10 comments/ 89142 views/ 16 favorites Pauline and Her Younger Nephew By: AuntAmanda Here is a story you might enjoy. My previous stories (many of them featuring an older woman and younger man/ teenager) have elicited some lovely and heartfelt responses, so here is another. Enjoy! * I have always had the hots for my nephew. In this story, both my nephews are staying with my husband and me for the spring semester while their parents try to work out their troubled marriage. I have seduced Roger (the older one) a few weeks before and have been fucking him regularly. Then my 18 year old nephew Eddie begins to suspect something... I know it's naughty and incestuous, but it's really just a story! I hope you enjoy. "Auntie, why has Roger been sleeping with you for the past couple of weeks?" Pauline almost dropped the bowl of pancake batter she was preparing for breakfast. Her younger nephew's totally unexpected question made a shiver of dread suddenly rush through her. She and Teddy had been talking about high school when he had suddenly changed the subject. Pauline almost fainted when she realized that she had been found out somehow. Pauline leaned against the counter for a moment or two, her hand on her chest. Her heart fluttered and she found it difficult to catch her breath for a moment. She had to think of some way to explain why she and Roger had been sleeping in the same bed, without making it seem that something taboo was going on between them. But how could she explain it away? At the very least she had to keep Teddy from telling anyone else about his discovery. "Are you okay, Auntie?" she heard Teddy ask. "Oh . . . yes . . . yes, of course . . . I'm all right, darling. Have . . . have you known about Roger and me very long? I . . . I mean . . . have you known about our sleeping together very long?" she asked nervously. "Just for a couple of weeks, Auntie. How come? Is everything okay? Did I say something wrong?" Teddy asked, looking up at her with inquisitive eyes. "How did you find out . . . that we were sleeping together?" she asked, trying to appear calm. "I thought I heard something out in the hall one night real late, and when I peeked out, it was you and Roger going from his room to yours. I started hearing the same sounds every night, and every time I peeked out I saw Roger sneaking out of his room, you know, on tiptoes, and going to your room. Then early in the morning he would sneak back to his room and close the door real quiet so nobody would hear. I know I shouldn't have been spying that way, but I just wondered what was going on. You're not mad at me, are you, Auntie?" "Mad at you? No, Teddy, not at all. Have you told anyone about this?" she asked, trying to hide the tension in her voice. "No, Auntie. Why? Should I have?" "Oh no! No, darling! You mustn't tell anyone at all! Do you understand?" she asked, rushing to him and putting her hands on his shoulders, looking deeply into his eyes. "Sure, Auntie Pauline I won't tell anybody. But how come? Is it a big secret or somethin'?" Teddy asked, his innocent eyes glittering with youthful curiosity. "You might say that, darling. I must talk to you about this very soon, Teddy. In the meantime you mustn't say a word. Promise?" "Cross my heart!" the boy said. Pauline managed somehow to get through breakfast, although not without considerable discomfort. She suddenly became acutely aware of the little sidelong glances Roger kept giving her. There was something more in those little looks and smiles than a nephew 's affection for his Aunt. After all, she had been fucking the boy every night. She began to wonder if, besides Teddy, her husband saw anything unusual in those loving looks. It occurred to Pauline that Ted might not keep quiet about his discovery. It wouldn't do at all to have the boy spread the story of her unusual sleeping arrangements with her 20 year old nephew all around high school. She didn't think that he had any intention of breaking his vow of silence, but boys would be boys. She couldn't take any chances. She had to settle things quickly. "Teddy, are you feeling well this morning?" she asked just as the boys were getting ready to leave for school. "I feel great, Auntie!" Teddy said. "Your face seems a bit flushed, darling. Do you have a fever?" she asked, putting her hand on his forehead. "I don't think so," he said with a puzzled look. "Is he all right, Pauline?" her husband asked. "I think he has a slight fever. He might be coming down with a touch of flu or something. I think I'll keep him home from school today. I'm sure he'll be fine, Earl. Just go to work and don't worry at all. It may be nothing at all, but I just want to be sure." "Okay. Well, call me at work if anything comes up," Steve said. "Of course, darling," she said, giving Earl a half-hearted kiss on the cheek as he walked out the door. "Now off with you!" She said to Roger, who was giving her a strange look. You'll be late for your new job!" she said, shooing him out the door. "But I really feel fine, Auntie!" Teddy said as she led him by the hand into the living room, then sat him down on the sofa beside her. "I know, darling. I was just trying to find an excuse to keep you home from class today, darling. I need to talk to you alone." Pauline said, squeezing her nephew 's hand. "About what, Auntie?" "Don't you know, Teddy?" she asked, looking deep into the boy's eyes. "You . . . you mean . . . uh . . . about what I saw?" the boy asked in a shaky voice. "Yes, Teddy. Can we please talk about what you saw? Are you sure you told me about everything you saw? About everything?" she asked. "I . . . I can still make it to my first class if I run, Auntie!" "Teddy, darling, you must tell me what you saw." "But . . . uh . . . I don't want to, Auntie. I . . . I mean . . I . . . I don't think I should . . ." "And why not, Teddy?" she asked as gently as she could, under the circumstances. "You . . . you might get mad at me or something . . . I . . . I