Ever since I was a little boy, I found a slight interest which one
may consider an attraction to my aunt. I remember one time she made me
try on a set of pants she wanted to give me for a present and I was
heavily reluctant being very little. However she pursuaded me it was
quite all right and I ended up doing it, while I was changing, she
moved to another side of the room and changed from her work clothes
and if I recall correctly I got a instant boner.
From then on I found myself sort of interested in her. Then,
one year I decided to lose weight because I was tired of being a fat
boy. After sometime she noticed this and asked how I did it, so I told
her it was a mixture of hard cardio and weight lifting. Then she
asked if I could show her how to workout in a way which would be good
for her and innocently told her sure. Back then she was around 35,
single and still was petit, had boobs which were a bit little than one
would call medium sized breasts and had a curved ass to go
along with it. At the time I was 17, normal looking in terms of
weight and had a slightly muscular built. Being a late sprouter in
puberty as my doctor told me, my penis was 5.7 inches erect at the time this
happened and this really bothered me.
The next day we met around 9am, she was wearing a tight baby
blue sports bra which clearly showed her nipples poking out, really
tight pink short spandex boy shorts which outlined her ass and pussy
lips as well as pink ankle socks which seemed to go along with her
outfit. I was wearing a simple gray t shirt, tidy whities, a pair of
shorts and black ankle socks. We chatted about how the recent
party for my cousin was and about a new car she was considering and I
managed to keep my dick flacid even though the outfit was practically
screaming I dare you to not get hard. Then she decided we should
start because it was getting a bit drafty.
As a way to keep the embarassment away from myself, I
suggested we did the workout together which seemed very smart at the
time. So we started off with jumping jacks, I did them right next to
her and I noticed the jumping jacks caused her breasts to jump around.
Already, my boyhood was starting to poke against my shorts which
started to embarass me. Luckily, we finished the jumping jacks before
she seemed to notice. We went to the weights and I instructed her to
do as I did, so we ended up curling dumbells and doing other exercises
with dumbells for the next 30 minutes or so in which I regained my
normal composure and was able to focus on something else other than
her body.
Then she decided she was done with her arms and would rather
to keep her arms toned then gain muscle which I totally understood
since musclar women are a turn off to many. She asked me to show her
how to do propper sit ups and that's when the situation got horribly
embarrasing. I don't find myself as being a person who's into feet but
I do find stockings and ankle socks to be a turn on. So according to
her request, I instructed her to lay back and I would hold her feet
down to insure she would do the sit ups flat and wouldn't bend and do
it wrong. As I sort of pulled back on her toes in her ankle socks to
keep her from lifting her legs, I sat down in a way which positioned
my crotch right by her toes and my legs around her's. I soon realized
this gave me a good view of her breasts pushing against the tight
material of the sports bra and her pussy lips clearly outlined against
the tight boy cut shorts as well as the problem that her toes crawled
closer to my cock after every situp which tickled and made me get harder even faster.
I could not help but to look and soon enough my 5.7 inch cock was pushing agaisnt my shorts leaving a bulge which was very noticable. After every sit up she kept looking at
the bulge get bigger and bigger until she had a smirk on her face and
made direct eye contact with me a few times as my eyes scanned her
body.
She kept going until we finished the first of 20 sit ups and
then stoped and rubbed what looked like her cunt for a quick second
and then took a drink of water. Being embarassed of the boner, I got
up and turned around and told her to let me know when she was ready to
do another 20 while I pretended to look at the art work she had on
the walls. She got up, followed me to the wall and purposefully went
in full view of my boner sticking out like a nail. Then she explained
to me she knows teenagers get them all the time randomly and its okay
she understands. Then I went on to tell her I was really sorry and I
didn't mean to have a boner while with her.
She laughed and called me silly and we went back to the
position as she did another 20 sit ups. My dick was standing at full
attention and her clothing practically encouraged it, I got up and
tried to turn away again but she stoped me and said it was okay, she
seen a penis before and it was quite alright. Then she asked if she
was doing it, and I replied yes and she smirked once again. Feeling
embarassed about the size of my penis as well, I decided to talk to
her about it. I told her my doctor told me that I'm a late grower and
last time I measured it, I was 5.7 inches erect.

