I remember meeting Shelly for the first time. My dad and I sat in Shelly's kitchen at the table enjoying a cigarette. I heard a door open and out came Shelly. She had just come out of the shower and was wearing a towel, her hair still wet and her skin glistening. I remember she had a great pair of legs. She walked past us and said hi to me with a great smile. She reached out to take my hand.

"Hi, I'm Shelly," she said.

I reached out and daintily took her hand.

"Hi, I'm Zach."

She smiled and walked to the back of the house. I asked my dad if he was dating her, as he and my mom had been divorced for 2 years. He said that they weren't but he wish they were. When Shelly came back into the kitchen I could see why. Shelly strolled past with cotton shorts and a t-shirt with no bra. Her tits were big and she looked beautiful even without make-up. Her hair was natural blonde and her legs were long. I have always been a fan of natural tits and hers were. They had to have been double D's and they sagged just the perfect amount for her age. Her nipples were poking out through her shirt. I could tell they were nice sized and not at the bottom of her tits like some are at her age.

"Shelly here is 42 years old. Doesn't she look great for her age?" dad said.

 "No dad she looks good for any age," I said with a suave attitude as I gave Shelly a wink.

Shelly gave me a smile. "Thank you. I see you have your dad's charm. Your dad says you are about to join he Army. How old are you?"

"17," I replied.

"You must be great with the ladies," she said.

Truth be told, I was still a virgin. I was overweight, wore glasses and my cock was kind of small, about 5 inches.

"No, not really, I don't even have a girlfriend," I said.

"Well, the girls are missing out because you are a cutie, and you're polite," replied Shelly

My dad asked me if I was ready to go as he had to take me back to my mom's. I nodded yes. After this short meeting I was hot for Shelly. My dad said goodbye and so did I and we left. I kept the image of Shelly in her towel fresh in my mind. It stayed that way for a few years.

I was in the Army for 3 years. During those 3 years I really got into shape. I lost a lot of weight and replaced my fat with lean muscle. I was also no longer a virgin and girls really seemed to like me. The uniform really turned them on.

I got out right after turning 21. When I got out I didn't know what I was going to do. I was an Infantry man. No real skills other than being good with a rifle and a grenade. Writing "good with a bayonet" on a job application was a little off putting.

While I searched for work, I moved in with my dad and his new wife. I got a job driving a truck. The company closed 3 months after I started working there. To make things worse my dad's wife hated my guts. In mid September my "stepmom" gave my dad the ultimatum, either I go or she does. So my dad told me I had to go. My mom was living with my sister at the time and I hadn't seen any friends for years.

The next day I got a phone call. It was Shelly. I don't know how she got my number or how she heard about my situation, but she offered to have me live at a farm she owned. She would give me room, board and give me spending money if I would take care of the horses, yard work and clean the house. It sounded like a good deal. I told her yes.

Later that evening Shelly came to pick me up. While I was in the Army I really got into shape. I lost about 60 pounds and really toned up my physique. I went from a XXL to a medium and I wore tighter clothes to show off my body. I had ditched the glasses and switched to contacts and was no longer a virgin. When Shelly came in the house I had all my belongings packed up by the door. I heard her call for me.

"Zach, it's Shelly, I'm here to pick you up," she called out.

I started to make my way down stairs. I had my uniform pants on and a white t-shirt tucked into them. As I got half way down the stairs I saw her, and man, were the years kind to her. I lucked out. She was wearing a low cut Harley Davidson Shirt and a bra that made her big tits just pop out. She looked up at me, looked back at my dad, and like out of a movie double-take back to me.

"Holy shit, you look good. What the hell happened to you?" she asked.

"I had to get in shape to keep you safe back at home. Thank Uncle Sam for the transformation," I said jokingly with a smile.

Out of nowhere the shit hit the fan. Shelly told my dad and his wife that they were pieces of shit for kicking me out. She said I get back from serving my country, and they treat me like that. She told my "stepmom" that she should kick her ass. She said that she was more family to me than they were. After this I started calling Shelly, Aunt Shelly.

