Seeing The Possibilities
               by Ann Douglas


	Morning's first light beamed through the open bedroom window as a
naked Billy Burke opened his eyes and attempted to shake off the after-effects
of a deep sleep.  The room that slowly came into focus around him was
unfamiliar at first, but became more recognizable as his vision cleared.  The
room took on a  frightening clarity as the dark haired nineteen year old not only
remembered where he was, but who he was with.  A realization that was enough
to almost still his heart.


	Trying hard to overcome his panic, he carefully began to turn, hoping
not to disturb the equally naked woman still sleeping only a foot away.  With her
back turned towards him, all Billy could see was that part of her back and
shoulders above the blue sheet, along with the back of her short, dark red hair.
He didn't need to see her face to know it belonged to a woman twice his age.
More importantly, it was the face of his best friend's mother.


	Billy took a deep breath, hoping to dispel the last of the night's fog and
sort through the events that had led him here.  But as he did so, he realized that
it wasn't last night that the journey had begun, but on an even warmer night a
few months back.


			-=-=-=-
	
	The backyard barbecue to celebrate the nation's bicentennial had finally
broken up about ten o'clock, and as he had originally planned, Billy Burke was
staying over at the North' house where the party had been held.  He and Tommy
North had been friends almost as far back as either could remember, ever since
Tommy and his mother had moved onto the block back when he was in sixth
grade.


	The Fourth of July blowout had been more than just a celebration of the
country's two hundredth birthday; it had also been a goodbye party for Tommy.
Next Saturday, he was moving down to San Diego to spend the rest of the
summer with his Dad before enrolling for the fall term at Southern California
State.


	The Northes had divorced just before Kay and Tommy moved to
Lakewood and Billy had only seen pictures of Thomas North Sr.  Tommy never
discussed why his parents had split in the six years they'd known each other, but
Billy always assumed it had to have been something pretty bad for them to have
had to put two hundred miles between them afterwards.


	Billy and Tommy had always seemed unlikely friends, at least to those
didn't really know them.  A year apart in age, Billy was on his second go around
in the grade they'd met in, having failed both math and science.  Tommy, on the
other hand, quickly found a place on the honor role after just his first semester.
Billy was an all around jock, playing baseball and ice hockey in both middle and
high schools, while Tommy spent his free time in the school labs and library.
Yet, despite these differences, the two had become and remained the best of
friends.


	It was well past midnight when Billy, rising to answer nature's call,
headed down to the small bathroom by the kitchen.  The upstairs bathroom was
closer, but it was also right next to Mrs. North' bedroom and he didn't want to
chance waking her this late at night.  It was only after he was exiting the closet
sized facility that he noticed that the kitchen light was on.  Curious, he stepped
inside to investigate.


	"Oh, hi Mrs. North,"  Billy said once he stepped inside and saw the forty-
two year old sitting at the kitchen table in her bathrobe.  Resting in front of her
was a steaming cup of tea and a small tray of biscuits.


	Surprised, Kay North looked up and smiled, saying as she did that she
hoped she hadn't woken Billy up by making too much noise.  Billy laughed as he
explained that he had come downstairs to use the bathroom to avoid doing the
same with her.


	"Well, as long as you're up, would you like a cup of tea?"  Kay asked.


	"Sure, why not?"  Billy replied, thinking as he pulled out one of the
empty chairs at the small metal and Formica table that he really wasn't all that
tired anyway.


	As Kay took another cup out of the cabinet and a teabag out of a
container on the counter, Billy thought  again how different Mrs. North was from
his own mother.  They were just about the same age, but you would never know
it from the way the woman now pouring hot water over the teabag acted.


	It certainly wasn't a physical thing.  If asked to describe Kay North, Billy
would've been hard pressed to come up with any words other than average
looking, or at the best, good for a woman her age.  Descriptions that he could
just as easily apply to any of his other friend's mothers.  You knew of course that
they were women and not just mothers, but you really didn't think of them as
sexual.  Well, at least not most of them.


	The exception of course had to be Lila McCann, Susan McCann's
mother.  Five foot six, with dark brown hair, movie star looks and a body that
half the girls at Eisenhower High would envy, Mrs. McCann was hardly what you
thought of as somebody's mom.  Just last month, at the pool party for Susan's
graduation, the forty-one year old had appeared in a two piece bathing suit that
had brought more than a small measure of embarrassment to just about every
teenage boy in attendance - Billy included.


	No, it was more a matter of personality and attitude.  Kay North wrote a
newspaper column for the Telegraph, a weekly paper, called Kay's Korner.
Highly popular, the subject of each column was entirely up to her and in the five
years she had been writing it, she'd left readers with reactions varying from
amusement to outright shock.  But even when the latter was the case, they were
always there the following Friday when her next missive appeared.


	"Did you have a good time at the party?"  Kay asked as she sat the mug
down in front of Billy, sliding the biscuits towards him as well.


	"Absolutely, it was a total blast,"  Billy said, reaching for the small milk
pitcher on the center of the table.  "I know Tommy had a great time too."


	"You don't know how glad I am to hear that,"  Kay said as she sat back
down.  "I got so busy making sure everything was going right that I didn't have a
chance to ask him."


	"Trust me, I don't think there was anyone there that didn't enjoy
themselves,"  Billy said as he took a sip of the hot brew after pouring a bit of
milk into it.


	"I wanted the night to be special for him,"  Kay said, sipping from her
own cup.  "I still can't believe he'll be gone in less than a week."


	"Me either,"  Billy replied, adding a bit more milk to his cup.


	"I really wish he was going to a college closer to home,"  Kay remarked,
"but Southern California State was his father's alma mater and since he's the
one paying the tuition, I can't complain too much.  It is a really good school after
all."


	Billy subconsciously filed away one more little fact about the never seen
Mr. North.  He obviously was well off enough to be able to afford to send his son
to a quite expensive school.  His own prospects for higher education would've
depended on an sports scholarship, but he was nowhere near that good an
athlete.


	"So what are your plans come the fall?"  Kay asked.  "Still not interested
in going to college?"


	"Nah, Tommy's the one with the brains,"  Billy replied.  " We all know
that if it wasn't for all the tutoring he gave me this last year I might not have
even made it out of high school."


	"Not that I think that's totally true, he enjoyed helping you,"  she
interjected.  "And I think that he benefited from the things you helped him with
just as much as those he helped you with, if not more."


	"I didn't really do anything for him that he couldn't have done for
himself,"  Billy insisted.  "In fact, I really can't think of anything I did that made
that much of a
difference."


	"Oh I don't know about that,"  Kay said with a mischievous grin.  "I would
think that getting him laid for his birthday certainly made a big difference in his
life.  Certainly more than passing trigonometry had on yours."


	Billy choked on his tea, barely managing not to spit out a mouthful all
over the table.  With disbelief on his face, he carefully put the mug back down
on the table.


	"Didn't think I knew about that, did you?"  Kay laughed.


	The look on his face said that he obviously didn't.


	"I'm not going to say that Rachel Morgenstern would've been my choice
for my son's first time, given the reputation that seems to follow her around, but I
will admit that balling a cheerleader certainly did wonders for his self-esteem,"
Kay continued.  "It also seems to have definitely dispelled that nasty rumor that
Tommy might not be all boy.  Yes, I knew about that too."


	"I took care of the asshole that was spreading that rumor,"  Billy quickly
said, upset that Mrs. North had even known about it.


	"That you did, dear,"  Kay smiled, laying her hand on his,  "and I do
appreciate that you wanted to protect Tommy.  I just want to be sure that you
understand that not every problem can be solved by beating the shit out of some
idiot, no matter how much he might have deserved it.  Rumors take on a life of
their own and while he might not continue to spread them, it's near impossible to
take them back.  The best you can do is to disprove them, which, I'll also say,
you do seem to have also done quite nicely."


	Billy smiled.


