Chapter 3

She took another long sip and slumped forward a little, resting her forearms on the edge of the bar. Fred sensed that he should wait for her to speak. Sheila glanced at herself in the mirror, then turned and looked Fred in the eye.

"Do you have a room around here?"

"Crater's Motel," Fred chuckled. "Don't let the name scare you-it's not the pits."

Sheila smiled again and finished her drink. Fred took a long sip from his. "Want another round?" he asked.

"No. Let's go to your room."

As they left, Fred glanced around to see if anyone was watching them. The bartender's back was to them, and no other eyes were on them. Apparently, she'd been careful to pick a place where she wasn't known.

It was a fifteen-minute drive to the motel. As they approached, Fred saw the manager, a plump woman in her late forties, sitting on the porch.

"This might get touchy," he said, half-whispering even though they were well out of earshot.

"No, it won't," Sheila said, squeezing his

thigh. "Just park and let's go."

Fred stepped away from her as they got out of the car, but she turned, grabbed his crotch, then curled her arm tightly around his and yanked him in the direction of the porch. Wondering what was going on, Fred climbed the steps. The manager smiled and waved to Sheila.

"Hi, Aunt Greta," Sheila smiled. "Busy night tonight?"

"Nah, practically empty. A couple of tourists and a salesman."

"Oh, you have to watch out for those," Sheila said. Realizing what was going on, Fred clamped his mouth shut to keep from laughing out loud. Sheila continued, "They might lure some innocent young woman to their room."

"I'll keep an eye out," the older woman chuckled. "Have a good night, now."

"You, too," Sheila smiled. Turning to Fred, she said, "Which way is your room?"

"Your aunt knows you, uh, step out?" Fred unlocked his room door, opened it and ushered her inside.

Sheila kicked off her shoes as she walked in. Fred closed the door behind them, locked it and took off his suit jacket. "Yes," Sheila smiled, "and I know that she does. What could be more normal than spending an evening with your niece?"

"Teamwork," Fred chuckled, curling his arm around her waist and leading her to the bed. She kissed the side of his neck as they sat down. "And what does your uncle do?"

"Right now, Uncle Cal's probably 'auditioning' some girl for his topless bar."

Fred laughed. Sheila turned to him and jammed her lips against his mouth, parting her teeth. Fred shot his tongue in. Under the fabric of dress and bra, her breast quivered as he placed his hand over it. They rubbed tongues together as he fondled her tit, then she pulled her mouth away from his and reached for his zipper.

"I love playing with pricks," she murmured, slowly and teasingly drawing his zipper down.

Fred quickly opened the top of his pants and yanked them down. He laid down, his feet over the edge of the bed, and Sheila sat cross-legged next to him. Reaching behind her back, she unzipped her dress and let it drop to her waist. Two soft, round breasts jiggled under her bra. Fred lifted himself up and pulled the straps off her shoulders. Sheila brushed his hands away and pulled the bra off.

Twisting around, he murmured, "Give me these," and cupped his hands under her boobs. She wrapped her fingers around his semi-erect prick, feeling it quiver warmly under her touch. Cupping her other hand under his balls, she rubbed them gently as his prick lengthened in her grasp.

Fred raised one hanging, somewhat tear-shaped breast to his mouth and placed his lips around her areola. Her tit stiffened against his tongue, and he sucked hard as she twirled his cockshaft between her fingers.

"Let me taste you," she said, her voice a

sensuous purr. Fred released his lip-lock on her tit and laid down again. Sheila stretched out on her stomach, dragging her tits over his thigh and planting a hard kiss on the tip of his cockhead. Extending her tongue, she laid it along the underside of his prickshaft and dragged it slowly upwards.

His cock sprang up to full erection. Opening her mouth wide, she shoved it in and closed her lips around the firm, taut penile skin. For a moment, she remained still, savoring the feel of his erection against her tongue, then she started to draw her head back and forth.

Fred pulled his pants and underpants down as far as he could, then flopped back as Sheila thrust her head forward, taking his cock in until his prick hair was grazing against her lips. The head slid effortlessly to the back of his throat, and Fred felt his cum rise. Sheila drew back, freeing almost all of his cock, and tightened the grip of her lips on his cockshaft. His prick started to throb, and she pulled it out and clasped it between her palms. As Fred lay gasping, she rubbed hard and his cum spurted out in long, white streaks.

