THERE ARE THINGS THAT defy rational explanation. Try as you might, you'll never really understand why. Art is a good example. You might dislike early Dutch painters like Bartholomeus van der Helst and his drab portraits, or love the pointillism of Camille Pissarro and Georges Seurat. You might dislike the abstract expressionism of Jackson Pollock and his contemporaries, or love the modern art of Andy Warhol. But, like a preference for strawberry over chocolate ice cream, it's hard to understand why. Why does one thing appeal to you and the other not? There is no explanation. Is it the wiring in your brain? Or is it influences from formative years? Nature or nurture? There's no explanation. As the French saying goes, "Les goûts et les couleurs ne se discutent pas".

The same is true of sexual attraction. There is no rational explanation for why some are attracted to the same sex. With the exception of adolescent trauma, there is rarely an explanation for paraphilia. I couldn't explain mine, it just was.

I love females, all types of females, older, younger, tall or short, rubinesque or waifish, it didn't matter to me. All I needed was a personality that tickled my fancy.

But my strongest attraction has always been to the unavailable; young girls, very young girls. I suspect it was driven by many factors beyond my awareness or comprehension. I had no excuse, nor explanation. I imagine, had I been able to sate my desire for the young as easily as for the mature, I might not have had such a strong yen. But the forbidden holds a dark allure, exciting and illicit. In the absence of experience the mind embellishes and entices, promising unimagined pleasures.

I've never questioned my attraction to the prepubescent or newly adolescent. It has been with me for longer than I can remember, a part of my make-up. Awareness of society's perceptions, and understanding that girls that young could not really understand sexual affection, I kept a tight lid on my bent; a very tight lid. Because of it I avoided socializing with young girls. I avoided being around them. I even averted my gaze when they were around, afraid someone might see me look and glimpse the hidden me.

This self-imposed exile affected my relationships within the family. With two older sisters, both married and both fertile, I had three nephews and two nieces, four on Sandra's side, one on Sarah's. I didn't know my nieces and nephews well. On those few family occasions I attended, I paid attention to my sisters and brothers-in-law, hiding in conversations with them.

My life was safe, staid and completely normal. I dated whenever I could. Being thirty-two I had a healthy sex drive and adored women. I expected one day to find the perfect mate, that special woman that would distract and enchant and make all others pale. It hadn't happened yet, but hope springs eternal.

Then several things happened.

Sarah filed for divorce from her philandering husband, Michael, revealing all was not well in what the family thought was a perfect marriage. Sarah, the younger of my two sisters, was also a firebrand. It might have come from always being younger than her sister and fighting harder for attention, but Sarah was loud, vivacious, and a constant whirlwind of activity and personality. One did not cross her, though, lest you had a death wish - which Michael seemed to have.

Naomi, her twelve-year-old daughter, my niece, took it hard. She felt betrayed by her father, sorry for her mother, and refused to even speak to Michael. I didn't feel sorry for him. I happened to have an old-fashioned belief in fidelity.

And then Sarah decided to return to university and finish her Masters degree in psychology, announcing she might even go for an advanced PhD degree. This created a problem. She needed someone to look after Naomi when she was at class in the afternoons and evenings, and geographic factors precluded our other sister, Sandra, from stepping up to the plate. Parents, retired in Florida, wouldn't do, either. And despite my fervent protestations, in the face of Sarah's vivacious determination, I was co-opted as "adult supervision" to Naomi. For the first time I cursed selecting an Internet blogger as a career. It made me far too available.

I'd known Naomi since she was born, yet I didn't know her at all. I'd never been alone with her, only seeing her in passing at family gatherings. But suddenly I was charged with picking her up from school and looking after her until later in the evening when Sarah would come to pick her up; Monday to Friday.

With a modest-sized condo there wasn't a lot of room to be alone. One bedroom, a den converted into an office, a living room converted into an entertainment center - large LED TV, satellite, DVD, and Sony PS3 - with big leather couches I could snooze on, a dining area, and a well equipped kitchen represented my world.

It was with trepidation that, on May 11th, I waited patiently outside St. Bartholomew's. Windows open to let fresh air cool the interior of my ancient Land Rover Defender - a solid four-wheel drive off-roader that would have been more at home with Humphrey Bogart in Africa - I studied the other vehicles parked along the street waiting for school to end. There was an impressive array of imports; Japanese imports like Lexus and Acura socializing with the Europeans, BMW, Mercedes, and Audi, as befitted the walled private school. American automotive luxury was conspicuous in its absence . . . or was there no such thing? SUV's dominated, a smart choice for the concrete jungle that was Los Angeles, I thought sarcastically. One needed to be capable of handling the frequent and sudden winter blizzards we never experienced, and handle risky off-roading over curbs and medians. At least my Land Rover was a budget-driven purchase. It was also as mechanically complex as a washing machine, making life easy for the mechanic . . . moi.

I tried to look nonchalant with an arm on the window sill, but the exclusively female occupants of waiting autos eyed me with suspicion. They were waiting for me to pull out a digital camera with a telephoto lens, I could just tell.

The school bell rang out shrilly from behind the tall wall. There was a pause, silence following the echoing ring. Suddenly laughing and giggling filled the air. Schoolgirls poured out of the front arched gate - a mass of pleated light-gray skirts hiked too high, knee-high socks, white blouses and blue blazers, backpacks carried in every way imaginable. There wasn't a boy to be seen and it made me very nervous. If I'd know it was an all-girls school I would have brought a National Geographic to bury myself behind.

In this closed world of private schools and wealth and familiarity, I was a stranger, an intruder to be watched by protective mothers and nannies, one finger on the speed dial to summon the police at the first sign of lechery.

Trying to look unthreatening, I looked away from the crowd and studied scrawny pollution-stunted trees across the street.

LEANING CLOSE, KATE ASKED, "Is that your uncle?"

Naomi nodded.

"He's cute," Kate said with a 'lucky you' smile. "Can I come home with you?"

"Shut up. Honestly," Naomi answered her best friend. "Go home."

Kate turned, throwing over her shoulder, "I want to hear everything tomorrow."

Naomi frowned. She approached the beaten-up old truck, or car, or whatever it was, with trepidation. Uncle Zackariah was staring at something across the street. In profile he wasn't hard to look at. In fact, with his wavy sandy hair messed and wind-blown, a firm unshaven jaw and straight nose, he was okay to look at. But he was so distant. He'd always been sort of cool and reserved as if he didn't care for kids. It didn't feel like he disliked her, more like he could take her or leave her.

She approached the car. This close she noticed the dents and scratches all over the deep green body. Rust was edging one wheel well. "Uncle Zach?" she called through the open passenger window.

He turned and looked at her. There was a definite pause before he smiled. "Hi, Naomi. Right on time. Get in."

Clambering up into the seat was an effort, especially with a heavy backpack laden with text books. He didn't help, reaching for the key to start the car, the whole frame shaking before the engine settled. Naomi turned to look out the window while he drove her back to his apartment. She was nervous. What was it going to be like spending time with him every day? While she was happy Mom was going back to university, she wasn't really happy about this arrangement. But despite promises to behave herself, Mom had flatly refused to let her stay at home alone.

Twenty minutes later she followed him up to his condo, the fourth floor and top of a sprawling building. He hadn't spoken. Entering, she was immediately distracted by the view. His condo overlooked the Pacific, a glass balcony providing an expansive view. Light sparked off the ocean swells. Seagulls circled. Standing at the sliding glass door she saw a beach far below at the bottom of a bluff. She'd never been to his place. This was really amazing.

"Naomi, would you like a drink?"

His offer startled her. Turning, she nodded yes, studying him. He'd left his sandals at the front door. Barefoot, in well-worn jeans and a dark green T-shirt, un-tucked with holes in it, he looked completely at ease. The fridge door was open. He was partially bent, peering in.

"Diet Coke or . . . bottled water," he offered.

"Coke's fine," she said, dropping her backpack on the hardwood floor.

"Here ya go. Make yourself comfortable. Ice is in the freezer if you want. Feel free to look around. I'll be in the office."

She took the proffered can and nodded, watching him leave. Without opening the Coke she took in his apartment. It was surprisingly neat. Weren't guys supposed to be slobs? Her cousins were.

The living room was really quite spacious. On her left a dark leather L-shaped couch faced a huge wall-mounted television on one side and the glass wall to the balcony on the other. There was a dark wood coffee table between the couch and entertainment center with magazines littered haphazardly on top, and matching end tables next to the couch, each with a lamp. To her right was a dark wood dining table for four and an open kitchen, modern, bright white cabinets and gleaming stainless steel appliances. Granite, dark gray with red veins, covered the counters and the eat-on island separating the kitchen from the living area.

Wandering around she peeked into a small room off the entrance hall; a laundry room. The hall to her left was covered in framed pictures, a fascinating collection of black and white portraits and people posing; one with a hat pulled down at a rakish angle hiding most of the face in stylized shadow, one with a pretty teen girl sitting on a stool, silver tinsel draping off her haphazardly. Naomi followed the wall, preoccupied with the remarkable photographs. Did Uncle Zach take them?

She passed an open doorway to her left, the Pacific side. Uncle Zach was bent over his desk, his back to her, tapping away at a keyboard. His office was filled with unidentifiable gadgets, open boxes and neat piles of magazines. The next room was a powder room, toilet, mirror and sink, more framed photos, and hand towels folded in rings on the wall. It was neat and surprisingly tasteful.

At the end of the hall she walked into his bedroom. Like the living room, it faced the pacific and had a floor to ceiling glass wall leading to the balcony. The low modern solid black bed was messy, royal blue sheets and blanket awry and one of the two pillows on the floor. Side tables held chrome bedside lights. Wall-to-wall cupboards lined the inside wall, and a dresser supported a large flat-panel television. To her right she peeked into an en suite bathroom. Like the kitchen it was white, white tiled floor and walls, white cabinet under a white enamel sink, glassed in shower next to a claw-foot white tub, white toilet on the opposite side. With the exception of a half-used tube of Crest toothpaste in the sink, the bathroom was as neat as the rest of the apartment.

With the inspection over, she went to the kitchen, found a glass and ice for her Coke, and settled at the dining room table to do her homework. But her mind wasn't concentrating. Uncle Zach's place was a total surprise. She had this preconceived notion that he'd live in a pig sty. It was his clothes that gave her that impression. She'd never seen him in anything but worn jeans and T-shirts, usually ratty T-shirts.

With a sigh, she tried to concentrate on the math book.

Before she knew it the sun was slipping towards the horizon. Checking her watch she saw it was six-thirty and her stomach growled in hunger.

Sarah glanced across at her daughter. "So? How was it?" she asked. Darkness had settled as she drove home. She was tired but excited. The first day of class had reminded her how much she liked learning and how much she'd given up for that asshole soon-to-be-ex husband.

"It was okay."

Sarah knew that tone. Naomi had more to tell. "Come on. Tell," she chided.

"Uncle's sort of, um, he's distant. It's like he doesn't want me there. No. That's not it. It's like . . . I dunno."

Sarah smiled. Zach had never been good around kids. She thought they scared him. This arrangement, she thought with a smile, would be good for him. "He's shy, Honey. You'll have to work on him. He's a really nice guy. By the way, did he feed you?"

"No."

"Did you ask him for food?"

"No. He was busy in his office the whole time. I didn't want to disturb him."

Sarah chuckled. "Naomi, honey, you have to remind him to eat. He'll go all day without eating when he's working."

"Kay. I'll try."

I SMILED AND WAVED to the mothers and nannies when they glared at me with suspicion and doubting frowns. There were no returned smiles. Oh well. Windows open, I rested my arm on the door edge and pulled up a National Geographic magazine and, smiling, opened it with a snap. Take that!

I was feeling a bit guilty. Somehow time had gotten away from me yesterday and, when my sister had picked Naomi up, as the front door closed, I remembered I hadn't fed her.

I was feeling a bit guilty for scuttling away from her and hiding in my office, too. But I really didn't know how to interact with her. How did you talk to twelve-year-old girls? And how could I talk to her without staring at her in that school uniform? I was quite sure it had been a man who designed the original school uniform and I was convinced he, too, had an appreciation for young girls.

Those pleated skirts flounced and swished and exposed young legs, giving tantalizing flashes of firm thighs. Knee-high socks slipped down legs exposing slender calves. White blouses were soft enough to gently hint at developing breasts and entice, hoping for a peek, with too many buttons undone at the neck.

Naomi had stared at me with large, attractive honey-brown eyes when she'd first approached the Land Rover. She'd shucked her blazer in the apartment and I'd reacted by hiding in the office. Widely spaced, petite young breasts faintly mounded her draping white blouse teasingly. Her short pleated gray skirt revealed long, slender legs with an alluring gap between. Her brown hair, shot through with sun-bleached streaks, looked fine and silky soft, feathered and falling to just below her shoulder blades. It was full of loose waves and mussed, very attractively framing her face.

Naomi was a perfect example of what scared me so; youthful beauty and innocence with a wonderfully attractive hint of pubescence. I wish I knew how to talk to her without the shadow of appreciation that hovered and made me so uncomfortable.

A school bell rang out stridently. Laughing, chatting and giggles soon followed. I kept my face buried in the National Geographic.

KATE WALKED AT NAOMI'S side talking quietly. "Come on, Naomi, what's he like? Have you seen him naked yet?"

"Kate!"

They approached the Land Rover. "Look, he even reads. He must be smart," Kate exclaimed with a grin. "I wonder what it would be like to kiss that mouth."

"Enough! Jeez, Kate, he might hear you!" Naomi chastised.

"Hi, Mr. Maitland," Kate said brightly through the open window. "Bye, Naomi. See ya tomorrow. Bye Mr. Maitland," she added with a smile and a wave, giving Naomi a smirk as she left.

"Who was that?"

"Kate. A friend."

FOR LACK OF ANYTHING else to say, I said, "Nice girl." Naomi had turned her honey-brown eyes to me. They were full of hesitancy, or was it apprehension? A slender, straight nose with little flares around nostrils pulled my gaze to a rather attractive mouth, slim bow-shaped upper lip and fuller lower lip. I glanced away.

The Land Rover trembled and shook when I started the engine. Every time I tried to speak, turning to glance at Naomi, words failed me. Finally I forced myself. "Remind me to feed you tonight," I said.

Naomi's face was turned, watching the scenery passing by her window, the breeze making her hair fluff randomly, sunlight making sun-bleached strands glint like spun gold.

"Kay."

Her hand casually combed hair straight back from her forehead to her crown in a very feminine way. When she began to turn, I looked away.

Well, all things considered, that went well, I thought. Not.

At six-thirty the lobby buzzer announced the arrival of pizza. I emerged from the office and paid. Naomi moved her text books off the dining table and I placed the piping-hot pizza on a cork pad.

"Drink?" I offered.

"Coke, please."

With plate and Coke, I leaned over her and put them on the table in front of her. I had planned to eat with her but very quickly changed my mind and retreated to the safety of the office.

Much later, after Sarah had picked her up, I sat quietly in front of the television. I still had the erection. I still felt a desire to pull it out and masturbate. I could still picture it and, in my mind, I replayed it over and over in an endless loop.

When I'd bent around Naomi to place the plate and soda in front of her my eyes had been drawn to her blouse, three buttons open, the front hanging out just enough for me to get an illicit peek down inside. What I'd seen caused an immediate reaction.

A small, soft cotton, white training bra gently coddled a petite breast. The cotton was soft and thin, forming to a smaller-than-espresso-cup mound, and, with almost satin quality edgings, it was intoxicatingly sexy. The combination of such a fresh sign of puberty and the innocence of her training bra caused a surge of desire. I thought it just might be the sexiest sight I had ever experienced.

I'd had no choice but to hide in the office. There was no way in Hell she wouldn't have noticed my condition, or at least the guilt in my eyes.

Sighing, I shut the television off and headed to the shower. I needed relief rather desperately.

NAOMI LAY QUIETLY IN bed staring at the ceiling. She was puzzled by Uncle Zach. He was so gentle and polite yet rarely made eye contact with her. Perhaps he disliked her even though she'd been on her best behavior. Or maybe Mom was right and he was shy around her. But why?

When she looked at him through Kate's eyes, she realized he was actually quite handsome, in a shaggy dog sort of way. He fascinated her. The dichotomy of his neat and tasteful condo and the way he dressed intrigued her. And that was another thing. His jeans and T-shirts were clean, just well worn. She could tell by the way his cotton T-shirts draped on him they were old and soft, the best kind.

