an examination and not to worry, that he understood. Determined not to have a repeat of that embarrassment she pulled out a plain white bra and pair of panties reminiscent of what her grandmother probably wore. She searched through her dresser until she found a pair of pantyhose and as she began to ease them up her legs she changed her mind, deciding that she was just going to have to remove them at the doctors' office anyway. Helen walked back over to the closet and took out a conservative dress and while slipping it over her head she once again prayed that there wouldn't be a repeat of the same fiasco during today's visit.

Ten minutes later and very conservatively dressed, Helen walked into her living room and grabbed her briefcase with the new science curriculum and the accompanying textbooks and walked out the front door and to her car. At five minutes to eleven Helen signed in with Dr. Lyon's receptionist and took a seat in the waiting room thumbing through the science curriculum, making changes for next years senior class while she waited for the doctor.

At approximately the same time that Helen was slipping into her bra and panties Chris Fine and Jesse Wilson were quietly sitting in chairs facing Dr. Lyon's desk while he looked at their transcripts from the university. Chris and Jesse had just finished their sophomore year as pre-med students and their mentor, Dr. Christian, had secured them a summer position at Dr. Lyon's office where they could observe a physician doing his daily tasks, help with physical examinations and learn more about the clinical diagnosis process. That morning the clinic's nurse had issued them both the standard short white laboratory coats, stethoscopes and then sent them into to Dr. Lyon's office.

Dr. Lyon's finished reading their transcripts and letter of introduction and looked up at the two medical students. "Well you two certainly come highly recommended from Dr. Christian."

"Thank you doctor," they both said in unison.

"Well we are a very busy clinic and I won't have too much time to spend with either of you one-on-one." He took off his glasses and cleaned them while thinking. "For the first couple of weeks I would like you to shadow me around the clinic, watching what I do and how I do it. You should each take notes, writing down any questions you may have and then at the end of the day we'll get together for a short debrief and I'll try and answer those questions. Please remember that my patients are not accustomed to having two or three people in the examination room at the same time so I will simply introduce you as medical students under my tutelage and leave it at that." He looked up at both of them and thought that they looked so damned young. "As a general rule males don't really care who is in the room with them but females sometimes get a bit... uh, embarrassed at disrobing in front of students so please be aware of their potential discomfort and be respectful of their rights to privacy. Any questions?"

"No sir." They both answered. When Dr. Lyon's got up and left the office Chris turned to Jesse and smiled knowingly. The two students had been lovers since their senior year in high school and had recently taken up using medical fantasies to spice up their sex life; the most recurring fantasy was having a threesome in an examination room with a patient. Sometimes Jesse would play the patient and sometimes Chris would but it all seemed harmless enough after all, it was just a fantasy.

Helen heard her name called and looked up and saw Dr. Lyon's nurse, a matronly woman named Nancy, walking toward her and when she looked at the clock on the wall and saw that is was just after eleven she smiled — wow a doctor's appointment that is almost on-time, it must be my lucky day.

"Good morning Mrs. Ford" Nancy said, "please follow me down to exam room two."

Helen followed the nurse down the hallway and into the exam room. The nurse read through her chart, asked what she was there for that day and then took her blood pressure, pulse and temperature and told her to change out of her clothes, including her bra and panties, and put on the dressing gown that was lying on the exam table then she turned and left the room. Helen unbuttoned the back of her dress and pulled it up over her head and hung it up on the clothes rack in the corner. She slipped off her shoes and set them next to the rack then reached behind her and unsnapped her bra and hung it up with her dress. It never dawned on her that her careful selection of conservative clothing meant nothing now that she was completely undressed. Helen slipped the dressing gown on backwards before she reached under the garment and took off her panties which, for some reason she slipped into her purse. When she was finished she hopped up onto the side of the exam table and waited for Dr. Lyons.

Five minutes passed before Dr. Lyons walked into the exam room. Helen looked up expectantly when the door opened and smiled at the doctor then, seeing the two medical students trailing the doctor, her eyes grew as wide as saucers as the two teenagers came into the room. Helen could only stare in utter disbelief at seeing Chris Fine and Jesse Wilson, both of whom had been her prized pre-med students two years ago, walk into the exam room.

At first Chris didn't recognize who was in the exam room and when he saw that it was Mrs. Ford he couldn't believe his luck. Chris nudged Jesse who apparently also realized it was Helen Ford. Jesse turned and looked at Chris and smiled a knowing smile remembering that during their senior year in high school Chris had a real crush on Mrs. Ford and now, on occasions, they used Mrs. Ford as a fantasy during their lovemaking sessions. Well, well she thought, today Chris would finally get to see the real Mrs. Ford and it was going to be interesting to see how he reacted.

