It was just past 2am on Saturday morning. I was in my room with just my TV on lying on my back with my semi hard cock in my right hand slowly stroking it. My sleep that night was haunted by the images of just some ours ago when my godmother jenny spread her legs wide apart so that I can get a good glimpse of her laced covered 50 year old pussy. I remember clearly how she stared at my 8inch cock as I freed it from my boxers and teased her with it till she welcomed me to enter her and fuck her for the first time after many years of lusting over her. As my hand moved up and down my shaft I could feel it hardening just from the thought of feeling my godmother’s surprisingly tight pussy clench my manhood as I shoved it deep inside her, over and over till I exploded deep into her mature and very sexy body. What I think got me even more excited was the fact that she wanted more of me the same way that I wanted her and I knew that there was so much more I wanted to do with her sexually before our time was up.

Jenny was asleep in another room and the thought of her asleep in that very thin pajamas that I saw her put on after her shower was making my cock even harder and excited so then and there I decided ill go pay her a little visit. I didn’t go with anything in mind really but just wanted to see her body as she slept, we had a very full day before and very eventful night so I figured she would be asleep soundly and as I approached the doorway I could hear light snoring so I knew that she was. There was no door to that as I took it out for repair and hadn’t gotten around to putting it back up, there was only a thin curtain we put up to allow some sort of privacy. I stood at the doorway and moved aside the curtain and stepped into the semi lit room from the TV she fell asleep watching. This light was more than enough for me to get a proper view of jenny as she lay on her back with her head tilted away from me. She was in almost a starfish position with her legs slightly apart and arms off to the side as I approached the side of the bed. The sleepwear was a two piece set with the top having very thin straps and short bottoms, cotton I think.

From my vantage point at the side of the bed I got a nice view of her 36c boobs as they lay somewhat flattened under her top. The side of her breast was clearly visible and it seemed as if it would fall out the arm hole soon and I could tell that her nipples weren’t too far from the edge of the top. This made my heart flutter a little as I didn’t get a chance earlier to see her topless and being the breast freak that I am I knew I had to see them now. Jenny lay close enough to the side of the bed for me to be able to attempt almost any sort of fondling without having to get on the bad so I knelt down and thought to myself that it would be fun to see how far I could get before she noticed or if she noticed at all. I then took my hand and gently passed it over the thin cloth covering her breast trying to feel for the nipple and soon enough I felt it about half inch from the edge of the top. I continued ever so lightly this action in an attempt to stimulate the nipple so it would get erect so I could have a bit more fun. I did this for some time with no success and figured it needed a bit more stimulation to get it hard so I eased my fingers under the pajama top and over the rough areola.

Wow I thought to myself as almost immediately I could feel my godmother’s nipple stiffening and raising under my gentle caress. During all this I made sure to listen for any change in the rhythm of jenny’ breathing, as this was fun and I wanted to go further while she was in her sleep. The nipple was hard enough now where I could easily pinch it with two of my fingers and I did this for some time but soon enough I wanted more. So I eased the top up a bit to allow the breast to slide out past the point where the nipple would be exposed to the side. After this was done I bent forward a bit and placed my lips gently on her nipple. I then extended my tongue till it to came in touch with the hard nipple and I started to circle it and with no time wasted sucked down on it and released. I paused to make sure that my actions didn’t wake jenny before I continued the molestation of my godmother’s breast.

I started to pop the nipple in and out of my mouth for a little while and added the occasional lick and flick with my skillful tongue and then the thought came to me that at 50 years old these were some really well kept boobs and I then felt honored to be interfering with them the way I was. At that time I decided that I would end this session as the thought of cumming all over her boob and leaving the semen for her to discover when she woke made me really excited. So I quietly stood up and took out my cock and started to stroke it over her. My nicely sized tool responded wonderfully as after only a few strokes it has at its hardest. I rocked my body forward a bit to get the tip of my cock to her nipple so as to give it a little rub and as soon as it made contact with her stiff nipple jenny’s snoring stopped and I froze in position she then started to turn her body on her side to face me. I stood perfectly still as she did this and waited as the light snoring started back up. This sudden change in position disappointed me as my plan to cum on her stimulated boob was gone but as I looked at her closer I realized that a new opportunity presented itself. Her mouth.

As jenny lay on her side I noticed that her lips were slightly parted and I figured that I could get a little play rubbing the head of my cock on or even in her mouth a bit and who knows maybe she would sleep through me cumming on her face. That was my thinking as I began positioning my cock to her waiting mouth. Soon enough I could feel the tip of my head on her top lip and easily eased it past till it met her teeth. Both lips were on my head as I moved it slowly up and down across her mouth. The feeling was really electric and my heart rate picked up and I totally forget about checking her breathing as I closed my eyes and tried to hustle up my orgasm. It was here when I got the shock of the night and felt jenny’s lips quickly come off my cock head and her teeth clasp down on the shaft of my wood and then her lips quickly followed. My eyes popped open and instinctly I pulled back in shock. This caused her teeth to scrape my cock a bit but even with this she clamped down on it more causing me even more pain. I squinted my eye in pain as I noticed her looking up at me, her eyes were fixed on me and I couldn’t make out what was going through her mind. She kept my cock bitten place so I couldn’t move either way in or out. She stayed like this for about thirty seconds before she slowly closed her eyes and started rolling her warm tongue over my trapped head. Keeping her teeth in place she started licking and stabbing my swollen head with her tongue and I could relax now as I realized that she was taking over the session.
Being the person that I am I started to apologize to jenny in case I had offended her in any way, I went on saying that I couldn’t sleep and how her boobs turned me on and all that when she released the bite for a second to say

“Will you be quiet? I’m busy here!”

