It was the summer of 1977, an easy time for a young boy like myself. Not yet burdened with the stresses of maturity; money, responsibilities, life was great, and the summer seemed to last a lifetime. Strange, when we're younger we want life to pass so quickly, and now we wish it would slow so that we can savor it sweetly.

Now, Mike was two years younger than myself, and although the age difference would magnify itself from time to time as it does with youth, we played together daily mostly out of convienience. The rural distances between houses in our area made predetermined friendships and ours was no different.

But, I felt luck just the same as the two of us shared the common interests of most young boys, sports, games, amoung other things. But in the last year, I had begun to think of other things, girls mostly, and had even discovered the magical pastime of self entertainment. Mike had invited me to spend the night, as we often did, and in the early afternoon I headed out on my bicycle to his house, backpack slung over my shoulder. The scream of insects from the fields only seemed to puncuate the heat of the day, and by the time I arrived at Mike's house, I was simply covered in sweat.

A knock on the door brought Mike's mother to the door, and much to my astonishment, she was not dressed in her usual attire of bluejeans and T-shirt, but a bathing suit. The surprise came from the fact that as far as I was concerned, they did not have a swimming pool, no one did, at least no one I knew.

"Come on in, Tommy." She said politely, hold open the screen door for me.

Like most homes I knew, summertime was open doors and open windows, air conditioning was a luxury for Banks and Doctor's offices, and Mike's house was no different. I gingerly stepped in the house by her, blushing at the idea of stepping by a woman so barely clothed, and my eyes fell to the floor in an effort not to stare.

"Tommy's out back, he's got a surprise for you." She said, heading into the kitchen, wrapping a towel around her waist.

My curiousity was piqued, and I quickly forgot my fascination of seeing Mike's mother in a bathing suit and headed out the back door. And there to greet my eyes was Mike, splashing away in a brand new pool. Mind you, this was not the type of pool you may think of today, a sunken concrete construction.

No, this was merely a plastic pool of rather substantial size, at least as far as I was concerned, and Mike was of the same mind as he splashed away with glee. "C'MON!" He yelled enthusiastically.

"But... I dont have a bathing suit." I answered dejectedly.

"Tommy, just go in your shorts, that's what Mikey's doing." Mike's mother called out the window.

And like a steed at the gate, I was soon out of my shirt and shoes, leaping into the pool. We spent the rest of that afternoon swimming like fish, soaking in every gloriuos moment of Mike's new toy. But it was shortly after midday that things would change for me.

And I say that only because Mike would never notice what was to catch my attentions. As we had been splashing away, finding games to play in the cool water, Mike's mother had come from the house and found a spot in the yard under the sun, laying herself out on a lounge chair to sunbathe. It was nothing that you would consider out of the ordnary, other than the fact that at every chance I could get, especially when Mike was under the water, I would secretly let my eyes find her as she lay with eyes closed. Being so young, I could not consider myself educated to the world, but one thing I did know was that I thought she was beautiful. I always had I suppose, but then I had never seen her dressed quite like this before.

Her face alone had always sent a blush to my skin when she would give me the motherly peck or hug, but I now saw for the first time her shapely figure and obvious womanly charms.

And after a while, I would look over, again with Mike not aware, and noticed that she had laid the lounge flat and was laying on her stomach, tanning her back, when she reached behind her back and unsnapped the clasp of her bikini top. I stood stunned in the pool, a flush of excitement running through my body. It was only Mike's call that would break the spell. "C'mon Tom, it's your turn!" He yelled from across the small pool. And shaking my head to clear the cobwebs, and cover my embarrassement, I sunk under the water again and began to swam. The silence beneath the water only magnified my thoughts, and I held my breath until it burned to bring my senses around.

We played for another hour or so before Mike began to tire, and asked if I wanted to go up to his room and play. I reluctantly agreed, and Mike hopped out of the pool to ask his mother if it was okay.

"Yes, but make sure you dry off completely before you go in the house. Mike's see if you can find some dry shorts for Tommy that will fit until his are dry." Mike's mother called out, never leaving her lounge.

"Okay Mom." He replied. "C'mon, let's go."

We toweled ourselves dry and headed up the stairs to Mike's room, shivering just a bit as our bodies began to betray just how cold the water had actually been, and Mike found a pair of baggy shorts that he thought I could fit into. And with the innocence of a child, Mike began to strip down out of his shorts, and I began to immediately see the age difference between us.