Sheila continued stroking until the shaft started to soften, then she let go and slid off the bed.

"That was incredible," Fred breathed, lying widthwise across the bed, his pants around his knees and his feet on the floor. "You really have a talent for that."

"I told you, I love to play with pricks," Sheila

purred, slinking her hips as she positioned herself in front of him. "Why don't you get out of your clothes? Believe me, I'll get that nice, tasty dick of yours good and hard again, and damn fast."

She reached behind her back, then spun around. Fred sat up slowly, unbuttoning his shirt as she wriggled and slithered the dress down her legs. She bent over to free her feet from the dress, and her tight panties hugged her ass crack. The satiny white fabric seemed to squeeze her round butt, and the little white pouch of cloth between her thighs told Fred that her cunt lips were large and meaty.

Already, he could feel his cock start to stir. Shrugging off his shirt, he yanked his pants and briefs off his feet and got fully up on the bed. Sheila shoved her thumbs under the hem of the panties and slowly rolled them down, exposing her ass cheeks an inch at a time. Finally, with a sharp snap of her wrists, she yanked them down and bent low to pull them off.

Her bare butt spread before his lusting eyes, and he could see a good bit of pussy flesh between the backs of her thighs. Sheila spun around abruptly and leaned back, dropping her hands to her crotch.

"You've got me good and God damn wet," she said, parting her pussy lips to reveal the pink interior of her cunt.

Fred got off the bed to fetch some condoms from his suitcase. There were five. "I don't think we'll have time to use all of these," he said, toss-

ing the foil packets on the bed.

"Good, let's see how many," Sheila laughed, now on her back on the bed, raising her knees and letting her thighs drop apart. Saying that he wanted to taste her, Fred crawled over on all fours and bellied down with his face to her wet, wide-open pussy.

Raising her shoulders, Sheila watched as Fred stuck out his tongue and laid the flat of it against her slit. She murmured with pleasure, making a small humping movement at his face. She wasn't sure how good a cuntlapper he was. Not too many suburban types knew how to eat pussy.

Their women did, though. An image of a young blonde with a shaved cunt flitted briefly through her mind, accompanied by a sharp pang of pleasure....

That wasn't from the memory alone. Fred had neatly slipped his tongue into her pussy, slowly and methodically and not just ramming it in like a soft cock. Like she'd expected him to. The tip grazed her G spot, making her pussy muscles clench. He grazed it again, then snapped his tongue out. She felt the soft, wet flesh slide to the top of her slit, felt him grope for that special bit of skin.

Fred found it, and she felt his knuckles brush against the inside of her thigh. Then, two fingers slid between her labia and his tongue tip brushed against her clitoris. Her pussy flesh started churning as her orgasm began. Again showing more experience than she'd thought, he ran his tongue around her clit rather than press right

down on it.

That would tend to desensitize, as her first female lover had taught her. The waves of pleasure suddenly increased in intensity, charging through her whole body and making her shake violently from side to side. She clamped her thighs tightly against Fred's head, humping at him until a shudder of pleasure made her jerk her cunt back.

"You are good at that," she said admiringly. "Most guys aren't really into that." She almost said, "not like women," but she realized she had no idea how he'd feel about that.

The problem with offending him was that she still hadn't had his cock in her pussy. Lifting both feet until her legs were straight up, she parted her thighs and gazed down at the rough triangle of wiry hair over her cunt. "Now, let's see what you can do with your prick."

His cock was hard again, growing under him as the taste and scent of her private flesh filled his senses. Pulling himself forward, he rested his chin on her belly and took hold of her breasts. Pressing them together, he opened his mouth wide and took both her nipples into his mouth.

Sheila squealed with delight as the suction generated by his cheeks pressed her tits together. Fred ran his tongue over both stiff nipples, slipping a hand between her thighs and running two fingers into her pussy. There was a faint wet sound as her cunt juice sloshed around.

Giving each nipple one last poke with his tongue tip, he freed her tits from his mouth and

raised himself up. Rocking back on his haunches, he grabbed one of the condom packets and tore it open. Sheila lifted her head, licking her lips as she watched him roll the latex over his stiff member.