Having to stay with him was not much fun. It was boring. She didn't like always doing homework. Maybe she'd take a book to read tomorrow.

Rolling onto her side and fluffing the pillow, she decided she'd try to talk to him, even if she was a bit intimidated. Something needed to be done.

I FELT NAOMI'S PRESENCE in the office doorway behind me. Pausing work, I turned. Man she was pretty, slender and young. Honey-brown eyes gazed at me. She looked like she was steeling herself.

"Why don't you like me?" she asked out of the blue.

"What? I like you," I claimed.

"Then how come you never talk to me. Are you shy? Mom said you're scared of kids. Is that true?"

A brief wave of panic rolled through me before logic took over. "I'm not scared of kids, Naomi. I just don't know how to talk to them . . . to you," I added, being honest.

"That's just plain silly," she replied. "Is that why you hide in here?"

"Mostly."

Naomi studied me for a moment. "I'm bored. Would you go for a walk with me?"

I'm not sure what happened but, before I knew it, as we walked along the bluff looking out at the ocean with a hot late afternoon sun beating down, I was having a long, fascinating conversation with Naomi. She wasn't as mentally young as I'd imagined. She was articulate and reasoned well, logical and quite smart. I quite forgot my discomfort. The chat completely distracted me from other thoughts that usually hovered and, before I knew it, it was six o'clock and we were three miles away from the condo.

Hunger hit and, over a meal of Panini sandwiches eaten outside at Gimboli's, a local cafe, I found myself relaxing completely. When a funny side to her personality emerged she had me laughing. And then she smiled with pleasure.

Naomi had a devastating smile. Very few are so graced. Some smile with lips alone, pleasure never reaching as far as their eyes. Some smile only to reveal acres of unattractive pink gums. Naomi's was a full-on smile, dimples forming, honey-brown eyes twinkling with enjoyment. It was like being caught in a million-watt spotlight, stunning and breathtaking. And then she combed her loose hair up over her head, tilting her head slightly and took my breath away. Simply stunning.

Over the next couple of weeks I changed. I began to look forward to picking Naomi up from school. I smirked at the other waiting mothers and nannies and, just to bug them, tooted the horn when I'd spot Naomi and wave. I started getting up earlier in the morning so I could finish work and spend time with her. And like heroin, she was addictive. The more exposure I had, the more I needed.

I was particularly proud of myself, too. Constant exposure to her seemed to suppress the guilty attraction I had. It was easy to lose myself in her personality and, for the first time in my life, just enjoy the innocent pleasure of youth. I don't think I'd ever been so happy.

Perhaps that's why I didn't hesitate when my sister asked if I'd let Naomi sleep over. Sarah had a date and was rather excited about it, some professor, she said, laughing at how she'd always daydreamed about dating a professor back when she'd gone to university the first time and now she could.

"Naomi can use the fold-out bed in the office," I'd said.

"Thanks so much, bro. She won't be any trouble, I promise," Sarah had assured me.

Of course she wouldn't.

IN A HUSHED VOICE, Kate asked, "You're going to sleep at his place? Like alone together? All night?"

"I'm sleeping in his office, on a fold-out bed," Naomi replied, hiking her over-packed backpack onto her shoulder.

"Bet you'll see him naked," Kate whispered. "Don't forget your phone. Take a picture."

"Jeez Louise, Kate! All you think about is sex!" Naomi exclaimed, then blushed when she inadvertently pictured Uncle Zach naked. "Go. Your mom's waiting."

"Text me," Kate threw over her shoulder as she headed down the sidewalk, grinning broadly.

Naomi blushed again. Last night she'd had a sexy dream about Uncle Zach. Over the past couple of weeks she'd seen Uncle Zach change, his real self emerging, and wow.

He was just about the easiest person she'd ever talked to. No one paid so much attention to what she said or thought. The way he'd look at her with those warm brown eyes would sometimes make her lose her train of thought. She'd been really surprised to find he had a really funny side, too. She hadn't giggled so much in like, forever.

Spotting Uncle Zach waving at her, she smiled and waved back, picking up her pace. When she tugged open the Land Rover's door, he reached across and took her heavy backpack, a warm welcoming smile on his face greeting her, eyes twinkling at her. She blushed again when her dream flitted though her mind.

"Hey, Naomi. How was school today?"

"Really good now," Naomi answered.

"How come?"

Naomi grinned. "It's over and it's Friday," she said, silently adding to herself, and I'm spending the night.

I ALMOST MISSED THE slight coloration on her cheeks, distracted by her incredible smile, dimples, and bright eyes. Her fine, silky hair was half out of the ponytail, falling loosely over her face when she clambered up into the passenger seat. She looked a bit mussed and really quite gorgeous.

"What's in the backpack?" I asked, heaving it into the back seat.

"Clothes and stuff," she said, pulling the seat belt on and blowing hair out of her face. Seatbelt locked, she tugged her hair band off and fluffed her hair, ending by sweeping it back over her head with her hand.

I loved watching her do it. It was so feminine and unconsciously sensual. Starting the engine, I grinned and waved at the matrons when we pulled away. They didn't smile back. Screw em.

It was a typical Californian day; hot, sunny and unusually smog-free from a south-westerly wind that had delivered Los Angeles' smog to Nevada. The breeze coming through open windows was hot and dry.

"Did I mention we're going to have dinner out?" I asked, turning off Wilshire Boulevard towards the coast.

"Why didn't you tell me yesterday?" Naomi asked. "I didn't bring proper clothes to eat out."

"Don't worry. You can wear anything comfortable." I smiled to myself. I'd planned a picnic dinner on the beach, sunset and all.

Back at the condo I showed Naomi where I'd cleared some room in the office closet for her. The sofa was opened into a twin-sized bed, sheets and blanket on.

"Why don't you change and we'll be off."

Naomi looked at me, honey-brown eyes puzzled. "Change into what? You haven't told me what we're doing."

I smiled. "Picnic dinner on the beach. You can wear a bathing suit if you want to swim."

"I didn't bring a suit. Why didn't you warn me?"

"Just thought of it this morning. Wear whatever is comfortable. I'll get the stuff together."

The door closed as I left. In the kitchen I began to assemble the picnic. An insulated foil bag was packed with Cokes, bottled Evian water and a few Rolling Rock beers for me. A thermal backpack took plastic plates, knives and forks and food; an English pork pie, French baguette sandwiches - one of roasted red peppers, baby arugula, and creamy goat cheese, one of black Forest ham and Swiss cheese, lettuce and tomato with a coarse Dijon mustard - and dessert, the making of s'mores.

Just when I closed the flap, Naomi emerged. It was the first time I'd seen her in anything other than a school uniform since she'd started staying with me. I wasn't prepared. I could never be prepared, my imagination too limited.

Naomi looked almost shy as if worried about my opinion. She shouldn't have.

She wore a Jean Paul Gaultier style top, a linen type material, white with spaghetti straps and v-neck, short enough to expose a bare midriff, with horizontal strips of cloth above revealing even more of her stomach. It was obvious she wasn't wearing a training bra. Faded cut-off jean shorts fit her like a glove revealing exceptionally narrow hips. Horizontal denim creases radiated from her crotch drawing eyes to the distinct mound of her pussy, and long, bare legs drew my attention down to white sandals with straps around dainty ankles. She took my breath away. In that moment she demolished all the restraint I'd been so successful at building. She was a stunningly attractive nymphet; a perfect example of the forbidden that attracted me so much; my ideal illicit desire.

"Good God," I gasped, "you look . . . edible." What the . . .? What was I doing? Silence thundered before I asked with an embarrassed grin, "Did I just say that out loud?"

Naomi laughed and blushed, a pretty rose color dusting her cheeks. She nervously swept her hair up and back, tilting her head in that exquisitely feminine way. I reacted. A partial erection formed.

NAOMI'S HEART WAS BEATING hard. She felt heat in her face. She'd been so nervous dressing. Last night's dream had been so vivid. In her dream Uncle Zach was lying next to her holding her in his arms. He'd stared at her with those sexy eyes full of desire, and bent slowly to kiss her. In her dream his lips had felt warm and soft and exciting, his hand heavy on her hip. She'd felt his gentle kiss in her nipples and pussy, a wave of arousal storming in. When his tongue had gently touched her lips she'd moaned and opened her mouth to let it in. It had been a fantastic kiss. And when she'd woken up her panties were damp. Showering before school, she'd diddled herself to an intense climax replaying that kiss over and over and over.

That's when she'd picked out her clothes for the sleep-over. She'd selected her outfit carefully. Without too many curves on her body and practically no boobs, she'd picked clothes that would reveal but not reveal.

Once changed, excited trepidation had followed her when she emerged from his office. She was jittery. But, when he looked at her, gawd! His eyes had grown so big, his stare intense. His gasp thrilled her and made her nipples tingle. But his grin, such a boyish grin, and the comment about talking out loud made her laugh with nervous relief. He liked her outfit! And edible? How sexy!

"Is this really okay?" she asked.

He grinned again making her heart flip. "Yes, this is very okay." Hitching the backpack over his shoulder, he reached for her hand.

She took it and, heart thumping, let him lead her out of the condo. Half an hour later he was driving down a rutted and sandy track, the Pacific a deep blue expanse to her right with long rolling swells. The twisting and turning sand track descended from scrub-brush covered hills until they arrived at a gray stone beach, Bluff Cove, he said.

Alighting from the Land Rover, sun suddenly scorching when the breeze died away, she took his proffered hand and followed him to a small, sheltered and very private strip of beach. A salty breeze returned thankfully, smelling wonderful and cooling her. Naomi regretted not having a swim suit.

I WAS FINDING NAOMI TO be extraordinarily distracting. Sitting next to me in the Land Rover I'd been distracted by sexy bare legs, her slender thighs pressed to the seat. I'd felt the ghost of her hand in mine, too. At the beach I needed a diversion rather urgently. It was still too early for dinner; four-thirty or so.

"Want to walk along the beach?" I asked. She nodded in agreement and we set off at a slow pace, pausing to pick up and throw stones or just to breathe deeply and take in the view.

While we walked I told Naomi about how I loved the ocean. I loved the mathematical precision to the progression of ocean swells, how they arrived relentlessly to throw themselves on the beach in a final thump, foaming and roiling and racing towards us just to lose steam and hiss and retreat in defeat.

I told her about the golden number or Divine proportion, 1.618033, evident in all nature and sometimes called God's number, how it dictated beauty and the joints in your body and rose petals, and defined the spirals inside sea shells or snail shells.

I talked about how I wished I could buy a cabin cruiser and live on the water, take short trips up and down the coast, or simply relax and let the gentle rocking motion bring me peace. Naomi smiled and encouraged me to buy one, promising she'd be the first to come on a cruise.

And every time she got just ahead of me, I wished I had that cabin cruiser and I could take her away. My niece had a slender and petite ass that filled her cutoff jeans to perfection, straining against the denim, mounding out from her lower back. Denim dipped into the lower part of her bum crack. I'd been an ass man all my life and Naomi's was exquisite.

I sported a partial erection the whole time and when she couldn't see me, I ogled her rump. The sexiest part of a female's bum, to me, is where buttocks meet thighs and horizontal creases form. Naomi's shorts were cut high enough that the sensual, sexy bottoms of small buttocks were uncovered and those little creases visible. My mind had no trouble at all picturing her rump naked. The first time she bent to pick up a stone, I gasped quietly, a flash of white panties appearing at her crotch.

By the time we returned to our blanket and backpack I had a damp spot deep in my boxers. To distract myself I started arranging dinner and making a fire pit, even though the sun was a couple of hours from setting.

NAOMI STRETCHED OUT, LEANING back on her arms while studying the ocean. She watched Uncle Zach out of the corner of her eye while he busied himself preparing a fire. She felt very pleased with herself and excited, too. Throughout the lazy walk along the beach she'd caught Uncle Zach staring at her ass. His expression was unmistakable. He liked her butt. Knowing that, she'd deliberately bent over to pick up stones, feeling naughty and sexy and aroused, all at the same time.

While he prepared for a beach fire she studied his face. He had really nice "Divine proportions", even with the slightly larger nose he'd gotten from Grandpa. Not having shaved, his day-old beard added to the impression of a shaggy dog. And now she studied him, his mouth was really quite sensual. Naomi glanced away and blushed when he looked at her suddenly, a big wonderful smile on his face. Did he know she'd been studying him?

"You could help, you know," he said.

"Help how?"

"Go find driftwood for the fire."

"And when I find it, what then? You don't actually expect me to carry it back here do you?" she asked cheekily with a grin.

Uncle Zach chuckled. "Send up a flare. I'll come running."

I HAD TO SHAKE MYSELF when I realized what I was doing. Standing stock still, I'd been admiring a miraculously small, compact butt and long shapely legs walk away from me. The contrast of her petite breasts barely breaking the plane of her top against the rest of her prepubescent body was startlingly attractive. She was at that perfect stage, on the cusp of maturity with the mental skills of a smart lady yet cheeky and fun-loving, her youth still clinging on, refusing to be displaced.

Best of all, I was beginning to relax around her despite the attraction I still felt. I was getting used to it. Hopefully it wasn't showing anymore. But life always throws curve balls at you just when you're least prepared. And it did with Naomi.

Three beers inside me, half a sandwich disposed of and relaxing, enjoying the sun as it drifted towards the horizon in a spectacular blaze of changing color - bright yellow fading to egg-yolk fading to glinting gold - and comfortably leaning back on my elbows, Naomi asked for another bottle of Evian water.

Fishing into the bag, I rolled onto my side to pass it across.

"Here ya go," I said.

Naomi, sitting cross-legged, reached out, leaned towards me and magically emptied my brain of blood, all of it rushing down to my groin. Her top gaped open and I beheld two of the sweetest naked little breasts I'd ever seen. Petite, no wider than a silver dollar and sensuously sloped, they were topped by light pink areolae and soft nipples. A summer tan accentuated creamy white skin. When she moved back I was still staring at the spot where they'd been, still seeing them. All I could think was utterly fabulous.

"Thanks," she said.

Her honey-brown eyes studied me, beautiful eyes I could spend hours looking into if I had the courage. Did she know I'd seen her breasts? Had I leered? She must have. She was blushing! Was it even accidental?

"Welcome," I sort of muttered, breaking eye contact guiltily. A short silence passed.

NAOMI HAD SEEN WHERE Uncle Zach had looked. He'd seen her boobs. She felt her cheeks go warm, again. But the expression of . . . wonder, that's it, wonder that had emerged on his face made her feel even warmer, a flush coursing through her body. The memory of her dream kiss came storming back and before she knew what she was doing, she blurted, "Would you like to be my boyfriend?"

MY HEART ACTUALLY SKIPPED a few beats. For just a second I thought the Gods were on my side. It was heady and exhilarating until I remembered Naomi was my underage niece.

"I can't," I said regretfully. "I'm too old for you and your uncle."

"How about my secret boyfriend? No one would know," she countered.

"And what would that involve?" I asked. I should have said no, but I was too intrigued, and my dear friend in my pants was heavily influencing rational cogitation.

"We'd go places together and, if you want, maybe kiss?" Naomi offered hopefully, accompanied by a furious blush.

"You'd let me kiss you?" I asked, somewhat bemused and beginning to believe in the Gods again.

"You don't have to," she immediately replied, glancing away.

I dived in before she could change her mind. "Oh no. I think I'd like that very much."

A gorgeous blush dusted her cheeks, honey-brown eyes shining with excitement. Jesus she was gorgeous. And I had to be the luckiest guy ever. "Um, does this beach count as going places?" I asked.

"Uh-huh. I guess."

I experienced a perfect kiss. Leaning towards her, Naomi leaning towards me, eyes locked, hers so full of emotions - excitement, anticipation, nervousness, and beautifully shy - I dropped my eyes to watch her small, sensual lips. Close enough to feel the slight waft of her breath and inhale her scent, lips touched lightly. Slight pressure and I was kissing her. Her lips were warm and soft and exciting. It was an exquisite kiss, chaste and thrilling, lips closed.

It ended far too soon and when I drew back, Naomi blushed deep red, her liquid honey-brown eyes shining.

"Perfect," I said softly. "I might need to do that again soon."

A smile emerged, proud, relieved. "Okay," she responded softly. "I'd like that."