	"I am somewhat curious how you ever managed to pair Tommy up with
someone like Rachel Morgenstern,"  Kay added,  "I love my son dearly, but even
I'm going to admit that Rachel is way out of his class."


	"I think you're selling Tommy short,"  Billy insisted.  "He has a lot of fine
qualities that girls admire."


	"Not girls like Rachel,"  Kay replied, but then tossed the matter aside.
"But what's done is done, and it does seem to have worked out for the best.


	Billy was glad to hear that, because there was no way he could ever
have explained why Rachel had agreed to pop Tommy's cherry.  The honest
truth was that he'd never even explained it to Tommy, at least not totally.  At
best, he got half a truth.


			-=-=-=-


	Rachel Morgenstern liked guys, and guys liked her,  that was pretty
much common knowledge.  What wasn't was the fact that Rachel also liked girls
- well, one girl in particular at least.  Molly Perez had been Rachel's best friend
since grade school and had become much more than that during their freshman
year at Eisenhower.


	It hadn't been that hard for them to keep the change in their relationship
a secret because no one thought it odd that two girls who'd been friends that
long would spend so much time together.  Then, one day last semester, they had
been alone in the locker room after cheerleading practice and thinking everyone
else was long gone, had allowed passion to overcome caution.  Unfortunately, it
turned out they hadn't been alone as they'd thought.


	The sounds of their indiscretion had carried out into the hall, all the way
down to the coach's office.  Hearing footsteps coming down the corridor, the two
had bolted, but Rachel had been a few seconds too slow and was spotted by
Carol Miller, the girl's swim coach.


	When she'd been questioned the next day, Rachel couldn't explain away
what Coach Miller had overheard. But at the same time, she also adamantly
refused to identify who she'd  been with, despite the coach's determination for
her to do so.  Not even the threat of an indefinite suspension lessened her
resolve.


	By pure chance, Billy had been in the outer office waiting for the
baseball coach and overheard the entire conversation.  While Billy might not
have been great with the books, he wasn't stupid by any means.  In his mind,
there were two possibilities why Rachel wouldn't identify who she'd been with.
One was that it had been a teacher, which he thought possible but unlikely.  The
other, well, he'd watched enough porn to imagine what the other possibility might
have been.


	Rachel and he weren't exactly friends but they got along well enough.  At
least well enough that he was willing to help her out of a difficult situation.
Walking into the inner office, he confessed that he had been the one with Rachel
and in doing so shared in a week's suspension.


	"Not that I'm not grateful, but why?"  Rachel asked once they were out of
the office and anyone else's hearing.


	"Does it matter?"  Billy asked with a smile.  "Just tell me that it wasn't a
teacher."
	
	"God no!"  Rachel exclaimed, shocked even at the suggestion.


	"I didn't think it was,"  he said, now sure he had made the right decision.


	"I really can't explain why, but you have no idea how much I owe you,"
Rachel said, coming up so close to him that her breasts were practically
brushing against his chest.  "If I can do anything for you, all you have to do is
ask, and I do mean anything."


	"I wasn't looking for some kind of reward,"  Billy said, thinking at the
same time he really had to be some kind of idiot to turn down what she was
obviously offering.


	"Regardless, I think you're entitled to one,"  Rachel smiled as she took a
half step back.  "Think about it and let me know."


	"Okay, I'll do that,"  Billy grinned, thinking that he now had a whole week
to do just that.


			-=-=-=-


	"Okay, so school is out, at least for now,"  he heard Kay say, snapping
him back from his recollection.  "Have you given any thought as to a job?"


	"Actually I have,"  he replied.  "I've been working at McFarlane's
Hardware part time the last few months and they want me to up that to full time.
I also have a few other things I'm working on."


	"Well, that's a start at least,"  Kay said.  "I've seen too many young men
get out of high school with no idea what to do next."


	There was a lull in the conversation as they both worked on their tea and
biscuits.  Then Kay turned to a more personal subject.


	"I noticed at the party that you were spending a lot of time with Kelly
McGowen,"  Kay said as she put down her mug.  "Please tell me that you're not
starting up with her again."	  	


	"It's complicated,"  Billy said.


	"Oh, is that what they are calling it nowadays?" Kay smiled, a smile that
Billy had seen too many times to know that she wasn't going to accept such a
simple answer.


	As far back as he could remember, one of the best parts of being friends
with Tommy had been the kitchen table chats with his mother.  Unlike most
adults, Kay had always treated him as an adult, or at least as appropriate to his
age as possible.  Their conversations had always been educational to say the
least and he had learned to value her opinion.


	"I know that I've had problems with Kelly in the past,"  Billy replied after
a long pause,  "but she says she's changed."


	"Of course she has,"  Kay said, her lack of belief in the possibility clearly
evident.


	Over the last two years, Billy and Kelly had been a couple three different
times, the length of their  relationship varying from a brief two months to two
thirds of  the senior year.  Each time they had started off like a blazing inferno,
but ended up as cold as a pair of ice sculptures.


	"This time I think she means it,"  Billy said.


	"And you believe that?"  Kay asked.


	Billy didn't answer, but the look on his face said that he couldn't say that
with certainty.


	"Billy, I've always given you my honest opinion, and I think you've
always appreciated that,"  Kay said.  "So unless you tell me different, I'm going
to continue to do just that."


	"I wouldn't want that to change,"  Billy replied, Kay's expression showing
that was exactly the answer she was looking for.


	"Kelly McGowen is a beautiful girl, there's no denying that,"  she said
without pause,  "and I'd have to be blind not to see why you're attracted to her.
But when I look at her, I also see a girl who is, what we used to call, very high
maintenance. And a girl like that isn't what you need in your life right now."


	"I think you make her sound a lot worse than she is,"  Billy replied.


	"You think so?"  she countered.  "Tell me, what was the reason the two
of you broke up this last time?"


	"Kelly said that she was tired of me not being always there when she
needed me,"  Billy answered,  "that I was spending too much time on other, less
important things."


	"In other words,"  Kay said,  "you had the audacity to have a life that
didn't totally revolve around her all the time."


	"Well, when you put it like that you make it sound like…"  he started to
say.


	"I make it sound exactly like it was,"  Kay cut him off.


	Billy wanted to say she was wrong but deep inside he knew she wasn't.


	"Tell me honestly, what is the best thing about going out with Kelly,"
Kay asked,  "the part that you miss the most?"


	Billy didn't even have to think about the answer, but he was reluctant to
voice it.  The reddening of his face gave Kay a pretty good indication of what it
was.


	"It was the sex, wasn't it?"  she inquired.


	Still unable to actually say it, Billy nodded his head.


	"Well, as much as you might expect me to say I'm  shocked, I'm not,"
Kay said.  "I mean, after all, I was your age once."


	That was another thing Billy sometimes had difficulty imagining about
the older generation.  That they had once been his age and consumed by the
same desires.


	"So I guess the question should be, if you take sex out of the equation,
what else is there about being with Kelly that you miss?"  Kay corrected.
	
	A long silence filled the air as Billy thought long and hard about the
question.  An answer didn't seem to be forthcoming.


	"Okay,"  Kay said, after waiting just a bit longer for Billy to come up with
an answer,  "let's just assume for the sake of discussion that the only thing you
and Kelly have in common is sex."


	Billy made one last attempt to come up with a better answer, but again
drew a blank.


	"You'll probably also find this surprising, but I don't have a problem with
a relationship based just on sex,"  Kay said,  "but that being said, it's important
that you both know that's all it is."


	Kay was right, Billy was indeed surprised to hear her express such a
sentiment.


	"So, if we were to ask Kelly the same question, what do you think her
answer would be?" Kay asked.  "Do you think it would be the same as yours?"


