I was hanging out with a bunch of friends in Cory's basement. I was sixteen and the school year had just ended a couple weeks before that Wednesday. It was around 11am and we were planning to ride our bikes to the local courts to play some hoops. Before we left I wanted to use his bathroom. He said it was upstairs on the left. Thinking "upstairs" meant upstairs, I bypassed the main floor (and the bathroom on the left) and went up to the second floor.

I passed what was probably his parents' bedroom on the left and another bedroom on the right before reaching the second door on the left. As I looked in, I got a surprising view and jumped back against the wall. Standing at the bathroom mirror was Mrs. Williams, Cory's mom, wearing just a bra and pants. I was completely shocked by what I just saw. I decided to peer into the doorway and moved my head slowly until I got an eyeful. Mrs. Williams was wearing a white lace bra and sweatpants. She was a beautiful woman of forty with smooth alabaster skin and shoulder length black hair. She was about 5'2" with an average body shape and 34D breasts. She was barefoot and up on her toes as she leaned toward the wall mirror to check her makeup.

I leaned back against the wall and took in a deep breath as well as all I had just seen. I decided I wanted a closer and better view. I tried to play it cool and walked nonchalantly into the bathroom and hit the door to close it behind me.

Mrs. Williams turned and gasped, "Oh my God! What are you. . . The door don't let it. . ." She pointed and I turned to grab it, but it was too late as it closed. "Close."

I turned back toward her and she had her arms crossed covering herself. "Great, now we're stuck in here. Turn around Rick. You shouldn't be seeing me like this. I'm Cory's mother."

"But I didn't lock the door," I said as I turned around. I had gotten a pretty good view when I first walked in. The lace bra left little to the imagination and was sheer in certain areas. I could see her large areolas and nipples through the fabric. Her skin was flawless and her eyes were pale blue.

"The latch is broken and has to be opened with a screwdriver from the outside."

"I'm sure if we yell out, someone will hear us and open the door."

"Because I want Cory to find his mother half naked with his best friend. Lauren(Cory's sister) will be home soon from staying over at her friend's house."

"What if I just hide in the shower?"

"That won't work because this shower has a glass sliding door."

We just stood there silently for several minutes. I glanced to my right at the mirror and could see her standing behind me, with her hands on her hips, mouthing something to herself. I turned my head slightly, so I didn't have to strain my eyes so much.

After about a minute, she looked at the mirror and noticed me looking and covered up again. "Eyes front, mister."

"Sorry, I couldn't help myself. You're very pretty."

"No need to try and make me feel better, Rick"

"No, I'm serious. You look great, very sexy in that bra," I let her know and glanced back at the mirror to see her looking down at herself. A tiny smile came out as she ran her hands over her body. I turned my eyes quickly forward as her head came up and she turned towards the mirror.

"I saw that. Keep your eyes forward."

After about a half hour, there was a knock at the door. "Mom, are you in there?" It was Cory.

I turned quickly to Mrs. Williams, slightly panicked. She quickly walked past me, pulled me out of the way by the should and said, "Yeah, I'm just getting ready to go out."

"I thought the door was still broken?" he inquired.

"Your father fixed it."

"It's about time. Have you seen Rick? He went to the bathroom like a half hour ago, but I checked the one downstairs and it was empty." I slapped my head at hearing this and Mrs. Williams turned and put a finger to her lips angrily. My eyes widened and I got really still.

"His mother came and got him for help with something at home, but she said she'd have him back by 1pm."

"Well, when he comes back, tell him we went to the courts by Jim's house to play."

"OK, Have fun honey."

"Bye, Mom. Oh mom I forgot to tell you, Lauren called and said she was going to the mall with her friends and would pick up Carly(Cory's other sister) on the way. They'll be back in time for dinner."

With this information Mrs. Williams bent over in defeat. "KO, thanks."

I was listening intently and she was pretty good at thinking on her feet. I was also watching intently, thinking of how good she looked from behind too. When she bent over, her ass looked great pressed against her sweatpants. I was really turned on by the lack of panty lines. As I adjusted my growing erection, I remembered the reason I had come up here in the first place and felt the urge to pee.