Before I knew it she'd cuddled to my side. We didn't kiss again and didn't talk about it. But my mind was full of her.

When the sun dipped below the horizon in a last flare of spectacular, a chill breeze arrived drawing goose bumps and shivers. Naomi cuddled closer but the chill was too much. We agreed to forego dessert and settle for a movie at home.

This time when I took her hand, she intertwined her fingers with mine, an intimate gesture not lost on me at all.

"Do you have Casablanca?" Naomi asked on the way home.

"Who doesn't?" I asked. "One of the greatest."

"Can we watch it?"

"Sure."

"I'll take a shower first and change. Is that okay?"

At home I searched through the refrigerator for the leftover double chocolate brownies I'd made from scratch, discovered some strawberries and, with a beer for myself and Coke for Naomi, set it all on the coffee table, shoving magazines aside.

Down the hall the sound of the shower started. I hunted through the collection of movies on my computer until Bogey was found and set everything up for Naomi's return. Sipping a beer I replayed the kiss. Simply wonderful. How did I get so lucky?

"Uncle Zach?"

"Yeah?" I yelled out.

"There's no towel. Can you bring me one?" Naomi yelled back.

"Hold on."

Pulling a thick olive green bath towel out of the linen closet, I carried it to the bathroom. The door was partially open. One honey-brown eye peeked out, hair dark and damp and scraggly. An arm reached out.

"Thanks."

The door closed. I stood rooted to the spot. When Naomi had reached out for the towel she revealed the side of her body. Not much, but my God. From shoulder to knee perfectly bare skin with white tan lines where a bikini had resided at some point in time was revealed; silky taut young skin. Enough showed for me to appreciate the slender shape of her body: the slightest taper of her waist, a narrow hip bone and the sensual soft curve of her ass and thigh. I was rooted to the spot, an erection forming.

When I added that sight to the peek at her petite breasts, an image formed that took my breath away. God Almighty she was attractive. Somehow I made it back to the living room. The beer disappeared in three rather large gulps. A fresh one was fetched. I turned the television on to CNBC and tried to distract myself.

"You have the greatest shower, Uncle Zach," Naomi declared, entering the living room. "The water pressure is great! Is the Coke for me?"

In an oversized nightshirt her legs looked long and bare and smooth and lovely. She wafted soap and fruity shampoo at me when she sat on the couch. A bottle of pink nail polish was set on the coffee table. She combed out her long damp hair and leaned back.

"Ready," she announced, her feet finding the edge of the coffee table, small toes wiggling. Naomi was definitely more at home in my condo than I was at that particular moment.

Casablanca soon absorbed me. I loved the movie. To me, black and white movies depict moody ambiance better than modern color movies. Without the distraction of color everything else comes into sharper focus: textures, expressions, and shape. It was a perfect Friday night movie.

By about the time the Germans broke out into their national anthem at Rick's bar I was calmer. Naomi scooted to the edge of the couch, her nightshirt riding up to expose full bare, slender legs. She leaned forward, knees bent, brushed her hair back with fingers and reached for the nail polish. A vigorous bottle shaking ensued and I became completely distracted as she carefully applied bright pink polish onto each little toenail, occasionally pausing to wiggle them and study them.

I'd never given toes any thought before, but Naomi's toes were wonderfully cute, especially the pink-painted ones. Her second toe looked almost longer than her big toe. As pink spread I admired the slender delicacy of her feet and ankles. Eventually all toes were pink. Naomi leaned back lifting each foot separately to admire.

"It's nice. Do you like pink?" she asked, turning her honey-brown eyes to me, a lovely smile gracing her pretty face.

"I do now," I replied.

Naomi turned to lean back against the armrest and put her feet in my lap, her attention returning to the movie. "Can you blow on them?" she asked, lifting and waving a little foot in my face.

It was delicate. Her foot was small in my hand. I blew gently finding it oddly pleasurable. When it looked like the polish was dry, I let her foot down. She immediately raised her other one and wiggled it. Smiling, I blew gently until it, too, had dried. Admiring her slender, smooth leg, wondering what it might feel like to run a hand along it, my eyes made the journey my hand couldn't. I never reached her face, instead turning and jerking my eyes away.

I might have blushed. My face felt hot.

Lying in bed, in the dark, I stroked my aching erection, eyes closed. Naomi's long young leg with lovely tapered thighs had drawn my gaze to a rucked-up nightshirt, just high enough to reveal thin white cotton panties. In the position she was in - one leg down, her foot in my lap, the other raised, foot in my hand - her soft-looking panties had formed tightly to a young mound, so tight the outline of a little cleft showed. Her pussy appeared to pooch out, lush and ripe, accentuated by elastic edges buried between pubis and thigh.

I stroked my aching erection wondering what her sexy pussy would feel like in my palm. It seemed so delicate and sensual. Precum made my shaft slippery, heart beating harder as I began to piece together the glimpses I'd had through the day: exquisite petite breasts with light pink areolae and soft nipples; the bottoms of her buttocks revealed in cut-off jean shorts, a perfect little ass; the amazing sight of the side of her naked body showing around a partially open bathroom door revealing how gentle and immature the curves on her body were, white marks from sunning in a bikini; and her mounded little pussy pressing against cotton panties.

In my mind's eye I put the pieces together and it was stunning and exciting and erotic. Imagination took over. I replayed kissing her small lips chastely and let a climax wash over me, erection swelling, semen erupting, bliss. Eyes tightly closed, Naomi revealed in all her splendid glory, I came hard, cum spurting in pure pleasure, cumming hard until my body cramped and collapsed, suddenly released with the passing of my orgasm.

Naomi and I entered into a fascinating stage of our relationship. I experienced young romance in a most innocently beautiful way. Naomi would half skip, half run to the Land Rover after school, beaming at me, throwing herself into the passenger seat with excess energy. The trip back to the condo would ratchet up the tension, neither of us saying too much and, as soon as the front door closed, Naomi would drop her backpack and come into my arms, hugging me. The chaste kiss was always sexy and sweet and intensely arousing. The kiss announced the arrival of flirting time and it was, without doubt, the best time I'd ever had.

I wasn't treated to more peeks or titillation. That was okay. The images from that one day fueled my erotic imagination every night bringing me intense pleasure. And every time I held Naomi in my arms for that after school kiss, she gave me the intense pleasure of actually holding a slight girl, a young girl, so petite in my arms and against my body I'd tremble with excitement.

However, I did get arousing peeks of a training bra strap and thoroughly enjoyed the faint shadow of her little training bra under her white school blouse. Those images were added to my collection. We'd take a stroll or go dinner shopping almost every day and it became normal for Naomi to slip her hand into mine. A gentle squeeze would be exchanged, a secret sign possibly, and when no one would notice, she'd intertwine her fingers with mine, a very loving and intimate gesture. I was completely enamored with her. Romance with a twelve-year-old felt so different; fresh, new and exciting.

Naomi was sweetly sexy, innocent and shy in her amorous attentions, looking at me with large honey-brown eyes as we'd sit side-by-side on the couch. I only had to smile and bend my head slightly for her pleased smile to emerge, her eyes close and hand reach up to gently hold my neck. Lips would touch. A chaste kiss would linger and my lips would tingle for a while after. Naomi, for the first week or so, blushed every time we kissed, the blush slowly diminishing but never leaving as comfortable familiarity grew.

Her sweet blush returned in full force on a Thursday. We were sitting watching television, Naomi next to me close to my side with her legs curled up on the couch, when her mother called to let her know she was waiting downstairs. Naomi jumped up to collect her backpack and when she opened the door, I put a hand on it pressing it closed. She turned, her pretty eyes looking up at me in surprise.

"Can I have a goodbye kiss?" I asked for the first time.

She smiled with pleasure and stood up on tiptoes. My arms pulled her against me. I bent my head, once again lips touched lightly. Her hands slipped around my waist and things changed. Naomi let out a soft murmur, her eyes closed as if all her senses were focused on our kiss. She pressed her slender body to me and I reacted. I actually let the tip of my tongue brush her lips lightly. A momentary pause followed. Naomi murmured into my mouth and the tip of her little tongue touched the tip of mine. That was it. No more happened. The kiss ended. But Naomi graced me with a furious blush and the sweetest smile.

"Bye, Uncle," she said softly.

The door closed quietly behind her.

I took my erection to bed and relived that kiss, stroking myself.

PULLING AWAY FROM THE condo, Sarah asked Naomi, "How's Uncle Zach?" Her daughter had literally danced out the front entrance, smiling broadly.

"He's good," Naomi replied. "Did you know he's really quite funny."

Sarah smiled. Back when they were kids, Zach the youngest one, he would make her laugh so hard when he'd parody Mom and Dad having an argument over the food or which television channel to watch. That humor had subsided when he'd matured. The fact that Naomi was bringing it out in him was nice to hear. And she seemed to be flourishing, too.

"Here ya go, Mom," Naomi said, passing an envelope over.

"What's this?"

"Final term report."

Later, in bed, Naomi hugged her pillow and played that kiss over and over, her nipples tingling, gentle arousal making her pussy throb. Uncle Zach's kisses were wonderful, but that one! She'd touched his tongue! She'd French kissed Uncle Zach! Or, at least partly French kissed him.

For perhaps the first time she needed no stimulation, already moist when her finger slipped under cotton panties and down to caress herself. Eyes tightly closed, Naomi replayed the kiss over and over bringing herself to a soft, warm, beautiful climax.

Sighing deeply, she relaxed and wondered how far their relationship might go. Now she was really glad she'd had the courage to ask him to be her secret boyfriend. He was such a sexy guy, sweet and as cute as hell now she knew him. Would he try to feel her up? Would he even want to with her boobs being so small? Was there a way she could find out?

With dreams of cuddling, kissing and touching, Naomi slept.

ANOTHER SHIFT IN MY relationship with Naomi happened over the weekend. I received a telephone call from Naomi on Saturday mid-morning.

"Uncle Zach," she said in a sotto voice after we'd greeted each other. This was the first time she'd called me. "Can I ask you something?"

"Sure." I wondered what she wanted that was so important it couldn't wait for Monday.

"School ends in two weeks. Mom's university classes go on for another month. She wants to send me to a summer camp and I don't want to go. Do you think I could stay with you during the day?"

"I'd love it," I replied despite not knowing how I'd manage the distraction of Naomi and do work at the same time.

"Thanks!" she almost whispered. "Mom will probably call you to ask. This is so exciting!"

True to her prediction Sarah called me that evening.

"Zach, I don't know what's gotten into that girl," she said with an edge of frustration. "She refuses to go to summer camp. I've never seen her so stubborn. Listen, would it be possible for you to keep an eye on her during the day? Just until I've finished classes," she added in a rush. "Her school year ends in a couple of weeks. Please?"

"Sure. She's no trouble," I answered, excited at the prospect but still not sure how I'd handle work.

"You're a life saver, Zach," Sarah exclaimed with relief.

Thus, Monday afternoon, waiting in the Land Rover and smiling at the frowning matrons watching my every move like hawks, I was greeted by Naomi waving and almost dancing to the car. She tossed her backpack at me with a massive, excited smile and jumped into the passenger seat, leaning in when I was turned putting the backpack behind us. She kissed my cheek.

"Hi," she said brightly.

"Hi you," I replied and, grinning, waved to the matronly security platoon as we departed. Naomi's kiss in greeting was a first, and most enjoyable.

But once the front door of the condo was closed, a perfectly gorgeous girl dumped her backpack on the floor, turned and pressed herself into me, arms wrapping around me. A smile of excitement appeared. She turned her face up to me, rising on tiptoes, and we kissed. Wonderful.

It became rather exciting when a little tongue emerged, friskily tasting my lips. The shudder that shook me and sudden arousal that stormed in almost had me picking her up and carrying her to bed. I didn't. A bit of tongue teasing and the kiss ended. But I could not resist. It was too tempting. I squeezed a petite buttock over her school skirt and it brought out a beautiful blush enhanced by twinkling honey-brown eyes.

"I think Mom's planning another date with the professor guy on Friday or Saturday," Naomi announced, dragging her backpack to the dining table. We'd agreed she would do her homework right after school, despite her preference to delay that pleasure for later, or never. "That means she'll be out late. Maybe very late," Naomi added with a grin. "Can I sleep over again?"

Tugging the refrigerator open I grabbed an ice cold bottle of Evian water for myself and a Coke for Naomi. "No, sorry. I've got a date," I said casually, carefully keeping the smile off my face.

She paused, textbook half out of her backpack. Her pretty eyes widened. "You have a date?" she asked, shocked. Her disappointment was starkly evident, face falling, and the sparkle leaving her eyes. I loved it.

I grinned. "Nope. But one day I might," I answered.

"You're an ass!" She went back to pulling books out. I heard her mutter, "Two-timer."

The news from my sister was even better when she picked Naomi up. The date was two days at a discreet hotel part way down the coast. The news was accompanied by a blush. Now I knew where Naomi got her blush from.

"Thanks, Bro," Sarah said. "Jeesh, Naomi might as well move in with you, she's spending so much time here."

Naomi's big smile at her mother's comment was lovely.

KATE LOWERED HER VOICE and asked in a hushed tone, "You're sleeping over again?"

"Yup. Tonight and Saturday. And staying with him during the day once school finishes," Naomi announced quietly. The din of school ending - girls rushing and lockers slamming - filled the air.

"You're definitely gonna see him naked," Kate whispered. "Show him some skin. Maybe he'll react. Wear skimpy clothes. Would you kiss him if he tried? Let him see your bra strap or something."

"Kate! Honestly. You'd think you're horny for him!"

Kate grinned. "I am. He's cute. Have you noticed he's like a shaggy dog?"

"No."

"Just because he's your uncle doesn't mean you can't ogle him a bit. Pretend you're window shopping," Kate advised, adding, "Except picture him naked and, like, pretend he's caressing your boobs." She paused. "Gawd, just imagine."

The sun was hot when they stepped out the front entrance, Kate leaning in close.

"Give him a peek down your shirt. Maybe he likes small boobs," Kate whispered with a giggle.

"Kate! Stop! Go. Your mom's waiting."

Over her shoulder, Kate threw a departing comment. "Bet you're imagining now!"

Naomi blushed deeply and picked up her pace, spotting Uncle Zach parked down the street. She was.

I WAS SUFFERING ANOTHER erection and considering easing myself off the couch to discreetly relieve the condition in the privacy of the bathroom.

Naomi had aroused me with another teasing kiss when we got back. They weren't full French kisses, just teasing tips of tongues touching, and perhaps because of it they were much more arousing. She'd promptly changed into some khaki style shorts and a baby-blue T-shirt. We'd strolled along the bluff, found a Starbucks for Iced Lattes and, on the way back, picked up a couple of pizzas to reheat for dinner.

Talking to Naomi was remarkably easy. Time flew. Before I knew it she asked if we could watch another old movie, announced she'd take a shower and change first, and disappeared only to reemerge blushing slightly.

"Uncle Zach? I forgot to pack a nightshirt. Could I borrow one of your T-shirts?"

When Naomi emerged from her shower she took my breath away. Blood flowed south. She looked lost and cute in my olive green Tee. Her blow-dried brown hair looked as fine as silk and full of sun-bleached streaks. Long, bare legs drew my admiring inspection. When she finger-combed her long hair back over her head in a move I was beginning to love I silently gasped. The Tee rode up slightly and a flash of baby-blue panties appeared, her little pussy coddled by cotton with a distinct camel toe.

She plopped down on the couch next to me with a smile of excitement and twinkling eyes.

"Can I have some of that white wine?" she asked, noticing the glass in front of me.

I'd opened a lovely bottle of Santa Carolina Reserve Sauvignon Blanc, an aromatic white from Chile with complex fruit and floral flavors, as an accompaniment to the pizzas. "One glass," I reluctantly agreed. She popped up, grabbed a glass from the kitchen, plopped back onto the couch and held it out.

With The African Queen playing, thoroughly absorbed in Humphrey Bogart and Katherine Hepburn not getting along, we ate. I didn't notice Naomi pour herself more wine. Thus, when the bottle was empty after two large glasses, I was rather surprised. Then, before I could chastise her, Naomi pushed empty pizza boxes out of the way, still paying attention to the movie, and started vigorously shaking a bottle of pink nail polish.

I reacted like a Pavlovian dog, immediately feeling a stir of arousal while recalling the last time she'd used nail polish.

