I was a relatively normal male in my early 20's, 6'1" tall, with blond hair and green eyes, and a fairly muscular body. I have had a few girlfriends, but never got anywhere sexual with them have always masturbated, fantasized and collected pornography. Don't get me wrong, I wanted to lose may virginity, it was just that I never seemed to have the nerve at the critical moment.

Then several years ago I came across some web sites featuring older women and found myself uncontrollably aroused. I began to fantasize about sex with older women to the exclusion of everything else. I wasn't even all that interested in my current girl friend Cindy after I started getting involved more and more with my fantasy with older women. There is just something that arouses me about an experienced woman, I can't even put it into words. All I know is I get incredible orgasms when I masturbate and fantasize about them.

The women in our family are quite good looking. My mother is only 46, with a tight little country club body, blond hair and green eyes. My aunt is 49 and a little chunkier, but with dark blue eyes. Both have killer smiles and a nice set of breasts. They are also both sexually active, having divorced young and never remarried. A typical weekend involves the two sisters having a cocktail at our house, then going out bar hopping. They usually get quite drunk and frequently bring men home for a frolic.

Last month, late one night they returned from a bender and started cranking the stereo. I was both annoyed and intrigued. Annoyed they were disturbing me, but intrigued that they were drunk, dancing and giggling. I retreated to my room. Eventually the noise died down, and there was a knock on the door of my room. My mother, barely understandable, slurred: "Kathy's drunk, will you take her home?" I said that I would and grabbed my keys. I had to half-carry Aunt Kathy to the car and pour her into the passenger seat.

As I drove the four blocks to her house, I couldn't help noticing her legs. They were long, lean and tan. She was curled-up in the seat, her muscles were partially flexed, and her mini-skirt was riding up here thighs. I tried to ignore my mild hard-on and pulled into her driveway. Kathy was completely passed out and I had to carry her inside.

I put Kathy down on the couch in the living room and took off her jacket. Her silk blouse was unbuttoned to her stomach, and fell open as she moved. I froze. She wasn't wearing a bra. I could see a breast and nipple through the opening. It was slightly tanned, with a large dark nipple and the faintest sign of stretch marks.

"Kathy?" I asked, as I nudged her. "Kathy?!" I yelled, as I shook her. Nothing. I shook her once more, but there was no response. I paused. Then I kneeled down and slowly, hesitatingly reached inside her blouse to touch her breast. It felt wonderful and the more I cupped and caressed it, the more erect her nipple became. Next I unbuttoned her blouse and beheld two of the most gorgeous tits I had ever imagined. She had a little fat around her mid section, but it was more like baby fat than cellulite. I massaged her breasts, while I admired her mouth. I was getting a raging hard-on!

I leaned forward and kissed her on the lips, which were warm and wet. She remained lifeless, but her breathing increased slightly. I kissed her passionately as I lightly touched my dick. It was ready to burst, but I held back. Next I gently unzipped her skirt from the side, and pulled it down over her thighs. A powerful odor wafted upward, through her panties and panty hose. I removed these one by one, and looked at her cunt hair. I shook her once more. "Kathy?! Kathy?!" Again nothing.

I twisted her around and propped her sitting upright in the sofa. Her head lulled to one side and it was obvious that she was really out of it. So I gently spread her legs to get a clear view of her cunt. It was twisted and dark, but quite beautiful. I started to play with it, and stuck two fingers into her vagina. As I massaged and played, her cunt started to get mildly lubricated and opened for me. She was breathing heavier now, but still quite dead to the world.

By now my dick was painful. In the heat of the moment, I had to make a decision. When I started a few minutes earlier, I was wasn't really sure what I wanted to do. But now I was completely horny and she was just lying there, waiting to be fucked. Without really thinking about the consequences, I took my cock out of my pants and started to stroke it. Before I knew it, I was grabbing her body and pulling it toward me, while I spread her legs.

I was kneeling on the floor, in front of the couch. She was sitting upright on the couch, with her blouse undone, naked below the waist, with her head laying back and her knees spread widely. I was inches away and my cock was fully erect, sticking out from my jeans. I found her pussy lips with my fingers, spread them and placed the head of my penis at the wet opening of her vagina.

I placed my hand behind her head and pulled it toward me, then kissed her on the lips deeply. As I probed my tongue past her sleeping lips and quickly thrust my dick into my Aunt's cunt. Her tits started to jiggle as I pumped her again and again, fucking her hard and deep. I was fucking my mother's sister and loving it. Within a few seconds I was beyond the point of no return, and came into her, as I pulled her close and smelled the back of her neck. I could feel my release deep inside her and her body hot against mine. What an amazing fuck she was!

