His Hot Aunt Pt. 02

"Are we still planning on going out?" Sandy questioned, also leaving her seat.

"We'll see," Lisa replied, taking Sandy's hand and leading her to the couch, "But first we need to have a little talk."

James could see the unstable sway both women had as they made their way to the family room. He pulled the cork on the bottle of dessert wine and poured three glasses. He put a stopper in the bottle and returned it to the fridge before joining the ladies. He offered them each a glass then was about to sit down across from them when Lisa motioned to him.

"Come here and join us on the couch," she said, sliding closer to Sandy and patting the cushion beside her, "There's plenty of room next to me."

He sat down next to his Aunt with his right hand going to the back of the couch while his left held his glass. His attention however was focused on two pairs of shimmering legs close at hand. James looked up to see both Lisa and Sandy smiling at him. He took a long draw on his glass. Lisa leaned over, setting her glass on the coffee table and as she sat back, let her fingers glide up Sandy's calf to her knee. Sandy jumped slightly, not expecting her boss to get so 'touchy feely' with James right there. She got even more of a shock with what Lisa did next.

"I had an incredible time Saturday night with you," leaning in to kiss Sandy briefly on the lips.

Sandy was stunned Lisa would be so candid about their tryst in front of her nephew. 'Maybe it's all the wine,' she thought as she held Lisa's gaze. She too was noticing the effects of all the alcohol she'd consumed, feeling a little light headed and extremely horny. Drinking always did that to her as far as making her randy but that wasn't the only reason she was turned on. Having James lustful eyes on her was also fueling the fire.

Lisa pulled Jimmy's hand off the back of the couch and put it under her arm and on her right breast. She felt him tense up for a moment and then relax, as she held his hand in place. 'It's now or never,' she thought, leaning back into Jimmy.

"There's something I need to tell you," watching Sandy's reaction, "Jimmy came home Saturday night rather than spending it at his friends house. He showed up around the time you and I were...fucking." The look on Sandy's face went from shock to concern in a blink of an eye. She looked from her boss to James then back again before Lisa continued. "He saw everything."

"Okay...Umm...Well I..." Sandy was stumbling for words but Lisa rescued her distraught friend.

"I wasn't totally honest with you that night," pausing for effect, "I was fantasizing about Jimmy but Jimmy and I had slept together the night before. And when I say slept, I mean fucked."

Sandy's mouth opened as if to say something but no words came.

Lisa went on, "The reason I...we had you over tonight was to ask if you'd like to watch us fuck? He heard that too."

Aunt and nephew watched Sandy absorb the information then process it. It took several moments but eventually a smile crept across her lips and she simply nodded. Without a word, Lisa stood, pulling James to his feet. She retrieved her glass and offered her free hand to Sandy, helping her to stand then led her around the couch toward the hall. James was frozen in place, coming to the realization this was about to happen.

"C'mon stud...The show's about to start," his aunt said seductively, snapping him back to reality. He drained his glass and left it on the coffee table as he sheepishly followed.

In the bedroom, Lisa took Sandy's glass and set it on the night stand with her own. When James approached she took him in her arms and kissed him deeply. It only took a moment before he was kissing back with equal passion. Hands roamed with James' coming to rest on Lisa's firm ass, kneading the resilient fleshy orbs. Lisa's hands moved up and down her nephew's back then traveled down his sides until they reached his waist. The intensity of the kiss increased until both had to separate and catch their breath.

Lisa unbuttoned James' shirt then shifting to his shorts to get at the throbbing beast inside. He let his shirt fall away but became nervous when his Aunt yanked down his khakis. Looking to their guest, James could see Sandy was enjoying the show, especially now that he was completely naked in front of her. Deciding he wasn't going to be the only exposed individual in the room, he lifted the hem of Lisa's dress up until it reached her bare breasts then he worked it the rest of the way over her head and tossed it on the floor.

Lisa maneuvered James to the bed, pushing him down onto his back before turning to Sandy. She kissed her full on the lips then began unbuttoning her shirt. James watched in total fascination as his aunt undressed her friend. His cock ached for attention but he wasn't about to touch it and take the chance of an early discharge. Once Lisa had Sandy's shirt off, she kissed her again as she ran down the zipper of her skirt. It settled to the floor with the rest of the clothing, leaving Sandy in nothing but her sheer black suspender pantyhose, black silk panties and burgundy heels. James could see the bulge in her panties and the circular wet spot just below the waistband.