She draped her legs over his shoulders as he leaned toward her, holding his condom-clad hard-on at the base. "Stick it in," she urged him, pushing at him with her pussy.

Fred dabbed the tip between her lips, made as if to push in further, then pulled out to rub the tip firmly over the folds and wrinkles of her private flesh. She shouted a protest at him, and, remembering that her aunt was nearby, he gave in and slid his cockhead between her labia.

Before he could make another move, Sheila thrust forward mightily, driving more than half the length of his sheathed prick into her pussy. Fred pushed in the rest of the way, his tightened, wrinkled ball sac pressing against her slit as his cockhead pressed against the innermost flesh of her cunt.

"You're in good," she rasped, digging her heels into his back. "Now start fucking!"

Fred drew his cock back, and as he plunged in again, Sheila humped forward to meet his stroke. His cock dove in all the way, and when he pulled back, she immediately thrust forward at him. His cock slid in again, and he felt the heat and wetness of her cunt through the latex as if it wasn't there.

Then he felt the pressure of her thighs on his sides. Sheila crossed her legs over his back, then

threw her arms around his back and pulled him roughly down to her. Rasping at him to hold on tight, she started to turn them over. Knowing exactly what she intended to do, Fred rolled with her, pushing with his hips to keep his cock in place, then she reared up as his back touched the sheets.

Her breasts flopped against her chest, and her bleach blonde hair spun over her shoulders as she straightened up, her knees against his hips and her rough triangle of black pussy hair over the ring of hair around the base of his prick.

She was crouching, her buttocks resting lightly on his legs and her feet flat on the mattress. Bracing herself by planting her hand on his chest, she raised up, exposing some of his rubber-clad cockshaft, and gripped it firmly. Fred tried to ask her what she was doing, but he was only able to grunt as she plunged back down until her cunt lips were touching the edge of her palm.

As if sensing his question, she said, "I always make sure I get off. Like, I know you're an okay guy-I mean, we're alone together, but there's things I still don't know, and...oh!"

Sheila stopped short, closing her eyes and tilting her head back. She found her G spot with his cockhead, and her cunt flesh started churning around his prick. Fred got over his initial surprise and found himself enjoying the act. Her climax intensified and so did her grip, and he had no problem holding back his cum as her cunt flesh danced madly around his wrapped

erection.

Pussy juice oozed out of her, soaking his prick hair as she humped up and down. Finally, she let out a loud shriek and leaped off him. The mattress shook madly as she flopped down on her back, bending her knees to her tits. She stayed like that for a moment, then she let her legs drop.

"Very, very nice," she said. "Some guys get a little pissed off about that, though."

"I thought it was great," Fred replied. "I'll bet those are the guys who won't lick pussy, right?"

"Uh-huh." She slid off the bed, and Fred gazed at her naked form as she started for the bathroom. "Come in," she said. "It's your turn, now."

The shower stall was unusually large for a motel. Sheila turned the water on. Fred took off the condom and put on a fresh one, then he stepped into the stall with her.

Turning her back to him, she butted her ass against his cockhead. "You like back door stuff?" she asked, wriggling her hips a little to tease his dick with the smooth skin of her butt cheeks.

"Yeah," Fred said, feeling his dick throb in the condom. "Let me lube you up, first."

"Well, I'm already wet," Sheila said.

Fred replied by dropping to his knees and spreading her ass cheeks. Pressing his face to her crack, he stuck out his tongue and pushed the tip against the tight ring of her bunghole.

"Oh, shit, yeah!" Sheila cried out. "I love

that.. .1 wouldn't ask a guy.. .oh, yeah!"

He managed to part her butthole, pushing in a bit of his tongue flesh. She shoved her ass back, covering his face with her cheeks. Fred worked his tongue around and reached between her thighs, groping for her cunt lips. Sheila cried out as he found her slit by touch.

"Come on, give me your cock, now," she called out, jerking her butt back.

Her ass cheeks slid off his face. Fred grunted at her to wait a minute. He stood up and wrapped an arm around her, grasping her right breast and sliding his other hand down her ass crack. The hard flesh of her butthole squirmed at the touch of his forefinger and parted reluctantly as he pushed in.

