35,000 Feet

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by greenHex

Dennis gripped the arms of the airplane seat with both hands and rested his head gently on the back of the seat. The plane wasn't even moving yet, but even the low rumbling of the engine warming up had him sweating heavily.

"Are you scared?" said the slightly amused voice from beside him.

"No. I'm enjoying this..." he croaked, stiffening visibly as the plane jerked and began to roll slowly forward.

"Damn, when your mother said you were scared of flying I didn't think it was this bad."

Dennis turned his head slowly, looking at the woman next to him. Her look of amusement turned to concern as the whine of the engine increased and Dennis' breathing became ragged and laborious.

"You're sweating, " she said, wiping her hand across his brow gently. "Come," she said softly drawing his head to her soft bosom and snuggling him closer to her protectively.

"Yes, Auntie," he said, trying to mask his fear and suppress his feeling of doom. He looked up at her seeing the expected look of mock horror on her face at the mention of that word. Being close to her comforted him; he closed his eyes and let her warmth calm him as the plane's nose lifted and then shot skyward.

Dennis awoke to dim light, not even realizing he had fallen asleep. The plane was quiet except for the whine of the engine and the occasional sound of muted talking drifting from somewhere close by. Since it was an overnight flight most of the passengers were presumably sleeping. He rose off his Aunt and looked around. The couple across the tiny corridor from them was asleep the man snoring lightly. Everywhere else he saw sleeping people wrapped in their green airplane blankets. He looked over at the woman next to him. She was sleeping her head resting against the wall near the closed window shade. She looked beautiful.

Dennis still couldn't believe she was his Aunt. Although his Mother had told him about her sister, Amelia, from her father's second marriage Dennis had never seen her until a few weeks before. And, now here they were on a plane going to meet her mother and his grandfather in France. She had to be only a few years older than him. Twenty-three maybe. He sat looking lovingly at her short red hair, down to her face and her small body. She was a bit chubby, but had been lucky enough to have the extra fat in all the right places. She shifted slightly and opened her eyes and looked at him.

"Glad to see you're up..." she murmured quietly looking at him.

"Uh...it's the take off that scares me the most," he said smiling. "I can handle everything else"

"Ok, tough guy," she said with a smirk. "Could you pass me a blanket?"

Dennis leaned over and got two blankets from under the seat taking them out of their plastic and handing one over to her.

"Get some sleep," she said, snuggling under the blanket comfortably. "It's gonna be a long flight."

Dennis snuggled close to her and draped his arm across the soft skin of her naked midriff, sharing in her warmth. Amelia opened her eyes for a moment and pushed his head gently back to her bosom. Dennis was very comfortable lying close to her; very soon he was asleep snuggled in her arms.

Dennis was dreaming. He was in a dark place. It was warm; there was someone there with him. He couldn't see her face, but he could see her body, he could feel its warmth as she danced near him rubbing against him. She was naked. He could feel her body radiating heat as her glorious mounds jiggled and heaved with her movements. She came near to him grabbing the back of his head and burying it in her apple bosom. He inhaled her aroma and tasted her skin with a flick of his tongue. She straddled his sitting body still dancing in her slow enticing motions. He felt her warmth cover his belly then down to his engorged cock, spreading from its base up his shaft to the swollen head. He moaned in pleasure and began to feel the world around him melting. Somewhere deep in his mind he fought to hold on to this dream, and then came out of his sleep groggily. It took him a while to realize where he was, still feeling the warmth of soft flesh on his face and spreading along the length of his cock. Suddenly he snapped back to reality and realized that the warm feeling across his cock had not melted with the dream. He looked up into the eyes of Amelia in bewilderment and she smiled. He could feel the shape her hands now inside his shorts rubbing gently. He panicked, confused, he tried to pull away and bring his hands under the blanket to close his pants.

"Shhh..." she said calmly as if nothing out of the ordinary was happening. "You'll wake the passengers next to us."

"What are you doing?" he hissed, feeling her grip his hard on tightly as he tried to pull away.

She giggled softly and pulled his head back down towards her, resting it on the top of her cleavage and rubbed the side of his face lovingly.

"Your not gonna let me have all the fun are you?" she whispered into his ear.