	Again Billy found himself dumbfounded.  It wasn't like he and Kelly had
ever had a deep discussion about what their relationship meant.  Typically,
they'd go out and grab a bite to eat, or maybe catch a movie.  The only constant
seemed to be that by the end of the night they'd wind up getting naked
somewhere, or as close to it as possible.


	"Let me tell you how I see the two of you,"  Kay continued.  "I look at you
and see a bright, hardworking, and I must say good looking young man, just
starting out in life.  Someone who should be enjoying this time and seeing what
life has to offer."


	Billy smiled at her description of him.


	"Kelly, on the other hand, is indeed beautiful and sexy but not exactly
the brightest of girls.  True, she has learned to make the most of what she has,
but now she's been thrust out of the safe cocoon of high school and has to face
the real world,"  Kay said, "and I'm willing to bet just about anything that she isn't
happy with what she sees."


	Kay paused a moment to see if Billy had any comment on her
assessment of Kelly.  None were forthcoming.


	"In my opinion, she has three possible options,"  Kay went on.  "She
could go on to college, but unless her parents literally have money to burn, I
don't see this as a worthwhile endeavor."


	Billy couldn't  find fault with that; Kelly's grades were worse than his.


	"Secondly, she could do what you've done and get herself a job,"  Kay
said.  "Not everyone is cut out for college and there are plenty of good jobs that
you don't need a degree for."


	That was something Billy himself was counting on.


	"The thing is,"  Kay continued,  "I don't see Kelly going down this road,
because from what I've seen of her these past few years, she's been all too
content to have someone else do all the heavy lifting for her.  Has she ever so
much as had a part time job?"


	The answer to that had to be a definite no, Billy thought.  Kelly never
had so much as a babysitting job.


	"No, I can only imagine Kelly deciding, if she hadn't already done so, on
option number three,"  she concluded,  "and that's to find someone who is going
to continue to take care of her, to the extent that she can just sit back and enjoy
the ride."


	"So that's why you think she wants to date me again?"  Billy asked.


	"Well, dating is only going to take her so far,"  Kay explained, "at least at
this point in her life.  In high school her father took care of everything, but there's
no guarantee that he'd be willing to continue to do and not expecting her to
contribute, which brings her back to option two.  No, she would need someone to
assume full responsibility for her wants and needs indefinitely."


	"You make it sound like she's looking for a husband,"  Billy laughed.


	He stopped laughing when he saw an expression on her face that
seemed to say 'bingo.'


	"No…."  Billy said.


	"I'm just calling it as I see it,"  Kay replied.


	"So you think that I shouldn't go out with her again?"  Billy asked.


	"What I think doesn't matter,"  Kay answered,  "that's entirely up to you.
After all, I could be wrong.  It certainly wouldn't be the first time.  What I do think
is that you should at least be forewarned so you can make a rational decision if
and when the time comes.  I've seen too many young men do their thinking with
the wrong head and pay for it for the rest of their lives."


			-=-=-=-


	Heading back up the stairs, Billy considered everything Mrs. North had
said.  She certainly had given him something to think about.  Especially since,
during the party, he'd already agreed to go to the movies with Kelly next
weekend.


	As scary as the possibilities she presented were, he didn't think they
warranted him canceling the date.  They did, however, make him determined to
look at the situation with a more objective eye.  If nothing else, he'd be sure to
think with the right head, something he hadn't always done in the past.  At least
as far as Kelly was concerned.




			-=-=-=-


	"Welcome back,"  Tommy North said as he lifted his head off the pillow
when he saw Billy come back into his room.  "I was about to send out a search
party."


	"I went downstairs to pee and ran into your mom in the kitchen,"  Billy
said as he slipped back into the spare bed.  "We got to talking and you know
how that goes."


	"Discuss anything interesting?"  Tommy asked.


	"Just how neither of us is really going to miss you when you leave this
weekend,"  Billy grinned.


	"Screw you,"  Tommy playfully said.


	"Oh by the way,"  Billy said in a similar tone.  "It seems that your mom
knows all about you and Rachel Morgenstern."


	"I know,"  Tommy replied,  "I'm the one that told her."


	"You did what?"  Billy asked.


	"I told her,"  Tommy said as if it was the most natural thing for him to
have talked to her about.  "Mom and I are close, we don't have any secrets from
each other."


	"You're shitting me,"  Billy said, sure that his friend was kidding.  "And I
suppose she shares details about her sex life with you too,"  he added
sarcastically.


	"Just enough for me to know that she has one,"  Tommy smirked.


	"Fuck!"  Billy said as it finally hit him that Tommy was serious.


	"I think she was worried that I might run into some strange guy in the hall
one night and freak,"  Tommy suggested.


	"I didn't know your mom was dating anyone,"  Billy said, still absorbing
the revelation.


	"I'm really not sure you'd call it dating,"  Tommy said.  "It's more in the
line of needing a little 'company' now and then."


	"Oh,"  Billy said, his friend's emphasis on the word 'company' suggesting
a much more literal meaning than he might have given it otherwise.  Suddenly
Mrs. North' earlier  comment on having a relationship based just on sex took on
a new perspective.


	"Have you?"  Billy asked, his curiosity stirred.  "Run into anyone in the
halls I mean?"


	"No,"  Billy said, before rolling over towards the wall, bringing the
conversation to a close,  "but I don't think she would've told me if she didn't think
there wasn't a possibility that I might."


	As Billy rolled over in his own bed, he found it hard to drift off back to
sleep.  The thought of Kay North as a sexually active woman was going to take
some getting used to.


			-=-=-=-


	"Okay, so that's a gallon of primer and two gallons of the Sunset
Yellow,"  Sean McFarlane said as he jotted down the order on his pad.  "Is there
anything else that I can get for you, Mrs. North?"


	"No, I think that'll do it, Mr. McFarlane,"  Kay said to the fifty-five year
old store owner.  "I've been putting off redoing the basement party room for as
long as I can remember, but now that Tommy's away at school I've run out of
excuses not to take care of it."


	"And how is the lad doing?"  the white haired man asked.


	"Very well, thank you,"  she replied.  "I miss him of course, but being out
on his own has really done wonders for him.  He's grown so much in just a few
months."


	"That's usually the way,"  he said, remembering his own daughters now
grown.  "Are you planning to do the painting yourself?"


	"Heavens no,"  she laughed.  "I'd wind up wearing more of it than I got
on the walls.  Now that I've finally decided on a color, I'll hire a handyman to do
the actual work."


	"I thought that might be the case,"  Sean smiled,  "and I think I might
have just the man for you.  He's just starting out, but he does excellent work."


	"Well, if you're recommending him, I'm sure he must,"  Kay replied,
having had dealings with the older man many times over the years and knowing
his exacting standards.


	"He's a very nice young man and a wizard with a brush and rollers,"  he
said.  "In fact, he did my darling Kate's sewing room last month and I've never
seen a finer job."


	"Then I'd obviously be a fool not to hire him,"  Kay laughed.  "Do you
have a number for him that I could call?"


	"No need, that's him coming back in now,"  Sean said as the bell on the
front door chimed and a tall, muscular young man stepped back inside carrying a
large box in his arms.


	Kay turned her head in the direction of the store entrance and was
surprised to find a familiar face.  She had totally forgotten Billy having
mentioned that he was going to be working at the hardware store and hadn't
seen him since the night before Tommy had left for San Diego.


	"Billy, come over here and meet…."  Sean started to say, only to be
interrupted as the stock boy spotted the woman standing at the front counter.


	"Mrs. North,"  he said with a broad smile.
		
	"Hello Billy,"  she said with an equally wide smile.


	"Ah, so you already know each other,"  Sean said, stating the obvious.
"Excellent.  I'll just let the two of you work out the specifics then."


	"Specifics of what?"  Billy asked as he put the box down on a empty
space on the counter.


	Kay quickly explained that she was planning to redo the playroom and
how Mr. McFarlane had recommended him for the job.