James stifled a moan as he looked at the two nylon clad women before him. He was still nervous but very excited. He watched Lisa kiss Sandy again then climbed onto the bed with him, moving him to the middle of the king sized mattress before straddling his chest in a 69 position. His hands immediately went to her silky legs, gently caressing them. That's when he noticed her nylons were missing their gusset.

"Get those panties off and come join us," Lisa patted the bed.

Sandy lowered her underwear then walked around to the other side of the bed before lying down next to the pair in the same orientation as her boss so she had a perfect view of James' cock when it went into Lisa's mouth. She propped herself up on an elbow and bent her knee, brining her leg into contact with Lisa's and shielding her rampant erection at the same time. She seemed nervous around James, in her current state of arousal and undress. Feeling the warmth of Sandy's leg, Lisa gave her a sexy smile then scooted back, positioning her dripping sex above her nephew's waiting mouth. Taking a hold of the base of his rigid dick, she pointed it straight at the ceiling.

"Let's show Sandy how we get ready to fuck," Lisa purred, lowing her pussy to James' face.

James went into action, drawing his tongue along her dewy petals. Lisa gasped then slowly circled her tongue around the crown of his cock before sucking it into her mouth. He let out a low groan and increased his oral assault on his aunt's delicious cunt. His hands went back to caressing her ass and thighs while his tongue probed deep into her wet valley. Lisa now slowly swallowed James' cock, releasing her grip so her lips left a ring of lipstick around the base. As she lifted off, her hand encircled him, following her mouth to the peak then leading it back down.

Lisa bobbed slowly at first on the steely member, gradually increasing her speed. James kept pace with her in their race to orgasm. The steady hum of their muffled moans let Sandy know they were both headed to the finish line.

As his stroke reached the bottom of his aunt's thigh, James made contact with Sandy's calf and momentarily froze. The texture of her nylons was slicker than the velvety consistency of Lisa's. His hand lingered then glided along Sandy's calf before returning to Lisa's leg. He began caressing both legs each time his hand came down, sending a shiver through Sandy with every pass. That minor change in stimulation made him focus more on Lisa's drooling sex. His lips closed on her stiff clit while his tongue lashed it without mercy.

Lisa crossed the finish line first, removing James from her mouth and crying out while grinding her pussy into his face, "Oh YES! YES! AAAAAAHHHHHHH!" She then made low growl and went back to her nephew's throbbing cock.

His face was slick with his aunt's juices but he wasn't ready to let go of her clit. He removed his right hand from her leg and found her jiggling breast. He cupped it at first then focused on the firm nub at its peak. This made Lisa moan around his cock, sending wonderful vibrations along its length. He then heard a soft moan coming from his left, that's when he realized his left hand was now continuously stroking Sandy's calf.

Sandy was transfixed by the show she was witnessing. Watching her boss sucking her nephew off like it was her only mission in life was just too arousing to describe. The two of them moaning and slurping at one another was HOT! They were both on the verge of orgasm but when she saw Lisa release James and cry out in ecstasy, she nearly came herself. She was enjoying James' casual stroking of her leg as well but once his Aunt began to cum, his hand stayed on Sandy's calf, increasing her stimulation. Her cock was leaking a stream of clear liquid onto the sheets. She heard a low groan coming from James as his body stiffened with his release, making her mouth water for a taste of his spewing cock.

Lisa vacuumed up every thick rope of cum James gave her, swallowing it with ease. As his spurts began to slacken, she held the remnants in her mouth until she was sure he was finished. She leaned toward Sandy, bringing her lips into contact with hers. Her tongue probed Sandy's lips and when her mouth opened, she gave her a special present of her nephew's seed.

Sandy wasn't expecting the kiss Lisa gave her nor the mouth full of cum but she hungrily accepted it and feverously kissed back. They made out for a few minutes, ending with Sandy licking around Lisa's lips to make sure she hadn't missed a drop of her generous gift.

Lisa's pussy was pulled from James when she kissed Sandy, giving James a view of their make-out session. His hand hadn't left Sandy's silky leg; in fact it was gripping firmly. The intensity of their kissing was having an effect on him as well. His cock never lost its stiffness and was throbbing again. Both women noticed this too.

