When I was 11 my dad died suddenly. An only child, my mom raised me the best she could and worked full time, but times were tough. Fortunately my dad's sister, my Aunt Pam, lived in town and she was very helpful to me and my mom. I spent quite a bit of time with her in my teen years, and many days after school I would go there instead of home, and would often stay the night when my Mom worked late (she had a second job as a waitress).
As I turned 13 I was of course perpetually horny, and incredibly curious about the female body. Being quite naïve, and shy, I was never able to talk to anyone about my feelings and whether they were normal or not. One Friday afternoon I went to my Aunt's house from school at 4:00 and she wasn't home (not unusual as she worked part-time as a book keeper for an attorney). I let myself in, had a snack and watched some TV. I had to take a whiz and went to the bathroom upstairs, and as I was urinating I looked into the corner and saw a small pile of clothes on the floor next to the hamper. Lying on top were some frilly things that were obviously my Aunt's under things. Of course my radar went off and as soon as I was done peeing I picked the clothes up and began to inspect them. I had NEVER been aroused by touching women's underwear before (the only ones I had seen before were my Moms...) and as I felt Aunt Pam's silky bra and panty girdle I became rock-hard in seconds.
I had been masturbating for about 6 months at that point. After a series of wet dreams the previous summer I had learned how to hump the sheets on my bed to cum. This was a perfect opportunity since Aunt Pam wasn't home. I remembered she had a collection of catalogs and magazines she kept in her den and made a beeline there. I found a new Sears catalog and ran back to the bathroom, shutting the door (I had looked through the Sears and Pennys catalogs before and had gotten aroused at the pictures of women modeling underwear).
I was so hard I couldn't stand it. I quickly tugged my pants and underwear down around my ankles, spread my legs apart and started to play with my hard little (maybe 4'?) penis. I flipped the catalog open to a page that showed older women modeling girdles and bras and placed it on the floor between my feet. I grabbed the panties I had found earlier and began to rub them up and down my erection, and began fantasizing about what it would be like to see a naked woman and have her touch my hard-on. I was so lost in what I was doing that I didn't hear my Aunt come home until she was walking down the hallway towards the bathroom. I panicked, quite literally, and pulled my pants back up and exited the bathroom in a matter of seconds. I don't know why I felt like I had to leave quickly; the door was closed and she couldn't have 'caught me' unless she barged in (which she wouldn't have) but I simply wasn't thinking. As I came out of the bathroom room I gave her a quick and shaky 'hi' and headed downstairs to watch TV.
About 10 minutes later Aunt Pam appeared, and she had changed from her work clothes into her pink terry cloth robe (which she always did - she loved that robe). Pam was about 50 years old, had been married and divorced years earlier, and was really rather plain. Heavyset, short brown hair (some going gray) she had nice eyes and a nice smile, and big breasts which I noticed but honestly never fantasized about. My masturbation fantasies consisted of girls in my school and TV stars (I jerked off thinking about Marcia Brady 100s of times when I was young, and still do occasionally...). In any event, Pam had a serious look on her face and instead of heading into the kitchen to fix dinner (as was her routine) she told me she needed to talk to me.
It was at that instant I realized I had royally screwed up. I had left the catalog open on the bathroom floor, and her bra and panties there too! My heart started beating 1000 times a minute, and I must have blushed five shades of red as she sat next to me on the couch. She told me she had found her 'delicates' (as she called them) on the bathroom floor along with the catalog. She was silent for a minute, and then took my chin in her hand, forcing my eyes to hers. She said very calmly that it is perfectly normal for a young man to be curious about women and their bodies, and it was natural to become aroused when seeing things like women's underwear. I just nodded my head. I didn't know what to say. She then proceeded to tell me that she understood it must be hard for me without my dad around, or a 'male presence' to talk to me about women, the birds and the bees and sex. I just nodded my head again. She gently smiled and said that since my Mom wasn't really the type to be comfortable talking to me about it that she would be happy to tell me anything I wanted to know.
I was still dumbfounded by all of this, and just looked down. It all made ME very uncomfortable, but it was obvious my Aunt was trying to reach out and help me. After many seconds of awkward silence she asked if I had begun to 'experience wet dreams'. I of course had and told her yes I had a couple. She said that's great, that's perfectly normal. She then asked if I knew what masturbation was and if I did it. I blushed again and simply looked down and nodded my head yes. She took my chin under her hand and again lifted it to look at her, and she told me it was nothing to be ashamed about and many boys AND girls my age and adults liked to touch their bodies in their 'private places' because it felt good. Her talk really did make me feel better about myself and that I wasn't a total pervert, and I began to relax just a little.
Aunt Pam went onto ask me if I had a girlfriend yet (I told her no). She wanted to know if I had learned about the 'birds and the bees' in Health Class at school and I told her we had just a few months before. She was curious as to whether they showed the students real pictures of male and female anatomy parts or just drawings. I explained that the teacher just drew them up on the blackboard, but I knew all about how babies were made. What she said and did next shocked me.
Pam said that it would be to my benefit if I could see what a girl's body looked like for real. She went on to tell me I would be much less confused as I thought about these things, and would be a much better boyfriend and husband as I got older. She suggested ever so quietly and gently that she would be happy to let me 'view her body' (she was very proper with her speech and manners, which to this day I'm convinced made this entire encounter that much more exciting). Pam was very serious as she told me this, and said several times that if I was OK with it, then it must be our special secret, never shared with anyone else. As my tiny, testosterone-charged brain tried to process all this, my penis began to stiffen with the thought of actually seeing a naked woman (even if it was my older, somewhat chubby Aunt). It had been a constant, daily obsession of mine for the better part of a year and it now was about to come true. I mustered all my courage (as I was naturally scared silly) and said I WOULD like to see her body.