Mike was still very much a boy, where as over the past year I had grown in more ways than one. His penis was small and shriveled, pulled tighly to his hairless body, and I began to feel embarrased. "I...I'll just go into the bathroom to change." I mumbled out, turning my eyes and heading out his bathroon door and to the bathroom.

Closing the door behind me, I sat the drapped the borrowed shorts over the edge of the tub and began to strip down out of my wet clothes. And in doing so, I could not help but look at myself, again noticing the differences between us, save one.

I, too, was small and shriveled from the cold, and I stared in fascination at just how small my penis looked, nestling itself close to my body for warmth.

A dab of my own fingers on its head reveled it's chill, and I grabbed hold of it in my hand to warm and stretch it out, the feeling sending a slight tingle as I held it in my hand, the warmth and sensation feeling rather pleasurable. But it also brought a moment of guilt, as I stood there, penis in hand, and I began to feel as if eyes were on me. A quick glance toward the window revealed nothing, until I noticed that from the bathroom window, nearly the entire back yard was visible. And that view would include a birds eye view of Mike's mother as she lay on the lounge chair below.

And as I stood, mesmerized by the view of her soft skin and smooth back, her bikini bottoms barely covering her shapely figure, her long and smooth legs, and the electric sense of seeing the untanned stripe of her now unfastened bikini top. And as sure as the sun will rise, I began to rise too. And my hand, still hold of myself, began to explore my ever growing state. My mouth was dry, and my legs weak as I stood there. That is, until to my horror, I heard the loud knocking of the bathroom door.

"What's a'matter Tom?" Mike called through the door.

"Ummm... nothing, nothing. I'll be right there!" I hollered back, red faced and frantic to put on the dry clothes.

Mike and I spent the rest of the late afternoon up in his room, playing as boys do, but I must admit that my thoughts were elsewhere. It was one of those times that I would feel the diffenece in age, but could do little about.

Mike's mother cooked dinner and we sat out on the patio under the sinking sun eating, enjoying the night as it swallowed the sun, and eventually headed inside to watch a little television. The airwaves were thin in our little corner of the world, but much to Mike's delight an old western was to be found. but half way through the movie, Mike's mother disappeared up the stairs and I could hear the sounds of the shower running as she wound down her day. I watched along with Mike, trying to seem as interested in the movie as he, until a while later Mike's mother would return down the stairs, her hair wound tall in a turbin shaped towel, wearing her bathrobe. She asked if we wanted some desert, and to an excited reply headed into the kitchen to dish us some ice cream.

We sat on the floor of the living room, Mike's mother perched on the sofa, eating our ice cream, something never allowed in our own house, and I felt a slight pang of jealousy. It was after the movie had began to scroll it's credits, the music and commercials filling the air, that Mike's mother announced that it was time for us to get to bed, and after a half hearted plea from Mike to allow us to stay up and watch more television, we found ourselves headed up the noisy stairs and into his room.

After a while, we heard Mike's mother coming up the stairs and opening the door of his bedroom. "I'm going to bed now boy's, don't stay up too late." She said softly, giving us a smile and an unspoken que that we were allowed to stay up as long as we liked, as long as it was in his room, yet another thing not allowed in my own house.

I was excited at the idea of being allowed to stay up late, and found my second wind. Mike, too, was excited at the idea, and we played quitely well into the night, trying to squelch our giggles as to not wake up his mother, her bedroom just down the small country house. But it would only be after an hour or so that Mike would succomb to the pull of sleep, despite my pleading to stay awake. And soon enough, as I sat reading through a magazine, Mike had crawled up onto his bed and was sound asleep. I spent the next hour or so sitting quitely in Mike's room, reading magazines, until I, too, began to feel the ravages of the day. Unknowingly, I would fall asleep sitting in the small chair of Mikes room, magazine still in hand, fighting sleep until it overtook me silently.

But I had not slept for long before I was to wake up, incomfortable from the uncomfortable position I had been sleeping in, and also becoming accutely aware that I needed to use the bathroom. As quietly as I could, carefully turning the doorknob to keep it's silence, I opened the door to Mike's bedroom, closing it slowly behind me to extinguish the light that spilled from it, and stood silently in the darkened hallway until my eyes could adjust. Tiptoeing as silently as I could, I began to walk my way down the narrow hallway, taking extra care as I reached Mike's mother's room, as her door was open, allowing the slight breeze to flow through her room.