Naomi, feet up on the edge of the coffee table, carefully painted her little toes pink. I watched, absorbed. This time she wasn't quite as perfect as before, uttering the occasional, "Oops," and wiping off errant polish. Anticipation built. Would she ask me to blow on her toes? Would I get another arousing glimpse of her pussy clad in baby-blue cotton panties?

Nope.

Once done, she moved into my side and cuddled, which was nice but not as nice, and, heels on the coffee table, she wiggled her little toes.

"Do you like this pink?" she asked.

"Yes."

"Me too." She snuggled a bit. "It's different from last time."

"It is?"

"Yeah. This one's Carnation pink. The other one was Lavender pink. Which one do you like more?"

I could no longer tell the difference between the two than identify one newly minted dime from another. "This one?" I asked, taking a stab.

"Really?" Little toes wiggled. "I like the other one a bit more. It's a nicer shade."

"How come you don't do your fingernails?"

"It's not allowed at school."

With a sigh of regret at not benefiting from another panty flash, I put my arm on the couch behind her and turned back to watching Bogey, debating opening another bottle of wine just for me. How much had she consumed?

Not half an hour later I found out. Naomi sort of melted and slipped down, her head in my lap, legs curled. I caressed a slender bare arm. She sighed. Bogey and Hepburn were beginning to like each other, Katherine looking delightfully bedraggled from their trip through the jungle river.

"I like kissing you," Naomi said out of the blue.

After a brief pause, I replied. "I like kissing you, too."

A few minutes later Naomi spoke again. "Kate thinks you're cute." A few moments later she added, "So do I." Moments later she added, "Maybe we could do something more." And perhaps a minute later, "Your kiss turns me on."

Frozen in place, mind racing, I wondered what "more" meant. Should I ask? Before I reached a decision Naomi started breathing softly, rhythmically; she'd drifted to sleep, most likely from too much wine. I had a partial erection just from imagining Naomi horny. What a lovely thought. What did twelve-year-old girls feel when they were horny?

Her arm fell limply, hanging off the couch, my hand falling to rest on the side of her body, and I just about had a heart attack. The edge of my index finger was resting against the underside of a petite breast. Holding my breath I waited for her to move. When she didn't I called to her in a whisper, "Naomi?"

No response.

Staring at the television and not seeing it, every one of my senses were tuned to the edge of my index finger. I tried a micro movement, pressing ever so gently against her surprisingly resilient little breast. When my move elicited no reaction, now with a full erection that she'd feel against her cheek if she was awake, I succumbed and edged my finger up, thrilled at how her petite breast had perfect shape even on her side. Reaching the tip, her nipple soft but defined, I reversed, caressing the slope back down, arousal storming into me. It felt perfect; small, almost conical. I was actually feeling a twelve-year-old's breast!

The movie ended and interrupted my exploration. It was time for bed. Besides, I needed relief very, very badly.

"Naomi," I whispered softly, shaking her shoulder. "Time for bed."

She stirred and sat up. "Kay," she responded, yawning and stretching.

Fifteen minutes later I was in bed, stroking a painful erection, and living that moment again. I added the sensation of touching her to the visual I had from seeing her petite breasts previously, stroking my erection. Precum leaked and lubricated my hand. I imagined being able to take her whole little breast into my mouth, the whole thing, suck on it gently and feel her nipple wake up in my mouth. I imagined caressing the other firm little boob and, stroking harder, I erupted, semen jetting out in a burst of ecstasy. I stroked and spurted, cock swelling with each load, pleasure flooding my body until my orgasm passed far too soon, peace arriving.

NAOMI WOKE TO THE bright light of morning sun streaming into the room. She had a headache and, for a moment, couldn't understand why. Then she did. Wine. More memories flooded back and her whole body flushed hot with embarrassment.

Oh m'God! Had she really told Uncle Zach she'd get turned on from kissing him? And had she really told him she wanted to do some more stuff? With a full bladder she crept from the bed and poked her head out. Silence. Scurrying quickly she hit the powder room and peed.

THE FLUSH OF A toilet woke me. Naomi was up. Rising, I showered and pulled on soft sweat shorts and a Tee before emerging, surprised not to see Naomi out in the living room. Coffee perking, I turned my attention to breakfast, admiring the view of a calm Pacific ocean, swells rolling in. In the distance I saw oil tankers passing. The day looked like it was going to be hot, again. Bacon and eggs, I decided, my stomach rumbling with hunger.

"Naomi?" I called out, knocking on the office door. When I got no reaction, I opened the door and stuck my head in. "Wake up. It's time for breakfast. How do you want your eggs?"

Naomi was curled on her side facing away from the door and almost buried under the covers. "Naomi? Is something wrong?"

When she didn't respond I entered and sat on the edge of the bed, the thin mattress dipping. "Sweetheart? What's wrong?" I asked, placing my hand on her shoulder.

"I don't want breakfast," she finally answered.

"Why?" Waiting, I added, "Naomi? Talk to me, honey."

"I'm embarrassed."

Hmm. "About what?"

"What I said."

"What did you say? Remind me," I suggested, although I had a good idea what it might be.

"No."

"Was it about liking kissing me? Cuz if it was, I like it, too."

"Not that."

"Then what?" I asked, caressing her shoulder.

"The other stuff . . . about getting horny and wanting to do more stuff."

"Well let me tell you, if kissing me didn't make you horny I'd be really disappointed," I said with a smile. "Your kisses sure make me horny."

Naomi rolled over, eyes wide. "They do?" she asked as if surprised.

"Of course they do. How couldn't they?" I bent and kissed her cheek. "Now get dressed and come to breakfast. How do you want your eggs? Scrambled or fried?"

Standing at the stove I pondered the complexity of Naomi. She seemed so bright and gregarious at times, yet would blush and reacted shyly at the slightest sexual innuendo. Sometimes I thought she really wasn't conscious of how pretty she really was . . . at least to me she was. Her blushing, that shyness, was the one thing holding me back from encouraging her romantic advances. I did not want to lead her into something, no matter how delightful and attractive the idea was. I thought I'd be quite happy taking my active imagination to bed with me. Feeling satisfied with my moral rectitude, I began to plate breakfast.

"Smells good," Naomi announced from behind me.

Two breakfast plates hit the tile floor shattering loudly. "Holy sh . . . Holy Cow!"

"What?" Naomi asked almost scared, glancing down at breakfast sprayed on the kitchen floor.

"Nothing," I quickly muttered, bending to pick up the recoverable bacon before cleaning fried egg and shattered plates. She'd startled me. Barefoot with those pink toenails, hair rich and silky from brushing and pulled back onto a cute ponytail, Naomi was wearing terry shorts and a white cotton top. But . . .

The terry shorts were short shorts and appeared to be last years' purchase. They were tight on her making her immature hips and narrow bum even smaller. Pink terry not only outlined little panties but formed to the succulent bulge of her pubis making my heart palpitate. Her white top was simple cotton with lace along the top. It had two spaghetti straps holding it up. But what made me react strongly was its body-hugging quality. It clearly showed the shape of her two petite breasts, perfect little bra-less cups spaced widely, so fresh and sweetly sexy. The combination was a wet dream.

"Naomi, I can handle this. Set the table or something," I begged, staring when she dropped to her hands and knees to help collect pieces of broken plates. I had an erection just watching her little bum in those terry shorts from behind, narrow and almost boyish, soft material forming to her butt crack and around a chubby little pussy between coltish legs. The shorts had hiked up so high the sensual lower curves of bare buttocks showed. I wasn't going to survive!

"Are you sure?" she asked, peering over her shoulder at me.

Fuuuuck! I had a vision of her in that pose on my bed, naked, waiting for me to . . . "Uh, yeah. Be right back."

Ten minutes later, relieved of the sudden stress that had hit me, I made breakfast again. "So, what do you want to do today?" I asked when we finally ate sitting on the balcony and staring out at the Pacific.

"Whatever you want," she replied.

A wayward thought almost induced another erection. Damn. Naomi was cute as hell in her school uniform, but when out of it she was devastating, assaulting my willpower. I suspected if I held her and kissed her when she was dressed like that I was going to fall off the edge and do something inappropriate.

We settled on a trip to the Glendale Galleria mall on South Central Avenue, lunch at the Red Robin, a throwback burger joint, and a mid-afternoon movie; all safe, well populated areas where I had to behave. Every so often Naomi would move ahead of me to study a shop window and I'd ogle her ass, the bottom of her buttocks bare, sexy creases where they met slender thighs and a lovely gap. I'd immediately glance around to see if anyone had seen me. I was in a constant state of partial arousal. Even resting my hand on her shoulder - holding hands would have been inappropriate - I was reminded how delicate and young she was.

The kiss when I finally closed my front door had a full on erection form. Naomi felt wonderful in my arms. On tiptoes she turned her face up to me and smiled, arms slipping around my waist. This waif-of-a-girl pressed her young body against me and lips touched. Her murmur sounded like a kitten's purr. Her slender body felt incredible and, just as our tongue tips touched, the tips of my fingers felt the top of soft pink terry shorts.

By the time the kiss ended - it was quite long - I had a raging erection and was slightly dizzy. Her blush was beautiful.

Porterhouse steaks and baked potatoes were consumed on the balcony, a perfect cooling, briny ocean breeze flowing over us. I had a single glass of Californian red wine and we chatted comfortably about the movie.

At her request we settled on yet another black and white movie, The Maltese Falcon, and Naomi settled next to me . . . for a while . . . for half an hour or so. Then she spoke out of the blue.

"Would it be okay to kiss again?" she asked.

Nodding, smiling and planning on bending down to kiss her, she surprised me and rose, straddling my lap, knees at my side. Her hands rested on my shoulder. A small blush colored her soft cheeks. Her pretty honey-brown eyes twinkled.

My hands found soft bare thighs and caressed gently. My eyes dropped to her lips, a slender bow-shaped upper, plump lower. The smile faded. Her lips approached, head tilting slowly. It was so mind-emptyingly seductive.

To the sound of Bogey talking in the background our lips touched then parted. Tongues teased gently and one of my hands caressed her back, the other resting on her perfect, petite, young bum. It was very dangerous. I was on the cusp.

Arousal and lust gained strength in me, building towards the point where morals were muted. They strengthened even more when desire for Naomi joined in the assault on my better judgment, pushing me to the point where shame would be the post-climactic ghost left behind after experiencing utter pleasure. I had a short window where rational decisions could be made and, at the sound of her murmur and slight pressure against the lump in my sweat shorts, and the feel of her prepubescent butt, my perfection, my ideal, I no longer had the restraint to stop myself. I gave into base desires that had been my erotic companion since adolescence. In her sensual immaturity I saw the promise of bliss, of ecstasy unimaginable, and the call of sweet love. In her eyes I saw desire and adoration and sweet hesitancy. In her kiss I found heaven.

My tongue pressed gently, probing and seeking entry to her mouth. My hand found the back of her head and held her. Eyes closed. I slipped over the edge and drowned.

Naomi started moving in what I thought was a squirm. It wasn't. She was humping my lap. Kissing her, tongue in her mouth, heart racing, I held two incredibly small buttocks and lifted her. Released, my erection surged up pointing to my stomach inside the shorts. Naomi trembled when I let her down again, her terry-covered pussy pressing to me. She humped forward along my erection. Our kiss broke when she gasped, her head falling to my shoulder, face buried in my neck.

Clothes on, I held an exquisite little buttock in each hand and guided her. We dry humped each other back and forth. It was sensational. I could imagine holding her like this but naked together, and what an image that was. Unable to resist, my hand slipped up her side. Naomi shuddered when my thumb first touched then caressed her little breast over her cotton top.

She kissed me again, soft and sweet, her warm breath wafting against my cheek, and lifted her chest off me to give my hand room. I held a petite, preteen breast and it was unbelievably firm and sexy. Arousal intensified. Her breath puffed out of her nose, her small tongue following mine back into my mouth. I teased and sucked it, and caressed a perfect breast. She gasped. I ended the kiss by sucking on her lower lip before her head dropped back to my shoulder.

Naomi rubbed her pussy along the lump of my shaft. I murmured, "Naomi," softly, one hand guiding her sweet little ass, the other teasing a tiny hardened nipple with my thumb. We dry humped sensuously, arousal building, building.

Naomi snorted and jerked, humping faster, hugging my neck as she climaxed. I let myself go and came, hot wet semen exploding in my shorts, pulling her little ass and pressing her pussy to my erection. Heart racing, another hard pulse hit, pleasure exploding as hot cum spurt into my shorts. Naomi gasped and snorted again against my neck. My erection swelled and I exploded, a huge load erupting, wet, pure ecstasy thundering in. The ravaging climax took control. Humping, my hand pressing Naomi's slender ass down, to the sound of my twelve-year-old niece climaxing, gasping and snorting into my neck, I came hard, pleasure rocking me with each glorious spurt, cumming hard, almost desperately until, all too soon, it passed leaving regret for its departure behind.

When the fury of the orgasm faded and guilt didn't rush in I said a silent thank you. It had been so good, so intensely satisfying, I dreaded ruining it with guilt.

Naomi was limp against me still breathing hard. Through her back I could feel her heart pattering. I caressed her gently, lovingly.

A few minutes later she asked in a whisper, "Did you . . . you know?"

"Yes," I answered quietly.

"How come it's still hard? Doesn't it go soft afterwards?" Naomi asked with a slight press.

"It's because I'm still mentally turned on. That was the sexiest thing I've ever experienced. Thank you."

Naomi sighed, still limp. "Me too."

Eventually she rose up and looked at me. A sweet blush appeared. "Will you have to take a shower now?"

"Yes."

Her blush intensified. "Could I . . .?"

For a moment, now I'd released the mind-altering horniness, I thought I might dissuade her. But, God, it was a dream come true. "Shower with me?" I asked, finishing her question.

She nodded.

"Do you underst . . . never mind. Yes. I'd love to shower with you," I said. There was no point in telling her that she could never talk about this. She was smart. She knew it. Holding her under her petite ass and back, I struggled, slightly weak in the knees, but eventually stood. Naomi wrapped her legs around my waist and rested her face on my shoulder. She was unbelievably light in my arms; so young and perfect.

But, when I lowered her to the ground in the bedroom, Naomi blushed deeply. "I don't think I can," she said. "I'm too . . . I . . ."

Bending, I kissed her mouth gently. "That's okay. But would you do me a huge favor?" I asked.

"What?"

"Would you sleep in my bed with me? Nothing more, just sleep."

She nodded yes, eyes wide. I kissed her softly. "I'm going to shower. Why don't you get changed."

NAOMI RACED TO HER room as soon as Uncle Zach closed the bathroom door. She couldn't believe it. She'd actually climaxed rubbing herself on his erection! And gawd, it felt so hard!

After brushing her teeth she washed her pussy, her panties damp from her climax. She'd actually felt Uncle Zach's erection pulsing against her and that was him cumming! Uncle Zach came from her rubbing! Naomi's nipples were soft but still sensitive, the ghost of his thumb caressing still fresh. Pulling on the olive green T-shirt she'd commandeered from him and a pair of white cotton panties, Naomi felt a return of delicious excitement. She was going to sleep with him!

After brushing and retying her hair in a ponytail, she nervously returned to his bedroom, sighing with relief when she heard the shower still running. Her heart beat faster when she saw his bed. Excited, nervous, and wondering what it would be like to actually sleep with a guy, Naomi slipped under the covers. A waft of his aroma floated up to her, spicy and manly.

The shower stopped. Her nervousness grew. Holding the covers up to her chin, she waited. Would he be naked? Did he expect her to be naked? Should she undress?

WHEN I EMERGED FROM the bathroom in light-gray boxers I was very careful not to think lest I react physically. But desire emerged when I saw two honey-brown eyes watching me, covers pulled high. Lordy she was pretty, my perfection. I smiled. A smile burst onto her face, eyes sparkling.

Moving quickly before a renewed erection showed, I slipped into bed. Through the marvels of computers and Apple TV, I turned the television on and restarted The Maltese Falcon. When Naomi stayed on her back a foot away from me I reached out and drew her to my side rolling her into me, loving her warmth and the scent of minty toothpaste.

Kissing her forehead I whispered, "Thank you, Naomi. That was wonderful."

She snuggled closer. "For me too," she said very softly.

To the gruff sound of Bogey talking to a couple of cops we fell asleep together.