I started working at the farm. I lived in the basement. Shelly's mom lived up stairs. She was crippled and Shelly's friend lived upstairs also. She took care of Shelly's mom. Shelly's mom, or as I learned to call her grandma, loved me. Connie, Shelly's friend, not so much. She complained that I got up too early and made noise in the kitchen while cooking. She complained that she couldn't store anything in the basement anymore. She complained that I started my chores too early. So after 3 months of living at the farm Shelly said I could work at the farm and just spend my time off and sleeping at her house.

Shelly at the time was dating a man named Jim. Boy, was he an asshole. He treated her pretty shitty. He was a know it all dick head and always had to one up you in everything. I could tell Shelly wasn't happy. Also living in the house was Shelly's daughter. Her daughter was away at college half the year, so I never really saw her. Jim would work twelve hour days, Shelly would work 10 hour days and I worked about 6 hours at the farm. Jim would go out a lot with the guys. I really only saw him Sundays. This was nice because it gave Shelly and I a lot of time together.

I loved what Shelly wore around the house and out in public. Around the house she never wore a bra and always wore cotton shorts or boxers. I loved it. I could see her nipples poke out through her shirt and when she got down on her knees to clean something she spilled, I could see the out line of her pussy lips. I was always getting a hard on seeing her. One day she caught me with a hard on. She asked me what was going on in my pants and pointed to my hard cock and smiled. I just smiled and asked her if we should investigate. She just smiled and laughed and said that I was funny, and left the room.

In public Shelly was always busting out of her shirt. She wore really low cut shirts and push up bras. Her nipples were hard most of the time and I could see them poking out through the thin material of her shirts. She wore jeans that were always tight in the ass. Her ass was nice for her age. It wasn't a bubble butt. It was small, tight and, well, perfect for what I like. She would bend over from time to time and I would fantasize about fucking her from behind. She caught me looking at her ass and tits from time to time. She would smile and look me in the eye and always ask if I was enjoying the view. A few times she would bend down in front of me with a low cut shirt just to tease me. She would wiggle them a little on purpose and just stand up and smile. God I hated it and loved it when she did that.

Jim had left for a trip to South Carolina with the guys and Shelly's daughter was away at college. It was a Saturday night and we were cleaning her house. We were joking round and listening to Journey. Shelly said she needed to take a shower and that after that we needed to head over to the farm to pick up some things. I continued to clean when I heard Shelly call out for me.

"Zach!" she called out

I went to the bathroom.

"What's up?" I asked

"I forgot to grab a towel. Can you bring me one?" she asked with her head peaking out the door.

It took me a second to answer because as I looked down I saw Shelly's nipple. She didn't realize it but the door was open just enough to see in. Her breasts sagged so perfectly. Shelly tanned, so her breasts were bronze and her nipples were brown. I just wanted to reach in and grab her tit and suck her nipple. After about five seconds, which seemed like an hour, of staring I nodded yes and went to grab her a towel. My dick was hard as a rock. After losing some weight my dick had a little more room to poke out. It was a little over 6-1/2 inches.

I went to the closet and I brought her her towel. I knocked on the bathroom door. She said to just open the door and put it on the counter. I was hoping she gave me a glimpse of her tit on purpose and was waiting inside the bathroom, naked, getting ready to beg me to suck my cock. When I opened the door she was in the shower. The wavy glass door blocking any possible view. I laid the the towel on the counter and we exchanged a thank you and a your welcome.

I went back to cleaning. I was almost done when the next time I saw Shelly, she was dressed and her hair was done. She started to help me finish up cleaning. My dick was so hard. All I could think about was her tits. I wanted them so bad. The war inside my head raged. Ask her to see them. Ask her to touch them. The other side saying no, it could ruin everything. I swallowed really hard.

"Hey Shelly," I called out

"Yeah," She replied

"Can I ask you something?"

She walked into the dining room from the den. "Sure," she said.

