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excited her. She'd been planning on brushing her hair, then propping up on the bed to watch TV on the set in her room for a while, sip at a few drinks, read a swinger magazine or two, and get herself in the mood for love-Jim's love.

From past experience she knew that he usually came home from his lodge meetings with a big hard-on, a little tipsy and raring for a fuck.

She smiled at Bob. He was such a handsome boy. So like his dad. Just as tall. The same handsome face. He was a chip off the old block. A very handsome chip, and at the moment, a very embarrassed one. She smiled to ~a1lay his embarrassment, turned around on the vanity stool to face him, and casually began brushing her hair again.

"Something I can do for you, Bob?" Her voice was soft and low.

Bob gulped. The rear view he'd been getting of her and the reflection of her in the vanity mirror had been awe-inspiring. Now, with her turned around and facing him, his eyes bugged and his mind boggled. God, she was beautiful. And so voluptuous. She had her thighs pressed together. The tiny garment barely covered her snatch. He could almost see her cunt hairs through the filmy cloth. He got a good view of the wide expanse of her lovely, creamy, pinkish-white thighs and legs.

"Something you can do for me?" he repeated the words inanely. He could feel his prick bouncing hard against the shorts he had on. His bone-hard cock was pushing the cloth outward, causing a tent-like appearance in his crotch area. He squirmed around, trying to hide the bulge.

If she noticed his hard-on, she gave no sign of it. She continued to smile and brush her hair and act nonchalant.

"I mean," she said, "you're here. You want to talk about something?"

He edged to his feet, heart pounding, face flushed. He began losing his nerve. He knew now he shouldn't have come here in the first place. Damn that Karen!

"I… did want to talk with you, Alice," he mumbled, tearing his glance from her loveliness, "but it can wait. I didn't know you'd be getting ready for bed. I can come back some other time.". He eased toward the partially opened bedroom door.

"No!" Alice's voice was sharp. She motioned for him to come back. To sit on the bed again.

Dazedly he did.

"It's all right, Bob. You can sit there. We'll talk. I wasn't really getting ready for bed. I just had a bath. I was going to watch TV and read for a while. I have plenty of time to talk with you. Now, tell me what it's all about." She smiled reassuringly while continuing to brush her hair to cover her own embarrassment.

"It's about girls!" he blurted.

"Girls!" She laughed. "Now that's a subject on which I should be an expert. I'm one myself as you can plainly see." She impishly thrust out her titties.

"It's about one girl in particular," explained Bob. The shack of seeing his stepmother practically nude was beginning to wear off. He had been rehearsing what to say ever since Karen had conned him into this stupid deal.

"Oh? She's special?"

"Yep. I have a date with her Saturday night."

"So?"

"She's older than.me," explained Bob haltingly, trying to remember the stow he'd dreamed up to tell Alice. "She's almost eighteen. She's a senior. She's a pretty blonde-just like you." The words tumbled forth more easily now that the shock of seeing all her nudity was receding. He warmed up to his task.

"So what if she's older?" Alice frowned. Her big, baby-blue eyes grew wide. Her pretty face flushed at the compliment.

"She's quite experienced, too. The -word's around that she knows all about

sex." He stared deep into Alice's eyes. "I'm kinda scared-I mean her knowing so much, and me being so young."

"From what I've heard" Alice said, chuckling knowingly, "you're quite a knowledgeable guy yourself, Bob. About girls, I mean."

He shook his head. 'That's the problem, Alice. I'm not. Despite what you've heard, and despite my bragging about it, I don't know a darned thing about girls. Only what I read in the biology books!" he blurted.

"I'll be darned." Alice suppressed a smile. It just

went to show how wrong a person could be. She had him pegged all wrong. If any boy would be an expert on girls, and know all about them in and out, she would've judged that boy to be her stepson, Bob. "You mean you're a virgin as far as girls are concerned?"

"A virgin?" He frowned.

"Wrong word!" She chuckled. "What I mean, Bob, is-didn't you ever have a sexual experience with a girl?"

He blushed. "Hell no! I've never even kissed a girl!" he lied with a straight face.

"Hmmm." She was shocked. "Why are you telling me all this?"

Again he hopped to his feet. "I guess I shouldn't have come to you, Alice." His voice was filled with apology. "I was thinking of talking things over with Dad. But every time I tried to get around to the subject, I'd get so embarrassed. I couldn't talk to him. He'd think I was stupid. I… I just didn't feel comfortable trying to talk about sex with him!"

"I see." Alice pursed her 11ps. "But why me?"

"You're my mother! My stepmother. You're a girl. A married woman. I thought maybe we could talk about my problem, but I guess it's a mistake, too." He sighed, and again headed toward the door.

"No, wait!" Again she halted his flight. She was flattered that he'd called her his mother. She wanted to help him. She could understand how embarrassed he would be trying to talk about such things with his Dad. "Sit down! We'll talk." She smiled benignly.

He flopped on the bed. "You promise not to tell Dad I came here to talk with you? He'd think I was pretty dumb. I don't want him to think I'm that stupid!"

"I promise. Mum's the word. This little talk will be just between us. Now exactly what is it you want to know about girls?"

He sighed inwardly. She was swallowing his stow hook, line, and sinker. She really believed him.

"I was thinking," he muttered, staring intently at her, "this girl I'm going with Saturday might want me to go the limit with her."

"And?"

"Well, gee, I wouldn't know how to begin. Like I mean, I know girls are different than boys, but I've never actually seen a nude girl in my whole life. Suppose this girl takes her clothes off?" he asked, pretending shock.

"Then you'll know it's time for your next move."

The conversation was intriguing. She found herself staring at the front of his shorts. She noticed the bulge. Her mind raced. Lewd thoughts began to enter her mind. Bob was so handsome. So like his dad.

"That's just it. My next move. The sight of her with no clothes on might shock me too much. I might be too petrified to move. It might cause me to run away from her. Then I'd really be embarrassed. She's just the type who'd blurt it out all over the school. Then my reputation would be ruined."

"I see."

Alice noticed his bulge growing larger. She felt a moistness in her crotch area. She spread her legs a bit to allow air to circulate around her pussy. This movement caused Bob to stare harder and blush more deeply.

"What can I do to help you, dear," she murmured, letting her legs slide apart a bit more.

"The reason I came here,"~ muttered Bob, building up his stow, "is to see if maybe you might-" He broke off and flushed hotly~ "Aw, it's no sense asking you, Alice. You'd tell Dad and he'd get mad at me!"

"If I promise not to say a word, will you at least tell me what you were going to ask me to do?"

"I was going to ask if I could see you naked!" he blurted.

A tight smile crept to her pretty, round face. She'd kind of thought he was leading up to this.

"I mean," added Bob hastily, "you being my stepmother and all. You being so young and pretty. You being a blonde just like the girl I've mentioned. I was thinking maybe if I took a good look at what a nude blonde girl really looks like, I won't be so shocked Saturday night!" He smiled wanly. "You're not mad at me? You won't tell Dad?"

She sucked in a deep breath. "Of course, I'm not mad. I understand the torment you're going through. I was a teen-ager myself a couple years ago. And believe me, I won't tell your dad."