Without any fanfare or words, she simply stood up from the couch and turned towards me. She untied the belt on her robe and slowly let it fall open. Expecting her to be naked underneath, I was on the edge of my seat, and mere feet from her. I was slightly disappointed, and then happily surprised, when I saw she was wearing a bra and panty girdle very similar to the ones I had been fondling just a short time before in the bathroom. This pair was white (the ones in the bathroom were tan) the bra an underwire type (36D, I had looked at the tag) with lacy cups. The panties were actually a girdle pulled up to the middle of her stomach, helping to restrict her somewhat ample belly. It had a lace panel on the front and down the sides. As Pam held her robe open with her hands on her hips, she smiled down at me and asked me what I thought. I told her she was beautiful and I really meant it. I was completely hard and had my hands in my lap, trying not to touch my penis. Pam asked me if I was becoming aroused, because boys usually do when they see a woman undress, and I told her I was. She was happy about that, and said 'Good! You're normal' and laughed.
She removed the robe entirely, and then reached behind her back with both hands and unsnapped her bra. Ever so slowly she let the straps fall forward, and then she let it fall off her big breasts. She had surprisingly small nipples, very pink, and they were sticking out - they looked EXACTLY like brand new pencil erasers. Pam spoke no words; she just put her hands on her hips and spun around like a model. She then looked at me and said 'Ready?' and I shook my head yes as I stared at her breasts. She hooked her thumbs into the waistband of her girdle on each hip and thrust them down - there was no taking her time. As they reached her ankles she stood up straight and kicked the girdle aside. I stared in awe at the lush triangle of hair between her legs. It was thick and black; much thicker and more pubic hair than I ever would have imagined (actually to this day I have yet to meet a woman with more pubic hair - I think Aunt Pam was au natural and rarely trimmed or shaved).
She moved very naturally to sit next to me on the couch. She took my right hand and placed it on her breast and encouraged me to squeeze it ('gently please, don't be rough'). As I did she asked me again if I was aroused and if I had an erection. I told her I did (in a very shaky voice...) and she proceeded to tell me that it would be perfectly fine if I wanted to masturbate while looking at her body. I said 'REALLY?' and she just smiled and said yes. She again reiterated it was 'our little secret' and told me to get comfortable. She tugged at my shirt playfully and I took it off, and was suddenly feeling very uninhibited to the point I simply dropped me pants and underwear in one swoop and plopped back down on the couch. As I was sitting down, Aunt Pam was standing up and her eyes fell to my erect penis, sticking up towards my belly. She smiled and told me 'I bet it feels good to pull on that' and that's what I began to do. As I did so she returned her hands to her hips and began moving them back and forth, and slowly spinning around. As I mentioned, she was no model but as I saw her naked ass bouncing before me I thought I had died and gone to heaven. I tried to use slow strokes but it was extremely difficult. Pam turned towards me and stepped closer, and was now within arms reach of me. Her right hand slid over her belly towards her vagina, and she delicately parted her pubic hair and began running her middle finger up and down her slit. I was entranced by this, and she smiled again at me and told me this is how 'ladies like to make themselves feel good'.
She continued to rub her finger up and down, not intensely masturbating but obviously feeling horny and sexual. I had stopped jerking for a few moments, and when I resumed Pam suddenly knelt down before me with her face a mere few inches from my erection. Without saying anything she nudged my hand out of the way and replaced it with her own. She stroked my cock for no more than 10 seconds as I stared at her breasts swaying before me and soon I was about to cum. She obviously sensed it and she moved forward, rubbing my cock with her hand while pressing it firmly between her breasts. I ejaculated more than I had ever before in my young life, coating her lower neck and left breast with my liquidy white semen.
As my breathing returned to normal, Pam retreated to the kitchen and returned with a warm wet dishtowel, mopping up the mess I made on her chest and breasts as she walked back into the living room. She again knelt before me and proceeded to tenderly clean my still-hard cock and my own (sparse) pubic hair of semen. After a few minutes of silence, Pam suggested that the proper way to clean up was with a shower, and told me to follow her. Now mind you we were still naked and I was still hard (oh to be 13 again) as I stepped into the steaming hot shower with her. I wasn't expecting any more shenanigans until she turned her back to me and began to wash her hair. I was staring down at her large, naked butt when her left hand snaked around behind her and began massaging my erection. She then pressed back against me, wedging my penis between her soft ass cheeks. As she humped her ass back against me, her hand went between her legs and she masturbated in earnest. She came with a guttural groan and shuddered as I slid my cock up and down her wet soapy ass, and also came again for the second time in about 20 minutes all over the floor of the tub.
We dried off from the shower, dressed and had dinner. We had a very long, open talk about sex and she told me that it had been years since she had had sex and she missed it very much. She said she treasured our relationship and wanted to make sure what we had done remained our secret (it did). We had one other encounter about a year later under similar circumstances (alone, mom at work), and Aunt Pam then moved to the West Coast to take another job a few months later. Today she is in her 80s and still living on her own. I still fantasize about those special times with her, and my indoctrination to sex.