mean . . . well . . . I saw what you and Roger were doing!" he said, his face reddening a bit. A shiver ran through Pauline when she realized that the boy had seen a lot more than he had let on at first. "What exactly did you see, darling?" she asked, her voice quavering slightly in her growing excitement. "Are . . . are you sure you want me to tell you, Auntie Pauline?" the boy choked. "Yes, darling. I want to know it all. Did you see more than Roger's coming and going from my bedroom?" The boy nodded nervously. "But how, darling?" "I . . . I peeked through the keyhole!" the boy said in a barely audible voice. "Now I understand." said Pauline quietly. She was thinking quickly now, deciding how to proceed. "I . . . I couldn't help it, Auntie. I kept seein' Roger go into your room every night. Most of the time he was . . . he was naked! I had to find out what was going on-- I knew I shouldn't spy on you like that, but I couldn't help it! I'm sorry, Auntie!" the boy whined, looking down at the floor. Pauline knew that her youngest nephew's discovery about his aunt and his older brother must have come as quite a shock to him. But she also knew that he must have enjoyed watching her fuck- otherwise he wouldn't have looked through the keyhole more than once. And the fact that he brought it all up to her clearly meant that he wanted her to share with him about it... Pauline looked at Teddy and began see the possibilities. How many times had she sucked Roger's swollen cock while Teddy watched? Had Teddy been watching as she spread her pussy lips and sweetly asked Roger to fuck her? She wondered if he had been watching the night that she had had Roger cum all over her face, had perhaps enjoyed seeing that thick white cum dripping from her cheeks? When she thought of Teddy was secretly taking it all in, she felt a tingling in her cunt. "I suppose you found it—interesting—to watch. Didn't you, darling?" she asked, planning to find out exactly what sex acts Teddy had observed her doing. "Well . . . I . . . uh . . . I guess . . ." the nervous boy said in a barely audible voice. "Did you see Roger and Auntie--having sex with each other?" Pauline smiled, trying to make her question seem normal. "I-- I didn't know you did stuff like that with Roger!" Teddy rasped. "But you were watching and you found out, didn't you, Teddy? Roger certainly enjoys pushing his big hard penis up inside Auntie. Auntie likes that feeling too. And we both like the way his- his cock--gets all hard and hot just before it shoots off." Pauline looked questioningly at her nephew. "Is my using sexual words with you OK, Teddy?" Teddy nodded assent. "Do you think that what we were doing was wrong, Teddy?" "Wrong? Uh . . . gosh, Auntie . . . I . . . I don't know . . ." "Well, how did it make you feel, darling?" "Feel? Uh . . . well . . . it . . . it made me feel kinda . . kinda funny . . . I . . . I mean . . . uh . . ." the boy sighed, becoming increasing aware of the closeness of his Auntie's warm perfumed body. "Did you feel good while you were watching us through the keyhole, darling?" "Yeah . . . I . . . I felt good." "And a little bit afraid?" she asked. "Uh-huh. How did you know that, Auntie?" the boy asked, daring to look into his Aunt's eyes. "I know many things, darling. I know all about boys and how they feel when they discover something new and exciting." Pauline was getting very aroused now. She knew where her line of questioning was headed, even if Teddy did not. She steadied her voice. "You found what you saw through the keyhole new and exciting, didn't you, Teddy?" "Yes, Auntie Pauline." The boy nodded. Pauline looked at Teddy, seeing him through fresh eyes. While he was actually 18, he had seemed strangely less mature than other boys that age. Pauline was pretty sure that he was still a virgin, for instance. He was shy and seemed inexperienced with girls, but she also knew he was interested in sex. Teddy looked at her as she moved around the house or fixed a meal in a way that made it clear he was checking her out. And yet he never acted to obvious about it. Yes, almost surely still a virgin. As for Teddy, he had never felt the way he was feeling now. There was something about his Auntie's eyes and the way she was looking at him that made him feel warm inside. The warmth seemed to be concentrated right between his legs. It was the same kind of warmth that he had felt while watching her and his older brother naked together in his Auntie's bedroom, but now the warmth was even more intense. His heart started to beat a little faster. He was suddenly aware of the softness of his Auntie's hand on his leg. She had touched him a lot, but somehow her touch had never felt quite like this before. "There's nothing at all like the sensations of fucking, Teddy- your penis all fat and tingling—and then the way your cock feels when it shoots your cum into a woman's mouth or her pussy is like no other feeling." Pauline smiled, continued to touch Teddy's leg, stroking with her long fingers. "You haven't had that experience yet, my dear. But I have a feeling that you will—soon." Pauline smiled. "Would you like that to happen to you soon, Teddy?" He nodded, looked down at his aunt's graceful hand touching him. "You were feeling some of those sensations even as you watched us through the keyhole, darling. For instance, I'll bet you felt a warm tingling in your balls and your little cock, didn't you?" Pauline smiled, her hand moving up, closer and closer to his crotch. Teddy swallowed hard. She seemed to know everything. Pauline's pussy was getting very damp. She resisted the desire to simply spread her legs for Teddy and ask him to fuck her. No, this once it would take a little more time... "And did your darling little prickie get all stiff in your pants, Teddy?" she asked, her hand moving smoothly. "Gosh, Auntie, do . . . do you really wanna talk about . . . about that?" the boy gasped. "I think it might be a good thing to talk