My Best Friend's Son

"I've got two weeks vacation comin' so I thought I'd come visit you for a few days," I told Amy when I called her. Amy is my best friend, we've known each other since high school. We don't get to visit with each other that much, she lives in the thumb area of Michigan and I live in a suburb of Detroit.

"Sure, Michelle. C'mon up! We'd love to see you!" she told me. "Rob was askin' about you the other day, how weird is that?" She's the only one besides my mother who can get away with calling me Michelle, I preferred most people to call me Shell.

"You sure I won't be putting a damper on any plans you might have?"

"Nope. We've got absolutely nothing going on this week, 'cept work," she said happily.

Amy and I have always been told we look like sisters. We both have collar length dark brown hair, but she has blue eyes, I have brown. We're the same height, too -- five seven. Oh yeah, she wears glasses, I wear contacts. Her husband Rob hates when we get together because we can have a conversation without speaking in complete sentences. We told him he would know if we were talking about him, we'd just point and giggle. They have one son, Billy who's going to college right now. I haven't seen Amy and Rob in about a year, but it's been about three years since I've seen Billy. He just turned 19 last month.

"I can be there in a few hours, is that cool?"

"That's perfect! Oh, by the way, Billy's comin' home tomorrow, too. He'll be so happy to see you!"

"What's he comin' home for?" I asked. "I mean, not that I don't wanna see him, it's just not a holiday or anything."

"He doesn't have any classes right now, something about split courses, split semesters, I dunno. It's something new the college is trying. He's got a few days off so he called and said he was comin' home for a visit."

"Will you have enough room with Billy and I both there?" I asked.

"Sure! He's gonna sleep in his old room in the basement. Now get to packin' and get your butt up here!"

"Okay, okay. I'll see you in a few hours," I said and hung up the phone.

My husband, Martin and I have been separated for about six months now. He says he wants to work things out, but he's not making any effort. Last I knew he was shacked up with some woman he works with. He's got an apartment a couple blocks over from where I am now -- still in our house -- and we see each other around all the time. It's been over a year since the last time we had physical contact.

We parted amicably, we just agreed that things weren't working out between us. We got married too young for starters. He wanted a house full of kids, I don't want kids. He likes goin' out with the boys, but he gets insanely jealous if I go out with the girls. Little things like that just caused our marriage to fall to pieces so we agreed we'd be better off apart. Amy and Rob stood up at our wedding, we stood up at theirs, but Amy always told me there was something off -- her word not mine -- about my relationship with Martin. She never prodded me into anything, though. She was always supportive, even though she and Martin didn't get along all that well.

It's about a two hour drive up to Amy's so I brought my mp3 player and some CDs. I was just in the middle of one of my favorite songs when I rounded the corner onto Amy's street. I pulled up into the driveway and Buck, their Irish Setter, came flying off the porch, barking and wagging his tail to greet me.

"Hi Buck. Yes, I'm happy to see you too. Will you let me get outta the car, please?"

"BUCK! GET!" Rob shouted as he came out of the house to greet me.

"Good to see you, Shell."

"Good to see you too, Rob."

"That old beater's still runnin' huh?" he asked, grinning while looking over my shoulder at my old rust bucket of a car.

I slapped his arm, "It gets me where I need to go. Sure it looks like hell, but it runs. Isn't that what matters?"

He just laughed and took my suitcase from me as we walked toward the house. Amy greeted us at the door and we hugged for what seemed like an eternity. "God, I've missed you!" she said. Rob took my suitcase to the spare room while Amy headed toward the kitchen.

"I missed you too. We gotta make it a habit to get together more often."

"Hungry?" she asked.

"Yep!"

"Rob's cooking some 'dogs on the grill. You want a beer?"

"Sound's great!" I said, following her into the kitchen and sitting down at the table.

"Billy called. He said he's comin' in tonight instead of tomorrow. I told him I had a surprise for him when he gets here."

"Cool! I haven't seen Billy in a few years, how's he doin'?"

"He's doin' pretty good. He's on the soccer team and he's joined a fraternity."

"A frat? Really?"

"Yeah. I dunno what frat -- he told me, I just don't remember. He said he had to dress up as a woman for an entire day as his initiation."

"Oh, I bet that was a laugh!"

