Shortly after my 16 birthday, my mom's younger sister, Kelli, sent me an invitation to spend a few weeks with her and Jerry, Kelli's husband. They were living in the San Diego area, and I saw this as a great opportunity to spend time on the beach, as well as see some of the attractions found in Southern California. I accepted, and the plans were made. I was to fly out the weekend after school recessed for summer break.

Although I hadn't seen Aunt Kelli for about five years, I immediately recognized her upon exiting the plane in San Diego. She, on the other hand, looked right past me. I think she was looking for that 11 year old kid she'd last seen! As I walked toward Kelli to reintroduce myself, I was surprised at how pretty and sexy she appeared to me.

'Aunt Kelli', I thought, 'even at 32 is one sexy lady!'

Kelli was wearing a very short, black mini-skirt which revealed most of her long, well-formed legs. The skirt was topped by a white, close fitting white shirt which accented her full, firm breasts. As I got nearer, I could see her nipples pressing against the material and knew she was braless under the shirt. I felt my cock stirring and felt, somewhat, guilty since this was my aunt.

'But, what the fuck', I told myself, 'Aunt Kelli is sexy!'

"Hi, Aunt Kelli", I said as I touched her arm. "It's me, your nephew, Ray. I guess you're looking for a little kid, huh?"

"I certainly wasn't expecting a big guy like you.", Kelli said as she put her arms about me in a tight hug.

She then released me, stepped back and looked me up and down. Her eyes seemed to focus, for a moment, on the bulge in the front of my pants. I was embarrassed, but what the hell, it was her fault my cock was hard.

"Yes indeed, you are a BIG guy", my aunt said, as she embraced me once again. She looked into my eyes, smiled, then kissed me on the lips. I thought I felt the tip of her tongue for a brief moment, but knew I must have been mistaken. After all, this was my aunt!

As we headed for the baggage area to pick up my luggage, she explained that Jerry, her husband, was out of town on a business trip and wouldn't return until later in the week. We got the bags, found Kelli's car, and left the airport for their house.

On the drive, I caught her up on all the news and gossip from home. As she drove and we talked, Kelli short skirt rode up even higher on her thighs until the black panties she wore were in view. I tried not to look, but my eyes kept returning to her pussy mound pushing out the silk in the front of her panties. At one point, she caught me staring, looked down at her crouch, then up to my face and smiled. Kelli made no attempt to pull the skirt down, and I began to have some thoughts a boy shouldn't have about his aunt!

During the next couple of days, there were several instances where Kelli, accidentally I thought, would brush her breasts against my back, or pass a hand lightly across my fly. Even though I knew these times were unintentional, my cock responded nonetheless!

I had been at Kelli's about three days when I found some porno books and magazines on a shelf in the garage. I settled down in an old easy chair Uncle Jerry had near his workbench and started to scan through the books. The pictures and articles were very graphic and explicit, and I was soon horny as hell. I was rubbing my crotch while as I read the articles and looked at the pictures, then I unbuttoned my jeans and pulled my cock free so I could stroke it with my hand. I was so engrossed in the books and my jerking off that I didn't hear the side door open, but was startled when I heard Kelli's voice.

"Oh shit, I'm sorry Honey! I didn't know you were in here. "

Embarrassed, I dropped the books to the floor and jumped up, stammering, "Uh, I... I was just... uh, just looking at some books."

"Yes, I can see", Kelli said, her eyes focused on my still hard and exposed cock.

I quickly stuffed it back inside my pants and stood there, too embarrassed to say anything. Kelli smiled and started to leave, but turned back and said, "Why don't you take the books to your room? It'll be more comfortable and much more private."

She didn't mention the incident in the garage that afternoon, which was a relief to me. Later that evening, Kelli and I were in the livingroom watching TV, she stretched out in Jerry's recliner and I on the sofa. I glanced over at my aunt and saw that her skirt had ridden up and I was once again given a view of her panties. I didn't even try to avoid the sight. I stared! Kelli looked over at me, smiled, then pulled the skirt higher and spread her legs. Continuing to look in my eyes, she lowered a hand to her silk covered pussy and began to lightly rub the mound. She inserted a finger in her mouth, withdrew it, then pulled her panties aside and rubbed the finger up and down in the slit of her cunt. This went on for several minutes before she stopped, got up and left the room. My disappointment, however, was short lived. She returned, sat back down and raised her skirt. I damn near dropped a load in my jeans. My Aunt Kelli had removed her panties!

Aunt Kelli was now flashing her pussy at me. She became quite bold as I stopped all pretenses of watching TV and focused on her. Kelli raised her skirt higher, lay a hand over the top of her mound before combing her fingers through the black pubic hair covering her cunt.

Looking directly at me, she smiled and asked, "Do you like this as well as the pictures you've been using?"

I was speechless, so the best I could do was nod a 'yes'.

"Come over here closer", my aunt ordered. "Over here on the floor."