about that, yes." Pauline was almost whispering. "After all, aren't we friends, Teddy?" Her nephew nodded in assent. "And don't you have some questions for Auntie?" Her hand moved higher. Teddy nodded. Pauline's hand had reached Teddy's nylon gym shorts. Making it seem like the most normal thing in the world to do, she gently cupped her palm over her nephew's cock-bulge. Teddy almost shouted with the shock of being touched there, but Pauline calmed him with soft words of reassurance. His cock was jerking hard under her hand as she coaxed him into relaxing again. Even though he was shaking and afraid, Teddy's body somehow relaxed. Except for his cock. "Now- we're going to trust each other here, aren't we, little Teddy?" Ted nodded. Pauline increased the warm pressure of her hand against his hardening, growing prick. She pressed, released, pressed and released in the slow rhythm that she had used to harden a hundred penises over the years. It always worked. "Teddy, are you ready to talk about last night now?" Pauline's hand had not left his body. Teddy was looking down at his aunt's hand holding his crotch. Then, he slowly raised his eyes to hers. With great care, Pauline lifted her hand from her nephew's crotch and returned it to her own lap. Teddy looked both relieved and disappointed. Pauline smiled. "All right, Teddy, your Auntie asked you a question before." She tried to keep her voice neutral, but she was getting so hot for cock that it took great effort.. "Your penis-- it did get all stiff while you were watching Roger and me, didn't it?" "Uh . . . yeah . . . yeah, Auntie!" Teddy said in a squeaky voice. "And Teddy" Pauline lowered her voice "Did you reach down and rub it a little?" Her fingers were touching his leg again. Teddy was hoping that she might feel his cock some more, so he tried to answer his aunt honestly. "Yes- yes Auntie Pauline, I did rub it-- just a little." He looked hopefully at Pauline. "Teddy, you are a very good boy for being so honest with me. Auntie would like to reward you for being so brave." He looked at her. "Just stand up for me here in front of the couch. Can you do that for Auntie?" Awkwardly, Teddy stood. As Pauline had expected, his hard-on stuck out from his crotch at an obscene angle. Touching his hips lightly, Pauline turned him to face her as she sat. Now she resumed touching Teddy- this time on the sensitive inside of his thighs. "And what did you do after that, Teddy?" Pauline's hands were moving upwards again. "What did you do while you were watching Auntie fuck Roger? After you had rubbed your hard cock through your pants for a while?" Teddy's change to standing, combined with her turning him, made his cock and balls move under the material. As she waited for his answer, Pauline stroked upwards and gently adjusted him so his penis had more room to thicken and lengthen. "I . . . I took it out," he whispered. Teddy was shaking. "You did what, darling?" Pauline asked, pretending not to have heard him. But she had heard him- Pauline just wanted to hear Teddy say it again. Hearing Teddy's admission had sent a warm tingle right to her clit. She wanted his words to give her that twitch again. Her palms were starting to sweat. "Tell.... tell Auntie again about what you did." "I . . . I took it out, Auntie," the boy repeated. "my...my—" "Your cock?" "Yeah—my cock." Pauline was palpating Teddy's shaft through his pants, squeezing and releasing, adjusting it so that it had maximum room to grow. "You unzipped your pants and pulled your hard cock out? My goodness!" she said in a playful voice. Playing for just another few minutes of time, Pauline looked up at her nephew questioningly. "Teddy, have you masturbated yet today?" "N—no, Auntie Pauline." "How many times a day do you usually play with your penis, Nephew?" Now she was stroking her nephew's rigid prick through his pants with the tips of her fingers. "Four or five times, I guess..." Teddy winced at the thought. "Do you always play with your cock—"Pauline looked up at him "--until it shoots?" "Yea—yeah." Teddy was watching his Aunt's fingers moving back and forth, teasing his hard lump, adjusting his penis through his pants. He couldn't quite believe what was happening to him, but it was making him feel awfully good. "Does the—the cum always shoot out hard, Nephew?" Pauline's voice was shaking. She hoped Teddy didn't notice. Through his pants, she scratched the glans of Teddy's cock with her nails. "Yes, Auntie." "Nice and thick and white, Nephew?" "Yes, Auntie." Teddy was whispering. "So, Nephew, it's been a while..... do you think there's a big load of cum in your balls right now?" Pauline was turning herself on with her own words and by feeling Teddy's prick. She was imagining him jerking off, the cock releasing sperm... "Do—do you think cum might need to shoot out of your cock this morning, Nephew?" "I- I dunno- maybe...Auntie." "Well- isn't your cock starting to ache just a bit- Nephew?" She was firmly squeezing, releasing Teddy's prick through his pants. A little stain was forming where his glans was jutting against the pantleg. "Gosh yeah, Auntie!" the boy gasped, his balls tightening between his young legs. "Then let's do something about these shorts, Teddy. Your balls and cock need to be more comfortable." All this time, Pauline was tugging on Teddy's cock through the material with one hand. Pauline smiled warmly, her cunt tingling in anticipation of things to come. She reached up his leg hole-- and wrapped her silky fingers around the shaft of his jerking young prick. "Oh, shit, Auntie! Jesus! You're . . . You're touching my cock!" "Yes, darling." Pauline was easing it out of his pants. "I am touching your cock." Finally free, the cock was thickening and straightening. "I hope you don't mind?" From the way her boy sucked in his breath and closed his eyes, she could tell that she was indeed making him happy. She stroked it from underneath, base to tip, with her sharp nails. The cock danced