I shut up immediately as she nodded at me and guided her mouth back on my cock without applying the teeth. She began gently sucking on my cock from the shaft and up to the tip of my head. Her mouth felt wonderful as she repeated this action for some time, she made sure and applied just the right amount of pressure as she sucked professionally on my dick. My eyes were closed again now as I enjoyed the intense feeling of jenny’s warm mouth slide along my shaft and head, I knew she was well skilled at this as she at no point needed to use her hand during this blowjob. I noticed that after a while her head moved a bit more as she tried to take more of my cock into her mouth with each stroke. My girlfriend tried to deep throat my cock but couldn’t do it due to her very easy gag reflex and I wondered if my mature relative could. Jenny had to open her mouth a bit more as she made her way further down my shaft and she would pause a bit when she got as far as she could go to allow her mouth to get used to the penetrating feeling. At this point I was doing my best not to allow the thought of cumming to enter my head as I needed to see if she could take it all in. I decided to help out the situation by meeting her downward movement with my own forward push, this was not well met as it caught her of guard and caused her to gag for the first time. After she recomposed herself her eyes shifted back to mine with that same stare from before and I felt as dumb as possible and whispered a meaningful ‘sorry’ and she just closed her eyes slowly and went back to what she was doing. She sucked at my wood at a faster rate now though and it was making it really hard for me to hold off my orgasm. I started moaning a lot as her mouth pumped down my ready to burst cock and then just as I was getting accustomed to the pace my dreams came through as I felt jenny’s hand reach around to my ass and she pulled me in firmly and went all the way down on my cock.

I let out a loud groan as I looked down to see jenny’s lips pressing into my pubic region then she slowly eased back about halfway and then back down all the way. This was going to make me cum hard and I let her know that as she sucked hard on my entire shaft. Upon hearing my words jenny went onto bite back down on the base of my cock harder than before. This really hurt and almost made the cud go all the way back to my balls. ‘Ouch’ I said and with this she started scraping her way off my abused cock. When she got all the way off she looked at me and smiled then for the first time she moved off her side and sat up on the bed. She said nothing as she took my aching cock in her hand and stroked it twice; she then swung her body around on the bed and knelt facing away from me. Her hands reached for the waste of her shorts and she pulled them down past her ass up to her knees then leant forward into a doggie position. Jenny then spread her legs apart and placed her head on the bed causing her ass to stick out upward. Her pussy was totally accessible to me and without hesitation I placed my cock against it and rubbed up and down till I found the entrance. My cock eased in easily as she obviously was wet with arousal from sucking my cock and I felt the feelings of orgasm quickly well back up in my loins as I hit the furthest depths of her pussy. Looking down I could see that almost all of my wood was hidden inside her cunt as I held still for a few seconds, and then slowly pulled it back to thrust in again. As I withdrew I could feel the walls of her pussy causing the sweetest friction. I knew my girth was just the right enough as every thrust caused the same bit of friction without her doing anything to help it. I then took hold of her hips for my final assault and I guess she figured what was about to happen as she shuffled and dug her knees into the mattress.

With this I started shoving my cock deep into her pussy drawing out loud moans and gasps every time as I hit her cervix with some force. I watched as my cock disappeared and reappeared out of this sweet older pussy over and over as deep powerful strokes hit home. I had to hold her firmly in place as I pounded her from behind. The room was filled with our fuck noises as our bodies smacked against each other. The fit was tighter from behind as jenny, my loving godmother; willingly received every thrust of my raging cock with pleasure filled moans and groans.

‘oooooh, oooooh, fuck it Kenny, FUCK ME’ came from her lips and that was all I needed to fire all cannons and pump wave after wave of hot semen deep into jenny’s pussy. As well it seems that the feeling of my cock pumping inside her semi tight cunt was enough to bring her to her orgasm as I felt her body tense up and start to jerk as I held on to her hips. My cock stayed deep inside pressing against her cervix as we both came. Jenny drew out the last of her orgasm by gyrating her hips and bumping her ass back and forward a few times. My cock began to soften a bit as I pulled it out of her and as soon as it was all out jenny rocked her body back into a sitting position with her ass just off the edge to allow my cum to ooze out. I stepped back and watched as drop after drop of white goo made its way to the tiled floor.

When that was done jenny simply pulled her shorts back on and lay down on the bed, her breathing was heavy as she tried to return from the cloud she was just on. She then looked up at me and thanked me. She made me to understand that she hadn’t had an orgasm in a couple years and that I was doing a great job for her so far. With that I just replied ‘you’re welcome’. She smiled and rolled over to face away from me and said, ‘ill see the two of you in the morning’. With that I turned around and exited the room. I had just fucked my godmother for the second time and received an incredible blowjob as well, there was only one thing to do before the weekend was over to completely enjoy her body and that will be in part 3.

---