Topanga Matthews had always been fond of her daughter Riley's best friend: Maya. To Topanga, Maya was like her honorary daughter. She loved to encourage Maya to grow in her talents, and let her know she was a beautiful young woman. Maya meanwhile had also always been very fond her best friend's mother: Topanga. To Maya, Topanga was like her honorary second mom. She loved feeling encouraged by her, and enjoyed the kindness she shared. Maya also always secretly found Topanga very attractive. Topanga meanwhile also found Maya in her more recent years very attractive as well. The two women kept these feelings at bay though until one special evening.

One night Maya had stayed over at the Matthews apartment to have a sleepover with Riley. Cory and Auggie were out of town, making this a very peaceful girls' night. Late in the evening, Riley had already fallen asleep. Maya who never could go to bed early, decided to go into the bathroom to do something. Topanga meanwhile always did her best cleaning around the house in the evening. So Topanga upon tidying up her own bedroom, went towards the family bathroom to clean it up. However upon opening the door the bathroom, Topanga saw Maya in just a set of black bra and panties, putting on lipstick in front of the mirror. Maya's eyes instantly widened as she grabbed a towel as she yelled, "Ah!" Topanga turned away as she said, "Oh, I'm sorry Maya."

Maya suddenly calmed down a bit as she said, "Oh. It's just you Mrs. Matthews. Sorry for screaming." Then Topanga said, "No. I'm sorry. I should've knocked. I just didn't think anyone else would be up at this hour. But that being said... Maya, why are you putting on makeup this late?" Maya sighed and then said, "Well... it's just... I'm trying to practice looking more attractive. I never get the chance when I'm at home." A confused looking Topanga then said, "What do you mean?" Maya then looked at herself at the mirror while continuing to talk as she said, "My mom never lets me wear makeup or super revealing outfits. She says I'm too young for that; that looking like that will bring too much unwanted attention my way; which she says I'm too young for. But the thing is she also always tells me to embrace my femininity, to love my body, and not be afraid to show who I really am. But the thing is: how am I supposed to feel comfortable with my body and not be afraid to show it off, if I'm also supposed to not show it off."

Topanga then in a loving manner put her hands on Maya's shoulders and said, "I know Maya. It's hard beginning the journey of being a woman. You're supposed to feel like you're attractive now, but also told you're not supposed to attract anyone to you either." Maya nodded as she said, "Exactly. I know I'm still young, but why can't I start looking and feeling sexy now!? I mean, what: am I supposed to just not look sexy or seductive until I'm 18, and then when I do hit that age: just suddenly be so out of my depth, I don't know what I'm doing?" Then Topanga with a smile on her face said, "Well how about I let you practice looking seductive and sexy tonight. Come on."

Topanga then led Maya to her bedroom and showed Maya all her makeup. Maya sat in front of Topanga's make up mirror and tried all sorts of makeup on with Topanga's assistance. Topanga also helped Maya's hair look just slightly more curly, and also helped rub some lotion on Maya's arms to make her skin look shinier and smoother. Eventually Maya made a big smile and said, "Wow. My face looks amazing Mrs. Matthews." Topanga made a warm smile and said, "I know. But now lets focus on making your whole body look amazing. Go into my closet, and look at what left laying out. It's my special set of underwear I used to wear in high school that I never got rid of." Maya then curiously headed towards the closet as Topanga made a big grin.

Then a minute later, Maya emerged from the closet wearing a matching set of white lacey panties and a bra, along with white stockings that went up to her knees. The panties and bra Maya wore had sewed in pictures of white flowers. However even with the visual of flowers that could be seen, the material was thin, and the outline and vague image of Maya's breasts and vagina could just barely be made out if one focused on her. Maya went over to the mirror and looked at herself as she said, "Wow. I... I look amazing. Thank you Mrs. Matthews. Although, don't you think this outfit is a little too revealing? I mean it leaves almost nothing left to the imagination when you look at me like this." Topanga smiled as she put her hands on Maya's shoulders and said, "That's the point. You're showing how comfortable you are with your body. You look beautiful Maya, and should never feel anything else when you look at your body or when someone you allow sees it like this either."