"He actually looked pretty good as a woman!" Rob chimed in as he walked back into the kitchen. "Dinner's ready!" He set the plate of hot dogs down on the table and crossed the kitchen to grab himself a beer from the refrigerator.

We ate and talked, catching each other up on what's been going on in our lives over the last year. I had a few more beers and was feeling a bit light headed when we walked into the living room to watch TV. I tripped right over Buck and landed on the couch.

"Tada!" I said as I sat upright. Amy and Rob just stood there laughing. "I meant to do that," I added with a giggle of my own. We heard a voice call into the house from the front door.

"Anybody home?" Billy asked as he walked in.

He stood about six feet tall with short brown hair and brown eyes. He was the spittin' image of his dad, just younger. Last time I remember seeing Billy, he was this skinny, lanky kid with braces and glasses. I watched Billy grow up, I changed his diapers, I even baby sat once in a while so Amy and Rob could get some time alone when he was a kid. This is not the Billy that I remember. The Billy that stood in front of me was a completely different person.

He hugged his parents before he walked over to me. "Oh my God! I thought that was your car outside!" he said as he pulled me to my feet to give me a hug. "When did you get here?"

"A couple hours ago," I said, hugging him back. Who was this man that was hugging me and why the hell was I suddenly feeling enormously aroused? I wondered.

"How long are you staying?" he asked, breaking our embrace and sitting down on the couch.

"A few days. I'm on vacation so I thought I'd come visit your mom."

Amy's phone rang and she went into the kitchen to answer it. Billy and I talked for a few minutes and I noticed him scoot in closer to me, our legs were touching. He told me about his initiation into the frat, pulled out a picture and made promise not to laugh as he held it to his chest. It was a picture of him completely decked out as a woman, eating a cheeseburger at McDonald's. I laughed anyway, even though I promised not to. Rob was right, he looked pretty good as a woman, but sitting here next to me right now, he looked even better as a young man.

Amy came back into the living room with a sad look on her face. "What's wrong?" I asked as I got up and walked over to her.

"That was Rob's sister on the phone. Your mom fell down the stairs and broke her hip," she said to Rob with tears in her eyes.

"Oh no! That's terrible!" I pulled them both into a hug.

"Your sister has to go out of town for a couple days and there's no one to take care of your mom," she said to Rob. "She asked us if we could go up there and cover for her 'til she got back."

"Absolutely!" Rob said. "We can leave tonight!"

Amy turned to me and said, "You don't mind, do you? We should only be gone a couple days."

"Don't be silly, I can go home. We can visit another time," I told her, getting up from the couch and heading to the spare room.

"Wait. Where are you going?" Billy asked.

"I came to visit your mom and dad, Billy. They've gotta go take care of your grandmother. We can visit some other time."

"Why don't you stay?" he asked. "We've got a lot of catching up to do."

Amy chimed in, "Yeah. Like I said, we should only be gone a couple days. Why don't you just stick around?"

"Okay. I guess I can," I said and I turned to Billy. "You sure you won't be uncomfortable with me here without your parents?"

"It's not like we've never been alone together, Shell. You used to babysit me, remember?"

"Yeah, but that was a long time ago. You're a young man now, you don't need your mother's best friend hangin' around crampin' your style."

"Nonsense! I bet I can still kick your butt at UNO!"

"You're on!" I told him while still wondering why all of a sudden I was hornier than I'd ever been in my life. Well, I knew why. Billy was hot! Sure, he's my best friend's kid and 20 years younger than me, but damn, he's got me pretty worked up!

Amy and Rob headed into their room to pack, Billy headed to the basement. I just sat there on the couch watching him walking away. What a gorgeous body he had. I could see his back muscles rippling through his shirt and his ass -- that ass -- no words are available to describe it. He must have women falling at his feet. I felt another twinge of desire as I watched him walk away.

I went into the kitchen for another beer after Billy was out of sight. I felt myself breathing deeply, thinking about what I had just saw. He's your best friend's son and he's half your age! What the hell are you thinking? I thought.

The door to the basement was open and I heard Billy talking to someone. I knew his parents were up here in their room, so he must have been on the phone. I walked to the door to listen.

