Note: This story was dynamically reformatted for online reading convenience. Fm exhib mast inc- in case you're curious what you're getting into.. It was a hot July. I mean, generally speaking, as July's go, this was a hot one. We were spending the summer down South at my grandmother's house, which was tucked away nice and quiet down in a bend deep in the hills of Kentucky. It was 1976. When I look back at that, summer, I realize more and more, how amazing it really was. I was twelve years old. When you're twelve, the whole world is changing. Your body's changing, your mind is changing, and the people around you start looking at you differently, or maybe, you just start seeing them differently. Either way, that summer, my life's lessons began in earnest. I remember it to the day if not the date: Monday afternoon, (which in Summertime-days verses regular school days, meant absolutely nothing) about a week after the fourth and everyone had a leftover Bicentennial buzz. My Aunt Carol and I were swimming in a pond (the old swimmin' hole we've all heard about) about half a mile from the house. She had divorced my dad's brother about a year ago, and my cousins had gone to stay with their dad. Carol felt it was her duty to show me an extra good time since my playmates weren't around. I had no complaints. Aunt Carol was lots of fun, the kind of fun you don't always tell mom or dad about- allowing me to taste her beer - taking us to the drive in to a rated "R" movie- that sort of thing. It was the whole "cool aunt" thing. I was wearing my navy blue swim trunks, and Aunt Carol was wearing a black bikini. She was floating on a large air mattress probably forty or fifty feet out, and was wearing large oval lensed sunglasses through which she was reading a book, and had an abundance of dark brown hair spread across her shoulders. I was warming up a bit on the bank. I've always thought my Aunt was pretty, but that day, on the bank of the pond, I really began to look at her. Her hair was dark and flowing, and her olive skin was tan. She was shapely, which the bikini showed quite clearly. I noticed as I stared (which I didn't realize I was doing) that there was no tan line sneaking out from any spot on that tiny swim suit. Her breasts were large, at least compared to the women I knew, (dad used to call her "Dolly") and as I lay there where the sand and soil met the grass, something life changing occurred to me- my Aunt was hot! How had I missed that? I always thought of Carol as good looking- even sexy- but I never really noticed exactly how attractive she was. I was noticing that day. I focused my eyes to the bikini string on her hip, and I couldn't see any sign of a tan-line. I began to wonder if she lay out in the nude to get that way. Aunt Carol sunbathing naked? That would be a sight to behold! Suddenly, that was all I could think about! I was just imagining what those breasts would look like out in the open- I pretended for a moment that she would let me watch. Now, these aren't thoughts a twelve year old can have without repercussions. I found myself erect very quickly. I had no way to hide it! My dick was pointing up and out, and my half wet swim suit did not do anything to conceal it! I lay there wondering the best way to deal with the problem, whether to camouflage it with the towel I was laying on or maybe to just roll onto my stomach and crush it into the dirt. I knew either plan would only attract attention- why would I pile a dirty towel on my lap? Why would I roll over and make myself less comfortable? I was figured the best bet would be to just look away and wait for the problem to go away. It didn't. All I could think about was my Aunt's body! After a few minutes of being so painfully aware of my penis that it hurt, I made my mind up to make a quick bid for the water, and dive in before she looked up. As I stood up, I looked up to make sure that Aunt Carol still had her face in that book. She did not. She was looking over her sunglasses and looking directly at me with a visible smirk. I must have blushed furiously, as I felt the heat in my face. No turning back now, I stepped quickly up and dove on in. I swam around for a few minutes waiting for my erection to subside. It took quite a while. Carol began paddling the air mattress toward the bank, and got out of the water. I felt confident all would be well, and maybe she wouldn't mention my embarrassment from earlier. It would seem I took just a little too long to get to shore. There she stood, in a black string bikini, wet from the pond, her back to me. She pulled the back of the bikini out of her butt with her fingers, and that's all it took. That sexy ass was wet and staring at me. Stepping out of the water, I notice too late that I was hard again. It's so easy to get distracted by the object of your lust when you're horny! I was so caught up in staring at her ass that I didn't even think about what it was doing to me! She wasn't terribly wet (she'd been on the air mattress after all) and bent down to pick up her cutoffs, that were sitting on her towel. She glanced back at me as she did. That ass. It was stuck straight out at me, and I was already hard. There was no use in hiding. I might as well pretend I wasn't so embarrassed I could die. She stepped into her shorts, and wiggled them up her hips and snapped the front, turning to face me as she did. God, what a sight! Everything about this woman was turning me on, and I was waiting for the explosion of guilt I figured she was going to pour out on me. She didn't. "Why don't you go shed that suit for your jeans, and we can go get something to eat?" She smiled broadly, as my dick was pointing straight at her. That's when it occurred to me- I had to drop these trunks to ride in her car! I had originally planned to go change before she got out of the water, my modesty intact, but here I was, erect, wet, and having to shed my shorts in front of my Aunt! I had dry jeans and a t-shirt in the car waiting for me, but when we came down, I had worn my suit under