"Do you think I'm beautiful?" Joan asked without trying to hide her tits.
"Yes, oh, yes," Ben said as if he were hypnotized – and in fact he was.
"It's quite a compliment coming from a young man like you," Joan said.
"I think you're the most, beautiful woman I've ever seen," Ben said as he finally lifted his eyes from Joan's tits. "And the most sexy."
"You're sweet," Joan said, giving Ben's thigh a squeeze. "And I think you're very sexy too. If I thought I wasn't too old, I'd crawl right under that sheet with you."
"I don't think you're too old," Ben blurted.
Ben began to blush, but Joan stood and dropped her robe from her shoulders. Suddenly, she was standing before the boy completely naked. Ben had never seen such a fabulous sight.
Joan slipped into his bed, pulling the sheet over her.
Ben let go of his prick and grabbed his aunt. He pulled her to him, feeling her firm tits bouncing over his body. Their legs intertwined.
Ben remembered the whore, Bessy, whom he fucked. But this was nothing like that experience. Joan felt nothing at all like Bessy. Joan was slim, firm, and lively. And her tits, when they pressed against Ben, were soft yet firm.
Joan's cunt pressed on Ben's thigh, wetting him with her hot juice. Ben pushed his thigh between her legs.
"Ohhhhh," Joan gasped as Ben's leg rubbed against her clit.
This is what Ben had been waiting for. As he filled his hands with his aunt's tits and ass, he knew this was going to be a memorable experience. He actually wished he had never fucked Bessy. Joan should be his first fuck.
"Oh, Ben," Joan whispered. "You have a big, wonderful cock."
She grabbed his rod and moved her fingers over the swollen head. But since Ben had been jerking off when Joan knocked on the door, he was afraid of coming before he could get it into her.
As it turned out, his fears were justified.
Joan had taken his shaft in a tight grip. Then she gently pulled his loose skin up over the head of his prick. That did it.
Ben felt his gism about to burst. Although he hated to waste an orgasm, he couldn't keep from coming.
"Ohhhhhhh," he gasped as he felt the premature ecstasy explode.
He turned his body so he could rub his cock-head on his aunt's body as he came. Joan kept her hand on his prick, pumping steadily now that she realized what was happening.
"Don't worry," she said. "I'll make sure you come again."
"I was just jerking off when you knocked," Ben said.
Ben hated to admit to Joan that he had been jerking off, but he wanted to explain his coming so quickly.
"Oh, I see," Joan said understandingly.
"Watching you and my mom all evening made me so hot I couldn't help it," he said.
"I'm flattered," Joan said.
Then she threw the sheet off them. She raised her gism-soaked hand to her mouth and licked up Ben's juice. The boy watched with his mouth hanging open in amazement.
Joan pushed Ben onto his back and kissed him. Her hand went to his balls. Lifting them gently, she made the boy's prick harden again. Soon his cock was twitching with all the energy it had.
Ben realized that he had never been kissed as his aunt was kissing him now. The way she moved her tongue around in his mouth was obviously the result of years of practice. And as she kissed him, Joan moved her tits over his chest.
Ben didn't lose any time in reaching for his aunt's cunt. He gripped her mound tightly. Then he curled a finger into her wet and slippery crack.
Joan moaned lasciviously into Ben's mouth when she felt his strong finger sliding up her flowing cuntal tube.
Before long Ben realized that his aunt was slipping out of his arms. At first he didn't know what she was doing. Then he thought he understood, but he couldn't believe it. But when she was drilling her tongue into his belly button, Ben knew he was going to get a blowjob.
Joan dragged her tits down the boy's thigh as she brought her mouth to his jerking cock. Ben saw her lick his prick, washing the gism from it. Her tongue moved around his prick, sending shivers of joy through him. While she licked, she held his balls in one hand while her other hand slipped beneath his ass. Ben had never felt sensations like he was getting from his aunt's tongue.
"That feels soooo good, Aunt Joan," he said.
Joan looked up at him with a smile in her eyes.
When his prick cleaned of every trace of his last orgasm, Joan opened her mouth wide and took his twitching tool into it.
"Ahhhhhh!" Ben gasped as he felt the heat of his aunt's mouth surrounding his cock. Wonderful things started happening. Ben felt her tongue winding around his fat cock-head. Her head began bobbing, sliding his prick to the back of her throat. Ben never dreamed anything could feel as good.
He began writhing, but Joan held on to his prick and kept sucking. She gripped his balls more firmly, keeping him in one place. Slurping sounds escaped from her mouth as she used on her nephew her best sucking technique. The sounds made the blowjob even more exciting for Ben. He knew that he was going to have no trouble coming all night long as long as this fantastic woman was in his bed.
When Ben got to a certain point of passion, Joan lifted her head. His wet prick wagged in the air.
"Well, I think you're ready," she said.
Ben was too excited to speak. But there was nothing to say anyhow. He merely lay there watching his aunt.
She moved beside his hips, then threw a leg over him. Ben watched as she brought her cunt over his cock. She was going to ride him like a horse, Ben thought.
He watched Joan take his prick into her hand again. Then she guided his fat prick-knob to her cunt. Ben couldn't help letting out a squeal as he felt Joan's tender cunt-lips meet his cock. Then he saw his prick disappear as Joan lowered her hips.
Fucking Bessy hadn't prepared Ben for the thrill of filling his aunt's cunt. He felt her pussy move over his prick like a custom-made sock soaked with precious oils. Ben knew there could be no substitute for this experience. Looking up at his aunt seated on top of him Ben reached for her tits and let his head fall back in ecstasy.
For a while, Joan remained still letting Ben enjoy the thrill of lounging in the grip of her fuck-tunnel. Then she began rocking.
"I can feel your prick twitching inside me," Joan said breathlessly.
Ben began to wonder if he were dreaming. If so, he never wanted to wake up. He saw his aunt becoming increasingly lustful as she rocked. He lifted his head and looked at where theft crotches were stacked up. Through the hair of both their crotches, Ben could see his aunt's cunt. Then he understood why she was getting so wild. Her rocking was causing his cock's base to press against her love-bud.
He kept his hand on her tits, squeezing and kneading them.
"Oh, Ben," Joan sighed. "Your cock is reaching to the end of my cunt tunnel. It feels absolutely great!"
She leaned back, reaching behind her to support herself by putting her hands on Ben's thighs. He couldn't reach her tits any longer, but just watching her approaching an orgasm was thrilling enough. Joan's eyes were dosed and her mouth hung open.
"Ohhhhhhh! Ohhhhhh!" she cried.
The motion of Joan's cunt on his prick kept Ben suspended in intense passion. He knew he could come when his prick began sliding in and out of the cunt he was filling. Meanwhile, he could, lie there forever, enjoying Joan's rocking and moaning.
Suddenly, Joan leaned forward. Her tits swung, and she put her hands on his chest. Ben grabbed her tits again while Joan kept rocking.
"I'mmmmmmm commmmmming!" Ben loved the way her face looked in her ecstasy. And the thought that it was doing the job made him very proud.
"Eeeaaaagggg!" Joan screamed.
Then she stopped rocking. She took a few deep breaths and tossed her head so her hair flew behind her.