	"I don't know,"  Billy said, hesitation in his voice.


	"Is there a problem?"  Kay asked, confusion in hers.


	"I'd feel kind of funny taking money from you,"  Billy said.  "I mean, I'd
be happy to paint the room for you but…"


	"But nothing,"  Kay interrupted.  "Do you charge other people when you
do a painting job?"


	"Well, yes…"


	"And do you give them a professional job?"


	"Of course."


	"Then I expect nothing less,"  she said.  "And I would think that by now
you'd know better than to argue with me,"  she added with a grin.


	They spent a few more minutes ironing out details, with Kay giving him
her spare house key so that he could start the job whenever he had the time.
Billy in turn promised to stop by on Thursday night to clear out the room and
come back on  Friday night to tape up the walls and such.  The painting itself, he
would do over the weekend.


	"Billy, the job doesn't have to be done by Monday,"  Kay said.  "I don't
expect you to cancel whatever plans you have for the weekend.


	"I didn't have any other plans,"  Billy replied, his tone saying there was
more to it.


	"No date with Kelly?"  Kay asked out of curiosity, having been told by
her son before he left that the two of them had indeed begun dating again.


	"That… that didn't work out,"  he said.


	"Oh, I'm sorry to hear that,"  she said, even though she really wasn't.


	"Turns out you were right,"  Billy said.


	"I was right?"  Kay asked, not sure exactly what he meant.


	"We weren't even going out again a month before every conversation
seemed to center around how nice it would be to plan a future together,"  he
said, reminding Kay what she had forgotten telling him months before.


	What Billy left out was that, as part of their new beginning, Kelly had
decided to put the genie back in the bottle and declared herself 'revirginized.'
Simply put, there would be no more physicality in their relationship until there
was a ring on her finger.  If she'd thought that was going to motivate Billy to do
so, she found herself sorely mistaken.  Without the carousel ride, Billy quickly
saw that the brass ring was hardly worth a lifetime commitment.


			-=-=-=-


	Billy leaned back on the small folding chair, the only piece of furniture
left in the room aside from the makeshift worktable he had constructed out of
plywood and two garbage cans.  True to his word, he had come over to the
North' house on Thursday night and cleared out the playroom.  Then he'd come
back last night and patched up any cracks in the wall, taping up anything that
needed covering.


	Mrs. North had been home when he'd come around on Thursday, but not
on Friday, having mentioned that she was going to a social event over in
Concord and planned to stay overnight rather than drive back after midnight.
With the house to himself and not feeling tired, even after a full day at the
hardware store, Billy decided to get a head start and put down a primer coat.  He
finished that about one in the morning and after taking a short nap on the couch
out in the hall, he added a second coat before heading home.


	Returning to the still empty house this morning, Billy went right to work
on his first coat of Sunset Yellow, finishing up before noon, and then came back
around five to finish up the job with a final coat - a full day ahead of schedule.
Since he was getting paid by the job and not the hour, he was immensely
pleased with himself.


	'I guess what they say is true,'  Billy thought as he took a pull from the
cold bottle of beer he had liberated from the basement refrigerator,  'there is
nothing more boring than watching paint dry.'
	
	Technically, his work was done an hour ago, but because he wanted
every job to be as perfect as possible, he wanted to wait until the walls were at
least partially dry to see if there were any spots that needed touching up.  But as
he waited, the long hours, coupled with the beer, caught up with him and he
drifted off to sleep.


			-=-=-=-


	"This, I have to say, is one impressive job,"  Billy heard a familiar voice
say, snapping him out of his nap.


	He opened his eyes to find Kay North, dressed in an short sleeved, knee
length blue dress, standing in the center of the room, surveying his work.  Her
back was to him, but he didn't need to see her face to know that she was smiling.


	The sound of his stirring caused her to turn, taking a step closer as she
did.  Billy followed her gaze and realized he'd left the empty beer bottle sitting on
the floor by the chair.


	"I hope you don't mind,"  he said, glancing down at the bottle.


	"Please,"  Kay chuckled,  "as if that's the first bottle you and Tommy
ever snuck out of the basement fridge."


	Billy grinned, as that was certainly true.


	"In fact, that doesn't seem like a bad idea,"  Kay decided.  "Why don't
you get yourself another and bring me one too."


	Dropping the empty bottle in the trash can next to the refrigerator, Billy
glanced at the wall clock and noted that it was ten past nine.  He's been asleep
for about two hours.


	Coming back into the playroom, he found Kay still admiring his
handiwork.  He passed her one of the bottles and watched her pop the top of the
bottle off on the edge of his makeshift table.  Then handing him the open bottle,
she did the same to the other.


	"How much were you charging me again?"  Kay asked as she lifted her
bottle to her lips.


	Billy repeated the price they had agreed upon.


	"Damn, did I get a bargain,"  Kay laughed.


	Billy laughed too before excusing himself to give the room the final
inspection he had planned to do before he'd dozed off.  Finding two small spots
he felt should be touched up, he quickly did so.


	"You know, I think you probably still have some clothes up in Tommy's
room,"  Kay said as she noted several paint blotches on Billy's coverall.  "Why
don't you take a look and I'll toss that into the washer?"


	Glancing down at the patches of yellow on his tan outfit, Billy decided
that wasn't a bad idea.  He took a moment to make sure that none of the stains
were still wet, least he leave paint somewhere along the way, then headed up to
the second floor bedroom.


	Tommy's room was, Billy decided, the neatest he had ever seen it.  A
fact that illustrated his friend's absence more than anything else.  Checking the
dresser where he often left clothes, he found a clean t-shirt and pair of gym
shorts which he changed into.  There hadn't been any undershorts in the drawer
to replace those he took off, but he figured it wouldn't hurt to go commando for
the hour or so it would take to wash and dry his clothes.


	Coming back down the stairs, he was met by Mrs. North who relieved
him of the small bundle.  She told him to have a seat in the living room and
she'd take care of the wash.  When she reappeared a few minutes later, it was
with two new bottles of beer in her hand.


	"I figured the ones we left down in the basement were just about done
anyway,"  she said as she handed him one of the bottles.


	Billy hadn't planned on having a third beer but he accepted it anyway.
After all, nothing said he had to finish it.  And if he did, he was sure Mrs. North
wouldn't mind him crashing in Tommy's room if he didn't feel it wise to drive
home.


	"I have to say again how impressed I am with the job you did,"  Kay said
as she took a seat on the other side of the couch.  "How did you learn to paint so
well?"


	"One of my Dad's friends is a general contractor and I worked as his
helper on weekends,"  Billy said as he took a drink from his bottle.  "I liked doing
it, so I figured it might not be a bad idea to try it professionally."


	"Definitely not, especially if you can produce results like that,"  Kay
commented.  "People are always looking for skilled craftsmen."


	"I hope so,"  Billy replied.  "Still, it takes time to build up enough of a
customer base to think of it as anything more than a part time gig.  That's why I
have the job at the hardware store too."


	"I'm sure you're going to succeed at it,"  Kay smiled,  "but it's good that
you're being realistic and have a back up plan as well."


	They chatted a bit more about his plans, with Kay promising to
recommend him to a few people she knew wanted to have some work done
around their houses.


	"Have you heard from Tommy lately?"  she asked, changing the topic.


	Billy had in fact gotten a letter from him just the other day.  He wasn't
sure if he should mention it though, in case he was writing him but not her.
Thankfully, Kay mentioned in her next breath that she'd also just gotten a letter.


	"He's really enjoying himself down at Southern Cal,"  she said, echoing
sentiments he'd mentioned in Billy's letter,  "both in the academic challenges and
the new friends he's been making."


	Billy smiled.  It was those new friends that had occupied the bulk of his
last two letters from Tommy.  In them he had excitedly related his discovery that
college girls were as impressed with intellectual prowess as high school girls had
been with physical.  In fact, he'd already slept with two girls he'd met in class.


