Suzy had been my neighbor my whole life.  When I was a kid, I would play basketball in her driveway with her husband, John. They were the nicest couple, and really great neighbors.  My parents got along with them quite well, and we would frequently have BBQ get-togethers during the summer. Taking turns on which backyard we'd grill in. Unfortunately, John passed away when I was fifteen years old, and Suzy never remarried.  

We would still talk quite a bit, whenever we both happened to be outside at the same time.  She would often invite me in for some kind of treat she'd cooked that day.  I never turned her down when she would invite me in.  At first, I just felt bad for her, since she lost her husband. I figured she was just lonely, since they didn't have any kids to keep her company.  As I got older though, I went because I thought she was the most gorgeous woman in the world.  When I was seventeen, I convinced myself I was in love with her, but I never had the courage to tell her. There was no way a forty-year-old woman would ever fall for a seventeen-year-old boy.   

I had just turned eighteen years old the spring she had the pool put in her backyard. I remember catching her watching one of the construction guys a little too intently.  I was in our kitchen and I noticed her through the windows, sitting in her living room.  She had a drink in her hand, sitting on the couch, but turned around looking out a window.  She had her body towards me, with her left leg resting flat on the couch, and her left arm laying along the top of her couch.  I had a perfect view from my window, and I always took full advantage of every opportunity to stare at her.  She was wearing short jean shorts, which made it look like she wasn't wearing anything, the way she was sitting on the couch.  She had on a pink tank-top shirt, and her right hand was gently rubbing her breast.   

It took me a minute or two before I noticed it, but she was clearly rubbing herself.  Her head was turned to her left, looking out her window, so I tried to follow her eyes, to see who she was looking at.  There were three guys working on her pool, so I couldn't tell for sure which one it was.  My best guess was the youngest-looking guy though.  I remember thinking, he didn't look much older than I was at the time.  Once I thought I figured out who she was looking at, I went back to watching her.  I think she knew there was a chance they could see her watching them, so she was very subtle about what she was doing. 

Where I was standing, by the window in my kitchen, was about forty or fifty feet from where she was sitting in her living room. Our houses were very close to each other's, and those two windows lined up perfectly.  From there I wouldn’t say I had a front-row seat to watch her, but I could see her well enough to know what she was doing.  At first glance, I thought she was just playing with her necklace, but after watching her long enough, I realized her fingertips were actually grazing between her breasts, against her skin.   

I was nervous about the possibility of her feeling my eyes on her, and catching me staring at her, but she seemed to be watching that young man rather intently. I couldn’t blame her for wanting him, since it had been three years since her husband had passed away.  I hadn’t noticed any guy with her at all since I last saw her with John.  She had slipped up two or three times and mentioned being lonely, but each time she quickly changed the subject, or brushed it off as if she hadn’t really said anything.  

I wanted her to do more than just gently graze her breast with her fingertip, and I imagined her pulling her shirt down. In my head, she wasn’t wearing a bra and she massaged each of her breasts at the same time.  Once she was worked up enough, she unzipped her shorts and pulled them off quickly. In my imagination, she gave me a very erotic view as she masturbated to the young construction worker. I pulled down my shorts and began stroking myself right there in the window.  I was so into the fantasy I didn’t even notice she’d left until I was finished. 

While that wasn’t the first time I’d jerked off thinking about her, it was the first specific time I could remember doing it. I think it’s because it was the first time I did it while actually watching her. It was also the first time I noticed her longing for intimate contact with anyone other than John. 

Before I knew it, spring turned to summer. I graduated from high school, and it was my last summer home before I left for college. They finished her pool just as it started to get hot, and she made it very clear I was welcome to use it anytime. I had started mowing her lawn after John passed, and I did it every spring, summer and early fall every year until I left.  That summer was no different, only now I could use her pool to cool down after.  She would usually join me on Saturdays, and she always brought me tea to drink as well. 

