I had been staying at my cousin's house all summer. It was mid-July, and we had plenty of summer left to enjoy. David and I were as close as cousins could be, I suppose; we were more like best friends than just family. David was older than me by only a couple of months, and we were both twelve years old. David was sandy haired and a bit stocky (not muscular, mind you, only well fed) with a crooked smile and happy blue eyes. I was taller by just a minute, and my thin frame and dark hair set a distinct contrast between us.

David's mom, Aunt Kay, was my mom's sister. They looked more alike than David and I did, but only enough to tell they were sisters. Mom and Kay were about the same height, I would guess each at about 5' 6" or so. Mom's hair was straight and dark, but Kay's was short, wavy and blonde. They shared their family's high cheekbones and blue eyes, but mom's dark complexion and reserved countenance was a far cry from my Aunt Kay's lightly freckled skin and less than reserved attitude.

Another way mom and Aunt Kay were different was their general build. Kay was...well, let's be honest; Kay was just a lot shapelier than my mother! I wouldn't wager a guess on measurements, because when you're twelve, there are only two types of breasts: large and noticeable, and incredibly large and mesmerizing. Kay kept me mesmerized.

Of course, your twelfth summer is a big one; at least it was for me. I had discovered how much better an orgasm became when you could actually ejaculate, and I was seeing a reason to become aroused almost everywhere I looked! I was a normal twelve year old, I suppose; horny and happy!

Coming from a more conservative household, I always looked forward to visits with David. Aunt Kay was that cool Aunt that every kid needed. She'd take us to see rated "R" movies at the drive-in, she'd let us stay up super late, and, on occasion, she'd let David and I split a beer. Hell, to me, that was living life on the edge! Possibly the biggest reason I looked forward to these visits, however, especially in the summer, was to watch Aunt Kay walk around in her bikini!

She would lay out in the back yard on a long metal framed lawn chair with a towel, well oiled, getting sweaty and tan. I waited for the times she would roll onto her stomach and unfasten her bikini top. When she would, I would walk around the side she wasn't facing and look to see how much side-boob I could see. Sometimes I would watch as discreetly as I could, waiting for her to sit up and, hopefully, forget she was unfastened.

She never did. I, however, did get caught looking once or twice. She never said anything, just smiled at me and looked away. Each time my heart jumped into my throat, and I waited for the inevitable tongue lashing I would have gotten had I been at home. It never came. I loved my aunt's house.

Things with my aunt and cousin were always very relaxed- very matter of fact. Example: if I had to use the restroom while mom was showering, it would just have to wait. If one of us had to go when Kay was showering, we'd just peck on the door to let her know. She'd always tell us to come do our business, and not to flush the toilet. The curtain was closed, so what did she care? You see what I mean? Just more relaxed.

Of course, things like that didn't much faze David; he'd grown up with it. Me? Every time I was in the restroom the same time that Kay was in the shower, I found it very difficult to pee!

As I said, it was a warm July morning, and David and I had just gotten out of bed. David's room was fairly large, with enough room for two twin beds, a writing desk, and small table that held a round, white, 8-track player and a lamp. The walls were full of shelves filled with a few books, but mostly toys and model airplanes. The beds were on either side of the room, both facing the door with David's nearest the side window. There was a walk-in closet on the far wall holding clothes, shoes, and a trunk full of toys.

We both slept nude, because, well, we could. David, I figured always did, and I could do it here without fear of getting fussed at. We were both sporting morning wood and fumbling about, taking our time trying to get our underwear on when the bedroom door popped open! I froze! Thankfully, my back was to the door, and I was only mooning her! (It couldn't have been anyone but Kay!) I looked over and David barely even seemed to notice.

I hadn't turned to see her yet, but she strolled in behind me and set some clothes down on the table. David went on as though she wasn't there, and was pulling his underwear up over his half faded erection when she spoke.

"Here are some clean shirts for you two." I looked over my shoulder to see if I could effectively keep my back to her as long as she was in here, and not feel any more awkward than I already did. No such luck. Kay had insured that I was going to be as uncomfortable as possible by coming in in her bra and panties! They were a white on white flower print with the top panel of each piece being sheer. I could clearly see two large brown nipples pushing up against the fabric of her bra, and a tuft of blonde hair riding up just above the flowered print! I lost my breath for a moment and then realized that she wasn't speaking any more. I looked up and met her gaze.