as she finished the stroke, sticking out at Pauline's eye level. Teddy looked embarrassed. Whispering reassurances, Pauline eased Teddy's shorts off. Then she coaxed him into allowing her to remove his shoes and socks. Teddy had never felt so exposed in his life. He wasn't afraid exactly, but all of this was new and a bit confusing to him. He was actually standing in the living room, letting his Aunt stare at his naked cock and balls. He wanted Pauline to touch his penis some more, but for the moment, her hands were in her lap. "That should be much more comfortable for you, Teddy. Now your cock and balls aren't all squeezed together in those tight pants." Pauline smiled as she watched Teddy's testicles adjust to the air in the room. "So, you took out your prick. Just what else did you do while you watched Auntie fuck your brother, darling?" Pauline asked. "Did you start jerking off?" She smiled confidentially. "You can tell me- it will be our secret. Auntie will understand." "Yes, Auntie! I . . . I had to! I had to jack off!" the boy rasped. At this confession, Pauline's cunt surged with lubrication. Her genitals were sopping. She was almost losing control of the situation, but she took a deep breath and looked up at Teddy. He was looking down at her-- differently than he ever had before. Pauline liked that look. She was knowingly making herself into a piece of meat to him. She knew that she would be his cunt. The idea that he would soon be her fucker was making her clit have little cums already. To further inflame him, she slowly uncrossed and recrossed her long legs. Her pussy made a wet bubbling sound as it smacked open and closed under her short skirt.. They both smelled her hot scent wafting up. Pauline's nipples tightened and swelled under her tight red t-shirt. Pauline and Her Younger Nephew Ch. 02 Thanks for your encouraging letters! Forgive me for taking this long to write another piece. I have a full life, and only occasionally get the urge to add to my collection here at Literotica. That said, it turns me on something terribly to write this, and turns me on even more to post here. I hope you enjoy reading this story as much as I enjoyed writing it. AA It was Thursday when Pauline had seduced Teddy. Both that night and Friday night, Pauline fucked Teddy's older brother Roger in her bed. It was a good thing that her husband, Steve, was such a sound sleeper. In the last few years, he seemed more interested in work and in sleep than in sex with his wife. They had gotten to the point where she had her own bedroom, but now that her nephews had come to stay for the semester, Pauline was finally getting some of what she had been missing for so long. "Auntie likes that you watch her. If you want, you can watch again through the keyhole tonight..." And both Thursday and Friday nights Pauline had come out into the hall after Roger had gone to sleep to see if Teddy had been watching. Peering down at the floorboards, she saw the proof. There it was, just as she had hoped. Pauline remembered the exact thing she had said to Teddy as she jerked off his huge, fat cock that first morning: "...But this time, leave the sperm on the floor for Auntie Pauline to step in it later..." Teddy was being such a good boy! Bare-footed Pauline carefully stepped right in the gobs of her nephew's cum and felt it squish between her toes. She made a mental note to think of some special treat to please her younger nephew. The next morning was Saturday. Pauline awoke alone in her bed to a quiet house. Steve always went golfing Saturday morning and wasn't home until 1:00 in the afternoon. Pauline also knew that Roger had basketball practice every Saturday. Even though they had been up late the night before, she knew that he would never miss practice. That left Teddy. Pauline got out of bed naked. She took her time selecting an outfit that Teddy would be pleased to see her in, and after she put it on, she spent several minutes doing her makeup and hair, eyeshadow and lipstick. Then she covered herself with a black silk robe. Teddy was at the table eating some toast. He heard Pauline's high heels clicking in the hallway as she approached. "Good morning, Nephew." Pauline stretched to a high shelf for a coffee cup, stretching her slim waist, pushing out her tits, half exposing her ass for Teddy. She had no need to check- she knew he would be watching. Pauline took a seat opposite Teddy. "Thank you, Teddy" she whispered "for leaving me such lovely presents the last two nights". Pauline kept her voice low, even though the house was empty except for the two of them. "I hope you have been enjoying yourself watching me make love to Roger." "Yes—yes Auntie." Teddy smiled, remembering. "Thank you for showing me." "You are welcome, Teddy." Pauline reached across the table and rested her hand on Teddy's arm. "I hope it hasn't been too frustrating for you these last two nights?" Teddy looked down at his plate. "Well," he mumbled "You are very beautiful, Auntie Pauline." She gently squeezed his arm. "Thank you, Teddy. You've been very patient. If you have a minute, I wonder if you could help me with something—something upstairs in my bedroom." Teddy looked up, his eyes hopeful. "Sure!" Pauline stood up. "Just follow me in a minute, then?" Teddy could hardly wait, but he did give his Aunt 'a minute' before he followed her to her room. The door was closed, and he knocked. His Aunt Pauline was facing her dressing table, brushing her long hair. Through the mirror, she watched Teddy enter the bedroom. Pauline saw Teddy checking her out. She was still wearing the black silk. Teddy could see that she was wearing high, high heels of black patent leather. His Auntie's legs were encased in black fishnet stockings that disappeared up under her robe. "I want you to know how much I appreciate you watching me fuck your big brother, Teddy." Pauline put down the brush on the dressing table, and turned to face Teddy. "I hope I've put on