She told me size
dosnt really matter and since I'm a late grower that's very good. Upon
hearing this my mood changed and soon enough I stoped trying to hide
and it just let it poke out normally. After another 20 sit ups she "accidently"
spilled water all over her bra and immediatly reacted by taking it
off. I sat there awstruck as I saw my first set of real boobs, her
small nipples were erect and her areolas were the size of a dime.
My dick clung to my pants at full attention even more now as she
apoligized and suggested she go get a dry sports bra while I thought
of what workout to do next. Then on her way out, she asked if she
could stay topless since she hated sweat and would rather be free
while working out. I happily agreed, its not everyday one can see
breasts in their face while they workout. While we did crunches she
said my penis looked like it was in pain and told me to take off the
shorts and workout without them and she would join me too. I didn't
need to be asked twice about such an offer and practically ripped them
off with my breifs at the speed of light and my shaved penis sprung
strait to attention. She gave off a slight gasp as she was removing
her shorts exposing her shaved pussy and ultimatly her bare body to
me. I expected her to say wow your penis is really small, however she
asked "Your the first guy I've seen with a foreskin, can I touch it?"
Trying not to sound too weird I asked "sure but isn't it like small?"
Once again she replied "size does not matter its what you do with it
and I told you, your not small your almost average and your a slow
grower too so that's good" This pretty much boosted my ego as she
grabbed the swollen tip of my erect cock. Then she asked " how far can I pull
this back?" "I replied until the front part goes all the way back" She
smiled and pushed my foreskin back slowly and I shivered a bit since
this was the first time a female touched my penis. Stairing at her
boobs and then her split between her legs which I could barley make
out while she was standing I thought the event was all a dream. Then
as she pushed the skin back out I tensed up and she told me to relax.
Then she said " I think you've taught me well enough, its time I teach
you a thing or two" as she gently pulled me by my cock into her
bedroom. While we were walking there, I first looked back to the
clothing laying on the floor, then strait to her ass which seemed to
have a sexy way of swaying back and forth. As we got to her bed, she
said " I don't want you to lose your virginity on me, that's for a
special girl however, I want to give u the best handjob you'll
probably ever have." She pushed me onto the bed and then pushed my
cock on my stomach and sat on it with her ass. She grinded on it a bit
and took my left hand and placed it on her perky tits. Then she got
up, turned around and put her pussy above my face and spat on my dick.
 She started to push the swollen skin back and forth very slowly while
she pushed her pussy in my face. Then she said, "put your tounge on my
twat and start licking please." I didn't need to be told twice as I
started to stick my tounge into the warmth of her lips and began
playing with her clit. Soon enough she started grinding down hard on
my face with lowly moaning while stroking my cock faster and faster
and my tounge working it's magic while my hands keeping her bucking
hips down, after about 10 minutes I couldn't last longer and I started
to scream as my penis started to throb and she pushed her juicy pussy
harder into my face and moved back and forth faster and faster and
almost as I began to shoot my warm load, she took my penis, which
barley fit, into her mouth and started pushing it down her throat. She
kept pushing her pussy down harder and moving faster on my tounge and
begain moaning sexily as she moved her mouth up and down my hard cock.
Soon enough she started cumming on me which triggered a weird
sensation and I immediatly started shooting my huge load into her
small mouth.
After her orgasm died over which took longer than mine, she
lay down next to me with almost a mouthful of my cum in her mouth and
showed me as she swallowed every last drop. My penis never went
flacid, it stayed erect the whole time even after cumming all that
sperm. She thanked me for everything, wiped off the spit from my dick
with a towel and we ended up taking a nap on the bed, both nude
while processing what just happened. When I woke up she was already up
watching tv, I was laying sideways with my penis was still erect
pointing strait at her pussy and she laughed and asked "when's the
next workout? That cardio was great and it looks like you can last
more than one orgasm easily". I replied, "well looks like your a great
workout buddy, we need one day to rest so looks like Saturday."( since
it was a Thursday) She replied "Okay, but you can't wank off anymore,
its just you and I everyday after and I need a decent amount of cum."
And with that agreement, I put my clothes, we kissed good bye and
swore to never tell anyone about how far we go and then I made my way
home, impatient about the time I had to wait before the next workout.