Things deteriorated rather fast. I'd taken a step too far with my niece and had no intention trying to step back. I was not only enjoying my time with Naomi but was living some of my most powerful desires. I hadn't lost all rationality. I was not going to take it all the way to intercourse, take her virginity, and potentially harm her. But every possibility up to that point was enticingly arousing. Anticipation was truly delicious.

Nothing could compare to waking up with Naomi sleeping in my bed, my leg partly over hers, on my front, hand resting comfortably on her slender back. There was no way for me to articulate how deeply pleasing it was to watch her sleep. She looked so young, pillow shoved up, her face half on the sheet, cute nostrils flaring gently with each breath, her face softer, features muted and even more beautiful without the urgency of her personality.

She smelled of cuddles and sunshine when she slept and the way her hair had partly slipped from her ponytail to fall haphazardly over her face was really, really cute. I had rejoiced in watching her, just that, nothing more. I had no urge for more, too absorbed by her beauty.

And then her eyes opened, peeking through strands of hair. Honey-brown eyes stared at me. I saw the thoughts flitting through them: confusion giving way to realization, memories returning, a sweet little blush followed by a heart-stopping smile that stole the air around me.

"Morning," she said softly.

That was the moment. That was the exact time when I knew she meant more to me than just erotic adventures.

With a finger I pushed stray hair back behind her ear. "Morning," I replied softly, moving in to kiss her soft cheek gently. Pretty eyes sparkled with life and pleasure.

A frown emerged. "It's Sunday, isn't it?" she asked.

I nodded, my hand still on her hair.

"Rats."

Chuckling, feeling rather pleased, I kissed her cheek again and rolled out of bed. "Breakfast time. What do you want?"

"Nothing," she muttered, adding, "maybe a kiss?"

"After teeth are brushed," I answered, heading for the bathroom.

"I don't mind," she called out.

"I meant you, not me," I said with a grin.

"You're a pain, Uncle," she yelled after me.

Standing at the stove turning corn beef hash in the frying pan, a new recipe for me, Naomi's arms slipped around my waist. I turned and she hugged me, pressing her face to my chest. Gorgeous eyes looked up at me. She smiled and rose onto her tiptoes. Lips met. It was a sweet kiss, all lips and minty fresh, chaste and innocent and utterly wonderful.

"This is good!" Naomi exclaimed at the table, taking another bite of fried egg and corned beef hash, a slice of toast hovering in her other hand.

It was. Very pleasant and tasty. I added it to my list of breakfast options.

"You move around a lot in your sleep."

"I do?" I asked. Not being awake, how would I know?

"Uh-huh." She swallowed and pointed a fork at me. "You hog the blanket, too," she added with a grin. "It's lucky I like you."

"No I don't. Anyway, you snore," I responded.

She looked shocked for a second, grinned again and said, "I do not. I'm a girl. Only guys snore."

And thus started our Sunday.

SITTING AT THE TABLE consuming Sunday dinner, Naomi casually asked, "Mom, who's the professor you've been seeing?"

"Jim Garvey. Why"

"How did you know you liked him?"

"Well, I thought he's quite handsome, but I also liked his personality a lot. That probably was the most important thing. Why do you ask?"

"No reason," Naomi answered, putting her fork down, full. "Are you going to see him this coming weekend again?"

"Maybe Friday."

"Stay out late. I'll stay over at Uncle Zach's."

"Naomi? What's up?" Sarah asked suspiciously.

"Nothing, Mom. I just want you to be happy. You're more fun when you're happy." Naomi felt a bit bad about her little fib. It wasn't just so Mom would be happy.

ON MONDAY NAOMI BOUNCED into the Land Rover full of excitement, leaning over to kiss my cheek. I glanced around at the hawk-like matrons, all seemingly watching me. My grin and wave when we pulled away was not returned, by any of them. Tough!

"Guess what?" Naomi enthused next to me, combing her long hair back over her head, hair band slipped over her wrist. She didn't wait for me to respond. "I can stay over this Friday! Mom's going on another date with Jim."

"Who's Jim?" I asked.

"The professor boyfriend. Jeez, where've you been living? We talked about him."

Naomi laughed when I claimed that, if it was when she was wearing those pink shorts I wouldn't have registered a word. And this time when we kissed inside the front door, I gladly groped a succulent little ass hidden by a pleated school skirt. Tongues played friskily. An erection formed, and Naomi giggled and danced away, blushing prettily when I tried to slip my hand up the back of her thigh and under her skirt.

That evening, sitting alone on the balcony and watching the sunset, a wonderful flourish of yellows, gold, and streaks of purple, sipping my fourth Hahn Premium beer from Australia, a spark of excitement at the prospect of Naomi sleeping over again the coming Friday hit me.

Suddenly the idea of going to bed alone depressed me. Naomi wouldn't be next to me. I wouldn't feel her warm presence, and I wouldn't wake up to seeing her, nor feel the pure joy of her presence.

What was it about her? This was developing into something other than the sexual attraction I had to young girls. All my other female acquaintances, casual and longer lasting, paled in comparison to Naomi's sweet, vivacious personality. She distracted and enchanted me.

Good Lord! She was it. She was the one! Damn! My niece? Talk about an impossible situation. Sitting quietly, the sun falling below the horizon in a final spectacular splay of vivid colors, depression moved in, a dark blanket over my emotions, emphasized by sudden nightfall. There was no way this relationship with Naomi could work. In fact, even worse was encouraging her for my own pleasure and then rejecting her. She'd never forgive. She'd change irrevocably and it would all be my fault, and one day she'd grow to hate me for it.

Carefully, I placed the beer down. Was too much beer responsible for my sudden depression?

It wasn't.

Long into the night I sat on the balcony, avoiding the bed, wrestling with the return of an unwelcome conscience. All night I desperately searched for answers and every one that came back was the same, whispering bleakness into my ear, whispering sadness and loss. I had to stop this marvelous adventure before it permanently hurt Naomi.

Fuck! Shit! Damn it hurt.

HOLDING NAOMI'S ARM, KATE asked, "Where did you get the watch?" She examined the large titanium man's watch.

"Uncle Zach gave it to me," Naomi answered. She'd admired it and he'd just taken it off and handed it to her, telling her to keep it.

"That's like . . . a boyfriend watch!" Kate exclaimed excitedly. "Is he your boyfriend?" she asked breathlessly.

"No. It's just a watch. Jeez, Kate. Get a life." Naomi tried unsuccessfully to will her blush away. It was a boyfriend watch. Uncle Zach had said so. "Our secret," he'd said.

"Holy shit, Naomi!" Kate gushed.

"Shhh!" Naomi hissed, glancing up and down the hall from behind the open locker door.

"Zach is your boyfriend? Zach? You lucky . . ."

"Hush up!"

"What's he like naked? Does he have a big dick?" Kate asked.

"Shut up! I don't know!" Naomi answered forcefully. "It's not like that."

They left with all the other girls, backpacks over one shoulder, Kate leaning in towards Naomi. "He's cute. Have you kissed him?" When she spotted Naomi's blush deepen she grinned. "What's it like? Is it good? Did it make your toes curl?"

Naomi laughed. "Go home, Kate. Stop bugging me. I'm not saying anything."

"But we're best friends! You have to tell. It's what best friends do. Have you given him a hand job yet? Everyone says you have to give one to your boyfriend if you want to keep him."

Naomi's blush intensified, remembering humping his erection. "You're just terrible, Kate." She pointed. "Your mom's waiting." Her eyes scanned the line of cars. A smile emerged when she spotted the old Land Rover. "See ya!" she called to Kate and ran.

She knew something was wrong. Uncle Zach hardly talked on the ride home. He kissed her quickly when the door closed and didn't even try to grope her bum. And when she called him on his behavior he surprised her.

"You're kidding, right?" she asked, still not believing him. "You think you're hurting me?"

"I will if we don't stop. We can't be together forever and when it ends you'll regret it. I can't hurt you like that. It turns out I like you quite fiercely."

"What does that mean?"

"It means I like you so much I would hurt more if I hurt you."

Naomi studied Uncle Zach's face. He really didn't look happy. "Do you love me?" she asked.

"I think so."

"You think so?"

He grinned sheepishly. "Alright, I know so."

A flush of pleasure hit her at his admission. "If you could, would you want to keep being my secret boyfriend?"

"If you wouldn't eventually get hurt? Absolutely."

There was silence for a few minutes, Naomi studying Uncle Zach, sipping her Coke. Finally she figured out a solution. Smiling sweetly, she said, "Uncle Zach, if you stop being my boyfriend I'll tell Mom everything we've done."

I WAS SHOCKED. FLABBERGASTED. Naomi, with such a sweet little smile, was blackmailing me? Me? Blackmailed by a twelve-year-old niece? Not possible. She was bluffing. She had to be bluffing. "Go ahead," I challenged.

"Okay."

I watched her pull out her cell phone and dial.

"Mom? Hi. Listen . . ."

Panic hit. I grabbed her arm. "Okay. Okay," I whispered forcefully.

She smiled with success and without missing a beat spoke to her mother, "Uncle Zach said I can sleep over on Friday night so you can go have fun with Jim." She listened. "Uh-huh . . . uh-huh . . . promise. Bye." Honey-brown eyes twinkled. A satisfied smile emerged. "See? That didn't hurt, did it?"

Bursting into laughter, I stood and pulled her up from the chair and into a hug. "You are one very dangerous young lady," I said. I realized underneath all the sweet blushes and shyness there resided a mini Sarah, determined and forceful and unafraid to go after what she wanted.

Naomi grinned, face turned up at me. Pretty eyes dazzled me. It was as if a huge weight had been removed from my shoulders and, feeling beautiful attraction storm back in, I bent, lips touched, and Naomi pressed herself against me when tongues emerged. Damn I loved kissing her. This time Naomi didn't stop me when my hand slid up the back of a silky thigh and under a short pleated school skirt. This time, French kissing my twelve-year-old niece, I held her sensual little ass, so petite and sexy, and fondled soft cotton panties, tracing the amazingly arousing shape of immature buttocks and the tempting valley between. This time Naomi murmured, moved her body slightly and pressed her crotch to my thigh.

The kiss deepened, Naomi sucking on my tongue, imitating me. I nibbled a lower lip, breathing deeply, inhaling the scent of her hair. And this time a small hand carefully felt the outline of my erection constrained in jeans. She pressed her crotch against my thigh in a hunching movement.

I broke away, cock aching and throbbing like it does before I'd cum. Naomi hadn't touched me before and it was powerfully arousing. "Holy Cow, Naomi," I gasped.

Naomi's lips looked plumper from the kiss. Her eyes glittered with arousal. Her blouse was slightly askew and very small breasts mounded the front. My hand burned with the feeling of sexy little buttocks covered in soft cotton. I wanted to take her and carry her over my shoulder, throw her on my bed and ravish her, strip her, kiss every piece of young skin as it was exposed, and keep those knee-high socks on her. I wanted to . . .

Breathing deeply I managed to pull myself away from the edge. Man that had been close. Rationality seeped back in slowly. Brushing her hair behind a cute ear, I smiled and kissed her cheek. "Do your homework. I have a couple of business things to take care of in the office."

Her pout was very attractive.

In the bathroom I masturbated furiously to dispel the confusing fog of desire. It didn't take long. Replaying the kiss, feeling her under her short skirt and her hand probing the outline of my cock, I came hard, semen spurting into the toilet, sweet release flooding me. It wasn't the best orgasm I'd had but it did the job. I could think like an adult again.

SITTING SIDE BY SIDE on the Lacrosse bleachers, Kate looked stunned. "You French kissed him? Tongue and all? How was it?"

Naomi blushed. "Remember you promised not to tell."

"Of course I won't tell." A sneaky smile emerged. She added, "As long as you get him to kiss me, too."

"No way!" Naomi exclaimed, affronted. "He's my boyfriend!" She paused. "You'd really tell if he doesn't kiss you?"

"No. Jeez you're easy. We're best friends. But do ya think he'd want to?" she asked hopefully. She saw Naomi's expression. "Okay. I won't ask. I was just kidding anyway."

"No you weren't."

"Yes I was. So have you seen him naked yet? What's he look like? How big is his dick?" Kate paused, waiting for an answer. When Naomi blushed she felt a spark of excitement. "You have!" she gasped. "Tell. Which one? Naked? His dick?"

Naomi, flushed and hot, whispered, telling Kate about feeling it over his jeans. She kept the other stuff secret but just had to share something. ". . . and it was really hard."

"How long," Kate encouraged.

"I don't know. The part I felt was about this long," Naomi replied, spreading her hands apart.

"Wow. How thick?"

"I don't know. It was inside his jeans." Suddenly worried, Naomi said, "You promised you won't tell, right? If you do I'll never tell you anything else."

"Don't worry so much. Do you think you could have me over when school ends? I'd like to see his condo . . . and check out his ass in shorts," she added with a grin.

"Maybe. I have to think about it."

MY WEEK PASSED SLOWLY. Time moved in fits and starts. It dragged through the day and raced by when Naomi was with me, my sister picking her up too soon. Nights were the same. In bed I'd masturbate to relieve the sexual tension that her sexy kiss would cause, always achieving a wonderful orgasm. I dreamed of Naomi in bed with me and let a very active imagination free. There was no guilt, either. Every time I remembered her blackmailing me I smiled with pride. What a girl.

By Friday afternoon I was grinning with anticipation, sitting in the Land Rover and waving at each hawkish glare the lovely matrons threw my way. I was still the only male waiting in front of St. Bartholomew's Private School for Girls. The matrons still didn't wave back or smile. Tough shit!

A school bell pealed shrilly followed by echoing silence, soon displaced by yelling, chatting, giggling and laughing girls. I felt I'd established that I wasn't a stalker by now and gladly watched young girls flood out of the gate, short gray pleated skirts flouncing, legs flashing, and white blouses blinding in the sunlight. Blonds, brunettes, and the occasional redhead emerged and I enjoyed their excitement at school ending for the week.

Through the melee Naomi emerged, head huddled down talking to Kate. I watched Naomi grab Kate's wrist and drag her towards me. What was going on?

"Uncle Zach," Naomi said, opening the door and heaving her heavy back pack in. "Could Kate come and visit us at your place when summer vacation starts? We'd keep out of your way and behave. Promise."

I glanced at Kate. She was the same size and shape as Naomi, slightly darker brown hair cut shorter, eyes a very dark brown and quite exotic. Peas in a pod, I decided. "Sure. Anytime."

"Thanks, Mr. Maitland! See ya, Naomi," she said brightly and, with a wave she was off, walking down the sidewalk.

I heaved Naomi's backpack into the rear. Naomi jumped up into the passenger seat, leaned across and kissed my cheek. "It's Friday!" she exclaimed with a smile, tugging the hair band out of her hair, shaking her ponytail loose and combing her fingers through it, drawing her hair back over her head in that familiar motion I found rather attractive.

"Yes it is," I responded, starting the engine. I waved to the lovely matrons as we departed, giving them my best smile. It had no effect. Screw em.

"So what are we gonna do today?" Naomi asked.

"I thought we'd go out for dinner."

"Don't want to. Can we swim in the ocean? It's stinking hot. I'd like to stay in tonight, if you don't mind. Maybe watch another old movie?"

"Okay." Did I mind? Not in the slightest. Naomi in a bathing suit? Hmm.

Her kiss when the front door closed was brief and chaste, just lips touching. "Gonna change. Which beach?" she asked.

"The one down below us," I told her back when she headed to the office.

Changed into swimming trunks and a Tee, sandals on my feet, beach towels under one arm and a bag of snacks and drinks in hand, I awaited Naomi's emergence with growing anticipation. When she came out I was slightly disappointed. She wore khaki shorts and a yellow T-shirt. It covered her enough that I couldn't see what she had on underneath. Taking her hand we left and started the journey to the beach, a long winding path that descended steeply from the top of the bluff to a sheltered sandy beach two hundred feet below, the one we could see from my balcony.

There were perhaps half a dozen sun worshipers on the beach and a couple of optimistic surfers out searching for a wave large enough to ride. Taking my sandals off, I walked barefoot. I loved the feel of sun-warmed sand oozing between my toes and feeling the slightly cooler sand underneath. We found a spot away from the others and spread towels.

"It's so nice down here," Naomi said, looking around and back up at the high bluff. "It's hotter, too."

"The breeze rises before it hits us," I told her, watching as a yellow T-shirt was lifted and tugged off. From behind I saw spaghetti straps, yellow and tied with a bow between her shoulder blades and at the nape of her neck.