a good show for you?" Teddy looked at the floor. Pauline looked questioningly at him. "I've been walking in your cum.... Did you know that turns me on?" through her nephew's pajama bottoms, Pauline could see something shifting. "Teddy, can I ask you a favor?" Teddy slowly looked up, as if afraid to be openly ogling his Aunt's curvaceous body. "Sure, Auntie Pauline! Anything!" "Thank you, Teddy. I knew I could trust you." Pauline smiled inwardly. "Nephew, have you ever noticed the difference in size between Roger's penis and yours?" Teddy looked embarrassed. "I- I dunno, Auntie. Maybe...." "As I recall from the other morning in the living room, nephew, even though you're younger and a bit shorter than your big brother" Pauline felt her clit tingling. "your cock is bigger than Roger's- quite a bit thicker and longer." "Yea- yeah?" Teddy raised his eyes to meet his Aunt's. What Pauline was not telling Teddy was that she had been thinking of his cock since that morning 3 days ago that she had first seen it in full erection. It was bigger and thicker than Roger's, and even though she had fucked Roger the last two nights, she had been thinking of the young man watching from the hallway the whole time. She had been performing for Teddy, positioning herself so he'd see clearly as Roger inserted his cock into her mouth or her pussy. She'd posed with the bedside light behind her so her breasts dangled and her nipples were silhouetted just so as Roger fucked her from behind. "Yes, Teddy- bigger. That's how I remember it, but one can't be sure. That's why I want you to show me." Pauline took a seat and slowly crossed her legs. "Would you do that for me Teddy?" "What?" "Show Auntie." Pauline leaned forward. "If you'd like to, that is...." Teddy looked a little unsure, but Pauline noticed that his cock was still growing. Now it was pushed down one leg of his cotton pajamas. Instead of looking up at Teddy, Pauline was becoming more and more entranced by the cock-shape under the material. As she stared, a wet spot appeared at the tip, where the rounded glans was shoved against the soft material. Without taking her eyes off the cock, Pauline loosened her robe and slowly, teasingly eased it off her shoulders and down. Under the silk robe, she was wearing a lacy black brassiere. As she exposed her tits, Teddy was thrilled to discover that the bra was the push-up, shelf type- it held her fat breasts up and forward. The upper hem barely covered her nipples. Pauline heard the sharp intake of his breath. She observed his cock push harder against his pants. The stain got a little bigger. Finally, Pauline looked up at her nephew's face. He was staring down at her tits. With her fingertips, she reached up and plucked her nipples up and out of the bra. She tugged them clear of the material, and as they grew harder and became elongated, she pinched them and gently twisted them. "Please, Teddy?" She teased and pulled her jutting nipples. "Please take it out, just for me?" As Teddy's hands went to his waistband, Pauline went back to watching his crotch. She was still turning them both on by playing with her fat, hard tits as he pushed his pants down. "Oh!" Pauline was happy to see that Teddy's prick was already thicker than his brother's, and it wasn't even fully hard. With some effort, she tore her eyes away from it and looked up at her nephew. With his pajamas pooled around his feet, Teddy was now completely naked. Pauline was checking out how his slim arms and hairless chest contrasted with the unusual size of his penis. Even though Teddy was eighteen, it seemed to her that here was the body of a younger teenager, slim and still innocent. He had some pubic hair, but his chest and arms were relatively hairless and not very muscular. But when she lowered her eyes to below his navel, she observed that he had the outsized cock and dangling balls of a much larger, more mature man. The contrast excited her, made her clit tingle and her cunt grow wet and swollen. As Pauline continued to play with her tits, she moaned softly at the thought of that cock plowing into her tight cunt. She observed Teddy's prick thickening, the veins becoming more apparent, the ridge of the glans growing firm and pronounced. A new drop of pre-cum appeared at the tip. Pauline felt her cunt slickening, knew in her darkest heart that she was no longer interested in Roger. In the last few nights, she had been screwing Roger, but imagining the whole time that it was really Teddy, with his huge, oversize man-cock forcing its way up her hole. She realized that Roger's smaller, slimmer penis was of little use to her now. This one looked fat enough to challenge her. She was already looking forward to making it shoot. Pauline wanted it- Teddy's fat cock- in her cunt. And soon. But how to increase the tension? How to even try to appear coy when Pauline knew that Teddy had been jerking off for days, watching through the keyhole as his big brother Roger had fucked her in every conceivable position? "Teddy" Pauline looked up, past his cock, to Teddy's face. "I really want you to make love to me, but-" she tried to look unsure "But- I don't know if it's right." Teddy's face fell. "But..." he whined "You do it with Roger!" Pauline smiled helplessly. "But, your penis is so big, Teddy. So thick and- and fat. I don't know if— if it might not fit in my tight, wet-- it just might not fit in me. I'm sorry, nephew..." She was lying, of course. She liked them big, liked that pushed-opening feeling as she tried to accommodate a huge piece of man-meat. "But—maybe we can work something out. I have an idea." "What? What idea?" "Perhaps if we measure it first, we'll know if it might fit inside if you tried to force it in." She smiled. "Can Auntie measure you?" Teddy looked happy at the idea that there was a way to get his dream to come true. "OK! What do I have to do?" "We have to get you fully erect, but you can't cum. You have to hold it. Can you do that?" "I never