Aunt Valerie asked me to babysit her k**s last Friday night. Uncle Jim was out of town, and she was going out with some women she works with. Since I go to school in the town where she lives, it wasn't a problem. For one thing, I could use the money. On top of that, I like to see as much of Aunt Valerie as I can. I've been having fantasies about my dad's forty-year-old sister forever. She had never given any indication of interest in me, her eighteen-year-old nephew, but no matter what she wore I could find a reason to like it.
Her blonde hair was long and full. She had a pretty face and full lips. And she had wonderful, large breasts. So, once she was gone, her k**s were asleep, and I was in her house alone, I snooped around her drawers to see what kind of underwear she owns. Her bras were mostly white, with an under wire, and no padding at all. Size 38C! Her panties were nothing special, mainly white cotton, with just a few colors. A pretty conservative woman, it seemed, just as she acted around me.
I was still inspecting her undergarments when I heard the garage door open. I quickly ran out to the upstairs hallway, and acted like I was checking on the k**s in their room. Aunt Valerie came right up the stairs, but she tripped on the last one, giggling. She was dead drunk. I could tell by her eyes, her walk, and her voice as she said, "Hi, Jason!"
She checked on the k**s as I hung out in the hallway, then she walked unsteadily to her bedroom. I stood in the doorway, waiting for payment and dismissal before I left. I also wanted to get a good look at Aunt Valerie. She was wearing a black skirt that was tight and hemmed above her knee, and a thin gray scooping sweater that showed the outline of her smooth bra through it. Her panty hose were beige, her earrings dangling, her necklace and bracelets gold.
"How were the k**s?" she asked.
"No trouble at all," I replied from the doorway. Aunt Valerie lifted one foot in an attempt to remove her shoe. Her skirt rose up to reveal most of her thighs, and I felt myself getting aroused watching her. She lost her balance while hopping on one foot. I moved into the room to try to grab her, but I was too slow. Fortunately, she was close enough to her bed that she fell back onto it. She landed on her butt, with her feet lifted off the floor, and her legs spread wide, like a dead cockroach. I couldn't help stare up her skirt, beyond the darker control top and seams of her pantyhose, at her white panties filtering through them. Instead of collecting herself quickly, she sat that way for a minute, giggling. She didn't seem the slightest bit embarrassed that I saw her fall or that I was staring up her skirt. She righted herself, crossed her legs, and removed each shoe, leaving her legs open for me to see more of her panties. She looked at me as I gawked at her crotch, and must have noticed my stares, but instead of scolding me she gave me a dirty smile.
"I just have to get out of these hose," she slurred, smiling at me. She stood up and pulled her skirt up almost to her hips. My eyes focused at her panties under her hose. She reached under her skirt and wiggled her hose down, revealing her tight white cotton panties to me. She pulled the hose down to her knees, then sat on the bed and pulled them off her calves and feet, leaving her legs spread. She stood up and pulled her skirt back down, like showing her legs and panties to her teen nephew was no big deal. But she was grinning at me.
Aunt Valerie walked over to her dresser, took off her rings and bracelets, and started fumbling with her necklace. "Jason, can you help me with my necklace?" she called.
She turned her back to me and looked over her shoulder at me, smiling, and she pulled her blonde hair away from her neck. I stood directly behind her, and started working on the clasp of her necklace. Aunt Valerie smelled a little smoky, from whatever bar she was at, but I could still smell just a little of her perfume. Not being very experienced with necklaces, I fumbled for a while before finally unclasping it. Aunt Valerie turned around and took the necklace from my hands. Standing only a foot from me, she had a glazed look in her eyes and smile on her face. She locked eyes with me, and then looked down at me, then back to my eyes.
"Wow, you're quite a man now, aren't you?"
"Uh, I guess," I stammered stupidly.
"I wanted a man to dance with tonight, but there weren't any there, just us girls. Would you have danced with me if you were there tonight, Jason?"
"Uh, oh, sure, but I'm not really a dancer."
I was staring down at Aunt Valerie's breasts. Nipples were now protruding through her sweater and bra.
"Oh, dancing is easy, especially slow dancing. Dance with me now."
"OK, but I'm not very good." Before I even finished my sentence, my aunt put one arm around my neck, grabbed my left hand, and pulled me close. I put my right hand on her back, feeling her bra under her thin top. She pressed closer to me, and I could feel her breasts sticking into my chest, and smelled the liquor on her breath. She laid her head against my neck as we slowly two-stepped in place without music. Valerie put both of her hands on my back and pretty much hugged me as we moved. Her hands caressed my upper back and shoulders. My stiff cock was pressing against her, and I wondered if she could feel it. She moved her hands down to my lower back, pulled me closer, thrust her hips forward slightly, and quietly moaned.