Dennis lay on her chest with his eyes open staring at the back of the seat in front of him. He mind was a jumble of nonsense, every time a clear thought was about to break to the surface she would squeeze him again bringing him closer to the edge. Suddenly the situation became clear, he realized he would probably never have another opportunity like this again in his life. Warily at first Dennis moved his hand up to her stocking covered leg squeezing it gently. He heard groan softly. Encouraged, Dennis rubbed her gently moving up under her short black skirt. As reached the top of her stocking Amelia opened her legs slightly allowing him access to her. He reached expecting to feel the fabric of her underwear but felt only a soft down of hair. She wasn't wearing any panties! Amelia opened wider as Dennis ran his finger along her lips and between them spreading her fluids into the hair along its length and then rubbing it on the nub of her clit.

"Good," she purred. " Now enter me."

Dennis did as he was told plunging first his index finger and then his middle finger into her heat. Slowly at first he began to finger her, rubbing her clit with his thumb.

"Mmmm..." she groaned, stroking him in time with his own movements. "Another one."

Dennis inserted another finger into her plunging them to the knuckles and wiggling them as he moved them in and out. She increased her motions on him as he struggled to keep up with her. He could feel her juices running out of her onto his hand and all over her skirt. Her breathing increased coming in soft ragged gasps as she began wiggling against his hand. Amelia's strokes on his cock became frantic; he could feel the orgasm rising in as he increased his plunging to keep up with her. Suddenly just as he was about to explode all over her hand she stopped. Dennis looked up at her questioningly.

"Follow me..." she whispered, her eyes looked glassy and distant. She pushed him away gently and got up moving out into the small corridor. Dennis frantically tried to stuff his throbbing dick back into pants and got up behind her hoping no one was awake to see his tented pants. Everyone he saw was asleep as they walked past a few seats towards the back of the large aircraft. Amelia stopped in front of the door of a toilet stall, looking around quickly she hopped in and pulled him in behind her locking the door.

She grabbed him around the neck and pulled him to her, kissing him passionately. Dennis struggled for control as Amelia kissed him forcing his lips apart with her tongue. As suddenly as she began, she stopped pulling away from him and stooping quickly in the confined space, unbuckling his belt and undoing his zip as she did.

"Sit down," she said calmly, pulling his pants and underwear to his angles.

Dennis sat back on the cold surface of the metal toilet. He was delirious with excitement. He inhaled slowly as Amelia bent over and took his half-erect cock into her mouth. The orgasm began in him again as he felt the heat of her mouth engulf him. Instinctively he thrust his hips forward shoving himself deep into her mouth ready to blow his load. Amelia pushed off of him quickly grabbing his balls in one hand and squeezing it.

"Not yet," she whispered. Turning to face the door, she shimmied up her skirt above her waist. Dennis stared at the round shape of her beautiful butt. She looked over her shoulder at him smiling.

"Touch it," she said.

He reached and squeezed her right cheek softly marveling at the feel of it. Slowly her grabbed her around the hips and brought her towards him. He put his face against her rubbing his face on her cheeks and kissing them softly. He brought one hand around to her front and traced the thin line of hair with his finger down through the soft mound of pubic hair and between the ridge of her lips. She moaned softly and pushed back her butt on his face. He slipped one finger inside her twirling it around and then took it out and tasted it. It had an interesting flavor, a bit salty.

"You like that don't you..." she purred. "Lets have some fun"

Amelia reached under between her legs and took his shaft, rubbing the pre-cum seeping from his head with her thumb. Carefully she leaned back positioning it at her entrance and then sat back on him quickly burying him into her. Dennis gasped in pleasure thrust into her.

"Feels good doesn't it?" she purred. "Sooo...good." She pushed back on him grinding her hips slowly and the jerking them forward. Dennis reached around her pushing his heads under the elastic material of her top and pushing it up to her neck freeing her breasts.

"Mmm..." she moaned again lifting her self slightly off of him and then pushing back hard. "That's good...you like that don't you...?"

Dennis grabbed one of her large creamy breasts in each hand and fondled them roughly, squeezing and pulling on the nipples. She was bucking furiously against him now, cause a rattling every time she pushed back. Dennis pushed forward on her feeling himself coming close to climax for the third time. He wouldn't hold back this time, he pulled her back by her breasts and thrust forward as deep as he could into her. They came together then, their sweaty bodies clinging together. Her pussy milking him as he pumped his cream into her, jerking in pleasure with every spurt. Slowly and still breathing hard she got up off him, his now spent cock slipping out of her. She pulled her skirt back down and looked into the mirror smoothing her hair.

She turned and kissed him, their tongues tasting each other. She moved back grinning coyly.

"We're gonna to have a lot of fun in Paris" she said.