Life was pretty good in the 50s, except that Dad had been killed in an auto accident a few years earlier. Mom did all she could to make me happy, but I could see that she was always tired. Little did I know that within a couple of years I would be an orphan.
Mom’s best friend, and next door neighbor, Nell would bring her two little boys, ages 2 and 3, to visit our house about every day. She and mom talked and laughed, and I was glad to see that. Nell’s husband, Hank, worked at the local college.
One thing that I noticed about Nell even though I was just 12 years old was that she was very afraid of thunderstorms. When a storm was approaching and Hank was at work, you could count on Nell and the boys being at our backdoor. Mom would joking tell Nell that she was 24 years old and had to get over being afraid of storms.
Nell was an outgoing person. She was always smiling, except during storms, and liked everybody. She was attractive, with dark brown hair and brown eyes. She was about 5′ 5″ tall and weighed about 130 pounds, slightly on the plump side. She had a nice figure overall, and as a 12 year old I thought she was heavenly. Sometimes when she would come over I would go in the bathroom and jackoff as she and Mom laughed in the living room.
Hank’s personality was the opposite of Nell’s. He was a brooding guy, about 26 years old, and never smiled much. Although he was a big handsome guy, Mom used to tell Nell she could have done much better in terms of getting someone to share things with. Nell would say that it was not too bad, that you just had to get used to Hank’s way of doing things.
Two years later, my life imploded. Mom and I had finished dinner when she said we had to talk.
“Bill, I am very sick, and the doctors don’t think they can help me.” This floored me and I cried, “No, they are wrong.”
“Let’s hope so, but just in case, I have talked to Nell and Hank and if I die they have agreed to adopt you, if it is o.k. with you.”
“I want to stay with you,” I whimpered. “Please do not die.”
Three months later, she did die, three days after my 14th birthday. Mom had worked out a contract with Nell and Hank that they would receive a sum of money each month to care for me until I was 18 years old.
I moved over to Nell and Hank’s, using their spare bedroom. Their two boys, Rex and Dan, who were now 3 and 5, seemed happy that I was living with them.
For a few weeks everything was o.k., then Hank started picking on me, calling me a fag because I did not have a girlfriend. “Hank, stop that,” Nell would say, but soon he was back to teasing me again and I would pout and go into my room.
Nevertheless, I settled into a routine and became a part of Hank and Nell’s family. In the first year we went on family vacation and for the first time since Mom had died had a good time.
When we returned, Hank started packing for an academic conference that was being held in New York. He wanted Nell to go, but she said “not this time. The last time was so boring for me.” The night before Hank left, he was civil and said, “Bill, watch out for Nell and the boys. I’ll be back in a week.”
Later that night, I stood against the wall that separated their bedroom from mine and listened as Hank fucked Nell. I had been doing this ever since I had moved in. As Hank would screw Nell, I would jack off. Suddenly I heard Nell yell, “dammit, Hank, I told you to use a rubber. I don’t want to get knocked up again yet.” “Sorry, but your cunt made me hurry and besides, I like the feel of bareback pussy.” “Fuck you,” Nell said. “O.K.”, and then I heard Hank hammering her again. “Did you cum,” he asked. “Fuck no, as usual” she said. “Go to sleep,” she said, “you have a long trip tomorrow.’
I wiped the cum drippings off my cock and the wall and climbed in bed. It was good to feel the cool sheets on my cock and ass, and soon I was asleep.
Two nights later we went to bed about 1030. An hour or so later, I heard thunder and saw lightning. The storm was getting worse, when there was a knock on the door. “Bill, can I come in, I scared to death” Nell whispered. “Come on in,” I said. She came scooting in and jumped in bed. She was shaking like a leaf.
She moved over beside me and said, “hold me till this storm passes.” I put my arms around her and she snuggled into my body. My cock suddenly went ballistic as her ass pressed against it. I know she had to feel it, so I said, “I’m sorry,” and tried to move away. “Don’t move, but don’t you wear any clothes to bed?” Nell asked. “No,” I said.
She slid her ass back and pressed against my cock and I could not help myself, but I shot my cum all over her nightgown. “Shit Bill, now I will have to take this off.” As she stood up to remove the gown, I could see that she was not wearing any panties or bra. She hopped back in bed and said, “well since you’ve cummed, it should be safe now” and pressed her ass against my cock once again..”
As we held each other tightly, my cock started getting hard again, and was pressing against Nell’s ass. “Bill, stop it,” she said and moved away. Then another bolt of thunder hit nearby and she was once again begging me to hold her. This time she did not move away as my cock touched her asshole. As Nell cuddled against me, I held her tight as she was shivering with fear as the storm continued. My right arm was around her waist, then I slowly moved my hand to cup her breast. She did not respond, so I continued to hold her tit, then began to slowly massage the nipple as one of the older guys in class had said girls like. Nell did not tell me to quit, so I continued to fondle her tits,
I did not want her to move, so I tried to be still, but the sensations of having my cock pressing against her asshole made me come again and I squirted into her ass crack. She was out of bed like a bolt of lightning, cursing me like a sailor. Then, thankfully, it thundered again and she was back in bed. “Bill, if you cum on me again, I will cut it off,” she whispered as she slid against me.
