The school I taught at, was out for Christmas vacation. My husband Ted was gone to work, leaving me alone for the day. I laid in bed thinking of the things I had done this past year. I had exposed myself to my former student and neighbor Billy, I had had sex with a peeping real estate agent, and allowed two old men to have me strip in their living room and let them abuse my breasts. What was wrong with me? Was I experiencing some sort of pre-midlife crisis? Maybe it was those thirty something hormones that some women have, that makes them go sexually crazy. I thought about getting myself off again to my naughty filthy thoughts, but I maintained some self control and decided to get out of bed.

Going to the kitchen, I turned on the overhead light. It was just after 7 am and the sun was just starting to rise. I looked out the back window toward Billy's house and could see some of their lights were on too.

I sat at the kitchen bar in my robe, sipping coffee and looking through the Christmas sales ads in the paper. I needed to get out of the house and really needed to finish my shopping for both mine and Ted's sides of our families.

There was a light knock on the back door. I was slightly irritated as I thought it was way too early for company. I pulled my robe tighter around me and opened the back door. There stood Billy with an unsure and sheepish grin on his face.

"Good morning, I hope I'm not bothering you. I saw your light on and I couldn't wait to come see you while I was home." Billy explained.

"It's ok, so good to see you too. I guess you are home for Christmas huh?" I smiled at him.

"Yeah, I got home last night. I finished earlier in the week but have been doing some peer counseling at college, for the ones that are struggling with grades, so I had to stay until just the other day."

I could feel the December wind blowing up my robe. I only had on my panties under it and I could feel goosebumps on my skin. My nipples were also reacting to the cold air.

"Billy you want to come in and have some coffee with me." I invited to him.

Billy came inside and sat at the table. I caught him glance toward my chest and no doubt he noticed my nipples poking out through the robe. He filled me in on his entire semester and repeatedly thanked me for helping tutor him. He told me it was what inspired him to become a peer counselor. I thought to myself that it inspired more than that for him too, thinking back to the day he watched me at the pool.

He seemed older somehow, more mature since he left. It was like he had broke free of the small town mindset and had found his footing in the real world. He had filled out too, but not in the "freshman fifteen" that so many college kids get. His shoulders were broader and his face seemed more chiseled. Before I knew what I was even saying, I invited Billy to go Christmas shopping with me. The mall and shopping center I was going to was about an hour and a half drive from here. Without any hesitation, Billy gladly accepted my offer. His parents were both at work and he said it would be nice to just talk to somebody and hangout for the day.

We agreed to leave around 9am and that I would drive. I told Billy that I needed to clean up and get ready first, and he agreed he had to do the same.

"So I'll go home and grab a shower and be back here at 9 o'clock alright?"

"Sounds good. I'll see you then." I answered, almost schoolgirl giddily.

What was I doing? What if someone saw us together at the mall? I told myself that this was innocent, and that if I acted like I was doing something wrong, that it would just make it look suspicious. Billy was my the son of our neighbors, a former student, and now a grown-up. We did not need approval or permission to just hang out and go shopping. I made this my mindset.

I went upstairs and showered. When I finished drying off, I fixed my hair in the bathroom. I walked back into my bedroom wrapped in a towel, to get my bra and panties. Just as I turned to go back to the bathroom, I noticed Billy's bedroom light was on. His room was on the second level of his house too. I could not see him, but I could see most of his bed and part of his dresser. I could have closed my curtains but decided to leave them open.

I went back to my bathroom and finished fixing my hair and makeup. I slipped on my panties and bra. I had picked a bra that would really lift my breasts and I knew they looked alluring in the sweater I was planning to wear. With nothing on but my underwear, I walked back into my bedroom with the curtains still open. If Billy were looking out, he would see me, and somehow not knowing if he would, and the possibility of it gave me a huge rush.

I looked out and was stunned at what I saw. There stood Billy in his bedroom, with his towel wrapped around his waist. He was in front of his mirror putting on his deodorant. His hair looked like it was still wet. I looked his torso over and realized just how much he had changed since he left for college. His torso was lean and very defined. He was not built like a body builder, in fact he would still be considered thin by most. He had defined muscles and if there was any fat on him, I could not see it. He had the body of a swimmer or basketball player.

I caught myself in the act of looking at this young man, violating his privacy and feeling very inappropriate thoughts. However, I did not move from where I was and continued watching him. Billy opened a drawer and pulled out a pair of underwear, men's underwear, this was not a boy but a young man. I waited with anticipation and then he did it. Billy pulled off his towel and there he was fully exposed to me now.