tried, Auntie." Teddy looked unsure now. "Once it gets hard, it usually just shoots off all over the place." Pauline smiled inwardly as she pictured just that. "Well, this time you'll have to try." She lowered her gaze to her nephew's partially erect prick. She was still seated in front of him. "Why not play with it while I watch?" At her suggestion, Teddy's cock started thickening immediately. "I can help you get started..." Pauline reached behind her to her dressing table and produced a pump bottle of lotion. "Just try this." She brought her fingertips up and cradled the glans of Teddy's cock. She lifted his prick-head until the half-hard penis was pointing at her face. She squeezed a thick line of white lotion the entire length of the teen's shaft, from base to tip. "Care to spread this around, young man?" As Teddy took his cock and spread the lotion out, Pauline took her fingertips away. They were moist with a clear film of pre-cum that had oozed out of the cock tip as she had held it. To inspire her new boy, and to excite them both, she looked into his eyes as she made a show of spreading the slippery stuff all over her lips. "Remember, young gun-" Teddy already was jerking his prick firmly. "get it close, but don't cum. Promise? Let me give you something to think about while you do just that..." Pauline was reaching behind her back, twisting open the catch of her brassiere. As she watched her own nephew jerking off for her, watched his cock grow harder and heard his breath quicken, she lowered the cups of her slutty lingerie. Her heavy, full tits pushed the cups down and away. "Oh God!" whispered Teddy. Now his Auntie was holding her tits for him, kneading the warm flesh, moaning for him.... "Oh, shit, Auntie...." Now he was leaking again... "OK, Teddy. Stop! Hands off" Pauline reached behind to the dressing table again. She had a tailor's measuring tape. Teddy, with a great force of will, held his hands to his sides. With her thumb, she pushed one end of the tape into his pubic bone just above his erection. With her other hand, she held the fabric tape just over his cock. "Eight and a half..." she whispered to herself. Then she wrapped the tape around Teddy's penis, just behind the glans. His cock was leaking profusely, a string of white pre-cum swinging from the little hole. She hoped she could take the measurement without bringing on his orgasm. Above her, Pauline could hear Teddy's breathing. He was trying to control himself, poor dear. "Five... and a half inches around..." "What... what did you say, Auntie?" Teddy looked down at his Aunt, on her knees before his rampant, leaking, pre-orgasmic prick. Pauline let the tape drop to the floor at Teddy's bare feet. "I was just deciding, Teddy..." "Huh?" Teddy was in agony. He was still holding back, but looking at his Aunt's naked tits and stiff nipples, feeling her handle his boner, and hearing her seductive voice was making it almost impossible. "Teddy. I am going to fuck you." Pauline teasingly stroked up his leg with her fingernails, brought her hand closer to his quivering cock. "You are very thick- almost too big for me." She stroked his testicles. "I don't wanna hurt you, Auntie." "I'll probably like it if it—if it hurts some when you ease it..." Pauline's voice was shaking as she spoke. "...when you ease it in the first time. Maybe I'll enjoy the challenge." Now she steadied her nerves. "But anyway—I've decided. Your cock is going... I'm going to fuck you, nephew. Does that please you?" She smiled up at him. His cock jerked and bubbled. "Oh, shit!" Teddy's face was a study in joy and agony. "Does that mean that now... that I..." "Yesssss. Yes, you can." She closed both petite hands firmly around the length of his shiny cock. "You can now. Thank you for your patience." She stroked the hot, quivering cock, gently held it. "Are you ready to shoot now? Auntie will help you..." She stroked it again, pulled more firmly, and caressed the underside of his dribbling glans. Any minute now, Pauline thought. She pointed it at her face, stroking... Teddy cried out, and his cock erupted. Pauline kept her eyes open as his cock shot copious amounts of hot, thick man-cum all over her face and her hair. Great strings of it laced her cheeks and several shots went into her open mouth. It tasted good- nice and warm. "Good boy" she whispered. "Let it all out, now..." Pauline was squeezing the last drops out of Teddy's still- thick manhood. "Give me all of it, nephew. I know you'll make more." To be continued Pauline and Her Younger Nephew Ch. 03 I thank you for your patience. We have kept this story unfinished for quite a while. I hope you enjoy this new installment-- which is not the final one, of course. Pauline took her sweet time giving Teddy everything he wanted. She knew that the next weekend, both Teddy's big brother Roger and her husband Steve would be out of town for the entire two days. Saturday Pauline would finally take young Teddy's cock into her cunt and orgasm on it as he came inside her. Pauline was looking forward all this as she entertained Roger in her bedroom that Wednesday night. As she leaned back on a pile of pillows, Pauline spread her legs and brought her knees up almost to her ears for her nephew. Roger, for his part, was standing just a few inches from the bed, his cock erect and ready. Even though Pauline was fucking Roger, she was also thinking about Roger's little brother. Teddy's cock was big and thick, compared to his. She played her fingertips up and down the length of Roger's cock, spreading massage lotion all over its length. Since jerking Teddy's fat prick all over her face that last Saturday, the sheer size of it was occupying her mind. She had decided that this week, the best use of Roger's smaller, yet still quite beautiful cock would be to simply fit it into a smaller place. So Pauline was preparing to introduce Roger to the pleasures of her asshole. She added more cream to the hard shaft and took