Maya then continued to look at herself as she said, "I just hope I don't forget how amazing I look tonight. I mean this look is just perfect." Topanga smiled as she got out her phone and said, "Well we could take some pictures to make sure you don't forget." Maya then made a big smile as she said, "Okay!" Maya then sat in a chair and leaned back as Topanga began to take several photos of her. Maya eventually leaned in to show some cleavage, and then sat backwards in the chair to show off her butt (which her panties barely covered). Maya also sat in the chair upside down for a bit, and then leaned over in it to show off her butt even more. Then Maya laid on Topanga's bed with her knees bent a bit as she made a big smile at the camera. Maya laid on her back for several shots, and then on her side even longer with her hand on her hip.

Then Maya began to pull at the elastic band around her panties, looking like she was about to take them off, but never did completely, only showing off her hips more. As Topanga took more pictures she said, "Ooo Maya. You're turning into such a tease. Someone is getting more comfortable with their body." Maya grinned as she then turned her back to the camera and then pulled off her bra. Maya then covered her breasts with her hands as she turned back to look at the camera and winked. Topanga put the camera down for a moment and said, "Maya, do you want me to stop taking pictures now or..." Maya turned her head and said, "No Mrs. Matthews. I wanna practice feeling sexy and seductive right now, and look back later at how I did. Please, keep taking pictures of everything I try out." Topanga smiled and nodded her head.

Maya stood up straight covering her breasts with her open palms as Topanga took more pictures. Then Maya sat on the bed, pulled off her stockings, and then put a silky pink headband on her head, followed by covering her breasts with one bent knee sticking up, and one of her arms. Topanga took more pictures of Maya as she said, "Wow girl. You look like the cover girl of a fashion magazine now." Maya made a warm smile, as she then laid on the bed, her breasts now hidden between the bed and the rest of her body. Maya then pulled off her panties, and was now completely naked as she bent her knees and stuck up the lower half of her legs into the air. Topanga hovered over Maya briefly taking snapshots of Maya's completely nude backside and butt as Maya looked up at Topanga with a loving smile.

Topanga then got down as she said, "Wow Maya. You have the most beautiful body on the planet." As Maya remained on the bed not moving she said, "What are you talking about Mrs. Matthews? You're the one with the hot body. You've got all the bang, pow, and wow action going on. Do you know what I would give to have boobs, a butt, and hips as big as yours." Topanga blushed a bit and said, "You're kind Maya. But so often I wish I could go back to having the more petite form you've got. Trust me. Guys always prefer having small size boobs and butt cheeks they can more easily fit into the palm of their hand." Then Maya said, "Stop talking like that Mrs. Matthews. You're freaking gorgeous. Come on. You take off your clothes and look at yourself in the mirror, and tell me what you see."

Topanga sighed, took off her clothes, and was now standing in just a pair of see through black lacey panties and bra. Topanga stood in front of the mirror and took a good look at herself. Then suddenly Maya sneaked up behind Topanga and wrapped her arms around her (keeping her own body out of view of the mirror by staying hidden behind Topanga). Maya then nestled her head next to Topanga's and said, "Do you see what I see? A powerful woman with a powerfully gorgeous body who shouldn't feel ashamed of it. Topanga smiled as she turned her head to look at Maya's. Then suddenly as the two women began to look into each other's eyes: a rising attraction suddenly emerged. And then in an instant: Maya and Topanga kissed one another on the lips. The two suddenly broke the kiss as Topanga said, "Maya, I'm sorry. I shouldn't be doing this..." But then suddenly Maya stepped to the side and let Topanga now see her completely naked body. Maya then made a sexy grin as she said, "Oh yes Mrs. Matthews. You should be doing this."

Then suddenly Maya and Topanga kissed again. Maya instantly put her hands behind Topanga's back, and then tore off her bra. Maya then moved her mouth down and began to kiss and lick Topanga's breasts. Topanga moaned as she brought her two hands down and used each of them to grab Maya's two smooth underage butt cheeks. Then Topanga led Maya to her bed and laid on it. Topanga pulled down her panties, and was now completely nude before Maya. Topanga bent one knee and said, "Care to explore my other private region Maya?" Maya got on her knees hovering over Topanga as she said, "Mrs. Matthews, you're trying to seduce me." Topanga grinned and said, "Hey. You started it." Maya grinned as she turned her body around, pushing her vagina in Topanga's face, while bringing her own face to the grown woman's vagina that was before her.