I swallowed hard. "Would you let me feel your breasts?" I asked.

"No!" she said with a bit of hesitation.

It was uncomfortable for a few seconds.

"I was just kidding," I quickly said.

"No you weren't," she replied with a smile.

"I'm sorry I asked." I said with a little shame.

"If I didn't look at you like a nephew, we would have been in trouble a long time ago. You are hot! I think you are really hot!" she said smirking, her hands on her hips.

I couldn't tell if she was just flattering me or if she was serious. If she was flattering me and I pursued the matter I would look like a perv. If she was serious then maybe there was a chance of something.

"Well then, why don't we just get in trouble then. If you think I am hot, then let's do something. Look what you do to me," I pointed to my hard cock.

"I see," Shelly said as she placed her hand over her mouth and gave a little giggle.

I don't know what came over me.

"No seriously, look!" I said.

I pulled down my running shorts and my cock sprang out. In the back of my head I thought, oh fuck, she is going to kick me out.

Instead she freaked out a little and said, "Put that away. The last thing I need is to have Jim come home right now from South Carolina and see me and you with your cock out."

Well Jim was 1000 miles away, so that was highly unlikely. Damn near impossible in fact. I pulled my shorts up and she came in the dining room. She asked me what I saw in her anyway. She said she was old enough to be my mom. I told her that I was hot for her. I even said that sometimes I think about her and masturbate. I thought that would gross her out but she seemed kind of flattered. I then took my finger and poked her cleavage. She smacked me playfully with her dust clothe. I did it a few more times and finally got a quick grab of her tit through her shirt. She punched me in the shoulder. That was all the feel I got and we finished cleaning and left for the farm.

The farm was in the unincorporated part of town. There was a new subdivision being built across the road. We were taking a longer route to the farm. It seemed strange. We usually take a shorter more direct route. Then in got really strange. We were driving on a street in the new subdivision. All of a sudden, we stopped on the side of the road. Shelly turned the dome light on and started looking for something. She did this for about 20 seconds and something came over me and said that she was giving you a chance to make your move. I couldn't fight it. She was leaning over and I saw her cleavage. I reached down and wrapped my hand around the top of her breast and rubbed. I thought she was going to punch me in the face. Shelly just sat up straight.

"I was wondering when you were going to get the hint," Shelly said. She had a sexy smirk on her face.

That turned me on. I asked her if I could go into her bra and feel her nipple. She said that was fine. I rubbed her breasts and pinched her nipples. Her breasts were soft. They felt so good in my hands. I rolled them around in my hands and lightly squeezed them. Her hard nipples were poking my palm. I put my index finger and thumb around her nipple and rolled them. I looked in her eyes while I played. She didn't so much seem to be turned on by it. as just letting me do it.

I started to twist her nipple and she bit her lip in pleasure. I kept doing that. I knew she was turned on by this. I could just imagine the wetness growing in her panties. I asked her if I could suck on them. She told me no. After about 3 minutes of me playing with them, I asked if I could see them. She said no. I then confessed to seeing them when I gave her the towel. She smiled.

"You little sneak," she said. "Is this better than just catching a glimpse?"

"Oh, way better," I replied.

She stopped me a couple minutes later and we headed to the farm. We parked in the lower driveway. It was like 9 P.M. and the lights were off. She was looking out the window on her side looking at the horse barn.

"Did you enjoy that? Was it what you had hoped for?" she asked

I took a moment. She was looking out the other side to pull my cock out and start stroking it.

"I did. I am so hot. See look."

She turned her head to look at me then looked down to see me stroking my cock.

"Put that away!" she said.

"Please watch me. I want you to watch me stroke my cock. I want you to see me cum."

"Oh, my God," Shelly said in a mix of frustration, acceptance and lust.

She leaned back against the window and watched me stroke my cock. I did it slow and looked in her eyes while I did it. I figured I would take another chance.

"Shelly please suck my cock or if not that, touch me," I begged.

"No way buddy. How about a compromise," she said.