my jeans! Not exactly well planned out. "Um, ok. Sure!" I turned away quickly and kept my head down as I walked to her car. It was a black Monte Carlo with leather seats. I wouldn't have much hope for privacy, and only a moment or two to change before she stepped over with the towels and things. I opened the door, took my jeans and shirt and set them on the roof of the car, and dropped my shorts as quick as I could. My ass was still wet, but it wasn't enough to soak my jeans. I stepped into them, protected only by the open door. I could hear her behind me, and I knew she could see my naked ass. No big deal, I thought. It's just my ass. No problem. I had my jeans up to just under my butt cheeks when she came behind me, slapped my ass and laughed, as she walked around to her side of the car! My Aunt just slapped my naked ass! I didn't know if she could see my front or not, but getting my jeans to zip over the surge that had caused in my erection was difficult to say the least! I pulled my shirt over my head and sat down beside her, staring straight ahead, not daring to look at her. Carol smiled. "A Mickey's burger sound good?" Good. She seemed to be ignoring my problem so far. I could only hope it stayed this way. Mickey's was a local family owned diner. Good food and very mom and pop. I relaxed just a little. "Ya. That sounds good". I ventured a glance her direction, and she still held her smile. "I'd love some Mickey's." Aunt Carol and I took our time at the diner. She made me relax, and my self-consciousness backed off. I was comfortable again, and I was speaking to my incredibly hot Aunt without popping a boner. Boy, she was hot, though. That's something I never let go. At least she gave me time to process it (whether she knew that's what she was doing or not) and I could look at her without stammering. Of course, I wasn't the only one who noticed. A beautiful, big chested woman in cutoffs and a bikini top (barely covered by a white shirt tied at the waist) was bound to turn some heads. I caught a couple of guys staring as we were walking out, and I couldn't help grinning, because, Aunt or no Aunt, she was with me! When we got back to grandma's house, mom and dad were waiting for us in the living room. They both had either a sad or an uncertain look on their faces, I couldn't tell which. Either way, they were certainly waiting to tell us something. "Jack," mom started, "we just got a call, and grandma's sister Bonnie just passed away. I don't think you ever met her, but we're going to have to cut our visit short to take grandma to the funeral. It's down the other side of Nashville, so we'll be a few days." I tried to be sympathetic, but it's difficult for a 12 year old to muster up much "give a damn" about a woman he's never met and barely heard of. I did feel sorry for grandma losing a sister, though. That had to be rough. "I'm sorry, mom. Um, do I have to go, too?" Mom looked over at Carol with her best "please help us out" face. "That would be up to your Aunt Carol. Would it be too much trouble for Jack to stay with you for a few days? I hate to ask..." Carol smiled sympathetically and put her hand on my shoulder. "Donna, don't you guys worry about a thing. Jack and I will be just fine. We've got all kinds of things we can do. You guys go and take care of Carla. We'll be just fine." Mom stepped up and hugged Carol. "Oh, honey, thanks so much!" Then she bent down to me and hugged my neck. "You be good for Carol. She'll tell us if you're not!" Mom was smiling as though to tell me she didn't expect trouble but felt it was her duty to warn me to be on my best. "He'll be fine. Won't you, Jack?" "Well, ya! I won't be any trouble at all, I promise!" The thought of spending the next few days alone with Aunt Carol excited me to no end! I made it a point not to look too eager. Dad spoke up, "Good. I'm sure you'll be just fine. Carol, if you need anything, you be sure to call us. I'll let you know where we're staying once we get down there." "Not to worry, Carl," she stepped over and gave him a hug. "Everything will be just fine." "I know," then he looked at me. "Now you run upstairs and get some clothes together. We're going to be leaving in an hour or two." "Where's grandma?" I had to ask. "She's in the back bedroom getting herself together. You can say goodbye before you go." I ran upstairs and started packing for what might turn out to be a week's stay with my Aunt. I was excited as I could be! I hated that it had to be under such circumstances, but I wasn't about to miss a chance to hang with Aunt Carol all week! Tuesday morning woke me with a barrage of new smells and sounds. The bedroom door was cracked, and through it I could smell coffee was brewing and the coffee maker was snapping and popping. (Mom and dad did instant.) The smell of the brew filled the house. Even the warm breeze blowing through an open window seemed to smell different here. I hopped out of my cousin's bed (Billy's, not Tammy's, of course) and walked over to grab my underwear. I had developed a habit of sleeping in the nude. It felt both dirty and liberating at the same time. My morning wood welcomed the warm air of the bedroom. I liked being naked. I liked being so aware of my body. Let's be honest, I liked being hard. Any time I could be hard, or play with my hard-on was a good time. I stoked it a few times to bring myself close without shooting. I liked that- teasing myself. I knew when I did cum later it would be that much harder! I could hear James Gang playing on the record player in the other room. Aunt Carol liked music that was SO much cooler than mom or dad's! I just couldn't get into the whole "George Jones" thing. I slipped on my underwear, grabbed a pair of gym shorts from my bag, and put on my Red's t-shirt. I did a dick check before I walked out the door. I was safe- soft enough to hide in my shorts without embarrassment. Breakfast was sounding good. Stepping into the kitchen, I glanced sidelong into the living room, where my Aunt was listening to music and tidying