Topanga brought her tongue to Maya's underage smooth vagina and began to lick at the outside of it, and then went full in, pushing her tongue deep into the moist depth of this teenager's no loner virgin womanhood. Maya meanwhile enjoyed pushing her tongue around Topanga's womanhood. Maya could feel and taste the sensation of experience and sexual maturity on Topanga, which automatically made her feel more secure and protected. Topanga meanwhile could now taste the raging hormones, the adrenaline, the excitement, and the pure lust that was emanating from Maya's body. Topanga was reminded of how exciting beginning the journey of experiencing sexual intercourse is at a young age from the way Maya's body moved and felt. However that's when Topanga realized that she too was beginning a journey again too, due to the fact that this was Topanga's first time being sexual with a woman.

Maya then moved her body around so she was now facing Topanga's face. Maya wrapped her arms around the grown woman before her and kissed her passionately on the lips. As this occurred, Maya also brought a hand down and began to pleasure Topanga's womanhood with two of her young delicate fingers. Topanga meanwhile in turn, brought two of her long fingers into Maya's young womanhood and pleased her intently. The two woman began to dig deep into the others' vagina as they both began to moan loudly. And then suddenly in the same instant... both women orgasmed. The two both shook as they both opened their mouths in delight, while the feminine fluids poured out of them. Then... it ended. Maya then cuddled next to Topanga exhausted as she said, "Mmm. That was amazing Mrs. Matthews. I'm so happy." Topanga however didn't respond as she simply put one arm around Maya.

The next morning Maya woke up alone naked in bed. Maya lifted her head up looking around for Topanga. Maya then heard noises from the nearby bathroom and went in. Maya then stood surprised as she saw a naked Topanga vomiting near the toilet. A confused Maya said, "Mrs. Matthews, what's wrong?" Topanga then lifted her head up and with shock and horror on her face said, "I'm sorry Maya but... what we did last night... oh God, what did I do?" With a little smile on her face Maya said, "You taught me to be comfortable with my body and sexuality. And it was amazing Mrs. Matthews. It..." Then Topanga stood up and said, "It was amazing for you maybe, but for me... oh God, I just cheated on my husband. And I had sex with a minor. Dear Lord, I'm a lawyer Maya. You have no idea how much trouble I could get into, but I certainly do. This is gonna be the end of my career, my marriage, my family, my life..." Maya then put two hands on Topanga's shoulders and said, "I won't tell anyone Mrs. Matthews. No one will know. I promise." Then Topanga looked into Maya's eyes and said, "I'll know Maya. I'm sorry Maya. I'm glad you feel more comfortable in your own skin now, but I just realized... I don't think I am. I don't know if I did what I did with you because I was just feeling adventurous, or feeling the effects of a hidden fetish, or if I've fallen out of love with my husband, or if I'm just a terrible person. I need to get help Maya, and the first step is asking you to leave."

A sympathetic looking Maya said, "But Mrs. Matthews, I can help you. I can..." Topanga turned her head and began to cry as she said, "No Maya. You're still just a teenager. I need adult help." Then tears began to appear in Maya's eyes as she said, "But Mrs. Matthews... I love you." Tears continued to come from Topanga's eyes as she said, "I know. And I... I actually do love you Maya. But just because I love something, doesn't mean I should have it. I'm sorry." Maya then sadly stepped out of the bathroom, and put her underwear and a bath robe on. Maya then began to step out of the bedroom, but then stopped, looked back at Topanga and said, "I don't know I'm supposed to feel about this either Mrs. Matthews. I lost my virginity last night to someone much older than me. And nothing else I do in my life will change that. I don't know if this is gonna set me on a dark path or not. I promise I won't tell anyone what we did but that secret I know is gonna eat away at me just like it's eating away at you. But it happened Mrs. Matthews. And I won't lie to myself that it did. I just hope you don't lie to yourself either." Then Maya walked out of the bedroom, as Topanga fell to the bathroom floor and began to cry.

THE END

*Author's Note - I know people are gonna say this was a terrible ending. I know people are gonna say I spoiled an otherwise really hot story. I know you all want just pure escapism when you read these kind of works. But I want you all to know this is is the kind of ending you really get when an adult takes the virginity of a minor, and honestly: this is the best case scenario. I too lost my virginity at a young age to an adult, and while the experience resulted in one evening of amazingly pleasing passion, it eventually resulted in so much confusion and sadness afterwards. These types of affairs only screw up the younger party involved, and they lead to destroyed lives for the adult; or at the very least - strong feelings of regret that will last forever. Again, I know many people are gonna think throwing in a dose of realism at the end of what seemed to be a fluffy smutty tale spoils it. But the sad truth is: real life often spoils our smutty dreams. So enjoy your fantasies, but be careful with what you choose to do in reality.