"Feeling shy, are we?" Kay and David both were staring at me, standing in their underwear, while I was too nervous to move, still naked, standing full back and looking over my shoulder at them. I could not have felt more awkward! Kay just stood there, waiting with a sly smile, for me to answer.

"Um, yeah, I guess I am." My face was flushed and my mouth was going dry. I stood there showing them my ass while I cupped my erection with both hands.

"Well, I guess so!" Kay saw no end to the humor in my predicament. She leaned in close and looked over my shoulder down at where I was trying my best to keep covered. She said, "You've got nothing to be ashamed of here, little man," then she reached out and smacked my bottom! "You need to be more comfortable with your body. I know your mom likes to keep things covered up, but there's no reason to hide here!" To both of us she said, "You two have time. I'm just getting ready to start breakfast. I'll see you in a minute!"

On her way out the door, she patted my ass again! My hot aunt's hand on my naked ass twice in one minute! My penis was throbbing so hard I thought I was going to cum in my hands! She left the door ajar and went on down the hall. David was laughing.

"Dude! I thought you were going to die! Your face is purple!" He wasn't wrong; I could hear my pulse banging in my ears. "And, what's this," he reached over and patted my cupped hands. "Are you still hard?!"

I couldn't gauge what his reaction was going to be. Suddenly I was afraid that he was going to be furious that I had a hard-on for his mother! I pulled my hands away and shook my head, giving him the best "sympathy eye" look I could muster. "Oh, Jesus, man! Don't be pissed! I can't help it!" My voice was pleading and just a little frightened. I didn't want us to fight.

The evidence was there, though. I was hard as a rock, and as if on cue, a tiny drop of pre-cum rolled down my four inch shaft. "Dude! You really are!" David's smile was unmistakable- he thought the entire thing was hilarious! "You've got a hard on for my mo-om," David teased me sing-song. My embarrassment was all but overwhelming.

"Dave, I don't know what to do, man! I can't go around with a boner all day!" I shrugged my shoulder toward the door. "Besides, how do you cope with that?"

"Cope with my mom?" David furrowed his brow.

I labored to find the words I was looking for, and my eyes wandered around the room as though I might find them hanging in the air somewhere. "Don't misunderstand me, man, but Aunt Kay is really hot! Whether she's your Mom or not, you've got to see that! How do you keep calm when she's showing us...everything she's showing us?! Man, I could see her nipples plain as day!" I shook my head. "I feel like I'm gonna burst!" My penis throbbed with the thought.

David let me off the hook a look that was more smirk than smile. He stepped over and gently shut the door. "Dude," he whispered, "I've got to tell you something!" He ran over and sat on the edge of my bed. "Come here," he continued, and patted the space next to him. Still naked and hard, I plopped down on the bed. He leaned in close to me and whispered, "I never thought about it mom one way or the other until..." Pausing, he looked back and forth as though someone else might appear in the room with us.

"Until what, man? Let me in on this!" I was desperate to hear whatever secret it was David was revealing to me. I figured it had to be something awesome considering the differences in our households.

He looked back at the door to make sure we were still alone, and then leaned in close again. "Until the other day," he continued, "when I was in the bathroom tossing my shorts in the laundry." His eyes were wide and his voice barely audible. "A pair of mom's panties were on top of the basket." He narrowed his vision and stared me hard in the eye. "I had to do it- I had to pick them up! I had to...I had to see what they smelled like!"

My jaw dropped and my mouth formed an "O". "No fucking way!" I lowered my voice even more. "You smelled your mom's pussy on her panties?!" I found myself more jealous than shocked. "Jesus, man- what did you do?"

"Dude, I couldn't help myself! I stood there and breathed them in until I realized I was hard as a rock!" He blushed just a little as he continued, "Then I ran back in here and stroked off all over myself!"

"Oh, man! That's fucking hot!" I looked down at my erection and saw it leaking fluid profusely. "I can't stand it anymore! I've got to get off! If not, I'll jizz in my shorts during breakfast!" Without waiting for a response I started slowly stroking my dick.

