I was almost 12 when it first happened.
My Mom owned a small two room summer cabin in an older resort beach area. Her best friend, Anne, who lived at our house, also had a young son, Rob, he was only 8. Anne, would stay at our cabin through the week so us kids could have a holiday and my Mom would come down on the weekends. So all week we’d be there alone with Anne. Anne was about 40 at that time. Dark hair, nice looking and a robust woman.
One night about a year before, at home, I stayed up late because I knew Anne bathed after we were in bed. Mom was at work and Rob was asleep. I remember standing at my bedroom door and watching Anne as she walked naked to the bathroom past my door. She had large heavy breasts with great reddish nipples and I was excited to see real mature ones like that. I waited awhile and then pretended to have to go pee and walked into our bathroom. Anne was in the tub, naked in her glorious body. I went back to my bedroom and jacked off to sleep.
Ever since then I had a lust for Anne. Yes, even at 11 years old. Down at our cabin, I often played sex games with other vacationing young girls, but that didn’t usually amount to anything except me jacking off in the bushes. Girls my age had no tits and I loved Anne’s big ones. The girls did like seeing a cock for the first time though and mine was already almost 6 inches long!
The cabin had one large room as a living room with two bunk beds and a foldaway double bed. It also had a tiny bathroom and kitchen. Rob had the bottom bunk and I the top while Anne slept across the room in the big bed.
One night, little Rob was asleep and I was in my top bunk bed, trying to get my pajamas unwound before going to sleep. Anne was in bed across the way reading a novel with a small light on. As I fiddled with my pajamas and took off my shorts to get into them, I started to get an erection. First trying to hide it and then wanting Anne to see it. I fiddled around with the clothing for way too long and it must have been obvious that I was showing off my cock to Anne. At one point she put down her book and just stared across the room at my cock.
This only sent me into a huge heart-beating thrill and I displayed for her while trying to make like it was accidental and I didn’t realize she could see it. After a while I slipped under the covers and was almost asleep when Anne turned out the light. I thought that at least in the darkness I’d be able to jack off under the covers.
That was when I got my brainwave idea. After a while I carefully slipped off the bunk bed, approached Anne’s bed and whispered to her that I was a little cold and could I snuggle in with her for a while to warm up. She answered that it was okay if I was cold and pulled aside her covers for me.
Now my heart was pounding as I pressed in close to her. Gawd she was warm. I cuddled into to her, feeling her nightie as I did and knew she wore no bra or panties. Of course at 12 years old I knew I wanted to feel her all over but knew it couldn’t be obvious. I was also afraid I’d come by touching a beautiful, mature, big breasted 40 year old woman! My cock was very hard all this time and I had tucked it between my legs so she wouldn’t feel it.
She was very relaxed next to me and was breathing silently. I pretended to be falling into sleep and allowed one hand to move onto her breast. Gawd that was the thrill of my young life so far! Holding one of her huge breasts! I wanted to get up and jack off right then but knew I couldn’t let go of her lovely boob. My hand only covered about one third of it. I just lie there wondering what I should do next. My cock was throbbing from being so close to them.
Anne started to breath more evenly. She was sleeping I thought. But even then I knew she must have felt the sexual tension. I was almost delirious with pleasure and excitement. Lying next to an older woman who I thought was so sexy.
As Anne continued to breath evenly I began to move my finger absently across her nipple, as if I was twitching in my sleep. I don’t think I imagined it, but she paused a moment as I did, and I sensed her breathing quicken. I moved very stealthily to put my hand under her nightie top and now held her bare breast, the nipple in my palm. My cock was about to cum on its own now and I moved my legs apart, allowing it to touch against her thigh. She breathed a sigh as if asleep but let her hand slide under the covers until it now touched my hard cock. That sent ripples through me. I wanted to fuck her hand and she even turned it slightly and was suddenly holding it! Not acknowledging anything but that she might be dreaming in a deep sleep.
I was ecstatic of course. My heart pounding enough to bounced us both off the bed. Of course Anne couldn’t knowingly touch me in any sexual way. I wondered if she was feigning sleep herself?
I was so sexed up at that point that I couldn’t control anything I did anyway. I continued to stroke her wonderful breast and she breathed another huge sigh and turned toward me. Both her breasts now right before my face. Anne was breathing steadily as I slowly pulled away her nightie top and freed those huge white breasts. I had seen enough and my father’s porn magazines to know that you sucked them when they were there for you. He was long gone now but his legacy was leaving those magazines for me to learn about sucking, fucking and sex! Mom never knew I found them.
I finally held one breast in both hands and began sucking the nipple softly. I was in heaven. I’ve been a breast man ever since! Anne’s heat was now intense and my cock was throbbing. She continued breathing and still seemed to be sleeping. I was afraid that if she awoke, she would send me back to my bunk. IF she was sleeping at all. It never occurred to me then, but if she liked what I was doing, she couldn’t let me or anyone else know that she was even aware of it.
I finally moved one hand to her warm thigh and raised her nightie higher until I could put my fingers on her pussy! This was paradise. The girls I had played with so far in my life had hardly hair at all. Anne’s pussy was a wonderful dense bush! I began stroking it softly, it was wet and slippery, and my finger kept slipping into the moist crack. Gawd it felt fabulous.
Anne’s pulse was beating harder now, I felt it at her breasts. Now I knew I was going to try to get my cock in there. I shifted quietly closer. Tried raising my hips over her thigh. But was afraid she’d wake. Moonlight began coming in the window above and I pulled the blanket down to show Anne’s breasts. They were actually big and saggy, the nipples as wide as silver dollars but at that time I thought they were magnificent! I sucked them both in turn. Her hand shifted again and now she again held my cock, closing her hand around it, still breathing as if sleeping. Then her hand started to move on it and in less than a minute I came.
It was the best orgasm I could ever have imagined! She MUST have been awake to do that but remained passive as I breathed hard and tried to still my heart. But it wouldn’t go down, my cock stayed hard and the sight of those breasts spurred me on.
I tried shifting in various ways to get my cock in that dark pussy but without getting on her and causing her to wake it was impossible. I stroked it more, now letting my fingers slide in and out of that lovely slippery hole. I tasted one finger and wondered what it would be like to lick a pussy like in the magazines? It was like an olive oil texture. My cock grew even harder and seemed biggest yet!
Anne suddenly breathed deeply and twisted around, as if she was in a deep sleep now, her back to me, robbing me of the delight of her great breasts. For a moment I was unsure of what to do until her hand fell behind her back and again touched my still hard cock. I was trembling with excitement now. I shifted forward until she held my cock firmly as she moved her rear closer and I suddenly got the idea.
I moved close and the fit was perfect, spooning with this wonderful 40 year old woman, the 12 year old had his very first perfect fuck!
I slid easily into her. It was so hot in there and so slippery. I tried as much as possible to be slow and give her some pleasure too. But pushing my cock all into her wonderful pussy was too much and it drained once again. My head was spinning but I resolved to try licking that pussy sometime. Anne sighed and turned back onto her back, her hand grasping for my softening cock again, ignoring the wetness.
I snuggled into those wonderful breasts and fell asleep with dreams come true!