	"Of course he really didn't go into detail,"  Kay said in reference to her
own letter,  "but I know my son well enough to be able to read between the lines.
I think it's safe to say he no longer has a confidence problem with girls."


	That was an understatement, Billy thought, taking another drink.  For the
first time since he'd met him,  Billy had been envious of his friend.


	Tommy had shared his dismay when he ran into Sarah and Crystal, the
two girls he'd mentioned before, at lunch one day and learned that not only did
they know each other, but actually lived in the same dorm.  Something he had
failed to notice in the thrill of having been invited back to their rooms.


	Amazingly, rather than being upset, both seemed to find it funny that
they'd inadvertently shared the same bedmate.  In fact, the two girls totally blew
his mind when, as casually as if they were discussing setting up a study date,
they broached the possibility of all three of them getting together one night.  Yes,
college certainly was different than high school.


	"Excuse me?"  Billy said, so wrapped up in the visual that had filled his
head that he didn't hear what Kay had just asked him.


	"So how has your social life been going, now that things didn't work out
with Kelly?"  she repeated.  "I hope you haven't been spending every weekend
working."


	Actually, that was exactly what he'd been doing.  With putting in a full
week at McFarlane's, the weekend was usually the only time he had to try and
develop his fledgling business.


	"That's not good,"  Kay said,  "not good at all.  Even if you really don't
want a relationship right now, you still need to go out and have some fun.  You
know the old saying, all work and no play…et cetera."


	That was easier said than done, Billy pointed out, any reluctance to
discuss his lack of a social life lessened by the beers he'd consumed.  More than
half the girls he'd known in high school were either in college or already involved
with someone, leaving a very small pool to fish in.  Even if he had the time to do
so.


	"Hmm, I can see how that could be a problem,"  Kay noted as she
drained the last of her beer.  "Although I suppose you could always go back to
high school girls.  I seem to recall having an older boyfriend being a pretty big
status symbol, or has that changed too?"


	No, that hadn't changed, he replied, and the idea had indeed occurred to
him.  After all, a few of his buddies had girlfriends that were still in high school.
But with only one exception, they had already been dating before the guys had
graduated.


	There was also the little matter of him being, in some cases, two years
older than the current senior class due to having repeated a grade.  In teen
years, that was a very big gap.


	"I hadn't considered that,"  Kay said.  "It's been a long time since a few
years' difference in age seemed all that important."


	"Yeah, I guess once you pass a certain age things sort of all even out,"
Billy said as he got up to stretch his legs, realizing as he did that his comment
might be taken the wrong way and quickly added, "I didn't mean to imply that
you were old or anything."


	"But I am old,"  Kay laughed,  "well, older anyway."


	"I have trouble thinking of you that way,"  Billy pointed out as he took a
moment to look at a picture of a younger Kay on the fireplace mantle.  "In fact, I
don't think you look all that different than you do in that photo."


	"Liar,"  Kay laughed again.


	"I mean it,"  Billy insisted.  "In fact, it's a pity I'm not older."


	'Or I'm not younger,'  Kay thought to herself, looking at the young man
before her as an adult and not just her son's best friend.  In a way, it was as if
she was seeing him for the very first time.  That was a dangerous thought, she
told herself, one that she should dismiss as quickly as possible.


	That also proved to be easier said than done, and part of Kay wondered
if the beers she'd had since coming home might not have been the best idea.
Especially seeing as she'd also had a few drinks with friends before coming back
from Concord.  She wasn't drunk by any standard, but had enough of a buzz on
to call her judgment into question.


	"You know, Billy, it just occurred to me, without even realizing it, you
might just have hit on a solution to your problem,"  Kay said.


	"I did?"  Billy asked, turning around as he did.


	"Well, you might have, if I'm seeing the situation correctly,"   Kay
clarified.


	"How do you see it?"  Billy asked.


	"I guess now it's my turn to hope you don't take offense,"  Kay replied,
"but would I be wrong in saying that, given the choice between having a
relationship right now or simply having someone to fuck, you'd be more than
happy with the latter?"


	Billy was a bit surprised to have it put like that, but he confirmed her
assumption with a slight but distinct nod of his head.


	"Well, if all you are looking for is a bit of fun in the sack, have you ever
considered that you might be better off with a woman, rather than just a girl?"
Kay said, watching carefully for his reaction to the suggestion.


	It might have been his own slight buzz, or the too little sleep over the
last few days, but it took a very long moment for what Kay said to register in
Billy's mind.  When it did, the look on his face turned to astonishment.


	"Oh don't look so shocked, Billy,"  Kay said as she rose from the couch.
"You can't tell me that the idea hasn't ever occurred to you before."


	Of course it had occurred to him, he silently acknowledged to himself.
No one could've been around Lila McCann and not have had at least a few
lascivious thoughts.  But that aside, any fantasies in that direction had centered
around a few movie or television actresses.  Certainly no one he actually knew.


	"I never thought…"  Billy said, stumbling over his words.


	"Well then, maybe you should start,"  Kay cut him off, moving closer to
him as her voice took on a previously unheard seductive quality,  "and see the
possibilities that might be right in front of you."


	'Omigod, she's talking about herself,'  Billy realized as he felt Kay's hand
press against his chest.  'Is this really happening?'  he added, wondering if he
might still be asleep down in the basement.


	"I think you'd be amazed to discover just how different sex with a woman
my age can be,"  Kay continued,  her fingers moving to the open v-neck of his
shirt and brushing against bare skin.  "Aside from having
years of experience that no teenage girl is ever going to match, you'd also find
we have very few inhibitions."


	The sensation of flesh upon flesh made one thing immediately clear -
this was no dream.


	"And while I know I'm no Lila McCann,"  she said,  all too aware of the
neighborhood boys' fascination with the brunette bombshell,  "there's one big
difference between her and me."


	His mind more than a bit confused at the moment, Billy thought Kay was
referring to their obvious physical differences.  After all, Kay was only five foot
three, with a slender build and small breasts, while Lila was only two inches
shorter than his own five eight with a thirty-six inch bust and body curves to
match.  But what she was talking about proved to be far more significant, at least
to what was happening now.


	"There are no imaginable circumstances,"  Kay said, whispering into his
ear as she came close enough to do so,  "under which Lila would ever let you, or
any of your friends, touch, or even see, those big boobs that she likes to tease
you all with.  I, on the other hand, would not only let you both see and touch
whatever you like, I'd also happily let you put your cock in my mouth, my pussy,
or anywhere else you might take a fancy to."


	'Omigod,'  Billy thought as the least of those possibilities sent a shudder
between his legs.  What little self restraint he still possessed began to fade
away.


	"I couldn't,"  Billy said, drawing on his friendship to give him the strength
to ignore the rising tide within him. "I couldn't do that to Tommy."


	"Well, technically speaking, you wouldn't be doing it to Tommy,"  Kay
said with soft laughter,  "you'd be doing it to me.  Unless there's something about
the two of you that I don't know about."


	"I didn't mean…"  Billy started to say, only to have any other words die
stillborn in his throat.  Cut off as he felt Kay's other hand slip past the band of his
gym shorts and closed around his cock.  He tried again to say something, but all
he could manage was an inarticulate grunt.


	If Billy had been shocked by the unfolding situation, he was no more so
than Kay.  Even with the reality of his cock in her hand, the forty-two year old
redhead couldn't quite believe what she was doing.  She certainly hadn't planned
this, at least not on a conscious level.


	There had been times, she would admit, that she'd looked at some of
her son's friends, especially Billy who was both the oldest and sexiest, with what
Reverend McCord would surely describe as impure thoughts.  But that was all
they ever were, no more real than the ones any of those boys had about Lila
McCann.  At least she never imagined them as ever being anything more.