"Great, we're gonna be here all afternoon," she sighed as she turned toward me with her eyes downward in defeat. As she raised them, they paused as she seemed to take notice of the bulge in my mesh basketball shorts. She finally looked up into my eyes (At 16, I was 6'2" and very athletic, with wavy brown hair and a light tan) "Any ideas on how to get out of here, Rick?" She didn't even ask me to turn around. She had either grown comfortable with me or was very distracted by our situation. I was pretty sure it was the latter.

"I could try and break down the door."

"I'm sure you could do it, but I don't want to break it down. Thanks for the offer."

"Umm, Mrs. Williams?"

"Yeah, sweety?"

"I really gotta pee. Could you . . . uh . . . turn around?" I asked as I motioned my finger in a spinning motion.

With this inquiry she remembered her clothing situation or lack thereof and quickly covered herself up, before she turned around. "Oh my gosh, sure sweety, pretend I'm not even here." she cupped her hands over her ears. "Just let me know when you're finished."

I pulled up my long t-shirt and down my mesh shorts before unbuttoning my boxers and taking out my half erect cock. I stood there for a minute but couldn't go.

Mrs. Williams took her hand off one of her ears. "Did you want me to turn on the faucet?"

"If you don't mind."

"No problem," she reached for the faucet, but was having trouble without actually looking. She backed up a little toward the sink and just missed the handle as she reached out. I stood there watching, amused by her effort. I saw her gazing intently forward in her reflection. Then she glanced toward the mirror, long enough to see the handle and turn it on. Also long enough to see me standing there, flat abs slightly exposed and cock in hand. I could tell her gaze had lingered long enough because her eyes darted forward. After I was able to start peeing, I looked back at the mirror and saw her ears were now uncovered(the faucet was loud enough to drown out the sound of my urination), her left hand was touching her breast and her right hand was on her inner thigh.

I finished up and straightened my clothes before flushing and then walking over to the faucet to wash my hands. I turned off the faucet, which startled her and made her spin around quickly.

"Oh my," she gasped as her hands brushed against my stomach. She was standing about a foot in front of me looking up into my face. A slight shiver seemed to go through her and then she backed up slowly, "sorry I didn't hear you move. Could you . . . uh . . . turn around, again?" she asked weakly with a gulp.

"No."

"No? What do you mean, No?"

"I've got a better idea," I said as I took off my shirt.

"What are you doing?" she blurted out as she backed up into the door.

I walked right up to her, put one hand on her bare shoulder and leaned in and whispered, "you're a beautiful woman, who shouldn't be embarrassed," I leaned back, "but if you must you can put this on." I handed her my shirt and stepped back.

She closed her eyes and took a deep breath.

She looked at the shirt and then looked me up and down quickly, "thanks, Rick," she said shakily before putting on the shirt, which looked like a dress on her. "And I'm not embarrassed. I just don't think it's appropriate for my sons friend to see me like this." She walked over to the toilet and put the lid down before taking a seat. She was holding the edge of the shirt, just staring at it by her bare ankles. "You've really grown into a fine young man."

"Thank you."

After several minutes of silence, she spoke, "why did you say I was beautiful?"

I stopped leaning against the door and stepped toward her, "because you are, it's as simple as that"

"I'm a little old for you to be looking at like that," she stated looking up at me.

"You're not too old at all. Age and beauty aren't mutually exclusive. And if they are, then aren't I a little young for you to look at me the way you have been," I pointed out as I hopped up on the counter next to where she was seated.

She leaned back due to my close proximity and looked back toward the floor. "I was just. . . admiring how fit you look."

I hopped down and knelt down in front of her, picking up her chin with my hand, "and I was just admiring what a sexy woman you are."

Her eyes met mine and lingered for a moment before she pushed away my hand and stood up. "You really shouldn't be saying things like that to me."

"You don't like when I tell you how beautiful you are? So you don't think it's true?"

"I didn't say that. It's just that it makes me feel. . . weird, coming from you."

I took her hand and placed it on her chest and then leaned in til my lips were right by her ear and whispered, "I don't think that's true. I can tell by the way your body just shivered that you like it."

She closed her eyes, took a deep breath, and pushed me away before walking around the front of the bathroom counter. "OK, KO, of course I like being told I'm beautiful. I think you're a very good looking young man in fantastic shape and we've been locked in the same room together for way too long."

I walked up to her and backed her against the counter top and leaned in again and whispered, "I can feel you're body shaking and I know you're heart is beating rapidly. There's nothing wrong with a beautiful woman like yourself getting what she deserves."