She reached in her shirt and pulled her tits out one by one.

"Does this give you motivation?" she said with a smile.

I nodded yes. I started stroking a little faster. After about 2 minutes of stroking trying to make it last, I saw Shelly pinching her nipples and biting her lip.

"Let me suck them," I pleaded.

She shook her head and grabbed my left hand and put it on her breasts. With her hand over mine she guided my hand in the way she wanted to be rubbed. She was breathing a little heavier. She looked in my eyes and told me to cum. She told me she wanted to see me cum. I stroked harder as she massaged my hand to her tit. I looked down and saw her other hand rubbing her pussy through her jeans. I reached down and put my hand on hers. She moved her hand and let me rub her pussy through her jeans. She started gyrating against my hand.

"Cum for me," she said.

That did it, I started cumming. I slyly pointed my cock towards her and my first shot landed right on her tit. A pearly white stream of my cum coated the bottom of her breast. Shelly looked surprised. After that, to my surprise, she gasped, reached over and grabbed my cock. She guided my cock towards the door. I thought she would just hold it but I lucked out. She started slowly stroking my cock to get every bit of cum out. After I was all out of cum, she looked at me and smiled.

"Did you expect any of this tonight? I sure wasn't expecting cum on my tits," she stated as she pulled a napkin out of the center consul.

"Sorry about that. I really wanted to grab your head and bring you down to suck my cock," I told her.

"I can't say that I wouldn't have fought you. I was really hot and bothered," she said as she put her tits back in her shirt.

I got one more feel as she put them back in her shirt.

"Would you have swallowed?" I asked.

"If I say yes, how hot and bothered would that make you?" she inquired with a smirk.

"Very," I said.

Without warning she reached over my lap and took her finger and swiped up a bit of cum. She showed me the cum on her finger. She looked me in the eye with the sexiest look she could give and put her finger in her mouth. She made a 'mmm' sound as if enjoying fine chocolate as she consumed it.

"Does that answer your question?" she asked with a devious smile on her face.

I nodded yes and went in to kiss her. Our lips touched and I tried to put my tongue in her mouth. She backed away.

"We really shouldn't have done this. I was ready to let you touch my breasts. I was even ok with watching you jerk off. I was not expecting to stroke your cock or taste your cum. Even though it is really tasty," she said as she went back and got more on her finger and ate it. "We can't go further than this. No blow jobs, no hand jobs, no sex"

"What about anal?" I asked with a smile.

"Uh, no," she said with a giggle.

"Have you ever done anal?" I asked.

"Let's just get the stuff and go," she replied.

The next weeks went by as normal.

It was the 4th of July and Shelly's daughter was home for the holiday. Jim was still out of town. We were getting ready for a night of drinking. Shelly's daughter had her friend and her friend's boyfriend over. I never really noticed Brittany before but she had huge tits. They were like 36 F her friend told me. Brittany was wearing a really low cut shirt. I could see her black bra.

Brittany and I had never really talked. We hit it off that night and talking turned into flirting. At one point Brittany took my head and motor boated me with her big tits. They smelled of perfume. They were soft and warm. They shook around my face. As she had me trapped, she reached down and grabbed the crotch of my pants. She rubbed my package for about 5 seconds and released me.

I saw Shelly in the corner roll her eyes. I didn't know if she was annoyed by Brittany being a slut or her being in to me.

Shelly said that we wouldn't go any further than what we did that night. I started to wonder if I was Shelly's "boy toy".

I am not really into slutty girls, so when Brittany asked me to leave with her and her friend and her boyfriend, I said no. Even after she whispered drunkenly in my ear that she would suck my cock in the back seat, I still said no.

She was a little annoyed by that and said no one turns down a blow job and asked if I was gay. Shelly must have heard the comment.

"He's not gay," Shelly called out.

"How do you know, mom? Have you fucked him?" Brittany asked sarcastically.

"No, but I gave him a hand job.... and swallowed," Shelly said.

"Uh..." I started.