She opened her shorts - I actually heard the zip - and with a slight, sexy wiggle they fell to her ankles where they were kicked off. A triangle of yellow partially covered slender little buttocks. Bows decorated her sides where the strings were tied.

"I got it this year. What do you think?" she asked, turning to me.

Jesus H. Christ! The lemon yellow bikini bottom had a butterfly printed on the little triangular piece of cloth. But . . . the butterfly was deep in her crotch, wings spread as if holding up her pussy, a sexy mound pressing against the front, little cloth folds and gathers emphasizing the alluring ripe shape. My eyes slowly trailed up her slender young body, over narrow hips and up to behold the sight of two butterflies in flight over two petite breasts cupped by yellow triangles, gathers at the sides drawing attention to their sensual youthfulness, the very first blush of puberty.

Eventually my eyes reached Naomi's face. She was blushing again. Clearly she'd seen me ogle her.

"Do you like it?" she asked.

"My sister bought that for you?" I asked.

"Uh-huh. Do you like it?"

"What do you think?" I asked, my cock stirring. I could so easily picture Naomi naked and Jesus it was arousing, all that naked skin to kiss and caress.

Her blush intensified when she glanced down at my crotch. Before I really embarrassed myself I took her hand and led her into the chilly, erection-robbing Pacific.

It didn't help. As soon as I was out and following that spectacular little bum up the beach, hypnotized by the undulation and shape of her buttocks and the wedgie exposing even more succulent flesh, my erection returned in full force. I had to flop down on my front and stay there, passing out Evian water and cookies. This was very trying. Naomi was acutely aware of my distress, too. She did nothing overt but kept smiling with pleasure and, when we finally left the beach - early due to my condition - she laughed when I held a T-shirt and beach towel in front of me to hide my condition.

My reward for this agony was presented when the front door closed behind me. Naomi, still in a wet bikini, dropped her clothes and beach towel on the floor and pressed herself against me. When she stood up on tiptoes her small body rubbed sensuously against my erection. Pretty honey-brown eyes dazzled me, her smile so enticing. By the time our lips touched I had a handful of damp young bum, a set of morals that were in danger of crumbling, and a racing heart.

A sexy murmur and small hand gently fondling my erection almost took me over the top.

"Can I see it?" whispered quietly when the kiss ended, was the final straw.

Sweeping Naomi up into my arms I carried her to the bathroom. Her eyes sparkled with excitement. I turned the shower on. When I reached for the waist of my swimming trunks, Naomi whispered, "Can I?"

Damn. My erection tented the front. I nodded yes and dropped my hands. A lovely blush emerged on her gorgeous face. I saw her hesitant hands actually tremble slightly. My heart raced. This was almost too much for me to take; my twelve-year-old niece undressing me?

Naomi's fingers eased inside the waist almost hesitantly. Her eyes were locked on the tent of my erection and slowly she drew the waist out. Slowly she drew the waist down, pubic hair appearing, then the thick shaft, and finally, with swimming trunks falling to the floor, my cock sprang up and out pointing at her.

Watching Naomi study my cock had me holding my breath. My erection bobbed in excitement. The tension ratcheted up when her hands moved, inching up. I willed her as if directing her hands and almost fainted when both of her hands wrapped around my shaft, holding it carefully, warm, so arousing.

"Do I do it like this?" she asked, stroking both hands up my shaft and back down, eyes locked on my erection.

Jesus, I was so close to cumming. "Yes, but . . ."

She stroked again and I lost it. I had passed the stage where I had control. It was spontaneous. My shaft swelled. Semen burned up and erupted in a burst of pleasure. A long rope of pearlescent semen hit Naomi on her chest. For just one agonizing moment her hands stopped. My erection swelled painfully and thank God she stroked. Semen exploded, dizzying pleasure consuming me, cum hitting the base of her neck.

"Jesus," I gasped.

She stroked my shaft beautifully with both hands, each stroke down the shaft launching cum, spurting and landing on her bikini top, the next below, and another onto her stomach. I drowned in pleasure, straining and spurting, my eyes locked on the sight of Naomi giving me a hand job and her slender young body speckled with semen. Exquisite pleasure flowed like hot lava through me making my heart race, cock throb, and semen spurt until the agony of my climax crested and faded. Cum ran down her body slowly in viscous pearly white streaks.

Eventually she felt my cock soften. Her hands stilled. She inspected the semen on her and honey-brown eyes looked up at me. A gorgeous blush emerged.

I couldn't resist. Pulling her to me, still-warm semen spreading between us, I kissed her hard forcing my tongue between her lips. Naomi responded, her mouth opening. It was stunningly good. It was so sexy. I was kissing her with cum all over her. And unbelievably I felt a spark of arousal return when my hands slipped inside her bikini bottoms to hold two of the sweetest little buttocks I'd ever touched.

Steam was beginning to fill the bathroom. The kiss ended but not the hold. "That was wonderful," I said softly. "Truly the most amazing experience I've ever had."

Honey-brown eyes turned up to look at me. "I never knew it would come out that hard," she said.

"Mostly it doesn't," I said. "That was all your doing."

Naomi's blush intensified, pleased. Pulling my hands from her bikini bottoms I backed away and took her hand, drawing her into the glassed-in shower. Warm water streamed over us washing semen down her body. Her hair darkened and became stringy. She watched me intently when I smiled. "May I?" I asked, reaching for the bow behind her neck.

She nodded yes.

I tugged. Strings opened. She reacted spontaneously, her hands rising to hold the bikini top over her breasts. Reaching behind her, I knelt, kissed her stomach and untied the back bow, strings falling to her sides. Anticipation made my blood sing. Despite a partially flaccid penis I experienced the renewed stir of sexual desire.

My hands took her wrists gently. I looked into her eyes and carefully pulled her hands away. Her blush intensified and God it was pretty. Then I looked down. Breath rushed out. Blood pressure increased. They were gorgeous, utterly gorgeous. Riding high and firm, perfectly formed but excitingly petite, Naomi's breasts were topped by light pink areolae and small, soft nipples. They were so young the underside slope matched the upper slope. Smaller than half-lemons they exuded pubescence. They were everything my secret desires had imagined, intoxicatingly sexy.

"Just beautiful," I murmured, leaning in to kiss the tip of one lightly.

"They're not too small?" Naomi asked, her hands settling on my head.

I kissed the tip of the other, water streaming down over us. "No. They're perfect," I answered. My hands found the bows of her bikini bottoms at her sides. I looked up at her. She smiled. Her blush had faded, as if that first exposure had eased her embarrassment. "May I?" I asked.

Honey-brown eyes twinkled. She nodded. I kissed her stomach just below her navel, still looking up at her, and tugged. Fighting the urge to look down, I teased myself. Reaching up, I gently covered her little breasts and smiled. "So unbelievably sexy. You've got gorgeous boobs," I told her. Her eyes narrowed slightly when I caressed. I was surprised at how firm they really were.

Anticipation finally became too much. With a kiss on her stomach, I leaned back slightly and glanced down. God Almighty. Naomi's pussy formed a plump delta at her crotch. It swelled out from her lower stomach. Small, fine, dark brown pubic hairs were sprinkled over her mons in a random pattern hiding nothing. Rounded labia formed a seductive cleft, more fine dark brown pubic hairs dusting here and there. I actually felt my cock swell, arousal storming back at the erotic sight of a little clit peeking out, just the sexy tip, nothing else. Her cleft plunged down and between the youthful gap formed by slender thighs. Lowering myself to rest on my heels, I saw the swell of young buttocks behind her beautiful vulva.

It was, by far, more erotic than anything I'd ever imagined. It literally took my breath away. Unable to resist, I kissed her mons gently, lovingly, worshiping the sensual shape. Rising, I kissed a small breast and sucked gently, absolutely perfect. Standing, Naomi's large eyes watching my face, I smiled.

"You're stunningly pretty," I said, drawing her to me, bending, kissing her, my hand caressing a succulent little breast. Naomi seemed to melt. She murmured, her tongue touching my lips. Arms slipped around my waist. Her tongue slipped along my lips when I gently tweaked a nipple and became more forceful when, holding her lower back, my hand slid down to cup her young pussy.

She trembled, her eyes closing when I found her little clit. She groaned when I caressed, her tongue suddenly pressing into my mouth. The kiss ended with a gasp. Like a fawn, Naomi trembled in my arms, hunched her pussy into my hand and, strumming her clitoris, Naomi climaxed, breath rushing out.

"Oh m'God," she gasped and hung on to me, her hips twitching, body shaking.

I had a hard erection again, thrilled and aroused by her sweet climax, stunned at how exciting it was to actually feel her twelve-year-old pussy. This was paradise. Holding a naked little girl while fondling her and giving her pleasure was a fantastic experience.

Naomi moaned and grunted through her orgasm and eventually her knees seemed to give away. I held her up with a gentle hug, her trembling naked body pressed to me, my erection pressing against her. After a minute or two she moved and looked up at me. A smile emerged, a gorgeous smile, a wonderfully loving smile that warmed my heart.

"You're hard again," she said suddenly, a hand feeling me.

"Even a marble statue would get hard when touching you," I responded with a grin. "Time to wash," I announced with a loud but soft smack of a delectable petite bottom.

Friday night dinner was a collaborative effort. Naomi suddenly seemed more at ease after our sexual interlude in the shower. She laughed and hip-butted me out of the way when making salad. Her sweet blushes were softer, lighter. She giggled charmingly at my attempt to grope her ass and danced away, teasing me. And I was in seventh heaven. I adored it. This was my perfect situation, my secret desire.

Even though it was only just past six o'clock and the sun hadn't set, Naomi had dressed for bed in my olive green T-shirt. Every so often I caught sight of a flash of pink cotton panties. We ate out on the balcony; five-spice roasted chicken breast, roasted broccoli drizzled in garlic olive oil, and a side salad. It was very healthy until I added red wine to my diet; a robust Syrah from Washington State. We chatted comfortably about everything except what had happened in the shower. I was reluctant to bring the subject up now that we were dressed and eating; God knows why, but being dressed seemed to make a difference to intimacy. However it was never far from mind.

With dinner over I selected a black and white movie, The Big Sleep, appropriate I thought. Naomi disappeared and came dashing back, plunking herself down next to me.

"Ready," she announced with a smile.

The movie started. Naomi's feet hit the coffee table and her hand started shaking hard. A little bottle of pink nail polish was prepared, a small hand sweeping her long brown hair up over her head when she leaned forward and I was completely distracted watching her paint her toenails. She finished, leaned back and admired her little toes by wiggling them, and then she swiveled.

Small feet hit my lap.

"Blow," she instructed with a smile, eyes twinkling. A foot rose. I watched the T-shirt hem slip up and a twelve-year-old pussy clad in matching pink cotton panties appeared, full and pressing against cotton, tight, a camel toe slightly hinted at, a succulent peach-shaped little pubis. Her foot wiggled in the air. "Come on. Blow the polish dry, Uncle."

Turning slightly I grasped a small foot and blew on little toes, caressing her foot at the same time. Eventually my other hand entered the action caressing a slender calf and bony little knee. She watched me with this cute half smile as if she knew exactly what effect she was having on me. Her smile broadened when my hand caressed the inside of her soft thigh.

The closer my hand got to her pink cotton panty-covered pussy the more my cock responded. What a sexy way to become aroused. The side of my pinkie nestled into the crease of her thigh and little pussy for just a second. It was warm, almost hot. I reversed, drawing my palm up her slender leg slowly, all the while blowing on little toes.

Her foot was dry. She admired with a smile and let it down into my lap, the other foot rising. "Do the other one, please."

I took her other foot and brought it up. It forced her thighs together, her pussy pooching out as it was squeezed. Blowing gently I caressed the outside of her leg moving down slowly until my hand reached the side of her cotton panties. I snapped the elastic. She smiled. Her left foot in my lap burrowed and found my erection, toying with it, caressing it slightly.

Rational thought seemed to evaporate like steam in the air. Checking, her toenails had dried. A thought stole into mind, Naomi thrown over my shoulder, fondling her sexy ass, and tossing her onto the bed. This time I grinned. Without saying a word I raised both legs to stand, her sexy bum appearing below, pussy oozing out between young thighs.

Standing, I misled her by pretending to pick her up off the couch. She smiled at me, a beautiful little smile. I thought I saw a flit of satisfaction in her pretty eyes before throwing her over my shoulder.

She squealed. "Hey, what'cha doing?"

Fondling a sexy little buttock, an incredibly firm little buttock, I carried her to the bedroom, paused and tossed. Naomi screamed, bounced once and started laughing deeply, eyes shining with amusement. Her laughter faded away when I shucked my T-shirt. Her eyes grew large when sweat shorts hit the floor. She giggled when I crawled on the bed until I was hovering over her. In this position she looked small and delicate underneath me, very attractive, completely sexy, my ideal girl.

"What'cha going to do?" she asked.

Bending, my mouth found the hem of her T-shirt and started dragging it up. She laughed softly and arched her back to let it slip up. Resting on one arm I took the hem and drew it up over her head. She raised her arms expecting me to draw it off her. I didn't. With her face covered I stopped, gathering her wrists with one hand and pressing them to the bed over her head.

Glancing down I admired a twelve-year-old's firmness. Petite breasts had flattened slightly with arms stretched.

"So take it off," she urged, slightly muffled by the Tee.

I didn't. I did kiss her flat, stretched stomach right on her navel and admired how pink cotton stretched and emphasized her mons. Naomi started wiggling when I kissed her prominent hip bone and her side just above, right where she'd be ticklish.

"Come on, Uncle Zach. I can't see," she claimed.

Damn right. I started kissing her in all the non-erotic spots, her armpit causing a quick flurry of giggles, and just below her petite breast bringing silence, just above it, and in between them then up to below her neck. She began to squirm a bit when I headed down again, across her stomach to just above the waist of pink cotton panties. Lying at her side freed my other hand which landed on a knee before slipping to the inside and rising.

Naomi went still. My hand moved higher up the inside and stopped just short of her pussy. Bending, I touched a soft nipple with my lips, a feather light touch that drew goose bumps out on her skin.

"Please," she asked again. "Take it off."

I didn't. My answer was to lightly touch her other tiny nipple with my lips and trail fingertips around her sexy pussy and up.

Naomi started squirming hard to get free. I let her struggle for a bit before allowing her to get loose. The T-shirt was thrown across the room. She had a determined look on her pretty face and attacked me, grabbing my boxers, pushing and shoving me until I was on my back. It seemed my smile only drove her on and, in a surge of pure love, I grabbed her and pulled her on top, clamping her legs together between my thighs and holding her tight.

All motion stopped. She stared at my smile before resting her cheek on my shoulder. "You're a real tease," she declared.

"It was fun and you deserved it for that toenail polish stuff. Was it deliberate? Did you know how I'd react?"

"Yup. I saw you peeking last time."

"I'm impressed," I said quietly, suddenly distracted by how delicate and petite Naomi felt lying on top of me.

"Thanks," she whispered, her face turned away from me.

For several minutes I luxuriated in the previously unattainable. Naomi's twelve-year-old body felt even smaller on top of me. She was so deliciously slender, my hands gently caressing her sides. There was almost no flare to her hips, boyishly narrow. But when my hand stroked down her back and discovered the startlingly steep rise of her little bum, my erection flexed and throbbed. Her bum rose majestically, covered in soft cotton, and dipped dramatically to silky, slender thighs. With one arm wrapped around her back holding her in place, I caressed and paid tribute to a marvel of nature; a prepubescent female ass that would make any man weep.

"You're horny," Naomi murmured, wiggling slightly against my erection.

"Yup. Are you?" I asked, sliding my hand under the elastic waist of her panties and probing beneath to hold two succulent little buttocks, cool little buttocks, sexy little buttocks. My erection strained. I could even feel twin firm breasts pressed to my chest. This, this right here was heaven.

"Uh-huh," Naomi answered, pressing herself against my cock. "Very horny."

Memories of a perfect pubis sprinkled with fine pubic hairs came back to me. Rolling, I lay Naomi on her back and finally kissed her, sweet lips pressing against mine, her arms rising to encircle my neck, a soft sexy murmur emitted when tongues touched. We kissed deeply yet softly and Naomi murmured again when I caressed a petite boob. This was thrilling!