Reaching the bathroom, I carefully closed the door and clicked on the small light. I had to relieve myself, and fought to find the rim of the bowl with my aim as not to make too much noise, only to find that the flush of the toilet seemed enough to wake the dead.

Turning the light back off, I again started to slowly tiptoe back down the hallway to Mike's room, again taking extra care as I passed his mother's room. But as I passed, I felt a small breeze blow from the door, and I could not help myself from turning to look in it's direction.

To both my horror and amazement, I could see well into her room, the summer moonlight slipping into her window and onto her bed, illuminating the most amazing sight I had ever seen. Mike's mother was asleep, to be sure, but during the night had pulled the covers from herself to escape the heat, and there before my eyes I stood in stunned fascination as I saw her laying, her bare breasts exposed to the cool night air. I could not move.

I stood transfixed, my eyes unable to part from the sight of her nakedness, the smallest corner of her thin sheets still covering her waist, but revealing her her long and smooth legs stretched out along the mattress. But it was the sight of her breasts, seemimngly glowing in the pale moonlight that had me transfixed. And although I felt my knees weaken, and my body feeling immobile, there was one part of me that had no hesitation. I began to feel the tightness in my groin, growing more and more powerful as it's tingling sensation began to spread through my body. I wanted... I wanted more than anything in the world to do something, anything, but the fear still had me paralyzed.

But the longer I stood, the more I began to realize that I had to do something. Surely, if I stood there, something was going to happen, and it would not be good. Should I go back into Mike's room? I should... but then I couldn't... I stood nervously, my mind in a whirl, when I finally found the courage, no, almost instinctual movement, backward.

Backward towards the bathroom. Back to it's privacy.

And as I slowly crept backward, I felt as if I were going to explode, a hunger in me that I'd never known before. I didn't bother turning on the bathroom light as I entered, carefully closing the door and closing my eyes as I still pictured what I had been witness to. I was nearly trembling as the urge to strip came over me, an almost overpowering urge to shed my clothes and free myself. and as I felt my shorts drop to the floor, my underwear following, already wet from my excitement, I stood silently, and breathlessly in darkened bathroom, feeling the power and strenght of my hardness as it stood out from my. It was magical. I stepped to the window, looking out across the lawn, replaying in my mind the scene from earlier in the day, mixed with the overpowering sight I had just seen, and instinctively my hand found it's way. I could feel the strenght of my erection as never before, it's tightness stretching clear between my legs as it stood tall and taught, and just the slight grasp of my palm revealed how perilously close I was to orgasm already.

I had to be careful. I had to be slow, to make it last, to savor this incredible moment. And after a few minutes of gentle and careful teasing, I was ready. I never wanted something as much as I did right then. And then it happened. As I stood by the window, hands at my side as I contemplated the bliss that was come my way, I hear a footstep outside the bathroom door, and stood in total horror as the door opened up. It was Mikie's mother. As she had opened the door to step in, my shorts caught it's corner as I had discarded them in it's way, scraping the wooden florr as she open the door and stepped in.

"Mikey?" I heard her whisper softly, and with the window to my back, again paralyzed, I could see that she had not put her robe on, but stood before me completely naked as I had seen her in her bed.

"Mikey?" She whispered again, sounding concerned as she stood looking at my siloette in the window.

I thought I was going to die, my heart was pounding through my chest, and yet I could not move, my arms still frozen at my side, my erection straining painfully. And it was then that I heard the snap of the light switch, and the light slap me in the face.

But I did not see hers.

Before me she stood, only a few feet away, again my eyes unable to see anything but her nakedness, and my body began to tremble. I heard her gasp, and as I instinctively clasped shut my eyes in fear, heard her speak.

"Tommy?" She whispered with alarm. "Tommy, honey? Are you..." She said, her words cutting off sharply, and then silence.

deafening silence.

I could not move, I could not speak. And the tighter I clentched my eyes, the stronger the image burned into my brain of what I had just seen, my trembling only increasing.

"Tommy... it's okay..." I heard her say, her soft voice sounding louder not from effort, but as she stepped toward me.