Dave sat up enough to slip his shorts off, and his erection popped into sight. "You're right. Let's do it right now!" He stepped out of his underwear and sat back down next to me. In no time at all, we were both jacking off! I'd seen David naked lots of times before, and he'd seen me. This was something different, though. We were sharing something as intimate as masturbation, and as explicit as a fantasy about his mother! I thought I would cum almost immediately, but was able to hold it back long enough to enjoy the stroke.

We watched each other stroke for a couple of minutes, and I do mean we actually watched each other! Dave's hand was a blur up and down his shaft. He was maybe half an inch longer than me, and uncut like I was. I stroked slower and rode the burn as far as I could. Watching David stroke his dick was mesmerizing. I watched him pleasure himself, and I could hear the tell-tale slapping noise when pre-cum began to coat his shaft. That's when he closed his eyes, threw his head back and moaned in orgasm!

He uttered a long, low moan and three or four good shots of sperm flew up from his lap and landed on his chest. The rest leaked out of his glans and puddled up around his finger and thumb. Without thinking he lifted his coated hand up to his mouth and pulled most of it off in his lips. He stared me in the eye as he did it.

That was all I could take! I exploded all over myself! Cum flew across my chest and even splashed across my neck. I thought I was going to squirt for an hour, with seven or eight big shots in the air! It was silent for several seconds as I came down from my high, and processed the sight of him tasting his sperm. I answered his questioning face with a smile. "What the hell," I thought. "I've gone this far!" I slid my fingers across my stomach, covered them in cum and lifted them to my mouth.

I cleaned them off and swallowed the salty candy; though I was far more interested in what it was that just happened between us than the taste of my sperm. We were silent for several more seconds before starting to laugh. We fell back on the bed and laughed for a long time. We sat up, looked at each other's cum covered bodies and just smiled. I grabbed a dirty t-shirt off the floor and wiped my chest, then handed the makeshift towel to David. He cleaned off and we both hopped up to get dressed. David spoke first.

"Dude, we've got to do that again!" He pulled up his shorts with an evil grin.

I pulled up mine before answering, "Absolutely!"

After breakfast, David and I spent the day riding our bikes up and down the winding country roads that ran between the hills surrounding their home. We had been out for several hours when we came to a spot where an old abandoned barn rested at the back of an overgrown field. We knew the area, and had gone through the barn many times before. We also knew we weren't likely to be disturbed. It was a great place to explore, sneak around, or just hang out and enjoy the solitude.

The barn was large and black, with a rusty tin room and sagging sides betraying its age. We left our bikes outside and let them fall in the tall grass; we didn't want to make it too obvious that we were here. I stepped up and dragged the tall wooden door back across the soil. The door argued and finally relented as I pulled it across the tracks it had cut into the ground from times past. The smell of moist heat on old wood filled my sinus.

David stepped inside and looked back at me. "Dude, come check this out!" His voice was an excited whisper. I pulled the large door back behind us and it hopped along as it closed. Dave had a hand in his pocket as though he were keeping something from escaping.

"What? What have you got?" I was intrigued. He had snuck something out of the house, but I had no idea what it could have been.

His wide cheesy grin showed his pride at whatever it was. I watched closely as he pulled his surprise from his pocket. He produced a ball of pink satin and lace and held it up to his nose before showing it to me. "I took a pair of mom's panties from the laundry!" He bit his lip when he shared the news.

"Holy shit! Here, let me!" My voice was both pleading and demanding. He offered them to me and I grasped his hand in them, and breathed in deeply. It was intoxicating! The pungent/sweet smell filled my head and numbed me to all else. I closed my eyes and imagined the sweet blonde pussy that left the scent. I might have actually drooled.

He pulled them back and smelled again. His eyes were as glazed as mine and we passed the holy object back and forth several times. Each time I breathed in I tried to imbed the smell in my mind, so I could recreate the sensation later. She smelled so, so sweet.

"Jesus, man, that's..." I fumbled for words. "That's fantastic!" My mouth went dry and my pulse raced. I looked down and realized we were both hard as stone and tenting our shorts. "You want to...?" I left the question open, but he knew what it was.

"Oh, yeah!" He immediately shucked his shorts and underwear and stepped out of them. I followed suite and we both stood there bottomless in our t-shirts and shoes with our erections pointing at each other. David didn't wait; he just stepped up close so we could share our prize and started stroking away.