I got up from the sofa, went over and sat down in front of her where she had motioned. She spread the lips of her pussy and began to use her fingers on the pink, wet flesh.

"Do what you do when you look at the pictures", Kelli ordered.

I played dumb and asked what she meant.

"Play with it! Let me watch you play with your cock while you watch me."

I hesitated for a minute before exposing my cock.

"Pull the foreskin back", she said. "Let me see the head!"

I did everything she told me to do as I watched her work on her cunt. Very quickly, I shot a load of cum into the air. Kelli laughed and told me to get cleaned up because Jerry would be home soon. I jerked off again later as I lay in bed listening to the moaning, crying out and other sounds of Jerry fucking Kelli in the next room. I hadn't heard them before and later learned they had wanted me to hear that night.

The next morning at breakfast, Jerry mentioned that he'd be working late again that night. I spend the day at the beach, returning late in the afternoon. Kelli fixed us both a sandwich and a glass of iced tea. As we sat at the table eating she asked if I was upset about what she'd done the night before. I wasn't and said so. She then asked if I would like to do it again. I certainly did and said so. The conversation continued in the same vein until we'd finished eating. I had a hard-on just from the talk! We got up from the table and Aunt Kelli told me to grab a shower then come to her room.

After my shower, I slipped on a pair of jeans and went to Kelli's room. She was laying on the bed nude.

"Get the jeans off", she ordered.

I striped and joined her on the bed. She began playing with my cock as she told me I was going to learn how to please a woman. She had me suck and scrape my teeth lightly on her nipples. She showed me how to find and manipulate a woman's clitoris. This went on for quite some time before she pulled me up over her body.

Reaching down between our bodies, she guided my cock to the entrance of her cunt. She was so wet that it slid in easily. God, I couldn't believe how hot her pussy felt! I fucked in and out a few strokes before she had me push her legs up and back, then hold them in that position with my shoulders. She said this gave more penetration to my cock. This being my first fuck, I knew nothing about control and soon blasted a load into her cunt. Kelli wanted more and had me use my fingers on her clit until she finally moaned with a climax. My Aunt Kelli, Mom's sister, was my first fuck, and I loved it!

The next day after dinner, Uncle Jerry and I were watching a ball game on TV when Kelli came in from the kitchen. She told Jerry she'd bought a new outfit that day and wanted to model it for him. Jerry and I resumed watching the game while Kelli went back to their bedroom to change.

It wasn't too long before she returned wearing a robe. I thought she'd decided to wait before showing us the new outfit. I couldn't have been more wrong! Kelli walked over to the TV, pressed the off button, then turned to face us.

"Ready, guys?", she asked. "Both of you close your eyes. Good. Now don't open them until I tell you. Okay, open your eyes."

I opened my eyes but didn't believe what I was seeing. Aunt Kelli had dropped the robe and was now standing before us with her legs spread and a hand on each hip.

"Do you like the outfit?", she asked.

The "outfit" consisted of black, very high heels, black hose attached to an equally black garter belt which framed the lust black growth covering her cunt. Her bra--also black--had openings through which her nipples now protruded. I had an instant hard-on!

This scene was making me very nervous and anxious about being in the room with Kelli dressed in that manner. Although I'd seen her body before, Uncle Jerry hadn't been there! I stood and told them that I'd better go to my room and give the two of them some privacy.

"Sit down, Honey", Kelli said. "You've seen it before and Jerry knows. He knows everything!"

"Jerry, I... I... uh... don't think..."

"Kelli's right, kid", Jerry said. "I know she fucked you. In fact, she told before it happened. We have no secrets. The choice is yours to stay or not. Kelli and I enjoy a threesome. With either another guy or woman. It doesn't matter."

"So, Baby, as Jerry said", Kelli cut in. "The choice is yours. You can stay here and join the two of us, or you can go back to your room. If you decide to go, that'll be the end of it. Stay, have some fun, some new experiences and, maybe, learn a few things. Make your choice."

I looked from Jerry to Kelli and made my decision. I sat back down and waited for what was to come. (No pun intended here!) It was quickly obvious to me that Kelli planned to direct the evenings activities because she, once again, spread her leg, placed a hand on each hip and in a very commanding voice ordered:

"Okay, my fucking studs, get those clothes off... NOW! After you've stripped, both of you sit your asses down on the sofa."

Jerry and I removed our clothing and sat down as Kelli had directed. She walked over, stood before Jerry for a moment, then turned, bent over, reached back with both hands and spread the cheeks of her ass. Looking back at Jerry, she said, "You know what I want Jerry. Show our dear, sweet, young fuck of a nephew how it's done."

Jerry replaced her hands with his own and, holding Kelli's ass open, leaned forward and inserted his tongue into the waiting hole. Kelli was pinching her nipples as Jerry ate out her ass. He continued for a few minutes until Kelli pulled away and moved over to push her ass toward my face.

"Now it's your turn", she said.

I hesitated and Kelli looked back, saying, "Do it! Eat my ass! I want to feel that tongue buried up my asshole."