"Haha. Very funny mom, but your to old for Zach," Brittany said snottily.

Brittany gave me a light kiss on the lips and said the blow job was still on the table.

"How about anal?" I asked jokingly

"Give me a few more drinks and I'll be down," she said with a laugh.

They left and I found Shelley sitting on the washer in the laundry room. She was smoking a cigarette. We had all drank quite a bit. I had about 9 Coronas. Shelly had half a bottle of wine and was working on another glass. I lit up a cigarette and we started talking.

"Why didn't you get a blowjob from Brittany?" Shelly asked.

"That's your daughter," I stated.

"So. She is old enough to make her own decisions. Besides I am her mother what if I asked to give you head in front of her. Would you turn me down?" Shelly asked with an inquisitive attitude.

"Hell no. I'd drop you to your knees, whip out my cock and face fuck you right there in front of her," I said sarcastically.

"I bet you would," she said. "Just promise me you won't be one of these guys that take and never give. A girl needs to be pleasured too."

"Where the hell is this coming from?" I asked. "Is this the wine talking?"

"No. When Jim gets back I am going to break up with him. I suck his cock all the time. He never pleasures me though. He says he doesn't believe in going down on a woman. It's been like 5 years since I have been eaten out."

I instinctively went over and hugged Shelly. I held her and gave her a kiss on the cheek. I rubbed my hands along Shelly's back. She wasn't wearing a bra. We hugged for a few seconds and released.

"I'm not," I said.

"You're not what?" Shelly asked

"I'm not that kind of guy. I love eating pussy. I love tasting a woman's juices. I actually made a girl cum once just by eating her out," I said.

"The girls you get with must be lucky," Shelly said with a half smile.

I got closer to Shelly as she sat on the washer. I put my hands on her knees and slowly started moving my hands up her inner thigh. I made sure to be slow. I didn't know if she would ask me to stop or maybe punch me so I was careful. Her shin on her thighs was soft. They was clean shaven and warm.

"What are you doing?" she asked.

"Let me pleasure you," I said. "Let me give you what you deserve. You got me to cum. Let me make you cum. Don't you want to feel a tongue on your clit?"

"Yes, but I told you no oral. Not even for me."

"If you want me to stop just push my hands away," I said as my hands went further up her legs.

I was now up to the bottom of her boxers. My fingers went slowly underneath them. I could feel Shelly's legs start to shake. It was very faint but I could tell they were shaking with excitement.

Shelly started to breath heavier.

My hands were halfway covered by her boxers and the top of my middle finger could feel the crease where her thigh meets her torso. Our eyes were locked. As I reached her torso I moved the fingers on my left hand over and I got my first feel of her pussy lips. Her pussy was hot and wet. She was warm and and her legs started to part a little to give me better access. I parted her pussy lips with my fingers. Shelly closed her eyes and bit her lip.

"I know you're enjoying this," I boasted.

"How?" Shelly asked in a soft voice as she spread her legs wider.

"You bite your lip when your turned on," I stated.

"Is it really that obvious?" she asked.

"Yeah. Let's see what you do now," I said in a commanding voice.

I took my right hand out of her boxers and with my left hand, I parted her lips and found her clit. She let out a gasp and arched backwards as I rubbed it. I parted the fly on her boxers and slipped my index and middle finger in. I found her hot opening and sunk my fingers deep in her hot, wet, wanting pussy. She was so tight. 2 fingers fit her perfectly. Her pussy clinched around my fingers. I couldn't believe this was happening. She got wetter and wetter with every slide of my fingers. I could smell her sweet scent.

"Oh god, Zach that feels so good," she gasped.

I started fingering her very slowly leaving all of my finger in there fingering her deep.

"Oh god, yes, finger me harder, faster," she pleaded.

I started going faster taking more of my fingers out and pounding them back in. I was fingering her at a pace where I could hear my fingers fucking her. It made such a sexy sound. I got more and more aggressive with my fingers. I was going in and out and up and down. I was making sure that every part of my fingers touched all of her insides.