She wasn’t ever flirty with me and I thought she acted more like my aunt than my neighbor.  That was just how she was though.  The only thing she did that anyone might consider flirty at all, was wear a bikini in the pool.  And, that was only because she was so attractive.  I always thought she was gorgeous enough to be a model.  She may not have been porn-star hot, but she was still very beautiful and physically fit.  Even when it was just the two of us in her house, or in the pool, she made me feel welcomed.  Not so much in a neighborly way, but almost like I was family.  She just didn’t know I was secretly in love with her.   

One Saturday, while cooling down in the pool after mowing, she laid out to suntan with a book.  I slowly swam back and forth a few times, praying my sunglasses were hiding my eyes, so she wouldn’t notice that I was staring at her.  I just studied every inch of her while I slowly swam towards her.  I began with her face, which was very pretty.  She always wore her make-up just right, so her face looked tan and flawless.  I couldn’t find any blemish on her face anywhere or any feature that I particularly found unattractive.  I swear she was more gorgeous than any model I’d ever seen a picture of.   

Her hair was a sandy-blonde color, which even though she wasn’t a mom, I always thought looked like a mom hairdo. Her hair was shoulder-length, and I always thought it defied physics somehow.  Granted it was the '80s and everyone had big hair, plus her hair wasn’t as big as a lot of the hair at that time.  From her ears up it almost looked like the top of a heart shape, but then once it passed her ears it started to flare out instead.  The way her hair rested on her shoulders made her neck look really skinny, but when she would get in the pool her wet hair revealed, to anyone paying attention, she did indeed have a normal size neck. 

While she always wore a bikini when she was at the pool, it was always a tasteful one, and not some barely-there fabric to draw attention to her body.  The top always completely covered her breasts, which were probably C cups if I had to guess and did sag a little; probably a normal amount for a woman of her age. I would have loved to have seen her in a bikini twenty years earlier, when she had perky breasts, but I still always thought she looked very pleasant.   

Below her breasts, she had a trim abdomen with no extra padding, but she wasn’t rocking a six-pack or anything either.  I could tell she maintained her figure with diet and never really messed with exercise.  Her bikini bottom always matched her top, and it was also about as conservative as a bikini bottom could be.  It always completely covered her ass, and maybe sat up over her hips an inch or two more than most women wore theirs.   

Her ass was definitely nicer than my mom’s and I think most men would think she had a nice ass.  It wasn’t big and bubbly at all, but it wasn’t flat either.  It wasn’t too skinny, which was my favorite thing about her ass.  I’ve never liked skinny girls, mostly because I think their ass and legs look funny.  I thought she was very sexy, in kind of a hot librarian way or something.  I thought her legs were shaped just right to match her body, which made her even more attractive all around.       

I remember swimming there staring at her from head to toe and realizing I had a full-blown boner in my swimsuit.  I wasn’t concerned because she was reading and I was swimming, so there wasn’t any way she could see it, but I was a little surprised by it.  It was the first time I remember ever getting one while being in her presence.  At this point, I’d jerked off thinking about her dozens of times, so it wasn’t uncommon for her to get me aroused.  I started wondering if any of the other guys in the neighborhood ever jerked off to her.  I’d never talked to Eric, Todd or Brian about her, so I had no idea what they thought of her.  I assumed they were just like me, and we were all jerking off to Suzy. 

“Hey, could you please be a dear and refill my tea?” she asked.  “Please,” she added, shaking the ice in her glass to show me she was empty. 

“Oh, yeah, absolutely,” I replied wondering how I could hide my arousal with a wet swimsuit. “I’ll be right there.”  I swam to the ladder, and decided not to make it awkward by hesitating next to it.  I climbed out of the pool, taking a glance to see how obvious it was.  It didn’t appear to be exceptionally obvious, so I just casually tried to keep my hands in front of my waist, in hopes they didn’t draw even more attention to it.  I quickly toweled off with my back to her, trying to buy myself a little time.  I then walked over and picked up her glass.  She never appeared to look away from her book, but with her sunglasses on I couldn’t know for sure.   

I ran in and refilled her glass with tea, and walked back to her by the pool.  I set her glass back down on the little table next to her and then laid down on the lounger on the other side of hers. By now my arousal had completely diminished. 