His cock looked semi-hard and was bigger than I expected. He continued facing the window as he dried his hair more with the towel. His dick swung side to side and I could tell he had groomed his groin. His balls were hanging low, no doubt from the hot shower he had just took. His entire package was an unexpected treat and I just stood there in my bra and panties taking in Billy's nude body. I became aware that my right hand had moved to the side of my own panties and was pressing against the outside of the thin material. I stopped when I noticed that it was getting close to 9 o'clock. I finished getting dressed and made my way downstairs.

Billy arrived promptly at 9 sharp and we left for our drive to the mall. We laughed and talked about all kinds of things that I never could have imagined. Billy liked the same type music and interests that I had. In many ways, he seemed to have taken up so many things that I liked, I knew I had influenced him a lot. When we started talking about girls he had met at school, he explained that they all seemed so immature to him. He decided to wait until someone came along that knew had real potential, before he got too serious with anyone.

"I would really like to find someone that was a lot like you. I mean, you are sort of what imagine a perfect woman should be like."

"Billy that is very flattering but sometimes girls have to grow up just like guys do. What if you're overlooking someone that has the potential to be exactly what you want?"

"I have high standards and I am not ready to budge off them just yet. You are perfect Ellie and I won't settle for less."

"I am not perfect Billy. Just ask Ted. He would sometimes rather golf than spend time with me."

The car ride got a little quiet for a minute. Billy sat and stared out the passenger window. Then he spoke up again.

"I saw you, you know?" he said.

"What? What do you mean?" I asked, thinking about the show I had put on for him in the summer.

"This morning, you were watching me. I saw you looking in my window."

"Billy I am sorry, I was a little shocked that you didn't have your curtains closed young man." I tried to sound like a teacher again.

"I knew you were looking. I didn't mind. I want to ask something but don't want to upset you." Billy seemed confident but cautious.

"Ok, What?"

"Do you think that I should settle for just any girl? I mean, not to brag but we both know I am smart and I am going to try my best to be successful. I don't want to be with somebody that doesn't appreciate me or uses me."

"I don't think you should either Billy, but there are good girls out there."

"What did you think of me physically?" he asked.

"Billy I don't think I can answer that. It's not important what I think anyway."

"It is to me. I guess I look to you in some ways for approval, not like I would my parents, but as somebody I admire and value their opinion. I really want to know, I won't tell anybody. This stays between us."

"You have a very nice build Billy. Some girl will be lucky to have you."

"Can I ask something specific?"

"Yes."

"What did you think of my....you know...?"

"Are you asking me to judge your penis Billy?"

"Yeah, I guess I kinda am. I hope you don't mind and I really want to know."

"It looked fine. You have nothing to worry about." I answered dryly but could feel the sexual tension in the air.

"I thought it was only fair this morning." he said.

"What do you mean?"

"I saw you too." he replied.

"I was in my underwear and did not know you could even see me." I said, knowing that he very well could have seen me.

"I meant earlier this year. You were out at your pool and you seemed to be enjoying yourself." Billy said matter-of-fact.

"What?!!! You were watching me by the pool? What day, What did you see?" I had to lie and act as if I had no idea he was there.

"I saw all of you and watched you touching yourself. I am sorry for spying but that was the most amazing thing I have ever seen in my life. You are, like I said before, perfect."

I sat quietly for a bit, my eyes straight ahead on the road. I could see Billy out of the corner of my eye waiting for some type of response to all this.

"Billy, ok, let me just say this....I am human and I have the same type needs and stuff as everybody else. I am not perfect and I should obviously be more careful. I hope you don't think I am something I am not. I am just a woman. I want to be your friend and us continue to be good neighbors. I don't want things to be awkward between us or your parents, or your family and Ted. You and I have now seen each other naked. Ok. Other people have all the same parts that you and I do. We will learn to close our curtains and to do alone time, alone. Is this understood?"

"Yes Ma'am. I do have one question though."

"What is it?" I asked.

"Will we have the chance for extra credit on any of this?" he joked, calling back to my role as his former teacher.

I sat there for just a second before we both giggled and then laughed.

"I want to add something to what I told you earlier." Billy said, "You told me that you weren't perfect and I will have to disagree with that. Since you won't accept me telling you that, just let me say, you may not be perfect but your tits certainly are!"

"BILLY!" I yelled through an embarrassed grin.

"They are, and I don't care what you say and you may be a teacher but if you disagree then you are simply wrong." he added smugly.

"Well thank you. I will just have to accept your opinion."

"Opinion nothing, they are. The shape, size, the nipples....they don't get any better than yours."

I let his comment hang in the air as we turned off the exit where the mall was located. I did not argue, complain, or offer any other negativity about what he had said. We parked and got out. Standing at the back of the car we looked at each other.

"I want you to behave yourself in here." I playfully told him.

"I will do whatever you tell me to." Billy answered with much innuendo in the tone.

I thought to myself, "We'll just have to see about that." as we walked toward the entrance to the mall.

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