	As she had explained to her son, when he'd reached an age that she'd
felt he'd understand, she was a grown woman with a woman's needs.  Needs
that hadn't vanished when she'd divorced his father.  Thankfully, Tommy had
been mature enough to understand both that and her explanation that what had
happened between her and his dad was personal and in no way affected how
both of them felt about him.


	One of the things Kay had agreed to in the divorce settlement was a
confidentiality agreement, one that prevented her from sharing publicly her
cause of action.  But even if the accord hadn't prevented her, she didn't think
she'd ever tell Tommy what caused the end of their thirteen year union.


	Tom North Sr. was a very successful real estate developer with political
aspirations back in San Diego.  Twelve years older than Kay, he had her when
she had been hired by one of the other developers as a assistant fresh out of
secretarial school.  It was hardly love at first sight but over time they developed
an attraction that had initially led her to transfer to his desk, and then later to his
bed.  When she found herself pregnant, it had also led her down the aisle.


	Their marriage had been a relatively happy one, or so she had believed.
One night, when Tom had to stay late to finish up some papers, Kay had decided
to leave Tommy with a babysitter and surprise her husband with a  home cooked
dinner for two.  The surprise, or more specifically, the shock had turned out to be
hers when, after letting herself in with the spare office key, she came upon her
husband and his current secretary.  His pants were down, her skirt was up and
even in the dim light it was obvious they were joined at the hip.


	With his party's long awaited endorsement for the city board having just
been secured, Tom knew he was looking at a total disaster with a scandalous
divorce trial.  Even in 1970, no politician was going to survive being caught in
flagrante delicto with a woman both not his wife and less than half his age.  So
he offered Kay an incentive to keep the story out of the press.


	In exchange for her silence, Kay got a overly   generous settlement, one
that assured her that she wouldn't ever have to work again.  He would buy her a
new home in the town of her choosing and also pay all his son's expenses until
he graduated college or turned twenty-one.  Seeing a chance to start totally
over, Kay had taken the money and run.


	About a year after moving to Lakewood, Kay made the decision to
venture back out into the dating scene, only to discover that in a town this size,
the options were quite limited for a woman her age, especially one with a
teenage son.  What men were available had, at one time or another, already
been found wanting by someone before her.  Movies and television shows to the
contrary, no one was going to come along and sweep her off her feet.


	In the end, Kay found she was willing to settle for occasionally just being
swept into bed, even if the men doing so proved barely adequate to the task.
She was far from promiscuous; after all this was a small town and the last thing
she wanted to be known as was an easy lay.  So when the opportunity presented
itself, she would take advantage of it.  Just often enough to feel like a woman
now and then.


	Yet in all of that, nothing really explained why she had so unexpectedly
and casually tossed caution to the wind and made a move on Billy.  Much later,
looking back on this night, all she would be able to come up with was that, in that
moment, she felt overwhelmed by the need to experience something more than
just adequate.    	


	"Feels nice, doesn't it?"  Kay asked as she played with his hardness, her
fingers caressing his balls and the length of his cock.


	"Oh yes,"  Billy grunted, his eyes tightly closed.


	There was a part of Billy that knew what was happening was wrong in so
many ways.  Yet it was hard to convince the rest of him while a woman's hand
was playing with his cock.  Even if that hand belonged to someone old enough to
be, and who actually had acted at times as, a second mother.  Still, the role had
been an honorary one at best, and even if he might not have wanted to admit,
that fact was adding to the excitement of it all.


	"If you want me to stop, Billy, all you have to do is say so,"  Kay said as
she again cupped his balls, playing with them for a moment before again
working her way upward.  "Just one little word and we'll just forget this ever
happened."


	Again Billy's reply was little more than a brief grunt, not that Kay
expected anything more.  Certainly not a request for her to stop.


	"I really hope you don't ask me to stop, because I'm enjoying this as
much as I think you are,"  she continued.  "I'm also thinking how nice this
beautiful, hard cock is going to feel when you bury it deep in my pussy.  You'd
like that, wouldn't you, Billy, putting your cock in me and fucking me as hard as
you can?"


	The imagery of her words, coupled with the motions of her hand had
brought the nineteen year old to the edge.  He needed only the slightest push to
send him over the precipice.


	"Of course, before that, I'd really love to taste it first,"  Kay added,  "to
feel it grow hard in my mouth and get it all wet and slippery.  Kelly used to do
that for you, didn't she?  Get down on her knees and suck your cock until it was
ready to explode?"
	
	Kay paused for a second, savoring the look of bliss on his face, then
began to pump his cock even faster.


	"I'm sure she did,"  Kay smiled as she pumped him furiously,  "but you
know what, I'm willing to bet that. good as she was, I'm just a bit better.  In fact, I
bet she's never even let you come in her mouth."


	"I… I…"  Billy tried to speak but got no further as his cock exploded in a
burst of whiteness, filling both her hand and his shorts.


	"Oh my,"  Kay said as she withdrew her hand from his shorts after finally
feeling his hardness dissipate.  "We do seem to have made a bit of  a mess,
haven't we?  But that's okay,  I don't mind running the washing machine a
second time - but not right now of course."


	'No, definitely not right now,'  Billy thought.


	Kay smiled as she grabbed a decorative cloth from the fireplace mantle
and used it to wipe off her hand.  That the vacation souvenir was probably now
ruined never even entered her mind.  Nor did the idea that perhaps she should
end this before it went even further.


	"Why don't we go upstairs to my bedroom where we'd be more
comfortable?"  she asked instead, taking Billy's hand in hers before he could
even reply.


	"Oh fuck yes,"  Billy said, anticipation filling every syllable.


	Totally committed, Kay closed the few inches between them and sealed
the deal with a kiss that, just in itself, would've forever changed the nature of
their relationship.


			-=-=-=-


	They actually stopped in the master bathroom first, where Kay
proceeded to strip Billy of the now sticky shorts, dropping that and his t-shirt into
the hamper.  Running a washcloth under the warm water, she cleaned Billy up,
much to his continued delight.


	As she ran the soapy cloth across his cock, Kay couldn't help but admire
his package.  The swim trunks Billy normally wore when he used their backyard
pool were small and tight enough that they left little to the imagination.  Looking
at what had previously been concealed, Kay decided that 'little' was definitely the
wrong word to use.  The rest of his body was just as impressive, as she already
knew, well defined but not muscle bound, the result of his lifetime enthusiasm for
sports.


	As she rinsed him off, Kay smiled at the resilience of youth.  Despite
having just ejaculated, Billy was already working on a new erection.


	Moving into the bedroom, Kay walked a few steps ahead of Billy, coming
to a stop in the center of the room.  Looking back over her shoulder, she
beckoned for him to unzip her dress.


	With an eager smile on his face, Billy quickly stepped up behind Kay
and, taking hold of the zipper at the nape of her neck, slid it all the way down to
just above the crack of her ass.   Reaching out with his left hand, he ran it along
the small of her back, across the thin white strap of her bra and then down to the
top of her matching panties.


	Her dress now loose against her body, Kay slid it off first one shoulder,
then the other, letting it fall to the floor once it was clear of both her arms.
Slipping out of her shoes, she stepped forward and turned, letting Billy get a
clear look at her body as she divested herself of those last whispers of
concealment.


	Kay North was short and slim, but hardly what you would think of as
skinny.  The breasts that came into view as she undid her bra seemed perfectly
proportioned for her frame, with oversized nipples that immediately drew
Bobby's attention.  At least until her panties followed and he lowered his gaze to
the thick, dark red patch between her legs - one unlike any he had ever seen.


	Contrary to what most of his friends might believe, Billy really didn't
have as much experience with girls as they imagined.  Other than Kelly, he'd
only gone all the way with two other girls, and he'd never even gotten half her
clothes off with one.
	