"Man, I gotta tell ya Joe, my mom's best friend is visiting for a few days," he said to the person on the other end. "I used to dream about her when I was younger." I took a step back thinking I shouldn't be listening, then stepped forward again, curious to know where this conversation was leading.

"I don't know. I think her and my mom are the same age."

"Well, you've seen pictures of my mom. Imagine her ten times better," he told Joe. "Not that my mom isn't beautiful, but this woman was every teenage boy's wet dream when I was younger." I blushed listening to him talk about me like that. I wanted to walk away, but I just couldn't. I continued listening.

"We're going to be alone together for a couple days. My mom and dad had to go take care of my grandma. Looks like me and my right hand man are gonna get pretty close this week.

I backed away from the door and headed back to the living room to sit down. Did I really just hear Billy talking about me like that? Maybe he knew I was listening and was just playing around. Amy and Rob came out of their bedroom, each with a suitcase in hand.

"You sure you're OK with me staying?" I asked.

"Sure. You and Billy can catch up and we can catch up when we get back. It'll be fine."

I walked them out to their car then headed back into the house. I went directly into the spare room, closed the door, locked it and sat down on the bed. I could still hear Billy talking downstairs, but I couldn't hear what he was saying. My pussy was wet just thinking about what he had said earlier, I reached down my pants and rubbed my clit, feeling it tingle with every soft rub. I had a quick but powerful orgasm then went to the bathroom to clean up. I walked back into the room and changed into my pajamas -- well, what I used as pajamas, just an old pair of shorts and a t-shirt -- then headed back into the living room.

I grabbed the TV remote and flipped through the channels. Nothing appealed to me so I got up and looked through their movies. I found a movie that I liked and popped it into the DVD player. I pulled the afghan on the couch over me and fell asleep about halfway through the movie.

It was dark in the house by the time I woke up, just the moonlight shining in through the windows and the glow from the TV. I felt around for the remote and turned off the TV. I heard a noise coming from the bathroom so I got up and walked in that direction.

"Ah, ah, ah, ah, ah, ah, aaaaaaahhhhh," I heard through the closed door, then silence. It was Billy. I turned and quickly walked to the spare room. The floor creaked just as I entered the room. After I closed the door, I just stood there, not making a sound.

"Shell?" I heard Billy nervously call out from the bathroom. I didn't respsond. "Musta been Buck," he said after a long silence. I stood there frozen for what seemed like eternity, then I heard the water running and the bathroom door open then another creak in the floor as Billy walked back downstairs. I let out my breath, took a few steps and sat down on my bed, staring straight ahead in the dark. My pussy was drenched because of what I just heard. I fingered myself to orgasm and fell asleep.

The next morning I came out to the kitchen and Billy was already up, sitting at the table, reading the newspaper. He didn't make eye contact with me as I crossed the kitchen to get a cup of coffee.

"G'morning," I said, pulling the paper down from in front of him.

"Oh. Hi, Shell," he said nervously, glancing at me briefly then looking back at the newspaper.

"How'd you sleep last night?"

"Pretty good, surprisingly. That matress is probably older than I am."

I saw a deck of UNO cards sitting on the counter next to the coffee maker, grabbed them, walked to the table and sat down next to Billy. "Up for a game?" I asked, waving the deck in front of him.

"Not right now," he said, still sounding nervous. He looked up at me, smiled softly, then blushed.

"What's wrong?"

"Nothing. I'm just still a little sleepy. I wanna be alert when we play so I can kick your butt."

"You sure that's all it is?" I asked him, taking his chin in my hand, turning him to look at me.

"You heard me in the bathroom last night, didn't you?" he asked, breaking eye contact with me.

I looked down at his waist, my eyes tracing the outline of his burgeoning erection through his boxer shorts. I felt that same twinge of desire again as I watched him shift nervously in his chair, trying to hide his growing shaft from my view.

"Yes. I did."

"Oh great!"

"I heard you on the phone yesterday, too. You were telling your friend Joe about how you used to dream about me when you were younger."

"Shell, I'm sorry. I shouldn't have been talking like that. I didn't mean to offend you -- "

"Billy, I wasn't offended. Believe me, I was far from it," I said. "Actually, I was quite aroused by what you said."

"This is so wrong. You're my mom's best friend. You babysat me. I shouldn't be thinking about you this way."