"Just want to loosen you up," he said, speaking with difficulty. He pushed a little harder, and his finger sank in. Sheila bent at the waist, thrusting her ass back at him. His finger slid in to the last knuckle, and he humped gently back and forth before drawing it out.

"Damn, even your finger is hot," she commented.

Fred tightened his grip on her tit, rubbing his palm over her stiff nipple. He eased his hard-on down her butt crack, stopping when he felt the head touch her asshole.

"Come on, God damn it," Sheila shrieked. "Stick the fucker in!"

Letting go of her tit, Fred got a firm grip on her hips and pushed his cock in. Her butthole resisted only for a moment, then his cock slowly

slid in. Sheila thrust back again, driving his dick in to the root and pressing her cheeks against his ball sac.

"Grab my cunt, give me a finger there," she cried out urgently.

Fred darted a hand between her thighs, turned his wrist and slid two fingers between her pussy lips. She urged him to shove in all the way, and her cunt flesh started churning as his fingers sank into the hot, wet depths of her vagina. Her butthole tightened, and he started humping hard as he felt his cum rise into his cockshaft.

The way her cunt was moving told him that she was very close to climax. Extending his thumb, he pressed it to the top of her slit and brushed the pad over her love button. Sheila shouted out something incomprehensible and began to rock her hips back and forth. Fred pulled back, then slammed into her one more time. His cum shot out, filling the tip of the condom as he finger-fucked her pussy.

Shouting, "All right!" Sheila grabbed his hand and pulled his fingers out of her pussy. The last of his cum spurts roared out, and he dragged his cock free of her still-clenching bunghole. Snapping the rubber off, he tossed it into a wastebas-ket. They cleaned themselves off, and Fred offered to dry her.

"No, that'll just get us started again," Sheila said, glancing out the bathroom door at a wall clock. "I should get going. I don't like the idea of staying out all night, no matter what he's doing."

Fred nodded reluctantly, stretching out naked

on the bed as Sheila gathered up her clothes. "Listen, I'll be through here again," Fred told her. "So...."

"So, you know where to find me," she smiled. "No phone numbers, okay?"

"Uh, yeah." It hadn't occurred to him to ask, since they were both married. "It's not a good idea when you're cheating."

"I'll...I'll keep that in mind," Sheila said, suddenly sounding shy and unsure of herself.

"Well, it's the rules of the road." Fred sounded surprised.

"Like I said...." she let her voice trail off.

"Sheila, tell me something," Fred said softly. "Is this the first time you've ever stepped out?"

She blushed a little and forced herself to giggle. "Yeah. I've had it with his fucking around, and Aunt Greta said she'd help me, so...."

"So, I was lucky enough to be the one," Fred said. "Listen, it was fantastic. Just be careful, okay?"

Sheila nodded as she pulled on her dress. "Thanks, Fred. It was fantastic for me, too. I already feel a lot better about things."

With that, she left. Fred got some trade journals out of his suitcase, read one for about fifteen minutes, then turned on the television. To his surprise, an adult film came on. Three naked women popped up on the screen, and he felt a very faint stirring in his dick.

It turned out to be one of the better porn movies, and by the time it was half-over, he had

his hand on his cock, which was as hard as if he hadn't fucked at all that evening. There was a storyline as well as sex scenes, and he was so engrossed that he didn't hear the soft click the door made as it opened.

A shadow fell across his bare chest. Startled, he sat up straight, then he dropped his hands to his lap to cover his genitals. It was Aunt Greta, wearing a loose nightgown and a sloppy, sexy grin.

"Hope you don't mind me barging in on you," she said, glancing once at his face, then turning her full attention to his lap. "Having a private moment?"

"Ah, yeah, you could call it that," Fred replied. She took a step toward the bed, and the cotton fabric of her gown jiggled madly as her breasts swung from side to side.

"I was watching this one myself," she said, gesturing to the TV. "Thing is, I hate watching these all by myself."

To his considerable amazement, he found himself suddenly quite horny for the older woman. He knew she was trying to get a look at his prick, and he deliberately kept his hands in place to tease her as he laid back down.