Dr. Lyons strode across the room and shook Helen's hand. "Good morning Mrs. Ford... Helen. As you can see I have some guests for today's visit. This is young man is Chris Fine and this young lady is Jesse Wilson and they're pre-med students who have been assigned to my tutelage by the University for their Summer Studies. Under my direction and supervision they are here to learn how to complete medical examinations and I'm sure that you won't mind having them monitor my evaluation today... good, that's good." He didn't even wait for her approval he simply turned and picked up his stethoscope and walked over to the exam table.

As the doctor crossed the room Chris and Jesse both spoke. "Good morning Mrs. Ford," the two former students said, "it's nice to see you again."

Dr, Lyon's stopped and turned around and looked at Chris and Jesse questioningly. "Do you two know Mrs. Ford?"

"Ah... yes sir," Chris said while Jesse just nodded her head, Mrs. Ford was our twelfth grade science and pre-med teacher."

Dr. Lyon's nodded his head thoughtfully. "Well that will make this exam a little awkward because you're assisting in your first physical examination on someone you actually know, still I don't think it should be a problem."

Helen started to protest that she thought it would be a problem but she was so stunned that she wasn't able to verbalize her uneasiness and in the twenty or so seconds that no one spoke Dr. Lyon's apparently took her silence to mean that she wasn't uncomfortable with her former students being in the room and he started on his examination. Dr. Lyon's stepped around to the left side of the table and opened the back of Helen's gown and pushed gently down on her shoulder, hunching her forward a bit. "Okay Chris, Jesse... I'm going to have Helen take several deep breaths and listen to her lungs. Watch where I place the stethoscope and you'll see that I'm checking both the upper and lower lobes of both lungs."

Helen felt the doctor ease open her gown then the cold stethoscope touched her back, her very naked back. She took in deep breaths as instructed, held them, and then let them out as Dr. Lyon's requested, feeling the cold instrument changing places on her back as he listened to her lungs.

He smiled at Helen. "Well your lungs sound just fine Helen, now just sit up straight and let me slip this gown off your shoulders and we'll check your heart." He gently tugged the gown forward and off her shoulders and let it slip down until her breasts were revealed. She was embarrassed at being half naked and avoided the eyes of the two teenagers. Dr. Lyon's gently cupped his hand under Helen's left breast, holding it to one side as he placed the stethoscope under her breast listening to her heart. As the doctor held her breast she felt her nipples harden to his touch. On no, oh God no she thought. Please God don't let this happen to me again, please!

Chris nudged Jesse when he noticed his former teacher's nipples getting hard. Jesse looked at Mrs. Ford's nipples and nodded her head acknowledging that she had seen them too. "Excuse me Dr. Lyon's... could you explain why Mrs. Ford's nipples suddenly got hard?" Jesse asked innocently.

Dr. Lyon's didn't seem to even realize that Helen's nipples were hard and he looked up at Helen's breasts then turn his head to Jesse. "Well Jesse, there are a variety of reasons that a woman's nipples might harden when we are examining a patient. The first is that it may be a little cold in the room and a woman's nipples often harden in the cold, I'm sure that you already realize that. The second reason may be that the patient may be a little stimulated by the touch of another person."

Jesse quickly glimpsed at Chris and then down at the front of his pants and saw that he was certainly being stimulated because he was clearly getting a hard on. Chris followed her eyes and smiled. "You mean Dr. Lyon's that the patient may be being excited by your clinical examination?" Chris asked.

"Well yes Chris, that's exactly what I mean. Some patients get sexually stimulated by a physical examination regardless if it is a male or female physician, seems like it is just the touch of another human being. Sometimes it's because of a lack of sexual stimulation at home or sometimes it's just a fantasy of being naked in front of a physician. If you will review Helen's medical record you'll note that on her last visit she became very stimulated by my examination and, in fact, she actually had an orgasm as I manipulated her vagina."

Helen was stunned by Dr. Lyon's explanation and by the way that all three of them talked about her like she wasn't even in the room. She sat there with her mouth open then she felt herself turning red with embarrassment as she heard Dr. Lyon's explaining to her former students that she had an orgasm in his office. She watched as Chris pick up her record and he and Jesse looked at the doctors charting from her last visit then they both looked at her and smiled knowingly. Good God did Dr. Lyon's have to tell them that she had actually had an orgasm?