	That had been Debbie Ford, with whom he'd traded virginities back in
the last summer of junior high.  It was the only time they'd done it, in the back
seat of his dad's Ford Pinto. It had been a one time thing, born more out of a
desire by both to have actually done it than anything else.  Billy remembered it
as short and awkward, as much due to the cramped space as a lack of passion.


	The other had been Carolyn Daniels, a blonde haired sophomore he'd
dated the second half of his junior year, during the gap between his second and
third go around with Kelly.  Carolyn had been enthusiastic enough, but in the end
didn't want to tie herself down with just one guy.


	Even his liaisons with Kelly had far less intimate than people assumed -
at least in the beginning.  Second base had been the furthest he'd gotten the first
time they'd dated, and while he'd made it all the way home their second time
around, that didn't come until didn't come until after she made him wait six
months before even passing third.


	One thing all three girls had in common, as did those he dated even
more briefly, were what they liked to call, 'the rules.'  It varied with each girl, but
was basically a guideline of just how far you could go with her at any point in the
relationship. As if some sort of timeline protected their reputation.  And then
there were those things they wouldn't do under any circumstances.  Those they
usually made sure you knew rather early, just so there would be no
misunderstanding later on.  Based on his experiences and those of his friends, it
was something different with each girl.  A fact Billy always found amusing.


	The reason 'the rules' had come to mind at the moment was Kay's
unexpected statement that before they went any further, there was something
she wanted him to be understand.


	'Damn, so much for that bit about older women being more uninhibited,'
Billy thought, feeling just a touch of disappointment.  	


	"I want you to know that, there is no part of my body that you shouldn't
feel free to touch, in any way that you wish,"  she said unexpectedly.  "As far as
we're concerned, for tonight at least, the world beyond these four walls doesn't
exist.  So make the most of it."


	'This is really happening,'  Billy finally accepted.


	He closed the distance between them and took Kay in his arms,
wrapping them around her as he pulled their bodies together.  His mouth found
hers and she responded to his kiss with a passion that said this was indeed a
woman, not a girl.  Hands reached out for now exposed flesh, even as tongues
slipped back and forth.  In no time at all they resembled a couple of teenagers
playing seven minutes in heaven.


	Billy filled with an excitement he'd never felt before, not even his first
time with Debbie.  One hand closed around Kay's left breast, massaging her
nipple even as his other gripped the cheeks of her ass.  Soft moans filled the air
as Kay explored his body with equal fervor.


	Taking a moment to catch his breath between kisses, Billy spotted the
stand alone, full length mirror in the corner of the room.  In it he could see the
reflection of their two bodies.  He loosened his grip just enough to turn Kay
around, so they she could see the image as well.


	One hand against her breasts, Billy played with their softness, squeezing
one, then the other, rubbing his fingertips against the stiff nipples.  His other
hand moved  around Kay's waist and between her legs, coming to rest on the
damp mound within.


	"Oh yes…"  Kay moaned loudly as she pushed her body back against
his, causing his renewed manhood to slide between the cheeks of her ass,  "use
your fingers, right there."


	Billy was surprised to find Kay as receptive to his touch as any girl half
her age, but that revelation only lasted a moment, replaced by a determination
to bring her the same pleasure she'd brought him.  After running his fingertips up
and down the length of her pussy a few times, he slipped two, then three deep
inside, moving them back and forth as they became covered with a warm
wetness.  A natural lubricant that allowed him to double, and then redouble his
efforts.


	"That's it, fuck me with your fingers,"  Kay said over her shoulder,
gyrating her body in time to the motions of his own.


	"Oh God, yes,"  Kay moaned even louder as she felt a radiating warmth
spreading out from between her legs and across her body .  It had been ten
months since any hand other than her own had touched her there, and as she
recalled, it hadn't even felt half this good.


	Billy held her tightly as he felt her body respond to his touch, her flesh
quivering with anticipation.  He could actually feel the racing of her heart as he
pressed an open palm against her breast, making his own chase after it.  Tiny
ripples washed across her skin, growing in intensity and frequency with each new
breath.


	"Harder, fuck me harder!"  Kay moaned, the words barely audible as she
quivered on the crest of orgasm.  "I'm almost there."


	Billy didn't think it was possible to do so, but that didn't mean he wasn't
going to try.  Either way, it only took another minute or so before Kay exploded
in his embrace.


	"Yessssssss!"  she cried out, loud enough that Billy was thankful that her
closest neighbor was at least a half acre away.


	In the mirror's reflection he could see Kay's eyes tightly closed as she
savored the wealth of delights gripping her body.  There was no other word to
describe the look on her face other than bliss, a bliss that he shared because he
had brought it about.


	"Now we're even,"  Kay said, turning in his arms as she pulled him down
to kiss him, "but as they say, the night is still young."


	It was indeed, he had to agree,  looking into her eyes and seeing the
fires blazing within.	


			-=-=-=-


	Stepping over to the left side of the king-sized bed, Kay directed Billy
over to the opposite end.  Following her lead, he took hold of the top of the
bedspread and together they pulled it all the way down to the bottom.  Then Kay
climbed on, inviting Billy to join her.  Once he did, she stretched him out on the
center and straddled him, a bended knee resting against each on each side.


	"God, you are beautiful,"  Kay said as she ran her hands across his
chest, comparing the lover beneath her to those that had occasionally shared
her bed.


	Looking at the woman above, Billy had a similar thought, even if he
didn't voice it.  Beauty, he was quickly discovering, was a lot more than the face
you presented to the world.


	"I could just eat you up,"  Kay laughed, adding a single breath later,  "in
fact, I think I will."


	She leaned down and kissed him softly on the lips, then on the center of
his chest before moving left, then right, each time caressing his nipples with the
tip of her tongue.  She repeated that a few more times, demonstrating that a
man's nipples could be every bit as sensitive as a woman's.


	"Feels nice, doesn't it?"  Kay said with a smile as she paused.  "I'm
betting none of those high school girls ever thought to try that."


	Working her way further downward, Kay left a train of warm kisses and
gentle licks until she arrived at her prize.  Her hand closed around his erect cock
as she slowly moved her fingers up and down its length.


	"Oh yes,  that feels good,"  Billy softly moaned.


	"I'm glad you think so,"  Kay replied as the tips of her fingers caressed
his balls,  "but trust me, it's about to get even better."


	With that she brought her mouth to just above his cock and, reaching out
with her tongue, licked the top of it like a little girl with an ice cream cone.
Slowly, ever so deliberately, she ran the tip of her tongue repeatedly against the
underside of his cockhead.  Each slow stroke producing a delight far in excess of
the effort.


	She went on for long, endless minutes, until after taking the head of his
cock inside her mouth for a brief moment, transferred her attentions along the
length of his shaft.  Licking that with the same slow deliberation.


	"Oooooooo,"  Billy groaned.


	Every girl who had ever sucked his cock, and admittedly there hadn't
been that many, had usually done so with speed and abandon.  As if the only
goal had been to bring him to a climax as quickly as possible.  Kay seemed
more concerned about the journey than the destination, an attitude that, Billy
was quickly learning, delivered far more pleasant benefits.


	After another equal span, Kay finally took his cock back into her mouth,
this time keeping it there.  As before, she slowly moved her head up and down,
caressing his cock with her lips and tongue, producing similar if not better
results.  Her fingers, wrapped around the base of his cock, massaged the
sensitive flesh as the upper half of his manhood again disappeared into her
mouth.


	Glancing in the direction of the clock on the night table, Billy
unbelievably noted that, unbelievably, Kay had been sucking his cock for more
than a quarter hour.  His disbelief centering on the fact that he normally couldn't
last even ten minutes without climaxing.  It would only be on reflection much
later that he would realize that experience had taught the older woman when to
slow her efforts in order to prevent just that.


	A small sense of disappointment filled him as he felt his cock slip out of
her mouth and not return.  That regret was tempered by the thought that it would
be replaced by something equally wondrous.  As to what that might be, well, he
didn't have to wait long to find out.