I needed no further encouragement and began masturbating with him. My eyes were closed and the sweet musk of my aunt's vagina filled my sinus and my mind.

"Do you think your mom masturbates?" My fantasies of Aunt Kay were beginning to come out.

"Oh, yes!" His mind seemed to be going the same place as mine. "I'll bet she does it all the time!" His breath was shallow and paced. "I'll bet she just spreads her pussy open and jams her fingers in and out when she does!"

"Oh, fuck!" I could just imagine Kay with four fingers flying in and out as she finger-fucked herself. "I'll bet your mom can get really dirty!" I waited a moment before sharing another part of my fantasy. "What do you think she's like when she fucks? Do you think she yells and gets on top and fucks the guy hard, or do you think she lays back and lets him ride her?" I was falling into a fantasy fog as I stroked myself. The smell of Kay's panties had me blind!

David opened his glossy eyes and looked at me. "Can you see it? Mom's big titties bouncing up and down as she rides some guy's big cock?" I could.

"Oh, fuck, yeah! God, I can see those big tits shake as he just fucks and fucks and fucks her!" I was getting close and my vocabulary was beginning to die out. "I'll bet she gets plenty dirty when she fucks!" I started feeling that hot burn in my balls telling me I was almost there. "Man, I'm about to cum!"

"Me, too! Here!" He pulled her panties down from between our noses held them down between us. "Let's shoot on mom's panties!" Our dicks couldn't have been more than an inch apart as we worked our orgasms closer.

"We're gonna cum on your mom's pussy, David!" I was just seconds away from erupting!

"Oh, fuck, yes, mom! We're cumming on your pussy!" I started shooting and then he started shooting, squirt after squirt of sperm across the crotch of his mother's panties and more; we covered each other's cock and balls with ejaculate! His sperm was hot as it washed across my hand. I climaxed so hard I had to grab his shoulder for support.

Silence rang in our ears in the following moments. After several seconds and without any prompting, David took his mother's panties and began using them to wipe me clean! I was shocked for a moment but held still as he took the feminine material and used it to wipe my penis from the base of my shaft to the head, and them down around my testicles, clearing away the majority of his ejaculate. He never looked up and remained silent, out of fear I assessed, as much as anything. The feeling was fantastic! His mom's panties, the moist heat from our sperm, and the firm grasp of my cousin's hand was electric! I winced just a bit as he wiped me down.

He started to clean himself off and I stopped him. He looked up at me, and I reached down and took her panties from him. Not speaking a word, I took them and wrapped them around his penis, gripping his shaft firmly and wiping our cum away. The feel of his penis in my hand was surreal. I felt the firmness of his shaft as I stroked him, and he tensed just a bit when I pulled my hand across his glans. I rolled the wet panties around and gently cleaned off his scrotum.

We stared at each other in silence for the longest time, half naked and each dripping the last of an orgasm. Slowly the fear and anxiety of taboo melted into the warm realization of discovery! We had fondled each other out of curiosity and decided we liked it, and maybe, just maybe, it was something we would do again.

We both smiled and stared at each other's slowly wilting erections. We didn't move to get dressed for several minutes, drinking in the events of the afternoon. When we did pull up our shorts David looked at his watch.

"We should probably go. Mom will want us home for dinner soon." He kept his smile and stuffed our sperm covered prize back into his pocket.

"Don't you think your mom will notice her panties are covered in cum?" I wasn't sure what to do about that.

"Nah. I'll just slip them into the washer after it starts and she'll never know." It struck me that he had already thought about what to do. Satisfied with his solution, I turned toward the door. I had one last nagging my mind, and I forced myself, quite reluctantly to say it.

"I really liked what we did together, you know, at the end." I was afraid that his response, whether he instigated things or not, would be less enthusiastic, being in a post orgasm crash.

He stopped and looked at me in all seriousness. "Me, too." He smiled broadly.

The rest of the evening went relatively without incident. We had dinner, watched the Saturday Night Movie on TV and went on to bed. My dreams for the night were already decided. I woke up about three in the morning thirsty as hell. It was dark in the bedroom, but not pitch. A full moon beamed from behind the clouds and cast a silvery light across the floor. I realized I was much more awake than I wanted to be and was desperate for a drink of water. I was still half hard just from being asleep (the twelve year olds blessing and curse!) and feeling a bit horny when I had a thought, and decided to entertain it.

