SALEM - A mother of two from the Gallows Hill area was supplementing the family's income with a home business - a dominatrix dungeon in the basement, police say.

Now Paula Webb, 42, is facing a prostitution charge after allegedly agreeing to perform a sexual act on an undercover police officer - whom she recognized only after the deal was sealed, according to police.

"You look familiar," Webb said to her "customer," telling him he looked like a cop named Jennings she used to know in her 20s.

"Yes, I am Bill Jennings, and you are under arrest," the veteran detective told her.

When Webb was arrested Wednesday night in the basement of her single-family home at 111/2 Albion St., her husband and children were upstairs, police said.

The investigation began on March 16, when Patrolmen Fred Dubiel and Tom Cunningham responded to a call about a domestic incident at the house in the quiet neighborhood of single-family homes. The Webbs had been arguing after Paula Webb complained that her husband hadn't cleared the snow off her car. She told police she wanted to leave and departed while they were still at the house.

After she was gone, a still ticked-off Stephen Webb, 54, told the officers he had something to show them and led them to the basement.

There, the patrolmen got an eyeful - the room was set up as a dungeon, with eye hooks screwed into the ceiling beams and an assortment of whips, chains, ropes and other items.

Stephen Webb told the officers his wife had a Web site advertising dominatrix services, but when that was slow, she would resort to posting free ads on the Internet offering to perform sexual services.

He told the officers the couple had been having financial difficulties.

The husband later told his wife he had informed police about her activities, according to police.

Salem detectives began investigating and eventually counted 20 ads on the Internet featuring pictures of the blond, heavyset woman. They also visited her Web site, which advertised services in both Salem and Haverhill. The site offered a list of activities Webb would agree to perform, including corporal punishment, humiliation and role playing.

On Tuesday, Jennings, posing as a customer, responded to one of the ads. The ringback tone for the phone number he dialed played Journey's "Any Way You Want It." The following day, they arranged to meet.

"She told me $150 for an hour," Jennings said.

When he asked over the phone what he got for an hour, she wouldn't say, according to the detective.

Jennings, who was alone and wearing a wire on Wednesday night, was followed by three undercover detectives in a second car. They parked across from the Albion Street house while Jennings went to the door.

Webb met him at the door around 9 p.m. dressed in a nightgown, according to police. She led him downstairs to a room with two beds and some of the items police had seen three weeks earlier.

The detective said the woman told him to take off his clothes, and he began removing his hat, jacket and shirt. While he took off his clothes, they agreed he would pay $150 for oral sex, police said. She offered to perform another sexual act for the rest of the money Jennings had on him, which was $50, but Jennings declined the offer.

That's when the woman recognized Jennings.

When the detectives listening in the car - Tom Griffin, Stephen Bona and Eric Connelly - heard that exchange, they bolted from the vehicle and ran into the house. The front door had been left unlocked.

Along with the arrest, police filed a child endangerment report against the couple with the Department of Social Services. The two young children were upstairs with their father at the time of the arrest, police said.

No criminal charges were filed against the husband.

Webb appeared for arraignment yesterday in Salem District Court, where she pleaded not guilty to the single prostitution count against her, a misdemeanor.

Judge Michael Uhlarik released her on her own recognizance with two conditions, that she stay off the computer and stop running her Web site.

The Salem News contacted Webb, who declined to comment.

She is due back in court June 5.