"I shouldn't be thinking about you that way, either, but I am," I said, breaking eye contact with him. "But what your mom doesn't know, won't hurt her, right?"

Billy got up, holding the newspaper in front of his crotch, turned and walked into the living room. I followed him. He sat down on the couch, still holding the paper in front of him and looked down at the floor. I sat down in the chair across from him.

"We've got ourselves a bit of a problem here."

"Yeah," he replied quietly.

"Look, Billy. I know what you were doing in the bathroom last night and I know why. It got me really turned on and I've spent most of last night and this morning convincing myself that we shouldn't be feeling this way toward each other, but it's not working. When I saw you walk in here yesterday, it took every ounce of energy I had not to just throw you down right there in front of your parents and fuck you senseless," I told him as I got up, walked over to the couch and sat down next to him.

"Oh my God, Shell. I was feeling exactly the same way. But I know it's wrong on so many levels to be thinking about my mom's best friend like that."

I put my hand on his leg and he scooted away from me. "We shouldn't even be thinking about this. I -- I've --- I -- " he stammered.

"What, Billy? What are you trying to say?"

"I'm still a virgin!" he blurted out.

"You're kidding, right?"

"No. I'm not kidding. I've never been with a woman."

"A hot young guy like you? You must have hundreds of women just falling at your feet," I said.

"I do, but I've never slept with any of them," he said nervously. "I'm just waiting for the right woman."

"I think that's very cool!" I said, getting up from the couch and walking back to the chair.

"You do?" he asked.

"Yes. I do. Most men are so anxious to do the deed these days, it's refreshing to hear a guy your age saying you want to wait for the right woman. I think it's very noble."

I wasn't lying, I did think it was noble. But him telling me he was a virgin just made me want him more. I respected that he wanted to wait, though. After what he said next, someone could have knocked me over with a feather.

"I want you to be the right woman, Shell." He looked up at me and our eyes locked, I could see the lust in his eyes, reflected back from my own.

"Me?"

"Yes. The reason I haven't been with a woman is because I wanted you to be my first time."

"I -- I don't know what to say, Billy," I said, breaking eye contact with him.

"You said you were turned on hearing me last night. I do that every night while I'm thinking of you. I'm tired of doing that, I want the real thing."

"Oh God, this is so wrong. I think I should go home."

"I thought you said you wanted this?" he asked, sounding disappointed.

"I do want this Billy. I want this more than you could possibly imagine. I haven't been with a man in over a year. I get horny when the wind blows these days," I told him, we both chuckled. "But you're my best friend's son. I couldn't -- "I trailed off, breaking eye contact with him once more.

"Can't we just forget for one day that you're my mom's best friend?" he asked. "You need to get laid, I need to get laid. Works out well for both of us."

"We can't do this!" I said, finally realizing what a mistake it would be to bed my best friend's son.

"Will you just let your guard down for a little while? You know you want this. So do I."

He reached out his hand to me and I took it while he helped me to my feet. My robe fell open, showing my erect nipples pressing against my t-shirt. Billy just stood there, holding my hand, looking me all up and down before he turned and led me to the basement. As we approached his bed, he stopped, turned to me and pulled me into him. I could feel his rigid shaft between us as he took my face gently in his hands and pulled me in for a slow, lingering kiss. I felt his tongue press gently against my lips. I parted my lips and let his tongue probe into my mouth while mine probed into his.

We fell to the bed kissing, my hands finding the waistband of his boxers and sliding underneath to caress his ass. He turned me over onto my back, slowly running his hands down my body, under the waistband of my shorts and gently rubbing the lips of my drenched pussy.

I pulled his shirt over his head and threw it across the room. He pulled my shirt up, gently nibbling and sucking each nipple as he pulled my shirt up over my head and threw it in the same direction. He got to his feet and fumbled with his boxers to get them off. I put my hands on his, helping him gently pull them down around his hips to his knees, then to his ankles. He stepped out of them, leaving his rock hard shaft pointing right at me.

I took one hand and began slowly stroking his erect cock while the other hand found his balls and caressed them gently. He let out a soft moan and moved in closer to me. I kissed the throbbing head of his penis and heard him let out a gasp. I looked up at him, he had his eyes closed and his hands resting gently on my shoulders.

"Are you sure you want this?" I asked. He nodded.