"It looks like someone is ready for more," Lisa teased.

"I can see that. Is he always this quick to bounce back?"

"Pretty much, yes. Ah youth, what a wonderful thing!" They both giggled at that.

James felt his cheeks warm at the comments from the ladies. He wasn't sure why he blushed but he couldn't help it. Lisa dexterously spun around to straddle him once again. His hands went to her breasts like they had a mind of their own, squeezing and kneading them skillfully. Her hands covered his as Lisa leaned slightly forward.

"Why don't you put that nice hard cock into my wet pussy," Lisa purred.

But when James looked up at her she wasn't facing him. She was looking at Sandy who was now sitting up next to them. His heart pounded in his chest at what his aunt had said. Sandy too looked momentarily stunned by the request but quickly recovered and moved closer to help. James could now see her cock uncomfortably close. It was slightly shorter than his and noticeably slimmer but every bit as stiff.

He jumped when Sandy's warm hand closed around his shaft and maneuvered it to Lisa's waiting pussy. He felt her slowly stroking him before pushing the head of his aching member into his aunt's slippery folds. As Lisa slowly lowered herself down his length, Sandy reluctantly released him.

Lisa moved her hands to the bed, flanking James' shoulders, freeing his to resume their work. Sandy had lain down on her side facing him, once again propped up on her elbow. As before her leg rested against his aunt's but now he had a clear view of her rigid dick. His hands moved to Lisa's hips, helping her bounce on his hard cock. He focused on her jiggling breast and sensuous nylons to take his mind off the stiff penis less than a foot and a half away. His left hand made its way down her thigh and eventually ran into Sandy's calf. Again he froze, glancing at Sandy. She gave him a sexy smile, moving her leg up to give him more access to her.

The look on her face as she watched them had James questioning what Sandy was thinking at that moment. 'I can't tell if she wants to be fucking Lisa right now or riding my cock like Lisa is or...' his thought trailed off there, with him not wanting to explore the final obvious option available. He felt frustrated with the conflicting emotions he was feeling toward Sandy. His gaze traveled down her form, taking in every detail. Her pretty face, her supple bouncing tits, her flat stomach and trim waist all conflicted with the six inch pulsating cock pointing at him from between her sexy legs. And yet he moved his hand over her firm calf like she was any other woman.

"OH FUCK! I'm cumming again!" Lisa announced, snapping him out of his pondering.

Lisa's shook violently as she was consumed by her orgasm. James could feel her pussy clamping down on his cock while she ground herself against him. He was thrusting up at her to help keep her pleasure going but he wasn't in the best position for driving into her spasming sex. Lisa collapsed forward but continued her hip gyrations. She wasn't through cumming yet.

James wrapped his arms around Lisa and rolled to his right, putting him on top and letting him pump into her more vigorously.

"Yeah baby, fuck me...fuck me good! Oh yes...Yes...YES!"

Lisa's velvety legs closed around his waist as he took over, pounding her harder and faster. James looked over at Sandy. She was watching intently, biting her lower lip as her hand slowly stroked her own cock; another conflicting image that he couldn't ignore. He shifted his attention back to fucking his Aunt, hammering into her like a mad man. Lisa came again but his powerful strokes continued.

"FUCK YES!" she screamed trying to meet his thrusts with her own.

When her orgasm began to subside, she opened her legs and pushed James back with her hands. Lisa rolled from under him and nearly onto the floor. She clambered to her hands and knees in front of James, ready for more.

"C'mon baby, fuck me like this," she purred, "Show Sandy how you can fill my cunt with your cream."

James positioned his cock and stabbed it back into his Aunt's wet tunnel. He buried himself to the hilt, holding her ass tight against his hips. They both moaned in pleasure. Lisa dropped her shoulders to the mattress as James began slowly fucking her from behind. She thrust back into him as he drove forward. He picked up the pace and soon was slamming into her pussy at a blinding rate. The sound of their bodies colliding echoed through the room. The wet slaps of each impact and the snug grip of his Aunt's tight pussy pushed James closer and closer to a powerful release. He wanted to cum. He wanted Sandy to see him cum in Lisa. He wasn't sure why it was important but that's what he wanted. Lisa cried out again and the vice like grip she held him in was all he needed.