Turning his head to the other side of the bed, he said, "Be my guest."

"Thanks," she smiled, seizing the hem of her nightgown and raising it as she got on the bed. He caught a glimpse of brown pussy hair as she settled down and snuggled up next to him.

Without quite realizing he was doing it, Fred

threw his arm around her. She turned to him, a cotton-covered breast pressing against his arm. Fred took his hands off his cock and balls, and her eyes immediately focused on his prick.

The hem of her nightgown was around the middle of her thighs. The room's dresser was facing the bed, and in the mirror atop, he could see a bit of her hairy pussy slit.

Greta raised an arm and pointed to the set. "There they go," she said, watching a naked brunette with small tits drop her head between a naked, big-titted blonde's thighs. "I like when a man does it to me, but with a woman...nan, not me."

"Lots of ladies are bisexual these days," Fred quipped.

"Yeah? Well, not this lady," she retorted, sliding down on the bed and making the hem of her nightgown rise.

"And lots of guys like to lick pussy. They also like to suck on big, soft tits," Fred commented, turning on his side and throwing an arm around her.

His dick stiffened as her tongue slid into his mouth. Shoving a hand between them, he gripped the nightgown and pulled the hem up to her stomach. Sucking on her tongue, he slipped a hand between her thighs and cupped her hairy cunt mound.

Greta jerked her head back and pulled her tongue from his mouth. Twisting out of his grip, she got off the bed. "Might as well get comfortable," she explained, yanking her nightgown off.

Fred's cock throbbed at the sight of her huge breasts, two round, jiggling mounds tipped with thick brown nipples. Licking his lips, Fred commented, "You know, some guys like to tit-fuck, too."

"Yeah, and some women like to suck a cock while he's doing that," Greta replied, taking hold of her breasts and pressing them together.

She rolled over on her back. Fred straddled her and slipped his prick between her breasts. Greta lifted her head, and when his cockhead popped out of the mass of tit flesh, she caught it between her lips. Fred leaned over, straining his thighs a little as he fought to get more of his cock in her mouth.

Greta cradled it on her tongue, gave it a few quick licks, then dropped her head back down. "Now, what were you saying about licking pussy?"

"I'll show you," Fred answered, climbing off her and moving to the foot of the bed. He spread her legs, then got between them on his stomach. Greta lifted her ass, and he shoved his hands under her butt cheeks. The soft mounds of ass flesh enveloped his fingers as he pressed his mouth to her slit.

She moaned and trembled all over as he sucked her meaty cunt lips. She was already wet, and more arousal fluid oozed out of her as he dragged his tongue all over her snatch. Finally, he thrust it in. Greta raised her knees, and he felt the loose skin of her inner thighs close around his ears as he probed for her G spot.

"You sure as hell know what the fuck you're doing," she called out to him. "Damn, I haven't had a man do it this good since I don't know when!"

Fred drew his tongue back, easing it out of her slit. She started to protest and shut herself up when she felt him drag a hand out from under her ass and get his fingers between her thighs.

"Oh, I know what you're going to do," she shouted, humping her pussy at him. "Shit, damn, fuck, this is good!"

Two of Fred's fingers slid into her pussy. Finding the top of her slit with his tongue, he nudged aside the protective sheath of skin over her clit. She shifted slightly just then, and his tongue flesh sank right down on her thoroughly stiff love button.

Immediately, her pussy tightened around his fingers. She jammed her ass hard against the bed, and her breasts swam around on her chest as she trembled in orgasm.

"Oh, yeah, you're good with your tongue," she exclaimed, jerking her pussy away from his face. Dropping her head to the pillow, she let out a deep sigh. Fred climbed out from between her legs and got another condom. She stared up at him with lust-glazed eyes as he stepped back to the bed, watching as he snapped the rubber over his prick.

"Not too many guys around here can do that," she said. "Not too many like us older gals, either."

"Yeah, your niece...." Fred let his voice trail

off and waited to see if she'd disapprove of the reference.

"Sheila told me that, too," Greta said, spreading her thighs as wide as she could.

Fred positioned himself between her legs, one hand keeping him propped up over her and his other firmly on his rubber-sheathed cock. Leaning forward somewhat, he pressed the tip of his cockhead to her slit.