“You’re a good young man,” she said. “Thank you for always taking care of me. Are you still seeing that cute girl? What’s her name?” 

“Do you mean Hilary?” I replied with my own question. “She broke up with me a few months back.” 

“Whoa, she broke up with you?” she blurted out lowering her sunglasses to look me in the eyes.  I wasn’t sure if she didn’t believe me, or if she was looking for clues regarding what I did to poor Hilary. “Well, I guess I won’t comment on how lucky she is to have such a great guy now.” 

“Some catch I must be if she dumped me for my buddy Troy,” I said. “The worst part is that neither one of them had the guts to tell me.  I caught them together at a soccer game, after she bailed on me.” 

“Were you spying on her at the soccer game?” she asked. 

“No, we were supposed to go to the movies, but she said she wasn’t feeling well. I ran to grab a bite to eat and bumped into an old buddy from Middle School.  He was heading up to watch the match between his High School and mine, and he invited me to join him.  I don’t care about soccer at all, but thought it would be fun to catch up with him.  When we were walking up to the bleachers, I saw them kissing by the concession stand.” 

“That’s a hard way to find out,” she said.  “I’m sorry hon.  You deserve much better than that.” 

“Thanks,” was all I could think of to say. 

“So, you haven’t been on a date in a few months then?” she asked. 

“Nope, not since the last time Hilary and I went out,” I replied. 

“That would certainly explain it,” she said looking back at her book. 

“Explain what?” I asked cluelessly.  

“Your obvious arousal when you got out of the pool,” she answered as calm as could be. “I’ve never noticed you looking at me or thinking about me in that way before, but since you don’t have a girlfriend at the moment, I suppose it’s to be expected.” 

“Oh God, that’s really embarrassing,” I said covering my face with my hands. 

“Oh now, there isn’t any reason for you to be embarrassed,” she said looking back at me again.  This time she didn’t lower her sunglasses. “It’s a very natural thing, especially for young men your age.  I’m not upset at all, I promise.  If I was going to get upset about anything, I’d be upset about you touching yourself in the window while looking at me that day.” 

“Oh shit, you saw that too,” I practically shouted. I sat up quickly and turned my back to her, realizing I had just cussed in front of her for the first time in my life.  I couldn’t believe she had noticed me in the window all those weeks ago. 

“You didn’t wonder if the reason I left was because I saw you?” she asked. 

“So, you’ve known all this time and never said anything? Now I’m really embarrassed.  I was still with Hilary then, so I can’t even use that excuse. I better get going now before it gets any worse.” I started to stand up next to my lounger. 

“No, don’t go yet,” she said reaching out towards me.  I felt her fingertips brush against my shoulder briefly before I leaned out of her reach.  That was all it took though, to get me to sit back down.  “You shouldn’t be embarrassed at all, and I mean it.  You are a young man, with young man impulses, and frankly, I’m flattered you would even think of me in that way at all.” 

“I still feel like I’ve made things awkward.  I mean, now we’re just supposed to go back to talking about your pool and mowing your lawn again?” 

“I kinda feel like we’ve done enough talking about the pool and mowing my lawn.  Don’t you?” She reached back over towards me, only rather than touching my shoulder, she placed her hand on my thigh.  

I had no idea what to say, or even how to react.  For a moment I considered informing her of my virginal status, but thought it would put the focus on my lack of experience instead.  I tried to think of something incredibly cool and seductive to reply with, but all my brain could focus on was her hand placed on my thigh.  This attractive older woman, whom I also just happened to be in love with, had her hand just a few short inches away from a part of my body no woman had ever touched before.  I just wanted to come up with something to say which would make her move her hand the right direction. 

“I think you’re the most beautiful woman in the whole world, and I’m in love with you,” is what my mouth eventually came up with.  

She pulled her hand away quickly and the look of shock on her face told me I had messed it all up. I figured at that point I couldn’t make things any worse, so I quickly leaned over and pressed my lips to hers.  At first, I felt her hands on my chest begin to push slightly, but she returned my kiss without any protest.  Then she moved her hands to my sides and pulled me closer. I took it as a sign of acceptance and opened my mouth slightly to kiss her more passionately.  