things up. What I saw was possibly the most welcome site I could have hoped for! Carol was cleaning in her underwear! Granted, I'd seen her in her bikini, but something about underwear just made it more sexual- more intimate. She wore a cream colored silky bra with lace trim that was working hard to cup those breasts, and matching silk panties. Seeing her from the side, bent over wiping off the coffee table, gave me a glorious view of those hanging breasts, long legs, and beautiful round ass! My erection was back in an instant! Suddenly I was tented out, quite obviously, in those flimsy gym shorts! Aunt Carol looked over at me and smiled. "Morning, Sleepyhead! You want some juice? I'm afraid I only have pop tarts or cold cereal for breakfast. I suppose you could have some toast if ya like?" She put down her dust rag and walked straight over to me, as though hanging out with her nephew while in her bra and panties was the most natural thing in the world. "Um, thanks. Pop tarts are fine." I couldn't help but stare as she walked past me and over to the fridge. The faintest outline of nipple was showing in her bra. She reached in, handed me the orange juice, and then poured herself a cup of coffee. Leaning against the counter she looked me up and down. "Morning trouble?" She gave a nod to my erection and sipped her coffee with a grin. I just blushed and stammered, "Um, ya, I guess so." She chuckled. "Well, there's nothing wrong with that." Then, as casual as you like, she asked, "What would you like to do today? I've got nothing planned." Again she was trying to make me comfortable in what was an immensely uncomfortable situation. Then again, she was drinking coffee in her underwear, which was virtually going to guarantee my discomfort to continue. I decided I was perfectly alright with that. "Richmond?" "You want to go to the mall? Sounds good to me. But, uh, you may want to wear jeans to hold that down." She smiled and pointed at my crotch. I blushed furiously and looked down and away. She just chuckled and walked back toward her bedroom. "I've got to go take a shower, and then we'll go." I ran back to the bedroom and pulled the door to. I waited until I heard the water running in the shower, and shucked off my shorts and underwear and sat on the corner of the bed. If I was going to survive the afternoon with this woman, I'd have to take care of some business. I had to get off before we left! I closed my eyes and imagined what she must look like in that shower. God, she was hot! I thought about what those breasts would look like naked and free! I pictured what I thought her pussy must look like, wet and framed in black hair! I stroked my dick faster and faster until I could feel the inevitable approaching. It only took a minute or two, I was so wound up! I could still hear the shower running and that just fueled the fantasy- her standing naked just a few feet away, in the room right next to mine... That's when it happened. I looked up to see the crack in the door (It seems Bill's door didn't like to stay shut) and through it I saw Aunt Carol standing there, wrapped in a towel, and staring at me! Apparently she started the shower before taking off her clothes in her bedroom. I was caught, and there wasn't a thing I could do! I was frozen to the spot, my hand still on my dick, my eyes like saucers, and my mouth open. I had absolutely no idea what to do. I sat there for what seemed like an eternity, watching her watch me. She never frowned, she just stared. Then, after what seemed like the longest time, she shook her head and stepped through the door! "That won't do, Jack! You'll never cum like that!" Then she sat down beside me on the bed towel and all. "You've got to keep stroking." Her eyes smiled at me, and then did something that blew my mind even more, if that were possible; she licked her hand! I went from strangely comfortable and into erotic shock! She reached down and grasped the head of my dick. "Like this," she said and gripped the head tightly. She stroked down hard to my pelvis and then back up around the head. The wetness of her hand was amazing! She liked her hand again. "Let's get this nice and slick!" Her eyes went from my face to my dick. Again she twisted the head in a vice grip and pulled her hand hard to the base of my cock, then again, and again, and again! Her hand moved faster with each stroke, never once letting up on that vicious grip! I was in absolute shock and absolute rapture! "Aunt Carol," I started, but she stopped me. "Shh." She looked into my face and kept stroking. "Just enjoy it. Let me make you cum." She stared back down at my dick. I leaned back on my elbows and stared up at the ceiling. My eyes were glazed and my dick was throbbing! I couldn't last much longer. That's when she reached down and cradled my balls with her other hand, and rolling them between her fingers. The dual sensation was too much! I exploded in her hand! Cum shot everywhere, what seemed like gallons of it! She kept stroking as hard and fast as she had been while I erupted all over both of us! My orgasm slowly subsided, and she kept stroking until she brought me to that post orgasm burn you both love and hate! "Car- Car- Carol," I started again. "Just a minute longer, big boy, let's get all of it!" She pulled and stroked through the mess of cum until I thought I was going to black out, and the last drops of semen dribbled out of my cock. "There. You feel better now?" I fell backward on the mattress, looking up at her. "Uh huh," was all I could muster, out of breath. Smiling, she licked her lips and then looked at her cum covered hand. Then, without a word, she pulled her knuckle up to her mouth and sucked the cum off of it with her lips! She licked her lips clean and looked back down at me. "Now let's go get cleaned up before that shower goes cold!" She hopped up and dropped her towel, looking back at me as she stepped out of the bedroom and into the bath. If I had died right then, I would have died a happy boy! Chapter 2 on it's way!The Hottest Summer