Half an hour later the storm had passed and Nell was asleep. It was a good thing, because my peter was hard again, and this time I was in a position to move it under her ass and near her cunt hole. My cock was resting in her ass crack and began to harden. Nell moved slightly and I think my cock moved near the lips of her cunt. This was enough for me to lose control and I shot my wad again. If Nell had been asleep, this awakened her. “Damn Bill, what have done now? Shit, Hank cums once and thats it for the night. What is the matter with you?” Once again she got up to clean my cum from body. “Fuck, I have really screwed up now, ” I said to myself.
To my great surprise, and pleasure, as soon as Nell came out of the bathroom another explosion of thunder caused her to fly back into my arms. “Bill, I hope you are through cumming on me,” she whispered. “Nell, I can’t help it. I have never been this close to a woman before and it justs happens.”
We continued to talk until the thunder stopped and Nell went to sleep Although I had already cum three times, I felt my cock getting hard again as Nell snuggled against me. She felt it too.
I stopped when I sensed she was stirring, then she said, “Hank, if you want to, but you get on top.” Without saying a word I climbed on top of her as she spread her legs wide and wrapped them around my back. My stiff cock quickly found her cunt and as I began to enter the hole of paradise, Nell pulled my head down to her and began to kiss me, then suddenly pushed me away–”Bill, get off me, dammit I was half asleep and thought you were Hank. Did you cum in me, you little bastard?’ She look over at me, with my dick still sticking straight out, and as I began to cry, she said, “Oh shit, Bill ,we am going to do something, but you must promise to never tell Hank. Have you ever kissed a girl on her cunt?” she asked. “No, but I want to kiss you there”
“Lay on your back and I will get on top,” Nell hoarsely whispered. As she moved on me, I felt her lips kiss the head of my cock, and she pressed her cunt onto my lips. She took more of my cock into her mouth, then told me how to kiss and lick her cunt, and to blow my warm breath into her pussy. As I licked and kissed her clit and cunt lips, Nell went wild, grinding her cunt into my face. My cock was entirely in her mouth, and then Nell gasped and I could feel moisture coming from her cunt. With that I shot my cum into her mouth.
“Bill, that was fantastic, Hank will not eat my cunt, nor will he let me suck his cock. That was so good, but you must never tell Hank.”
She moved back beside me and we began to kiss deeply, each licking our own juices from the other. Unbelievably, my cock hardened up again and began to press against Nell’s pussy. She turned on her back and pulled me onto her. She opened her legs wide and took one hand and guided my cock to her cunt hole. We both moved toward each other, and suddenly I was in her.”Oh my god, I have never felt anything so good,” I stuttered. Nell began to arch her back, and I pushed against her, fully penetrated.
I am surprised the sounds of flesh slapping against each other, and the sloshing of her pussy, did not awaken the boys. “God, oh god,” I said again and again as I furiously fucked Nell.
She was kissing me frantically, and bouncing up and down on my cock. “Oh fuck me, Bill, fuck me hard” and she tried to drive my five inch cock into her as far as it would go. We were slapping our bodies together and then she bit my lip and started to tremble, “Ohh, ohh fuck me Hank, fuck me and cum deep in me” She was so caught up that she thought I was Hank. I am thinking to myself, “don’t come yet, don’t come” We fucked for several more minutes, and now we both were covered with perspiration. I was reaching the point where I knew I was going to unload my cum into Nell when she gasped and moaned “slam that cock into me, cum in me deep, Bill fuck me, fuck me, ohhhhh” and with that we both collapsed as my cum entered Nell. My orgasm was another massive one, and I planted it deep in her cunt hole. She fell on top of me, exhausted, and then said, “Bill, you are quite a little man” and then she began kissing me again.
After a few minutes, my limp cock slid out of Nell’s flooded cunt and I moved off her. “Bill, I am ashamed to say it, but that is the first time I ever came while being fucked. Hank always cums, then does not finish me. Please do not tell anybody you fucked me, o.k.? “I won’t tell a soul, but can we do it again sometime” I asked. “I don’t know, it is wrong because you are so young and I am married. We probably should not.” Unhappy with that response I went to sleep. When I awoke, Nell had left my room. I showered and got ready for school, but the memories of last night led me to jack off in the shower.
I went into the kitchen and Nell smiled at me–she had prepared breakfast and my school lunch. I kissed the boys bye, then Nell shocked me when she said, “what about me?” and leaned over for a kiss. My cock was hard again as I went out the door.
All day long I was in a trance, recalling the ecstacy of my cock moving in and out of Nell’s cunt. When I got home Nell smiled broadly and said “how was your day? Did any of the young girls try to take advantage of my big boy?” I blushed and told her no.
Dinner was a happy time, all four of us laughing and joking. After dinner we watched tv some, then I went to my room to do homework for Monday’s class. At 10 pm I went to the den and told Nell I was going to bed. “Sleep well–see you in the morning” she said.
I went to bed and jacked off, then fell asleep. I awoke to find Nell curled up against me, kissing my ear. “Could not sleep by myself,” she said, “and anyway, we have unfinished business” and she began to nibble on my cock. She climbed on me in a 69 position and lowered her cunt to my face. I began to gently kiss her pussy all over. Then she climbed on me and pushed down to my ready cock and began to fuck me with wild abandon. We came three times that night.

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