"AAAAHHHHHH," he cried as he emptied his balls into Lisa's convulsing pussy.

He made several more erratic thrusts before he finally laid over Lisa's back panting for air. Her pussy continued to milk him for every last drop of his sperm. He could feel Sandy's eyes on him but he didn't want to look at her, suddenly feeling embarrassed about his actions. He eventually tipped to his right, taking his Aunt with him. They were both trying to catch their breath. He had his eyes close and his back to Sandy, holding Lisa close to him; his cock still embedded in her warm wet depths.

It took several minutes for his breathing to return to normal. His cock had gradually deflated and was about to slip out of Lisa's pussy when he felt Sandy shift on the bed behind him. Her warm breath was on his ear and he felt her hand glide along his hip. As she leaned closer her erect nipples poked into his skin and he felt something hot and wet touch the small of his back.

"That was so sexy to watch," Sandy's voice a sultry whisper, "Thank you for asking me to join you."

James rolled to his back causing Sandy to shift back slightly. His cock pulled free of Lisa and she let out a disappointed groan but didn't move. He hoped to protect his back side from any unwanted intrusions however once he was settled; Sandy placed her leg over his and her arm across his chest. This put her hard cock firmly against his hip and her breasts against his chest; once again in his mind, another conflicting situation. Her warm breasts pressed against him and her silky leg sliding over his felt amazing but her stiff prick jabbing him in the hip was a serious distraction.

"Um...I'm glad you...Um enjoyed it," he replied nervously not looking her in the eye.

"I liked having you caress my leg," she moved her leg over his as she said that. "It made me feel like I was part of the fun."

James smiled and gave a shrug not wanting to meet her gaze.

"Lisa doesn't seem to mind your pantyhose fetish."

This brought color to his face.

"You're not embarrassed are you? I think it's sexy," she said placing his hand on her thigh.

"Well I...You know I..."

"I kinda have a pantyhose fetish myself...I love wearing them. Have you ever worn them?"

"NO!" he lowered his voice, "I mean no...not really. Not in public or anything. Just once... with my girlfriend...Ex-girlfriend. It was her idea...well a dare actually but I..." James realized he was rambling. Sandy was just smiling at him.

"I'm not judging you, I was just curious. Lighten up. It doesn't make you any less a man for doing it, especially if you're having fun."

James was silent.

"Are you okay? You seem uncomfortable. Am I making you nervous or something?"

Again James shrugged and removed his hand from her leg; not wanting to look at her.

"It doesn't make you gay ya' know?"

"I know. She and I were just having fun..."

"I'm not talking about that. I'm talking about you being attracted to me."

James' eyes suddenly found hers. She continued.

"I've seen how you looked at me before. I thought it was the whole pantyhose thing at first but then tonight when I got here you seemed different. You didn't want to look at me and when you did it was rarely in the eye. It was like you knew something that bothered you. Then when Lisa mentioned you saw us the other night, it all made sense."

"I'm sorry; I just didn't realize...You know...it was a surprise..."

"I bet it was but that's why I'm telling you this: It doesn't make you gay."

"But you're...You've got a..."

"Cock," she finished, "Yes, I was born with a cock just like you but I never felt like a boy. I always felt outta place. I wanted to wear dresses, tights, makeup like other girls but I was told it wasn't right. When I graduated high school I decided to change all that. I started hormone therapy and went to college as a woman. I've never looked back."

"So you are a woman in a man's body?"

"I guess that's the simple explanation."

James gave her a confused look.

"I guess you'd say I'm bisexual but maybe not necessarily by the standard definition. I like both men and women but I take on different roles with each. When I'm with a woman...like your Aunt, I take the more masculine role. I want to be the one doing the penetrating, I like being 'the top' if you will."

James had heard the term 'Top' before but never understood the meaning when referring to sex.

"I love fucking women, feeling my cock sliding in and out of their pussies is amazing, right?"

James nodded and continued to listen.

"But when I'm with a man, I want him to treat me like a woman, kiss me like a woman, and fuck me like a woman because that's what I am. Deep down inside, I'm a woman. Just because I don't have the right plumbing doesn't change that, at least not to me." There was a long pause as Sandy let James absorbed that.