There was always something a little dirty- a little forbidden- about running around the house naked. That is, at least, where I was concerned. At our house we always wrapped a towel around ourselves when we went from shower to bedroom and were careful to close the door when we changed. As you can well imagine, that kind of atmosphere set quite a few things at taboo.

Running around naked at home when no one was there was one thing; going around naked when someone else was home was quite another. Sneaking around naked at your cousin's house with his mom asleep across the hall was almost too much to bear! I may have been a little backward about nudity back then, but I still had a closeted exhibitionist deep inside. I wanted to go naked all the time; I just didn't want anyone to see me! I decided it was late enough to risk running to the kitchen naked for a drink of water from the fridge!

I threw the covers off and stood up. My penis got a little harder at the thought of streaking around with Aunt Kay in the house. I tip-toed to the bedroom door, and slowly turned the knob. I wasn't about to spoil this by waking them both up before I started. The latch made a quiet click and I pushed the door open, being mindful enough to push it fast enough to avoid an embarrassing squeak.

I stepped into the hallway and took a moment to enjoy the feeling. I loved exhibiting myself like this, even though there was no one here to see me. I walked on down to the kitchen and looked around. It was funny, really, going about like that; sneaking as though I was on some clandestine secret mission, looking around every corner for an enemy agent. The only thing there was the light from the night sky spilling across the kitchen floor and reflecting in the marble topped counter in the center of the room.

I walked around the island and looked out the sliding glass doors. For just a moment, looking out across the back yard, it felt as though I was outside and naked, risking being seen by the entire neighborhood. That, however, was something I was far too scared to attempt, but standing behind the safety of the glass still gave me a charge! I stood and looked out for half a minute or so, looking out at the shadowed houses and enjoying the night sky. If I hadn't been so aroused by things, I would have probably heard footsteps coming down the hall.

It was too late to go anywhere by the time I did hear! It was the unmistakable sound of bare feet walking across linoleum. I spun with a start just in time to see Kay walking on the other side of the island already past me and standing at the refrigerator. Though I couldn't see her below the waist, it was very clear that she was as naked as I was!

"Good morning blue-jay," she said with a smile in her voice. I stepped up closer to the counter to avoid being seen, though I couldn't take my eyes off her. She looked over her shoulder at me with a grin. She turned and opened the fridge, and pulled out the jug of water and drank from it. The light from the fridge made her frame glow and made her naked outline even more distinct and brazen.

She sat the drink back inside and closed the door. I was frozen to the spot. I couldn't have moved if I wanted to. I was both terrified and hypnotized beyond rational thought. Kay stood with her back to me.

"If you want to see it, you'll have to come around here." Her voice was both a tease and a challenge. If I wanted to see her naked, (which I desperately did) then I would have to set my self-defending modesty aside and let her see me as well. Knowing she was this close, and nude, no less, I couldn't let my fear of being seen hold me back. I might not get another chance! I moved forward as soon as my feet allowed me to move.

I came around the corner of the island to the most beautiful sight in the world. Aunt Kay was absolutely stunning! She stood there completely nude, her large breasts hanging only the tiniest bit lower than when they were covered in a bikini, and her brown nipples stood hard in the nighttime light. Her pubes were blonde, like I thought, and full, and the totality of the sight made my penis throb. She was beautiful!

"Nice," she said, nodding down at my erection. I was resolved to her seeing me, and wasn't about to stunt this moment by covering up. I tried to thank her for the compliment, but my mouth failed me. Kay smiled at my silence and stepped back just a bit, put her hands on her head, lifting her breasts up higher, and spun around for me to see her front and back!

Her ass was round and beautiful, and I couldn't take my eyes off her naked frame. She put her hands back down at her sides, and then gestured for me to do the same. I complied without hesitation. It felt strange, exposing myself so completely. Knowing she was staring at my naked body set my head in a whirl. My heart beat faster and I could feel the heat in my face. I became painfully aware of my erection.

When I faced her again she was smiling broadly, standing with her hands on her hips. "I was right. You've got nothing to be ashamed of! In a couple of years that thing's going to be filling up some girl with her legs in the air, and she's gonna be calling your name!"