a deep breath. Pauline canted her ass upwards a bit, and dabbed the tip of his shiny, oiled cock against her tight anal opening. She looked down, past her tits, to watch Roger's hard prick. His glans was already spreading her asshole open. Glancing towards the bedroom door, she hoped that Teddy was watching and enjoying the show-- masturbating as he had so many nights before. Pauline turned back to the matter at hand. "Oh, darling!" She gently pushed back, encouraging her nephew's cock into the entrance. "Fuck, that's good..." she breathed. It hurt, but she liked that. "Yes, mmmm. Push it into Auntie's asshole—deeper, honey..." Roger and Pauline were finding their rhythm, fucking more and more forcefully as they got comfy with their positions. Pauline's clit was all tingly, her cunt shifting and distending from the size of the thing she was accepting up her ass. For his part, Roger had never felt anything so tight and slick around his prick. He's been sucked off and fucked by his horny Auntie dozens of times in the last few weeks, but she'd never invited him to push his hard cock up her tender little shitter until tonight. He could already feel the semen gathering in his balls, getting ready to pound down the length of his prick and shoot out the end into her ass. Pauline loved the plowed-open feeling of being anally fucked. She silently resolved to use Roger this way all week, and save her wet, juicy cunt for his little brother Teddy with the oversized horse-cock. Teddy had never fucked any woman's pussy before, and Pauline wanted his prick to get very tightly gripped and caressed by her cunt that weekend. So she decided to secretly dedicate her pussy to Teddy all week. Nothing else would penetrate her until his cock did-- on Saturday. Meanwhile, Roger, poor dear, was grimacing as he tried to hold back from shooting off too soon. Pauline looked up at his face, his eyes tightly closed in concentration. His hot hard cock was now buried up his Auntie's shitter to the hilt. Pauline was moaning and crying out-- the pleasure- pain combination of anal penetration was overwhelming her. Hearing her moans and cries, Roger opened his eyes and looked down at his slutty whore Aunt. Pauline had her ankles up near her ears. Her fat, full tits were pushed together by the position of her arms and thighs. Roger saw that his older lover's nipples were fully erect, pointing up at him in invitation to be pinched and pulled. He lowered his gaze to his Aunt's gaping cunt. There was pussy juice dribbling out, across her perineum. As he eased his turgid cock slowly out of her asshole, the juices deposited along the length of his prick, glistening. Now his erection was even more lubricated than it had just been when it was deep inside Auntie's ass. Roger raised his eyes to his Pauline's. Her eyes were filled with tears. She smiled through them. She was in intense pain and orgasmic pleasure both. "Roger, darling?" She whispered "Pinch me?" Roger knew what she wanted- what they both did. It was more than pinching. Leaning over her, he took her erect nipples between his fingers and tugged them, twisted them, pulled them upwards. In an ecstasy of pain, Pauline arched her back towards the marauding hands. Suddenly Roger pulled harder and simultaneously plunged his quivering cock back into her body, slamming his balls against her ass. He might last one more stroke, if he concentrated. He slowly drew his cock out again, and looked up into his uncle's wife's face. "Yes..." Pauline whispered. "Pinch me, dear, and fuck Auntie's asshole....". They were both at the edge of orgasm, Her fat titflesh quivered liquidly as Roger pulled her breasts back and forth, using her nipples as handles to control her. Roger squeezed her nipples and bruised them with his hands. His quivering loins performed an excruciating, sensitized, intense push into Auntie Whore's tender, tight anus. Suddenly, Roger knew. Auntie Pauline was moaning and crying out, orgasming as he savagely controlled her huge breasts. She was impaled on his cock in her ass. Now his fat, rock-hard cock was erupting inside her, deep up inside. He felt the cum pumping out, greasing her passage and his prick as he pumped her hard and fast, his cum oozing out all around the base of his shooting cock as he lost all control of his body and finally came. That was Wednesday. Three more days before Roger and Steve left for the weekend. Outside in the hallway. Teddy was indeed watching. His penis was shooting a hot load of cum all over the hardwood floor. Pauline and Her Younger Nephew Looking down, Teddy noticed her nipples growing erect and hard, just as she had hoped he would. She heard him suck in his breath, watched as his penis jerked in front of her face. She felt her pussy creaming, and she knew that she would have to go all the way with him now. Her cunt was burning with lust, itching to be fucked by a hard young prick. "So you jacked off outside my bedroom door? Was that fun? Did you notice how wet and shiny Roger's cock was as he fucked Auntie's cunt? Is that what made you want to play with yourself?" Pauline was enjoying torturing her young nephew. "Oh, look, Teddy! See the pre-cum oozing from the tip of your prick? You must be terribly excited, darling!" She smiled as a droplet pre-cum appeared and dangled from his cock. "I am, Auntie Pauline! I'm really turned on!" Teddy said, his balls writhing in their scrotal sac. "You must be very horny young man, just like your brother. Tell me, darling, when you jacked off outside my bedroom door, did you do it-- until the cum shot out of your cock?" Teddy winced. "Don't make me tell, Auntie!" Pauline raised her hand towards Teddy's quivering penis. "But I want you to tell, nephew." To his immense relief, her warm hand closed around the shaft. "It's OK, Teddy- you can share your secrets with Auntie." Pauline gave his cock a little squeeze. "Go ahead- trust me." "Yes, Auntie!" Teddy was wincing with the exquisite pain of