I was practically ready do explode in my pants. With my drunken aunt being aggressive, I started thinking more of ways that I could take advantage of the situation and maybe get in a quick feel. I don't know much about drinkers, but I was thinking that maybe she was too drunk to notice, or wouldn't remember, if I got in a quick "accidental" feel. I moved my hand under her arm until my thumb was touching the side of her breast. When she moaned I took it as an acknowledgement that she knew what I was doing, so I chickened out. I moved my hands down her spine and rested them on her lower back, just touching the top of her skirt. When I did this, Aunt Valerie lowered her hands down onto my pants, her fingertips tickling my butt.
At this point the spell was broken when Valerie lost her balance again. I tried to hold her up, but I lost my balance, too. In slow motion, I fell back, and made a soft landing on the carpet, with Aunt Valerie falling on top of me. Her cheek was resting on mine, and I could feel as well as hear her giggling. My hands were still on her back, except her sweater had risen up some and I was touching bare flesh above her skirt. Her knees rested on either side of me. She was in no hurry to get up, laying on me and giggling. Even when she stopped giggling, she stayed on top of me. I was still hard, and her crotch was resting right on my erection. I could feel it pressing into her, and again I wondered if she noticed.
Valerie finally lifted her head a little. She was smiling at me, her eyes six inches from mine. She was breathing heavily, and she just kept looking at me. It looked like she was ready to kiss me, and in any other situation I might have tried to kiss her. But she was still my aunt, and I was still a bit fearful of crossing a line, no matter what her condition. She straightened her elbows and remained perched over me. I looked down and her top was hanging open. I could see all of her white bra. Her pale cleavage was falling out of her bra, and it was such a great sight that I didn't care if she saw me looking or not.
And she did see me looking, I'm sure, but said nothing. Her skirt had hiked up, and her naked thighs were wrapped around my hips, and her crotch was definitely resting on my hard on. She slowly rocked up and down, and subtly dry humped me. Her panties rubbed against my jeans as she let out a low moan, her glazed eyes looking at me. I moved my hands to her bare waist, and then down to the back of her bare thighs. We stayed in this position for good while. I wanted to slide my hands under her skirt, or better yet up to her breasts, but I still wasn't going to take that risk without more explicit approval.
Aunt Valerie sat up, still straddling me. As she sat on top of me, I looked down at her panties under her hiked-up skirt. The cotton panties were pulled tight around her mound, and a little tuft of strawberry blonde pubic hair peeked out of one side. To my disappointment, she suddenly stood up. I thought it was over.
"I have to get my nightgown on," she said to me, while walking towards the door. I thought that was her way of telling me to leave the room. But before I was even on my feet, my aunt closed the bedroom door, crossed her arms, grabbed the edge of her sweater, and pulled it over her white bra. She got it stuck on her head, and started to lose her balance again.
This time I grabbed her by the waist and held her up. She finished pulling the garment off of her head, giggling momentarily, and then put her hands on my waist as I stared at her bra and her cleavage. This time, I slid my right hand up and grazed the size of her bra, feeling her nipple with my thumb. Her bra cup was made of a flimsy silky fabric, and I was surprised how much it gave, and I got a pretty respectable, if quick, full-hand grab of her left tit. I moved my hands over her naked waist and back. Her cleavage was staring me in the face, as her chest heaved up and down. There sure was plenty of cleavage hanging out the top of her bra.
While I still held her, Valerie arched her back, reached behind herself, unhooked her bra, and slowly pulled the straps off of her shoulders. She was looking right at me, smiling, as she pulled her bra off and dropped it, allowing her big tits to fall out and bounce once. I stared at her beautiful globes, pale and round. They had just a slight sag, but her hard nipples still stuck straight out. Her pinkish-brown puckered areolas centered each breast. There were red temporary horizontal lines under her tits where her bra had been digging into her flesh.
"Touch them," she whispered. It was more of a request then a command. Now there was no turning back, and no reason to. I moved my hands up over her breasts. Aunt Valerie smiled and moaned as I lifted and massaged them. I toyed with her nipples, and gently squeezed and jiggled both of her wonderful, heavy breasts.
Aunt Valerie leaned forward and kissed me on the lips, immediately sliding her tongue into my mouth. My tongue met hers, and we kissed wetly and sloppily as I fondled her. Her hands slid down my back and rested on both of my ass cheeks, squeezing them.
I was now impatient to seize my opportunity before she changed her mind or passed out. I moved my right hand off of her breast, slid it down her hips, under her skirt, and up over her panties. I squeezed her cotton-covered ass cheek with my right hand, and when she offered no resistance, I slid the hand under her panties and groped her bare ass. It was fairly large, but firm and heavy, and I sunk my hand into the flesh and felt it bounce back into its previous shape.