I blushed furiously at the idea, and I thought my dick would explode! Kay laughed at my embarrassment and stepped up to me. She put her hand on my shoulder, and squatted down, looking right up at me. "Like I said before, you've got nothing you need to hide from me. Two people sharing a moment like this is one of the most beautiful things in the world." She looked down at my leaking erection. "Now, you just plan on going back to bed and stroking this away, don't you?"

I nodded. "I'm going to have to, Aunt Kay. Seeing you like this- I've only imagined it before!" The words came out before I had a chance to think, and I felt a surge of confession rolling forth. "Do you know how long I've thought about this? How many times I've stroked myself to sleep thinking about..." the weight of my confession struck me. "...thinking about you?" I looked at her without any reserve. I was both relieved and afraid. I waited in silence for her response.

"Then let's take care of this, then." Her voice was soft and accepting. As she spoke, she reached out and took my penis in her hand. I wanted to collapse at her touch- it was like electricity flowing through me. I shuttered and put my hand on her shoulder for support. She stared me in the eye, and I couldn't- I wouldn't- break her gaze. Her next statement was both shocking and bold. "Let's see just how 'dirty' I really am!" She smiled a knowing smile.

Naked or not, exposed or not, I was suddenly filled with fear! Dirty! Somehow she knew what I had said, she had to have! Why else would she have used that word? The look in her eyes told me the truth- David had to have told her! My mind furiously rushed for answers! Why did he? How could he? Why didn't she...? My confusion was cut short with just a look from her. Her eyes were more than forgiving, they were understanding. Her smile was calming as well as disarming.

"Shh." She pulled in close to my ear and whispered, "It's ok to want your sexy aunt to be a little dirty." Her demeanor calmed me and kept the fearful tears in my eyes from forming. "You know what, my little blue jay?"

"What?" I asked quietly.

"I am a little dirty!" Kay smiled and renewed her grip on my penis. She wrapped my shaft with four fingers and put her thumb at the underside of my glans. I was dripping with pre-cum, and she worked her thumb up and down in tiny strokes across the wetness. The feeling was bewildering! I had made myself cum countless times, but there was no feeling I could compare this to! It felt as though my penis was on fire, and with every roll of her thumb it got hotter!

"Now, tell me when you're ready to cum, little man!" We never broke eye contact. My breath was shallow and came in gulps while my heart threatened to beat its way out of my chest. It didn't take long for her to get me close.

"Kay, I think I'm gonna shoot!" My voice was more of a croak than a cry.

She smiled and pulled her head down to just above my throbbing cock. She took her other hand and cupped my balls and started twisting her fist around the head of my penis! My orgasm came like an explosion! I had both hands on her shoulders and shot my load her face. She opened her mouth and caught squirt after squirt in her mouth! I could not have imagined anything sexier or more taboo!

Once the spasms in my body subsided, she looked up at me with her lips together and only a single string of sperm across her cheek. She was obviously holding my orgasm in her mouth. She stood and pursed her lips, and let some of it drip down her chin and onto her breasts, then swallowed the rest. She smiled with the dirty deed, and I stood transfixed at the sight!

She pushed her glistening breasts out toward me and asked me only with her eyes and a grin. I responded without thought. I had lost myself completely in the moment; I had lost all reserve and threw my face onto her chest with abandon! I wrapped my arms around her and licked and sucked my ejaculate off her beautiful cleavage, sucking each nipple into my mouth in turn. I fed off her like a starving child! I sucked and pulled at her breasts in a furious lust! She just wrapped her arms around my head and let me feed.

At length I regained my composure long enough to pull away from my aunt's breasts. I was sated and my face was wet with saliva and the remnants of sperm. My face glowed with relief and an open happiness. She bent down and kissed me on the lips.

"Isn't that better?" I nodded my assent. My ability to speak had abandoned me yet again. She took my face in her hands. "Now, go on back to bed, and be sure to tell my son what happened. I don't think any of us should hide what we want anymore. Okay?" She kissed me on the forehead. "You have nothing to hide here, honey. (You have) nothing to fear. Now off to bed with you. I'll see you both at breakfast."

"Okay." I smiled broadly with the experience of a lifetime in tow. I couldn't wait to wake up David!