	Kay moved back up his body, brushing her breasts first against his cock,
then the smooth flesh of his chest.  She paused as they became level with his
face, lowering herself as she invited him to taste her bounty.


	Billy responded eagerly, closing his mouth around the nipple of her left
breast, pulling it as far within as he could.  Kay let out a soft sigh as she felt his
tongue caress her nipple, an exclamation of joy that grew in volume as he
moved to her other mound.  Excited fingers squeezed her flesh as he suckled
like a newborn babe.  Thankfully, the thought that his best friend had done just
that at these very breasts never entered his mind.


	Kay let Billy enjoy himself a bit longer, then lifted herself back up and
backward, the cheeks of her ass again coming to rest on his cock.  She rubbed
them back and forth against it a few times, restoring any hardness that might
have been lost over the last few minutes.


	She lifted herself once more, this time reaching back to take hold of his
cock, positioning it at the entrance of her pussy.  Bringing herself back down,
she effortlessly took Billy all the way inside her.


	'Fuck!'  Billy thought but managed not to say, as he felt her tight wetness
wrap itself around him.


	He couldn't believe how tight she was, having been sure that a woman
her age, especially one who had been married and had a baby, would somehow
feel different.  If there was a difference between Kay and the other girls he'd
been with, it was too small for him to notice or even care about.


	Slowly at first, Kay moved her body back and forth, sliding his cock in
and out of her.  Then she quickened her pace, pulling him further inside with
predictable results.  Billy quickly responded, moving his hands to her waist and
adding the motions of his body to her own.  In a very short time, they'd worked
out a matching rhythm.


	As Kay rode his cock, Billy moved a hand to her now heaving breasts,
squeezing them softly at first, but then more tightly as Kay closed one of her own
hands around his and encouraged him to do so.


	The tempo of their joining quickened as Kay pressed both hands against
the mattress to support herself, while Billy, in response, moved his hands to her
shoulders.  Back and forth they rocked, labored breaths spilling from each.


	With Billy's hands now around her waist, Kay lifted herself upright,
sliding up and down his cock as her hands massaged her mounds.  Then she
stretched them forward and downward once more, timing her body to receive
Billy's excited thrusts.


	As she had done with her mouth only a short time before. Kay varied the
speed of her efforts to keep the young man inside her from climaxing too
quickly.  At one point she lifted herself off him totally, spinning around and then
quickly climbing back on.  Arching backward, even as she gyrated back and
forth, she encouraged Billy to take hold of her breasts and massage them once
more.  A task he took on with renewed enthusiasm.


	On they went until even Kay knew there were limits to how long she
could delay the inevitable.  Glancing over her shoulder, she told Billy that she
wanted him to change positions and fuck her from behind.  Her tone made it
seem more a demand than a request, but whichever it was, Billy responded to it
with fervor.


	By the time she'd rolled off him and gotten down on all fours,  Billy
already had his cock pressed against her pussy and with the slightest of efforts
was again inside of her.  Holding her tightly by the hips, he slammed his body
against hers again and again.


	"Oh yeah, baby,"  Kay called back to him as she buried her head against
the pillow in front of her,  "fuck me with that big, beautiful cock.  Give it to me as
hard as you can."


	And he did, harder than he'd ever given Debbie, Carolyn, or even Kelly.
For the first time in his life, he felt like he was fucking a real woman.  Harder,
faster, he pulled her body against his as he pressed his cock as deep as possible
- and even then he wanted to give her more.  The mental dam in his head was
about to burst with ferocious energy, and he wanted her to enjoy every second of
it.


	He suddenly felt Kay's body tighten against him, in a manner he'd never
experienced before.  It took him a moment to realize that she was climaxing, a
cry of absolute pleasure filling the air.  His own body began to respond in turn as
a preconditioned reflex took hold.


	"I'm gonna…"  Billy tried to warn but lost the words as he felt his body
explode with such force that it made him dizzy.


	But he managed to hold on tight, holding her against him as he filled her
with the fruits of their labors.  Only when they were both filled with delightful
exhaustion did they collapse together into the mattress - his cock still buried
inside her.


			-=-=-=-


	Slipping out of bed as stealthily as he could, Billy glanced around for his
clothes before remembering that they were still down in the washing machine.
Since they never had the chance to toss them in the dryer, they would still be too
wet to wear.  His mind racing, he decided the best thing to do was head back to
Tommy's room and see if he could find a pair of sweats he could borrow.


	Carefully walking across the hardwood floor, he'd almost made it to the
door when a voice from behind stopped him in his tracks.


	"You know, it's considered rather impolite to spend the night with a lady
and then sneak out in the morning before she wakes up,"  Kay said.    	


	Billy turned around to find the redhead sitting up in bed, the sheet now
down around her waist, her exposed breasts confidently displayed.  It took a
moment for him to pull his eyes off them, but when he did and opened his mouth
to say something, he drew a total blank as to what that should be.


	"Not that I'm not enjoying the view,"  Kay went on as she swung her feet
out of bed and onto the floor,  "but if you are looking for something to put on,
you'll find a man's robe in the closet over there.  I'm pretty sure it should fit."


	Opening the door to the closest, which was only a few feet away, Billy
saw a slightly larger version of the terrycloth bathrobe he had seen Kay wear on
numerous occasions.  As he took it out and put it on, he noticed it was practically
brand new.  Evidently, like the advisory she had once given Tommy about
strange men in the hall, the robe was part of a just in case scenario.


	After watching Billy put the robe on, Kay glanced down at her own
nakedness and although she was far more comfortable with it that her guest
appeared to be, decided she should cover up as well.  Strolling over to the chair
where her own robe was draped over the back, she put it on.


	"You don't know what to say, do you?"  she asked, tying the sash around
her waist.


	"No, not really,"  Billy admitted.  "I've never been in this sort of situation
before."


	"Waking up in bed with a woman, or waking up next to a friend's mom?"
Kay said, a bit of humor in her tone as she tried to lighten the moment.


	'The first part,"  Billy replied, not really seeing the humor.


	"Well, I would think what to say would depend a great deal on how you
view what happened last night,"  Kay offered, slipping quite easily into the
familiar tone she used around the kitchen table.  "For instance, if you think that
you took advantage of a vulnerable old lady and forever destroyed your
friendship with her son, well then, you probably have some serious apologizing
to do."


	The look on Billy's face told her that was exactly how he viewed the
situation.


	"But, on the other hand,"  she continued, her tone becoming much
lighter,   "if you see it as having spent the night bringing pleasure to a maybe not
so old woman, one who definitely needed it, I might add, well then, I think we
could take it as the pleasant memory that it deserves to be and just move on."


	Kay paused to let him see the value of the second choice, hopeful that
he didn't insist on sticking with the first and the complications that went with it.


	"I guess the second one does sound a lot better,"  Billy said, relief
evident in his voice.  "But what would I say to Tommy?"


	"Why would you have to say anything to Tommy?"  Kay asked with a
broad smile.  "Quite frankly, I don't see how it's any of his business who I sleep
with, do you?"


	Billy thought about that for a long moment, then decided that was
something he could indeed live with.  The change in expression on his face said
more than words might have.


	"I guess not,"  he replied.


	"Well, now that we have that silliness out of the way,"  Kay said, pleased
with his reaction, "what say we deal with something more important.  I don't
know about you, but I'm famished.  What do you say to some pancakes or
waffles, or better yet, how about I whip up a couple of those western omelets I
know you love so much?"


	"That would be great,"  Billy said, realizing that he was also hungry.


	Being closer, Billy was first out the door, with Kay close behind him.


	"And then,"  Kay said in what Billy had learned to recognize as her
mischievous tone,  "we'll see what we can do to make the morning interesting."


	'What?'  Billy thought, snapping his head around to find Kay laughing.


END


 (c) Ann Douglas 2014

   
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