The feeling of her tongue sliding over mine was far more amazing than I had ever imagined in my fantasies.  I started to move my body more on top of her, planning to lay on her and make out, like Hilary and I had done so many times on our couch.  Suzy pushed me away though, so I ended up on one knee next to her lounger.  Then she pulled her lips away.  For a moment, we just stared into each other’s eyes. I watched her eyes move down to my lips and then back up to my eyes. 

“Take me to bed,” she said and then started kissing me again. 

I reached down, slid my hand under her legs and my other hand under her armpit, and I lifted her off the lounger.  I carried her through the open sliding glass doors, through the living room, and through her open bedroom door.  When we got to the side of the bed, I gently sat her down, kissing her more passionately again.   I felt her fingers against my skin just under my swimsuit and then I felt her pull my shorts down.  I reached down, and pushed them the rest of the way, until I could step out of them, and then I laid down next to her on the bed. 

“Take off my bikini,” she whispered and then returned to kissing me.  

I reached my hands behind her, untied the strings, and pulled them down.  I tossed her bikini top to the side, and then I hooked my thumbs into her bottoms and pulled them down her legs. I tossed them to the same side as her top. In my mind, I thought I should know what to do next, simply because of the number of times I’d fantasized about that moment.  In reality, however, I had no clue what to do.  

Fortunately, she picked up on it and took over.  We were still kissing passionately when she took my hand and placed it on her breast.  I was surprised when I felt how hard her nipple was in the palm of my hand.  I moved my fingers to her nipple and gently rolled it between my fingertips.  Her moan told me she liked it.  Then I felt her fingers rub against my virgin erection, and then wrap around my shaft.  She slowly and gently stroked my cock a few times.  I moved my other hand to her thigh, and slid my finger up until I found her pussy lips.  I slipped my finger directly inside her, and she pulled her lips away from mine, and let out a little gasp. 

She turned her body towards me, and a moment later she was on top of me kissing me deeply, her fingers never leaving my erection.  She pulled her knees up as she moved on top of me, but never broke our kiss.  Then I felt her move my erection up, and I felt the tip press against her soft skin.  Before I even realized what was happening, I felt the warm soft sensation of her pussy slide down over my erection.  All I could think about was how much different her pussy felt than I expected.  It was so much softer and lighter than my hand, when I masturbated. 

She pulled her mouth away from my lips as she lowered her pussy down over me.  She let out a soft moan and her head moved back.  I was captivated by the look on her face, with her mouth open as she moaned and her eyes closed, almost as if she were concentrating deeply.  She started moving her body up and down on top of me, with her breasts gently swaying in front of me.  I raised my head and took her nipple in my mouth.  I moved both my hands to the sides of each of her breasts, and massaged and fondled each one, taking turns sucking each of her nipples one at a time.   

The soft warm sensation of her pussy sliding up and down my shaft, sending shivers down my body, unlike anything I’d ever experienced before.  She started moving faster on top of me, and started moaning just a little louder with each movement.  Not knowing what else to do, I just focused on sucking her nipples and fondling her breasts. Then, almost in a rush, it all finally caught up to me.  Without warning, I felt the amazing sensation of rushing past the point of no return.  It hit me so suddenly, and so quickly, I couldn't even react. Before I knew it, I was shooting my cum inside her, just like I had fantasized about so many times. She put her hands on my chest, and let out a loud moan, throwing her head back.  I felt her pussy squeeze tight around my throbbing erection as it pumped out glob after glob of my orgasm into her.   

In my mind, it ended almost as abruptly as it had started.  After a moment or two of neither of us moving at all, she lowered her head down towards mine, and kissed me lovingly.  It wasn’t a passionate kiss, intended to extend our lovemaking, although that was eventually the end result, but instead a loving intimate kiss.  At that moment, while kissing Suzy, I knew my life would never be the same again.  I dove into her pool a boy, but I would leave her bed as a man.