But it was the gentle touch of her hand as it touched my shoulder that frightened my eyes open, and I stood staring into her eyes as she looked into mine... and it was more than my fragile manhood could withstand. My body clentched in an effort to halt it's release, but it was too late. I began to come, a feeble release at first as I heard Mike's mother gasp, but only to follow with a torrent of pent up energy and relief, covering the distance between us and finding her flesh.

Again, my eyes clasped shut as I felt wave after wave of animalistic spasms from my groin, each one drawing a gasp from Mike's mother as it found her, and I awaited the screams that I felt sure would follow. But as I felt the final throws of my orgasm, my knees feeling weak and wobbly, I only heard silence.

Actually, that is not quite true. The sound that I did hear was the sound of her breath, stuttered and deep as she stood before me. And as I stood before her, humiliated beyond all belief, tears began to well in my eyes as I fought back the instinct to return to childhood, safe in my tears.

"Tommy..." I heard her whisper.

"It's okay, Tommy..." She said again, and I felt her breath on my face.

I opened my eyes and the tears dropped to my cheeks, her eyes looking soft and warm, her smile comforting.

"Let's get you cleaned up." Was all she said, releasing her soft touch on my shoulder and reaching for the sink, soaking a hand towel turning back to me. I tried to speak, the convulsions of my tears choking my efforts as I tried to say I was sorry.

"I... I"m..." Was all i managed to croak.

"Shhhh..." She whispered. "It's okay."

Again, she reached out for my shoulder with her soft touch, but this time she knelt in front of me. My erection had not lost an ounce of it's strenght as I watched her kneel before me, her beauty sending my mind swirling.

"I'm just going to clean you up." She said, looking up into my eyes, waiting for me to wrestle away my gaze from her body and look into her face. I nodded my agreement, and twitched as I felt the cool washcloth find my groin, wiping away the mess that had come from me.

H er gentle touch found my erection, the washcloth sending shivers through me as she bathed me expertly. And when she was done, she released my arm and stood slowly.

"I'm going to go back to bed now, Tommy." She said with a smile on her face, her eyes seeming to glow as I fell into them.

"Goodnight."

And then she was gone.

I clammored to find my shorts, nearly leaping into them as I raced to return to Mikes room, frightened, terrified, and at the same time euphoric. I sped down the hall and climbed up onto the top of Mike's bunkbed and covered myself with it's blanket, breathless.

"C'mon Tommy! Mom's got breakfast on the table." I heard as Mike stood on the ladder, shaking my shoulder. "It's almost ten already!"

I sat up in the bad and wiped my eyes, suddenly remembering what had happened as I wiped the sleep from my eyes.

"Oh god..." I thought, facing the reality of having to go downstairs to see his mother again.

I fumbled in the bed, and then in the room as I tried to straighten myself out, my thoughts included, when I heard Mike's mother call up the stairs.

"Okay boys, breakfast is getting cold." And her voice sent a chill down my spine.

"C'mon." Mike insisted again, totally oblivious to anxiety, and I realized that I had no other choice.

Slowly following behind as Mike jumped down the stairs, leapfrogging the last three, I nervously watkied into the kitchen and sat down beside Mike, pulling the napkin to my lap. Mike's mother was wearing the same robe she had the night before, and I felt my stomach turn as she wheeled from the stove with our plates in hand, smiling at me and then Mike, saying, "Did you boys stay up late?"

"Not too late, Mom." Mike replied, digging into his scrambled eggs.

"Okay..." She said to Mike with a smile, and then looked at me with the same, and I suddenly began to feel that everything would be okay. My tension eased as I sat, the smell of breakfast filling my senses, and the sight of Mike's mother as she cleaned up after cooking.

"Can we go swimming, Mom?" Mike asked, his mouth still full of food.

"No honey. Tommy's mother called and he need to head home after your finished eating, she needs to take him shopping." She replied, her hands sunk into the sink.

"Oh man.." Mike replied.

My stomach turned at her words, and the realization that she had spoken to my mother that morning. Oh god... did she...? And I felt ill. I sat staring at my food, unable to eat. And as Mike finished his breakfast, inquiring why I wasn't eating, his mother noticed my discomfort as well.

She finished with her dishes and walked behind the two of us, resting her hands on my shoulders and bending down between us. "It's okay, Tommy. You two can go swimming again real soon, next time you spend the night. Okay?" She said, and looking at me she smiled... and gave the slightest wink.