NAOMI FELT HER HEART racing. She was amazed. She'd never have believed she could get so turned on by Uncle Zach touching her body. Somehow, with her face covered, every slightest touch felt good. His teasing had made her nipples ache, her little boobs feel full and her pussy clench. On top of him he felt big and strong, his erection a long, hard lump under her that almost pulsed with life. His hand inside her panties had her wet with anticipation before he'd even kissed her.

And then he had. He'd kissed her so lovingly, his touch of her boob so gentle it made desire flare inside. She wished he'd take her panties off and love her, touch that ache that she felt deep in her lower body. She wondered what sex would be like, what it would feel like to be stretched, penetrated. Her tongue became more aggressive as sexy thoughts bombarded her.

She gasped when the kiss broke feeling lightheaded with arousal. It intensified when Uncle Zach moved down and took her whole breast into his moist mouth. She combed her fingers through his sandy hair, her eyes closed and focused on the sensation. A bolt of pleasure hit when he sucked gently, her boob aching and almost painfully pleasurable. She trembled when he nipped her nipple and teased with his tongue. He was really loving her!

Now her panties felt uncomfortably wet. As if he was reading her mind, his hand slipped down her side softly, fingertips sliding under the waist pushing her panties down. Moaning, Naomi raised her bum and let him slip them down her legs and off. They dangled on one ankle. His kiss on top of her pussy sent shudders of pleasure through her. So wet.

When he urged her to part her legs she willingly spread them. Eyes closed, concentrating on the sensations bombarding her, she felt no embarrassment at all for the first time, too horny, like pressure inside her needing release. His hand felt heavy on her breast, his thumb suddenly rough on her sensitive nipple. The bed moved and she felt his heated breath on her pussy. Gawd, was he?

The involuntary groan was loud. A surge of arousal slammed into her making her heart race and her thighs tremble. Uncle Zach's mouth kissing her pussy, kissing her pussy! A soft, slippery feeling sent another shock wave of arousal through her. His tongue slipped up from the bottom of her slit, probing gently just a bit and found her clit.

"Ohhh God," she murmured, grasping her boobs.

His lips teased. His tongue caressed. His finger probed and caressed the entrance to her vagina. He sucked gently and, unable to hold back, she slipped over the top, her body clenching, tightening, breath held. He sucked, tongue probed and she exploded, her climax erupting painfully, heat spreading through her. "Oh God! Oh God!" she gasped, hips arching up against his mouth, pleasure crashed over her like a rogue wave, thoughts lost, ecstasy, ecstasy!

I COULDN'T HOLD BACK. My erection swelled and exploded, pure bliss hitting me, wet semen exploding onto the sheet. Naomi's pussy was too sexy, her climax contagious. Eating her, tasting her, a surprisingly mild musk that hit a pleasure spot in my brain had driven my arousal higher. Sucking on her little clit, with silky soft, fine pubic hairs against my lips and the feel or her tiny vaginal opening, slippery and hot against my fingertip, was enough. I humped the bed, sucked Naomi's young pussy and ejaculated hard, wet semen making the sheet slippery. I fucked the bed cumming intensely sucking her pussy, dizzy and aching with beautiful release. Cum exploded over and over until I was drained, sated, panting onto her moist pussy.

Eventually calm returned. Eventually my heart slowed. Sweat cooled my back. Naomi was quiet, her body still. It took a herculean effort to move up and cuddle her to me. Her face was relaxed, perspiration on her brow, her eyes closed, cheeks flushed. I watched her nostrils flare with each breath and leaned in to inhale her sweet air.

"How are you feeling," I whispered, drawing covers over us.

"Good," she murmured. "Did you cum?" she asked quietly.

"Yes."

"But I didn't do anything for you. I mean I didn't touch you or anything."

"Naomi, honey, you did a lot for me. You came. You let me taste you. You let me experience your climax. That was enough."

She murmured, "Kay," and snuggled closer, a sexy little girl. I found paradise. With the scent of sex in the air, the smell of Naomi in my nose buried in her hair, her small naked body cuddled to me, and a hand on her perfect ass, I fell into the welcome abyss of sleep.

Morning light woke me. The very first thought to pass through my mind was the incredible feel of my erection. Something was cuddled and wrapping it in soft, sexy warmth. It flexed. When the warmth clenched I understood what it was. I was spooning Naomi, my erection nestled between her sweet little buttocks. My erection swelled with excitement. She clenched. Damn.

"Morning," I whispered.

"Mmm," she replied.

Almost lazily I found a petite, firm breast and explored the amazing shape of youth. Her nipple was soft, her breast so excitingly small, too small to cup properly. With my nose buried in her hair, inhaling her scent, I caressed her breast gently. Naomi responded with quiet, cute little murmurs. She clenched her buttocks again. My cock strained and I humped just a bit. My hand slid down her front. She lifted her leg to give my hand room and I was holding her little pussy. God it was arousing.

I humped her bum slightly. Precum leaked and suddenly just the crown was gliding sensuously between sweet young buttocks. My middle finger traced her tightly closed cleft down and, finding a trace of moisture, I used it to slip the tip of my finger between soft labia, curl my finger, draw it up and touch her small clitoris. Naomi's hand reached down to cover mine, pressing my hand against her. She sighed and curled her sweet bum back at me, my erection sliding and spreading slippery lubrication. Very slowly, enthralled by the sensation of my erection being gently massaged by twelve-year-old buttocks, and the sensual feel of sliding up and down her bum crack, I began to stroke. It was exquisitely slow, the pace allowing me to feel every millimeter, experience this very first time of rubbing my erection on a naked young girl. The pure illicitness intensified the experience ten-fold.

My finger stroked her clit in time with my erection, deliciously slowly, Naomi gently encouraging me with murmurs, almost purrs, the clench of her buttocks, a subtle hip movement, and her hand pressing mine to her almost hairless pussy. Every so often I slipped my fingertip down, seeking and finding the miniscule entrance to her vagina and drawing her silky moisture up. I could feel her thighs tremble. I could feel her heart beating. I could hear her breathing deepen, her murmurs becoming sighs.

As arousal gained strength, need emerging, I lengthened the strokes through her bum crack, slippery, lubricated with precum. It almost felt like I was having intercourse with her, small against me, a sexy little girl. Her scent filled my lungs, a soft, warm and cuddly scent. And all too soon tension arrived, tautness in my body the prelude to release, to achieving nirvana. It was a delicious tension, weight in my balls, pressure in my groin. It promised release and exquisite pleasure. I kissed her hair and pulled her bum back against me more firmly, stroking, slippery, sexy buttocks massaging, Naomi's naked body so exciting.

Strumming her little clit, pulling her back, fucking her bum crack, I let my climax roll in on a wave of utter pleasure. Thrusting, my erection swelled and strained. I paused. Exquisite anticipation. Pressure released as if a dam burst, semen rising to erupt between her sexy little buttocks. It was hot and very slippery. Another wave crashed in. Eyes tightly closed, face buried in her hair, my cock swelled and exploded, a huge spurt I felt all the way to my curling toes. "Jesus," I groaned when Naomi squeezed her buttocks on my cock. Nirvana arrived. I fucked her sweet bum, each firm thrust bringing ecstasy, cum spurting hot, wet and viscous. Heart racing, I came, feet cramping, spurting, spurting, cum exploding with blissful pulses of pleasure. I came hard and chased my climax, thrusting through her wet, cum-soaked crack even when pulses of semen weakened. I fucked her little bum wishing I was cumming inside her and filling her with semen. I came until nothing but body cramps were left, melting, exhausted.

Finally, once I'd recovered enough, I asked, "Did you cum?" I had no idea, too lost in my own climax.

"Sort of," she responded.

"Sort of?" I asked.

"Uh-huh. It was soft and warm and nice. Not like last night. That one was more like a bomb exploding."

"Okay. I'm glad. I came rather hard," I said.

Naomi giggled softly. "I can tell," she said with a clench of her cum-soaked bum.

I grinned and rolled her onto her front. "Stay like this. I'll get a wash cloth to clean us up."

Rolling out of bed I fetched a warm damp wash cloth and returned and froze. Naomi was on her front, arms under the pillow, face turned away from me looking out the window. Her slim body was uncovered to her knees. She was naked and glorious. But what had my heart palpitating was seeing white semen collected between little buttocks and on the slope of her lower back. Her legs were slightly parted and thick semen was dripping down along her tightly closed cleft. I'd never seen anything so sexy and all I could do was stare and admire the perfect tableau, a prepubescent girl covered in adult semen. When she turned her head I moved again and experienced another sexy act; wiping cum off her body, spreading her bum cheeks to get it all and carefully washing her pussy. Fantastic. What a way to start a day!

We were into her last week of school. The prospect of her being with me all day for the coming month was exciting. Naomi was absorbing me. She was exciting and delightfully childish in some things - giggling at a television show, still blushing at outward displays of affection, especially when in public - yet my God she could kiss and burn my lips. She was too young and inexperienced to be a temptress or seductress with any authority and that made her efforts outstandingly sweet and sexy.

For the last week of school we didn't fall into bed. We didn't play sexy games or take showers together. There simply wasn't time between school ending, dinner, and my sister picking her up. But it didn't stop me groping to make her giggle and blush or succumb to her desire for a kiss.

Then the weekend hit and I was miserable without her around. I was also horny, a constant on-off state that was on when I thought about her, her sexy, young, delicately petite body and sweet personality, and off when I was doing chores or distracted. But something changed in me over the weekend, something critical. The single rule I had been carrying around as a line in the sand, a rule that let me experience freedom from guilt or shame in the sexual exploration with Naomi, was the "no intercourse" one. It had stood firmly through exposure to her immature preadolescent body. It had stood firmly despite her participation in our sexual games, whole-hearted as far as I could tell. But that one morning waking up with her succulent little bare ass pressed to my erection and holding her as I slipped my cock through her sweet valley, I had actually experienced as close to actual intercourse with a child, with a young girl, as possible.

It never left my mind for long, always rushing back to give me an erection whether I was at home or out shopping. And over the weekend all I could think about was taking the final step. I could imagine intercourse with Naomi in exquisite detail and I wanted, God how I wanted.

After a weekend alone that seemed interminable, Monday morning arrived. A buzzer announced the arrival of my little sweetheart and my heart beat faster. She charged through the unlocked front door slamming it closed behind her.

In tiny, tight pink terry shorts, long, long slender legs, a spaghetti strap white top tight enough to show perfectly formed, petite bra-less breasts and an excited smile to blind the world, Naomi announced her arrival.

"Summer holidays, Uncle Zach. Yay!" she exclaimed loudly, honey-brown eyes glittering with excitement.

She ran and threw herself at me. The kiss was not a morning kiss. It was a late-night-in-bed kiss, hot and arousing. My hand found her astonishingly sexy small bum and try as I might I could find no trace of panties underneath. Was she wearing a thong?

I had to find out. When the kiss ended, me with an almost full erection, I subtly approached the subject. "Are you wearing panties?" I asked.

She blushed bright red. "Nope."

Fuck me. "How come?"

"You're an ass man. I thought you'd like it. I wore tight shorts for you, too."

NAOMI HAD LIVED WITH the memory of Uncle Zach giving her oral sex and waking up to feel his erection pressed against her bum crack. She'd felt him spurting surprisingly hot semen on her and, for over a week she'd dreamed of having real sex with him.

She'd diddled herself every night in bed and explored her pussy, accidentally losing her cherry, she thought, since she didn't feel one. She'd imagined actually having him inside her, touching the ache that seemed to appear deep in her lower body whenever she was doing sexy stuff with him. And she'd wondered if she would be able to feel Uncle Zach actually cum inside her. What would it feel like? She'd wondered what it would feel like to have his solid body lying on hers, covering her, and what it would feel like to be penetrated for the first time. Would it hurt a lot? What would her pussy feel like when it stretched that much?

Every day through school this last week she'd had to line her panties with toilet paper because she'd dream of him and leak she was so turned on. But what she didn't know was if Uncle Zach would want to go all the way with her. Was he just looking at this as a bit of sexy fun even though she thought it was much more? She loved him. She knew it. He was all she could think about and when away from him she could hardly wait to get back to him. Did he feel the same way?

With all of this churning through her mind, the one thing she couldn't figure out was how to talk about it with him. Despite everything they'd done, it embarrassed her every time she imagined talking about it. Wearing her pink shorts with no panties was her way of maybe seducing him. Thank goodness Mom hadn't noticed.

"Naomi, we need to talk."

Oh no! He's going to tell me we need to stop! Not now! A flood of worry doused her excitement at being on summer holidays. It stole her smile. It made her heart suddenly thump uncomfortably in her chest.

I WATCHED AS NAOMI'S beautiful smile faded away. I saw eyes widen and it almost looked like fear entered them. Why? Taking her small hand I led her to the couch. We sat side by side, slightly turned to each other. I felt her hand go cold. What was wrong with her? "Are you okay?" I asked.

"Uh-huh."

"We need to talk about us," I began, feeling surprisingly nervous. It wasn't every day that I asked an underage girl to have sex with me.

Trepidation emerged in her pretty face, her eyes worried. Why?

"You know how I love what we've been doing together, don't you."

She nodded.

"The thing is," I took a deep breath. "I'd really like to do more. I can't stop thinking about you. I miss you when you're not around . . . a lot. And, to be honest with you, I've been dreaming of making love with you." There. I'd said it. "I just don't . . . I'm afraid it would . . ." Taking a deep breath I tried again. "I don't want to pressure you into something you don't want or aren't ready for."

She surprised the Hell out of me when she frowned, her eyes glittering, and smacked my bicep hard.

"You're an ass," she declared. "You had me scared you wanted to stop or something, you idiot!"

"Stop?"

"Yeah. Stop playing around together," she clarified.

"Why would I want to stop? I love doing things with you."

"Good." Her voice softened. "Me too." A brief pause followed before she added, "I meant sex stuff."

A smile followed a rather energetic kiss and all was well. She announced her satisfaction with a deep sigh and cuddled to my side. I began to plan the day ahead.

"So when? Today?" she asked hopefully.

"No. When we do go all the way it should be special. Next time you sleep over."

"Why? Why wait?"

I took her hand off my thigh, so small and delicate. "Because I want to be able to snuggle afterward. I want to be able to sleep with you in my arms afterward. I want to be able to wake up and see you the next morning. Those are the things that make it more than just sex. That's what I want."

Another sigh was followed by, "Kay. That sounds nice."

"Let's go for a walk. We need to shop for lunch and dinner," I announced, needing to move, full of energy suddenly, the day brighter.

As the day wore on I had another problem. I kept getting erections every time I looked at Naomi. It was impossible not to. Knowing I was going to make love with her, have intercourse with her, was so exciting. To me Naomi seemed excitingly petite and delicate, intensely desirable. The way her slender little bum moved inside tight little pink shorts had my cock leaking precum. I suffered from visions that distracted, making driving very dangerous when we shopped for groceries. Visions of Naomi nude in my arms, visions of her being penetrated, of a small girl taking an adult erection - the forbidden fantasy I'd lived with for so long - came rushing back. The tension was painful.

It was Tuesday when things changed yet again in the early afternoon. We'd spent the morning at the Galleria Mall since it was actually raining, a rare event. The rain had brought a chill with it and Naomi was wearing jeans, T-shirt and light sweater. It didn't stop me from admiring her behind, though. She really had a sexy little ass. I'd feverishly wished I could buy her some sexy underwear when we passed by Victoria's Secret, but explaining to my sister might prove difficult.

We were sitting on the couch, comfortable, side by side watching a National Geographic special narrated by David Attenborough, Naomi's small hand casually on my thigh when she spoke.

"Can I do something and you promise not to stop me?"

"Like what? I'm not going to teach you how to surf."

Naomi giggled. "No. Something else."

"What?"

"You promise?"

"Will it hurt you . . . or me?"

"I don't think so."

"Okay," I said.

"I want to learn how to give you a blow job."

She said it so casually it took a second or two to sink in. "You what?"

"A blow job. All guys like blow jobs, don't they?"

"I . . . I imagine so. But why?"

"I've heard it's one of those things boyfriends want and I want to learn how."

My cock woke up. "I . . ." Hold on a second! Was I seriously considering discouraging her? What an idiot! "Okay."

Naomi glanced up at me, a serious expression emerging. "But I don't want to swallow. I'm not ready for that."

"Um, okay. We can figure something out."

"Do guys like to cum in their girlfriend's mouth?"

"Mostly, I think."