"I can't believe this is happening," Shelly said.

"Me neither," I exclaimed with joy.

"Get your cock out and come closer. I'll stroke it while you finger me. I want to feel how hard you are. It turns me on that I make you hot."

I took my hands out of Shelly's boxers. I undid the button on my jeans and unzipped them. As I did this Shelly pulled her boxers off and I got my first look at her pussy. Oh my God was it amazing. It was shaved smooth. Her lips were swollen a little. She was glistening from her juices. Her pussy was bronze like the rest of her body. She tanned nude, I thought.

She started rubbing her clit. She rubbed it slow. I could tell she was rubbing it more to give me a show than to pleasure herself. It looked so hot. She slipped 3 fingers in her pussy. She finger fucked herself then pulled her fingers from her pussy to her mouth. She licked them clean.

I got my jeans and boxers off.

"Take your shirt off too. I want to see your tits," I demanded

Shelly pulled her shirt off. Her nipples were still brown but they were so much harder than the last time I saw them.

"Better?" she asked.

"Better."

I got closer and started rubbing her clit. She reached down and grabbed my cock. She started stroking it. Going very slowly she massaged just the head. She was only using her finger tips. She slowly worked her way down my shaft. Soon my whole cock was in her hand. She was stroking my cock from hilt to tip.

"Do you like that?" she asked, already knowing the answer.

"Hell yes," I answered looking up with my eyes closed. "Just be careful, I don't want to cum too soon."

"Want to play a game?" Shelly asked, "I think you will like the rewards."

Uh... Sure?" I said enjoying the hand job.

"I have a timer here on the dryer. It will ding every 5 minutes. I get to stroke you anyway I want. If you can last 5 minutes without cumming, I will suck your cock. If you can last 10 minutes, I'll let you fuck me. Do you know what happens if you last 15 minutes?"

"I have an idea but I want to hear you say it," I said as she pleasured me.

"I'll let you stick that hard cock in my ass. Do you want to fuck my ass?" Shelly asked.
.
"Yes!" I said.

"Well let's play. I'll set the dryer for 20 minutes. It will give you extra time if you need it. Although I know you won't," Shelly said with a devious look in her eye.

Shelly set the timer and started stroking my cock. Instantly I was in heaven. It felt so good. I had no idea how I was going to last. I furiously fingered her pussy. As she stroked my cock I pulled my fingers out of her pussy and put them in her mouth. She started licking my fingers clean. I heard the dryer ding.

She was giving me such an intense hand job. She stroked slow. Then she stroked fast. She worked on just the head then just the balls. She was trying to find the best way to make me cum as quick as possible.

"Well it looks like I'm sucking your cock," Shelly stated. "I had better step up my game."

Shelly licked her hand and grabbed my cock. She started gyrating on my hand. Her tits were moving with her body. I leaned down and put one of her nipples in my mouth. She grabbed my head and held it on her tit. 

"Oh yes! Suck it! Suck my nipple. Bite it. Bite it hard!" Shelly demanded.

I did just that I sucked and bit her nipple. I was so turned on. I had been dreaming about this forever. Then I felt it the familiar rush. I was gonna cum and Shelly knew it. I stood straight up. My back arched. I heard the second ding of the dryer.

"Cum for me baby, cum," Shelly begged, "I want your cum so bad baby, give me that cum."

I shot my load in her hand it went all over the washer and all over her hand and her arm. It got on the floor and on her leg. It was a huge load. Then it hit me. I have to stay strong for tonight I earned a blow job and a fucking.

I looked Shelly in the eye and said your turn. I got on my knees and put my tongue on her clit. I started licking slow circles around her clit. She started to moan. I started to flutter tongue her clit. This really go her going. She started to arch her back. I wanted to really get her. As I flutter tongued her clit, I put 2 fingers back inside her. I furiously fingered her as she moaned and almost screamed. I took my fingers out of her pussy and started to bury my tongue deep in her pussy.