confession. "I did it three times every night I watched you. I had to wipe the stuff up off the floor most of the time 'cause I was afraid you'd see it!" "But I would have loved to have seen it, Teddy! Did your cock shoot off real good?" She began to stroke his hard-on. "Auntie isn't angry- she's glad that you got all excited watching." Pauline was stroking Teddy now- very slowly so he wouldn't cum too soon. "Auntie's happy that you watched your brother fuck her cunt. She's hoping you shot your cum extra hard because you were looking at her tits swinging as Roger did Auntie from behind." She was jerking Teddy more quickly now. "Auntie likes that you watch her. If you want, you can watch again through the keyhole tonight. But this time, leave the sperm on the floor for Auntie Pauline to step in it later..." Then, as if she'd just had an idea, Pauline slowed her hand. "Would you like Auntie Pauline to help you shoot as hard as possible? I'd be happy to help you feel your best. Would you like me to help you shoot, Teddy?" "Auntie!" he said, his eyes widening. "Your cock is very hard, Teddy. There's pre-cum oozing from it. In a few minutes, the cum will want to squirt out the little hole in the end. It clearly needs to shoot just as hard as we can get it to." Pauline let go of his cock and held out her palm. Bending over, she lowered a big loogie of spit into it. "May Auntie help you, just for today, Teddy? If you let me help, I think your cock will really feel good." Pauline's cunt was sopping now, and it made a wet noise as she shifted position on her knees there on the floor. The rank smell of her swollen hole drifted up to Teddy's nose. His cock jerked. Making sure that Teddy was watching, she reached down between her legs. "Are you sure it's okay to do this, Auntie? Are . . . are you. oh . . . oh shit!" The boy gasped as Pauline, making wet sluicing noises, gathered a hot gob of her own steaming cunt-juice in her hand and brought it up to her nephew's twitching penis. "It's OK, Nephew-- yes...don't worry-- Auntie will never tell..." Smiling, she applied her pussy-juices, with great care, to his virgin cock. Pauline stroked, and Teddy's organ jerked. "Smooth enough for you, little Teddy?" Pauline was whispering to him as she wiped the smooth sliminess of a woman's cunt secretions all over his cock for the first time ever. "Is Auntie touching you just right?" With her free hand, she tickled his most sensitive spot, just under the glans, with the tip of her fingernail. "Yeah! OhI . . I'm gonna shoot it if you don't stop touchin' me! You don't want me to do that, do you?" the boy asked breathlessly. "Actually, Teddy- Auntie would like that very much! Wouldn't you love to release your load, darling? Won't your cock and balls will feel just wonderful while your cum is shooting out through your hard prick? Imagine how your cock will feel at that moment, darling! You do want to shoot your load, don't you, Teddy?" "God, yeah, Auntie! My balls are aching! I wanna do it! I . . I gotta!!" "OK, darling, Auntie understands. You need to cum. Let Auntie Pauline help you shoot off real hard." Pauline slowed and firmed her strokes. She reached under and gently stimulated his sensitive balls. "I'll squeeze your balls real lightly— like this, and give your beautiful prick a few last strokes. There! That should make your jism flow. Now you can shoot your cock real hard for Auntie." she whispered, moving her hand up and down on his rock-hard prick. "Ready?" "Oh God. Oh God!" Three times Teddy grunted, and three times he shoved his prick into Pauline's hand as hard as he could. By the third time, she was still stroking his shaft—but was also palpating the thick tube underneath the bottom of his prick. Pauline's fingers caressed it just right. Suddenly, a bulge rippled through that tube. It was the first thick sticky wad of her nephew's sperm forcing it's way out of his balls and into the air. Deftly, Pauline repositioned to make sure her face was in the way. The grim look on Teddy's face was precious, as the boy watched wide-eyed-- spurt after spurt of cum shot from the head of his cock and splattered all over Pauline's face. "Oh, Teddy! Yes! Come in my face! Oh, God, yes! Squirt it! Shoot it out! Cover my face! Do me!" The cock was still pulsing hard. His cum was jerked all over his Aunt's face. Pauline felt two final bulges in the base of Teddy's cock as he dribbled the last of his seed out onto her hand. With that hand she held his wet prick. With her other, Pauline rubbed his thick white cum all over her face. While Teddy stared, she applied it to her cheeks, her closed eyes, her nose. Then she opened her eyes and smiled at him as she licked her fingers, shoving her hand into her mouth to lick all the cum off. "It tastes so good, darling! And there's so much of it! I want to suck every last drop of cum from those darling balls of yours!" she said, engulfing his oozing prick with her warm wet lips. Teddy's cock was very sensitive after he shot off. He felt every move of her tongue and lips against his prick head. He felt her teeth gently nibbling at his cock, felt her sucking him, draining his cock of jism. A lot of cum had dripped from his prick onto his balls. She was soon busy licking his ball-sac, too, running her tongue down his cock to his balls, moving them around and washing them. She sucked one of his balls into her mouth, then the other. He felt the warm moistness of her eager mouth on his balls as she sucked them ever so gently. Pauline rested her silky hands on Teddy's smooth legs and felt his body relax after his wild orgasm. She knew that he still had many more such orgasms left in him. She knew that his prick would stay hard as long as she teased him with her luscious body. She needed his untiring cock and his youthful passion to satisfy the burning need that smoldered between her legs. She had given her nephew a taste of sexual pleasure. Now she would lay out the entire feast before him.