Aunt Valerie moved one hand to my front and found my crotch. She rubbed my hard cock through my jeans. She worked at my button and zipper, fumbling with both, but I didn't move my hands away from her body to help her. When she finally got my pants opened, she tugged them down enough to reach inside my underwear and free my erect cock. While she stroked it, I moved my right hand, which was still up under her skirt, to the front of her panties and rubbed her crotch, finding the cotton soaking -wet. I slid my hand inside the elastic and combed my fingers through her long pubic hair. My middle finger found her slit, and I slid it inside of her warm lubricated pussy.
French-kissing my beloved aunt, as well as having my hand up her skirt finger-fucking her pussy, feeling her bare tits, and getting a hand job from her, made me close to cumming quickly. The sounds of our heavy breathing, sloppy kissing, squishy fingering, and cock stroking were enough to get me off. But just before I reached that point, Valerie stopped kissing me, and dropped my cock. She reached down and unzipped her skirt and let it drop, and after I removed my finger from her pussy, she pulled off her panties. She almost lost her balance again, and I grabbed her arm to keep her steady. As she bent over, her breasts hung down and swayed, which occupied my eyeballs until her bare pussy came into view. It was covered with a very thick triangle of hair, the same color dark blonde as the hair on her head. In the mirror I could see her bare ass. Her round butt cheeks were a little wide but as white as her breasts, and contrasted to her tan legs and back. She had a nice ass for a woman her age, better looking naked than I expected.
Valerie stood before me and pulled my tee shirt off. She finished pulling down my pants and underwear, and I stood before her naked and erect. We kissed and hugged again, my dick head poking into her belly just above her pubic hair. Her hands roamed freely over my bare ass, shoulders, chest, and finally on my cock. My hands groped her ass, tits, thighs, and her pussy again.
Valerie released me and moved toward her bed. As she pulled down the sheets, I watched her breasts bobble and jiggle. She fell into the bed on her back, laying there with her legs spread, smiling at me, her eyes now merely slits. She held her arms out, which I took as my queue to join her. My heart was pounding more than ever as I climbed between Aunt Valerie's spread thighs. With help from my aunt, my cock found her slit, and I awkwardly stabbed at it. Eventually it slid into her, and I sank onto her, sliding the entire length of my hard cock into the warm slippery wetness.
Valerie wrapped her arms around me as I started pumping into her. She moaned and giggled as I found a rhythm. She whimpered and panted as I pumped faster. I was just nervous enough about my performance to keep from cumming quickly. Valerie's moaning approval bolstered my confidence, as did her thrusting hips and tightening cunt muscles.
"Ooh, yeah, you young stud, fuck me HARD!" As commanded I slammed hard and fast into her, and she squeezed her thighs around me tighter. Her soft warm flesh entwined and engulfed my body.
"Ohh, ohh, OHHH," she moaned in my ear. I could hear the bed creaking, and squishing sounds from my cock sliding in and out of her sloppy pussy.
I was getting closer to cumming, and tried to hold out as long as I could. My aunt was breathing unevenly, and let out the occasional little squeal. She moved her hips from side to side, putting me in a vice grip, shuddering and letting out some un-aunt-like grunts.
"HUUHHHGG!" UUUUUHHHHH!" She thrashed around, and I almost fell off of her. I had to chase her hips all over her queen-sized bed to stay in her. Just when I thought I'd fall out of her, she clamped her thick thighs around me and held me in, digging her fingers into my shoulders.
Guttural grunting bellowed from her as she thrust her hips to meet mine. "UGG!" "HUNGGG!? HAAAAOOO!"
She shuddered, spasmed, and shook wildly. She then relaxed and panted, "Oh, you can cum, any time!"
I couldn't hold out any more. I felt that familiar momentary ticklish feeling from my cock head, and gushed a long stream of sperm into my aunt. My pulsating continued for a good half-minute or more, as I slowed down, and laid top of my aunt.
When I was done, Aunt Valerie held onto me for a while, and said, "Oh, Jason, that was awesome!" It never occurred to me that she didn't mean it, and I was feeling quite proud of myself. Eventually I climbed off of Valerie, and laid in the bed next to her. She put one arm around me, laying on her side, and closed her eyes. Within five minutes she was asleep, or should I say, passed out.
I laid in the bed with the lights on for maybe another thirty minutes, memorizing every inch of Aunt Valerie's bare body, and gently caressing her naked tits, thighs, butt, and really most of her body. Finally I crept out of the bed, found my clothes and dressed, and slipped downstairs. I quietly stepped out front, closed the door behind me, and drove home, with a big grin on my face the whole time.