Without warning, I put my finger in her ass. She gasped and arched her back and then relaxed. I fucked her with just the first knuckle of my finger until she told me to do it harder and deeper. I happily obliged. I finger fucker her ass and ate her pussy from the inside. My cock was on it's way back. It was hard again and just in time.

"I'm going to cum!" Shelly exclaimed.

I went back to licking her clit as I put my index and middle finger in her pussy and my pinky in her ass. I was fucking both her holes. She loved this.

"I'm going to cum lick my ass and finger my pussy!"

I did just that. I buried my tongue deep in her sweet ass. The aroma of her pussy was great. It was clean and light and fresh. I felt her cum as her juices ran down my lips. I stood up and started to lick my lips. Shelly grabbed my neck and brought me in close. She kissed me deep and passionately, tasting herself on my lips.

"Oh God, that felt so good! I haven't cum like that in so long!"

Ding! The Dryer went off.

"Shit you made me cum in less than 10 minutes! What do you win for that. Don't say anal. That was last round," Shelly said with a giggle.

"I want you to suck my cock until I explode in your mouth and you drink my cum. All of it!"

"That is a big reward," she said.

"I did a great feat," I replied quickly.

Shelly grabbed my cock and started stroking it.

"Ok. That's fine. Let's go to the bedroom."

Shelly grabbed my hand and led me to her bed. I had been in the bedroom before but never on the bed. She closed and locked the door and pushed me on the bed. It was soft and bouncy. I scooted up on the bed as Shelly crawled on her hands and knees and gave me a deep french kiss. She kissed down my body until she got to my cock, which she took with one gulp all the way down to my balls.

"Mmm it is already so yummy from the last cum," Shelly said smiling rubbing my cock on her lips.

She held my cock and started sucking it slowly with intent taking it deep. Her tongue danced around the head of my cock as she sucked it. She was so good. She continuously kept her gaze locked to mine. She started to bob up and down faster and faster. I don't know what she was doing with her tongue, but it felt so amazing. She moaned as she sucked my cock.

"Oh god that feels so good," I told her.

She giggled a little, It sounded a little muffled with my cock in her mouth. Even during the giggle she never lost suction. She sucked and stroked my cock simultaneously. She moved her hand to her pussy and rubbed herself vigorously as she sucked me. I felt the rush again.

"Oh God I'm gonna cum!" I exclaimed.

"Give me that cum baby tell me to swallow it all," she commanded.

"Swallow my cum. Swallow it all," I demanded.

Just then I blew my load. Shelly was sucking my cum out as it shot out it's self. I came for a good 10 seconds. After all my cum was shot Shelly continued to suck. It felt so good. She sucked then while sucking she let my cock spring out of her mouth. As it did it made a pop sound. She smiled, opened her mouth, showed me my cum. She let a little spill out of her mouth onto her lips. She swirled it around in her mouth. Finally she swallowed it.

"Mmm that was tasty," Shelly exclaimed. "Second time cumming and it was a huge load. We have a problem though. I am horny and want to be fucked. I am going to give you another 5 minutes. If you can get hard in those 5 minutes you win the grand prize. Want to know what it is?"

"Oh yes!" I said with excitement

"I'll break the rules. If you get hard in 5 minutes you can fuck my pussy and my ass. The grand prize is you can cum anywhere you want," Shelly said with a smile.

"Even in your ass?" I asked.

"Especially my ass!" Shelly said with a devious look.

Just the thought of fucking Shelly's ass much less cumming in it was enough to get me hard. I kissed Shelly deep.

"I don't need 5 minutes!"

I laid behind her and raised her leg. I took my right hand while holding up her leg with my left I felt her pussy. I grabbed my cock and guided it to her open lips. I rubber her pussy with the head of my cock. "Ready alre..." Shelly started.

I plunged my cock in her pussy and she couldn't finish. She gasped and I started fucking her. Her pussy was so tight. My cock had built up over the course of the night so I had great stamina. I fucked her as hard as I could. I was pushing just the tip of my cock in her pussy. I would tease her then shove it all the way in. Every hard thrust made her gasp. I reached back and put a finger in her ass. I liked filling both her holes. She started moaning and screaming.