With a quiver in her voice and a gulp, she whispered back, "really? And what is that?"

I heard her lick her lips and pulled back brushing her cheek with my own. I looked her in the eyes and then kissed her softly on the lips. I felt her hands press against my chest, but there was no push. Instead they slid around to my back and pulled me in closer as she kissed back. Her lips parted slightly and her tongue met mine. My arms wrapped around then my hands traced the frame of her body. Our passionate kiss ended after several minutes and she began kissing my chest.

"Oh my god, you have such a great body," she said while continuing to kiss my chest and abs, running her hands up and down my back. She then knelt to the ground and pulled down my shorts. My now fully erect cock waited to be sprung from my boxers. She grabbed my ass and licked the outline of my cock. She then grabbed it through my boxers and continued to lick and suck on it. She put the tip in her mouth and swirled her tongue around it. She then released it and pulled down my boxers. She smiled, "just what I thought I saw, big and thick." She licked my shaft up and down before sucking a little on my balls. She then looked up at me with a fire in her eyes. "I want you to fuck me."

I stood her up and took my shirt off over her head. I then kissed down her stomach and grabbed the waistband of her sweats. I then bent down and slowly pulled down the sweats kissing her waist and then was proven right as she was not wearing any panties. I kissed down her thigh and then, as I continued to pull down the sweats, I revealed her full black, only slightly trimmed bush. I kissed each side of her inner thighs before taking off the sweats completely. I picked her up, sat her on the counter, and stepped out of my shorts and boxers. I kissed her stomach and waist before working my way around her hairy pussy. She was dripping wet and I flicked her clit with my tongue.

She gasped, "Oh my GOD! If you don't put that cock in me now, I'm going to scream."

I stood up and kissed her passionately on the lips. I then grabbed my cock and rubbed the tip around the outside of her pussy. This drove her crazy. She arched her back and began take short deep breaths

"Oh please, fuck me NOW!" she begged.

And this time I obliged. I slid my cock into her warm, wet pussy slowly and she squealed with pleasure.

"Oh my God, yes. That feels so good inside of me."

I kissed her neck and reached around and freed her breasts from their lacey restraints. I fondled her breasts and licked her nipples while I continued to thrust at varying speeds.

"Oh Yes"

"Don't Stop"

"YES!"

"YES!"

"YESSSSSSSSSS!" As she came I felt her nails dig into my back.

I continued to thrust for a couple minutes before, "I'm going to cum."

"Cum on my stomach, sweety."

I pulled out and shot my load onto her stomach and bush. I took a deep breath and then leaned in and kissed her. We made out for a few more minutes.

"That was amazing, Mrs. Williams."

"I second that, sweety. I haven't been fucked like that in years."

"I'm sorry to hear that."

We sat next to each other on the counter cuddling in each others embrace. I stroked my hand through her hair. After about 20 minutes we hopped down and got dressed.

I put my shirt back on and asked, "oh did you want to wear this again?"

As she pulled up her sweats, "Rick, after what we just did, I don't think it matters anymore. Do you, sweety?"

"I guess not," I laughed.

We sat on the floor and chatted for about an hour, when there was a knock at the door.

"Mom are you in there?" Lauren's sweet voice asked through the door.

"Quick, give me your shirt," whispered Mrs. Williams. I gave her my shirt without hesitation.

"Yes, I'm stuck in here with Rick,"she told Lauren as she put on the shirt inside out.

"Rick? What's he. . .?"

"Just get the screwdriver and open the door."

After a few minutes, the door opened and Lauren's jaw dropped at the sight of our situation. Mrs. Williams explained what happened in her own way, obviously not the truth. Lauren just nodded and stared, mostly at me. As we left the bathroom, Lauren led the way downstairs and Mrs. Williams lagged us behind before entering her bedroom. Once Lauren was out of sight down the stairs, she took off my shirt and tossed it to me.

"Don't be a stranger, sweety," she said with a smile.

As I got to the bottom of the stairs, I said good-bye to Lauren, put on my shirt once she wasn't looking and left. I laughed as I saw the bathroom just down the hall from the front door of the house. In my opinion my misunderstanding worked out pretty well for Mrs. Williams and I. This was just the first of several encounters for Mrs. Williams and I that would take place over the next several years.

As always the names and some of the facts were changed to protect the identities of the characters involved.