After lying back on the floor to catch my breath, I started to clean-up the scene. I carried her into the bedroom and placed her on the bed. I got a face-cloth from the bathroom and cleaned her vagina as best I could, then I replaced her clothes. I watched a movie on her VCR for a few hours, then drove home.

As I entered my own house, I noticed the TV was on and the refrigerator door was open. My mother had started mixing herself a drink, then apparently left. I called out "Mom?" No answer. I looked in the living room, but it was empty. I turned off the TV and lights, locked the front door and walked upstairs. As I passed my mom's bedroom, I heard a noise and glanced in the door to make sure she was okay. She was snoring quietly, the light was on.... And she was naked, except for her panties.

Again, I froze. I just stood there staring. Part of me was horny as hell again and aroused by the sight of this almost naked woman lying there exposed to my sight. After all, she was the younger sister of the woman I had fucked earlier in the evening. The other part of me was confused, scared and disgusted by the thoughts running through my head. I quickly closed the door and went to my room.

But I couldn't sleep. I just kept thinking about my mother lying there, drunk and defenseless. After what seemed like an hour of tossing and turning, I got up and walked back down the hall. I entered mom's room and watched her again for a few minutes. She was lying on her side now, breathing slowly and deeply. Her breasts moved back and forth in a rhythmic, hypnotic motion. I started to lose rational control as my dick hardened.

I walked over to the bed and sat down. "Mom?" I asked. "Mom?!" I asked several more times, while I shook her. She was dead drunk, just like Kathy. They must have been out for Margaritas. I couldn't pass up this opportunity. I removed my briefs and lay down behind her, like spoons, and put my arm around her mid-section. She felt wonder- ful! I slowly started to kiss her neck and then nibble at her ears. I fondled her nipples, which began to harden as her breathing increased. I reached down and caressed her thin, muscular legs and reached between them to find her cunt. She moaned in her sleep and nestled closer to me.

I lifted her knee to get better access, reached in from behind and started to massage her vaginal lips. Slowly they started to get wet and enlarged. My dick was huge and excited at this point, and I didn't want to wait. I slowly guided the head of it into her vagina. I was only a few inches inside and had not started pumping, when I realized that I was so excited that I was about to cum. I quickly pulled out. My mother murmured, but I hardly noticed in the excitement. I turned her onto her back, positioned myself above her and gently, slowly inserted my dick into her vagina again. I gave her a slobbery kiss and licked her face.

It felt so good! Slowly I started to pump her, missionary style. In and out, in and out. As a more and more aggressively kissed her. I kept going faster and harder, ramming my dick into my mother's wet cunt. Ramming my pelvis against her thighs. What a rush, fucking your brains out and looking at your mother's face. Then, without any notice.... She started to wake up. Her eyes fluttered, and she came to a dazed consciousness. I stopped immediately, frozen in panic. My dick was still inside her and I was propped up on my elbows, peering down at her face.

"Wha...What's going on?" she asked. "What are you..." Then her eyes popped wide open. "Zack!!" she yelled. "What the hell are you doing. No, no! Get the hell off me! I'm your mother! Shit!!"

At first, I must have looked scared and afraid. But then I realized that the damage was done. I had already started fucking my mother and things would never be the same. She started to push and struggle with me to get away. Without thinking, I grabbed her hands, threw them over her head, and pushed them hard against the bed. "Zack, no, please!" She screamed. I just looked at her, licked her face and started pumping away again. She started fighting more fiercely, but I managed to hold her down and continue fucking away.

At one point, she started to bite me. I slapped her twice, as hard as I could, across the face, and she started crying. I pushed my body onto hers, putting my head next to her neck and drilled away. I fucked my mother mercilessly for what must have been five minutes then finally came.

As I got up from the bed, my mother just curled up and got real quiet. "Get out, Zack. And never come back." I didn't respond and pulled on my briefs. Then I sat down next to her, reached around and fondled her tit. She did not respond. I gave her a kiss on the back of the neck.

As I walked out the door, I said, "Mom, you're a better fuck than Aunt Kathy. Slut!"

I moved out that morning and never went back. Mom never spoke to me again and she stopped talking to her sister too, shortly after I moved in with Aunt Kathy...

The End