After about 5 minutes of fucking in this position, she asked me to lay down. She wanted to be on top.

She slowly lowered herself on my cock and started moving back and fourth. The she started to bounce up and down. Her tits bounced with her. Her tits were so big they almost hit her in the face as they bounced. She grabbed one of her tits and pinched her nipple. She bit her lip and let go of her tit. It flopped back down and bounced more. I reached up and grabbed her tits. They bounced in my hands. I pinched her nipples hard. She moaned and screamed. She was thoroughly enjoying fucking me. 

"I want to fuck your ass so bad!" I exclaimed.

"How do you want to fuck my tight ass baby?" she asked.

"From the back. You with your hands and knees on the bed and me standing. How hard can I fuck you?"

"As hard as you can. I want you to make it hurt. Grab the lube out of the nightstand," she insisted.

I opened the nightstand and got the lube. She reached back and put some on her ass hole. I put my cock against her hole and slowly pushed. She moaned as the head sank in and was fully in. I started to fuck her slow pushing my shaft deeper and deeper in, every inch that I shoved in got her to gasp. I would push in slow. Then without warning I would pull out and push in fast and hard. I got all the way in. I started fucking her slow. My cock slid in and out of her ass from balls to tip, making her feel every inch slide through her tight ass hole.

"Holy shit you feel so good inside me!" she exclaimed.

I fucked her a little harder and a little harder. I got full strength and speed and reached underneath and grabbed her tits as I fucked her. I saw her grab the lube bottle. She took the bottle and shoved in her pussy fucking it while I filled her other hole. She loved both her holes filled. I was full force fucking her now. My balls slapped against her pussy. Her body shaking from the pleasure.

"Ooooh Good Fuuck Meee! Fuck me hard cum in my fucking ass. Fill my ass with your hot cum Zach. Jesus fucking Christ," she screamed.

This set me off as I felt the rush one last time. Her ass clinched and I shot my load. The load was just as the huge as the others. I gave hard spaced out pumps as I emptied my balls. As I pulled out, cum was dripping out. She started pushing cum out of her ass. She reached back got some on her hands and licked it off her hands. She laid on the bed and I crashed next to her.

"You have to promise not to tell anyone about this. I can't promise I'll ever do this again, but if you tell anyone it's a definite no," Shelly demanded.

"I won't tell a soul. I promise. Will you tell anyone?" I asked.

"Only one person. Maybe. But the only person they would tell would be you. Just to tell you that I told them," she assured me.

"Ok," I said with a smile on my face hoping for the chance at a second time.

I got up and went to get a shower. While in there I realized that this is where it all started. It all started with a forgotten towel and glimpse of a breast. I got my shower and went to bed.

I slept late that morning. When I got up I was greeted by Brittany. She was sitting at the kitchen table eating a bowl of cereal. Shelly had gone to the store and to go tanning. I poured myself a bowl of cereal.

"How was your night last night?" Brittany asked.

"It was boring. I went to bed early," I said nonchalantly

"You mean you came in my mom's ass pretty early. Right?" Brittany said with a coy smile.

I looked at Brittany with disbelief as I just didn't know what to say.

"Hey at least you had a good reason to turn down a blow job. I just hope you don't have any plans tonight. My friend Jessica, the one from last night, and I want to see if your as good as my mom says you are," Brittany said.

Brittany started to lift her shirt. Her left tit fell free. Her tits were huge. Her friend was right they were like F's. Her areolas were big. Her nipples were thick. She had the same bronze skin tone and brown nipples as her mother did. They were absolutely beautiful. She started to play with her nipple.

"Can you handle two girls? We are a lot more wild than my mom. Also our asses are a lot tighter. In fact would you like to see how tight mine is now or tonight. We are all alone."

Well my rule about fucking total sluts changed that night. But that is a story for another time.