"Okay. You can cum in my mouth. But I'll have to spit it out," she added almost as an apology.

The lunacy of the conversation finally sunk in. Naomi was casually talking about it as if it was a challenge and setting the rules of engagement. It was crazy coming from a twelve-year-old and that made it even more arousing.

Her hand meandered up my thigh. "So, what do I do to make it hard?" she asked.

"You do nothing," I responded. Silly question.

Her hand paused. She glanced up at me. "You're hard? Just from talking about it?"

"Yup."

She laughed and moved off the couch, prying my legs apart. When she knelt between them I stopped her. I had a sexy image in my dirty mind. It was clear to me I'd slipped way over the edge when I actually asked her if she'd undress down to her panties and training bra, no further. To me her undergarments reinforced her youth. Very exciting.

Despite her thinking I was weird and it was funny, she did. While I shucked jeans and sat back down, Naomi wiggled out of her jeans, plain white cotton panties slipping down slightly before being pulled back up. She pulled her T-shirt up and off, long ponytail falling down her back. The white cotton training bra was gorgeous in its simplicity. White decoratively printed edgings framed small triangular pieces of cloth - they couldn't really be called cups as there was no shape to them - and her remarkably small breasts pressed against the thin material, her areolae shadowed teasingly.

Small hands reached for the waist of my boxers, my hard erection forming a tent.

"Lift," she instructed, easing the waist over my erection and down under my ass. She shuffled back and pulled them off, pressing my knees apart to kneel between, her eyes riveted on my cock.

I was already aching when she reached out and gently grasped the shaft, moving my erection around and inspecting it.

"What do I do?" she asked, not looking at me.

Damnation. Just suck the tip and I'll be there, I thought. Taking a couple of deep calming breaths, I suggested, "You can kiss the shaft from bottom to top."

Jeez! Her lips were so soft, her kisses so gentle.

"Then what? What's this stuff? Semen?"

"No. It's called precum. It's slippery."

Her fingertip touched the clear bead that had oozed out. She rubbed her fingers together and hesitatingly touched her fingertip with her tongue, tasting. A shrug followed. "It doesn't have a taste. Does semen have one?"

"Yes. It does."

"What does it taste like?" she asked.

"I dunno. I've never tried."

"Kay."

Her fist gripped my shaft harder. She bent it towards her and leaned over, kissing the tip lightly. I shuddered. My erection flexed.

"What do I do now?" she asked.

"Try licking around the crown, the head," I clarified.

Her mouth opened, small tongue emerged and instead of just the crown, Naomi licked up the underside of my shaft in one long stroke and then up and over the tip, collecting precum in the process. A powerful pulse hit me, cock swelling, and lightheadedness set in when she slipped her lips over the tip, spreading them to slowly, slowly take the crown into her moist mouth.

I was not exceptionally well endowed, my erection about average. But Naomi's small mouth made me appear huge, the shaft thick in her young hand, mouth opened fully to encompass my crown, her lips stretched. It was a stunningly sexy sight. She sucked, cheeks indenting, and eased her mouth off.

"Like that?" she asked.

It was a bit hard to talk, my heart racing. I was feeling a bit out of breath, too. "Sort of," I said. "But it would be better if you bobbed your mouth on it, sort of stroking it. Maybe stroke the shaft with your hand at the same time."

Naomi smiled. "Kay. Let's try again."

She kissed the tip, let her soft lips rest against it, my cock flexing and throbbing. In a teasingly slow motion her lips parted, mouth opened and she slipped the crown in, lips sliding down over the rim and down further. My eyes were locked on the sight wondering how deep she'd take me. I felt her gag when about an inch or so of the shaft had disappeared. She lifted her mouth off.

"Sorry. Too deep. I'll try again."

And she did, lips stretching, mouth descending over the crown. She paused. Honey-brown eyes looked up at me. Damn it was a sexy sight. But I just about came when she smiled, her mouth full of cock.

"I'm really close," I gasped, pressure building.

A small hand stroked me. With her eyes dropping to stare at the shaft, Naomi raised her mouth until the rim of the crown oozed out between her lips and reversed, sinking down. God it felt good. But it got even better when I carefully placed my hand on her head and guided her, showing her the rhythm, her mouth fucking my erection.

The combination of feeling her mouth, her tongue tickling the crown and the sight of a twelve-year-old girl in a training bra and cotton panties giving me a blow job was enough to tip the balance. I had time to warn her, her eyes lifting to my face. My cock swelled and suddenly I was cumming like a banshee, semen erupting into her mouth, pleasure crashing down on me. I had time to gasp and another load erupted. Thick white semen streamed out between her lips and down my shaft, over her stroking hand making everything wet and slippery. I exploded again, agonizing pleasure, honey-brown eyes watching me, cheeks puffing out, semen leaking between her lips. She stroked my shaft milking me with each glorious pulse of cum, her mouth stationary, semen oozing. I came so hard my eyes closed and body jerked, sweet bliss flooding me with pure ecstasy.

Cold air on my cock made me open my eyes. Naomi was disappearing down the hall. I heard the tap turn on in the powder room, water running. My heart was still racing, penis softening. Suddenly I felt guilty. I felt selfish. I'd dreamed of a young girl giving me a blow job but reality wasn't quite as good; not nearly as satisfying as I'd expected. Why?

I had it figured out just as Naomi reentered the living room. She smiled and blushed, sitting next to me and handing me a wash cloth.

"Was it good?" she asked.

I cleaned myself and tugged on boxers. I was embarrassed, too. Pulling her to my side I said, "It was wonderful, Naomi. You were great. But it was too selfish for my liking."

"How come?" she asked.

"I liked it. Honestly. But I'd rather we did it to each other at the same time. Sixty-nine, you know?"

"Okay."

On Thursday Naomi announced with great excitement her mom was going out on a date on Saturday night. We took a long walk to the supermarket, discussing what she'd like to do on Saturday. I could see sweet yearning in her eyes, the flush of young love and excitement. Because of it I wanted to make a special day of it. We chatted and I probed. I was surprised when she asked if we could return to the first beach I'd taken her to, Bluff Cove.

She had it all planned out. Thus Saturday mid-morning Naomi arrived wearing loose blue cotton shorts with a pastel pink T-shirt, legs bare, sandals on her feet. She'd painted her toenails again. We grabbed the picnic backpack I'd prepared and were off.

Summer in California could get searingly hot. I'd removed the hardtop on the Land Rover and let the breeze keep us cool. I had no air-conditioning. Naomi's ponytail unraveled in the wind, her fine hair flying around. She kept grabbing stray strands and folding them behind small ears, eventually giving up and removing the hair band. Shaking her hair with one hand, she slipped the hair band onto her wrist.

Rutted sand made the Land Rover shimmy and shake when descending towards the beach. Heat hit hard when we stopped. By the time we had a blanket spread I was sweating, the ocean calling with soft thumps and hisses.

Naomi unveiled her lovely yellow bikini and we hit the water, swimming, splashing, playing and, most enjoyably, stealing occasional kisses when the coast was clear. Naomi made me feel the unrestrained joy of youth.

Putting sunscreen on her was an exercise in erotica. It was something I could do in public without fear. I took my sweet time, too. It was more like a languid body massage. Starting with her on her front I rubbed sunscreen into slender shoulders and down a lovely small back, enjoying the feel of soft skin and her spine. Blond body hair at the base glistened in the sun when covered in lotion.

Spreading it on her sides only emphasized how narrow her hips were, very attractive. I slipped fingertips under the waist of a little yellow bikini bottom and teased the beginning of her butt crack. She wiggled her sweet bum in response.

Moving down to her feet, Naomi giggled when I put lotion on the soles.

"I don't need it there," she claimed, tugging her feet from my hands.

Starting from her delicate ankles, I massaged lotion on her, gradually moving up past her knees, my hands slowing into more of a caress, slipping to the inside of slender, firm thighs. With slight pressure from me she parted her legs just a bit. I continued the erotic journey caressing gently, adding lotion onto silky skin. This close, in bright sunlight, I could see fine blond hair on her legs.

With hands caressing firm thighs, thumbs slipped up the inner side. An erection formed when thumbs gently nestled to her little pussy. Hidden from view, I caressed her cleft over bikini bottoms. Her sweet bottom clenched and flexed at my touch. This was exceptionally exciting and hugely arousing. Withdrawing my hands, I added lotion to the outside of her thighs, sweeping up onto the edge of exposed buttocks. Smiling with my naughtiness, thumbs slipped under the edge of her bikini bottom and converged, following the edge down into her crotch and down until thumbs caressed soft little labia. Naomi moaned quietly and groaned when I withdrew.

"Turn over," I instructed.

She rolled, arm rising to shade her eyes from bright sunlight. She frowned at me.

"That's really unfair," she told me. "Now I'm horny."

"Just wait," I answered with a grin, squeezing more lotion onto my hands.

Once again I started at the top, her shoulders. I spread it over each arm before moving to her upper chest. She watched me intently through narrowed eyes. Her nostrils flared, she inhaled sharply, my hands teasingly brushing petite breasts on their way to her stomach. Adding lotion to her flat tummy, spreading it to her sides, I studied how her tiny nipples seemed to harden and poke against the bikini top.

Below her navel the tips of my fingers teasingly slipped under the edge of her bikini bottom. She was so slight a girl there was a small sexy gap there. She inhaled again, her stomach muscles clenching. With a smile, I skipped down to the top of her thighs, drizzling lotion on her and caressing gently. My erection ached when thumbs eased under the edge of the bikini and lightly caressed her pussy underneath.

Her legs clamped together suddenly. She inhaled sharply. "Stop. It's enough sunscreen," she declared, rolling away from my touch and sitting up.

I loved the sweet, innocent smile that suddenly emerged. "My turn," she announced.

Smiling to myself, I lay on my front, adjusting myself so my erection was more comfortable, pointing to my hip. I was rather looking forward to this.

Naomi knelt at my side. I watched her carefully. She raised the bottle of sunscreen lotion high and squeezed, the cold chill of cream hitting my back and making me shiver. She lifted a little finger, smiled sweetly at me and poked the gob of lotion. . . once.

"All done," she said.

Damn! Too cute. I started laughing, my erection fading. Naomi giggled and lay back down next to me.

"Man, that's just mean," I said, laughing.

"You deserve it. You made me all hot and everything."

By the time we returned to the condo I was beginning to feel the heat of a sunburn, the soft T-shirt rough on my shoulders. When I complained Naomi just told me, "You deserve it."

As compensation Naomi offered for me to join her in the shower. I declined on the basis that, had I showered with her, the evening would be over. Sun drains my energy. I wasn't confident I was capable of doing sexy things twice, no matter how much I might want to.

Dinner, Naomi in her usual olive green T-shirt, was eaten on the balcony in the cool of an ocean breeze and a stunningly beautiful sun sinking to the horizon. The closer it got, the faster it moved and deep royal blue filled the sky when, with a dying gasp of purples and oranges and gold, it dipped below to fade away. Stars blinked into life slowly like cactus flowers emerging after a rain storm.

Naomi's bare feet frequently found my legs under the table, accompanied by a sparkle in her honey-brown eyes when she teased. Somehow she managed to keep her panties covered despite my best efforts to get a peek. Dinner, tender lamb shank accompanied by roasted rosemary potatoes, was slowly consumed. It was most enjoyable.

We finished and in no rush, settled down to watch L.A. Story, the Steve Martin film you could only enjoy if you knew the pretentious idiocy that was Los Angeles.

While I planned on watching the whole movie and drag anticipation out, Naomi had other ideas. Cuddled to my side, her hand began a game of teasing, stroking my thigh, rising to almost reach my crotch and flitting away, only to approach again a minute or two later. I really didn't think she was watching the film. She was successful at generating an erection, though.

NAOMI FELT ANOTHER STAB of excitement. Tonight! She'd been horny ever since the beach, Uncle Zach teasing her to the point where she was really wet. Sitting at his side she teased back, thrilled when she actually saw his crotch fill out, his erection forming. What was it going to feel like inside her?

She'd read that lots of girls never climaxed on their first time. Some claimed it hurt badly, others that it was only as painful as a pinch. What would it really be like?

She'd worn the only pair of sexy panties she owned, a rather simple white cotton bikini-style with lace at the top. She hoped he liked them. Feeling horny and impatient, she stroked his rather muscular thigh, edging higher with each stroke. Finally she shivered with excitement and gently placed her hand over the bulk of his erection, resting it there for a moment. She felt it move.

She squeezed and caressed slowly, glancing up at Uncle Zach's face. A shiver of pleasure hit at the heat in his soft brown eyes. He was staring at her as if he wanted to eat her or something. When he leaned down her vision filled with his sexy mouth. His lips touched hers so gently, kissing her so lovingly she couldn't wait any more.

"I'm tired," she said.

"Time for bed?" he asked, his eyes twinkling.

She nodded, not trusting herself to talk, her heart sort of squeezing and thumping in excitement. When he stood and took her hand, turning everything off, and led her down the hall she could feel her bravado melting away, her heart beating faster and faster with every step. The unknown was scary. Arousal waned.

I DIDN'T NEED A signpost to tell me Naomi was nervous. Her hand was damp in mine, her steps a bit hesitant. I was acutely aware of how big a step it was for her and, if she was having second thoughts I was going to give her ample time to change her mind without embarrassment. Either she wanted to make love or she didn't. I had no say in the matter.

Drawing her onto the bed, I shucked my T-shirt and shorts, leaving boxers on. "Let's cuddle," I suggested, turning the television on and resuming the movie.

Under the covers I drew her to my side, rolling her so she was pressed to me, one arm around her, her head in the crook of my shoulder. We cuddled and watched. I caressed her back over her T-shirt. No pressure. No coercion. Minutes passed. I kissed the top of her head gently.

Through my hand I felt her sigh. Her knee slipped up over my thigh. She cuddled even closer, her hand playing with the sparse hair on my chest. Slowly her hand explored, feeling my nipples, sliding down to my navel. Her hesitant journey renewed my erection and, when her small hand gently pressed against the shaft, I held her sweet little bottom with mine.

The slide into intimacy was sexy and slow. She explored the shape of my cock over the boxers and giggled when Steve Martin started talking to a highway sign. I caressed a succulent bum.

Eventually her fingers toyed with the elastic waist before slipping inside and reaching down to hold my cock. I was damp with precum. She touched and explored, still watching the movie. My hand eased inside her panties and, when I caressed two sweet bare buttocks, Naomi squeezed my shaft in response.

I kissed the top of her head softly. Her face turned up to me, honey-brown eyes shining. Holding my erection tighter she shuffled up and we kissed, gently, lovingly. Arousal had been rekindled. It had calmed her nerves. Her soft murmur told me she'd made a decision.

The movie was ignored, a drone in the background. She kissed me again, her tongue emerging to taste my lips, eyes closing. I responded in kind. My hand inside her cotton panties caressed small buttocks. I grasped one, a perfect fit for my hand, squeezed it gently and moaned in encouragement to her.

Naomi's hand started tugging the waist of my boxers down. With one hand and lifting my hips I helped her remove them, kicking them off my feet. It felt wonderful to be naked in bed with Naomi again. Her hand caressed, not stroked, but caressed the underside of my shaft, ending with her exploring my testicles. My cock strained up.

With mounting excitement I edged her panties down one side. Naomi let my balls go and reached down to help, lifting her body to slip panties off. She tugged her T-shirt off and returned to my side. Our kiss was soft, tongues teasing.

The kiss ended with Naomi pressing her pussy to my side, her knee moving back over my thigh, her hand finding my erection.

The first words were spoken and they were mine. "I adore your ass," I told her, exploring the sensual shape of small buttocks, tracing the sweet valley between, and sliding my fingertips down to touch her cleft from behind. "You're wet," I said, almost a whisper.

Naomi wrapped her hand around my shaft and squeezed. "Uh-huh," she replied.

"I love it."

I teased and aroused until I thought she was ready and, with my arm, encouraged her to move on top of me. She did, her legs falling to my side, my erection pressed between us. It was nice but uncomfortable.

"Lift up for a sec," I instructed, reaching down and maneuvering my cock up between her legs to rest against the crease of her buttocks. She lowered herself, smiled at me and closed her legs, trapping my erection between and nestled to her pussy.

"This feels good," she said.

"Very good," I agreed, caressing her back and perfect ass, her slender body even more arousing with my cock where it was.

She gave me a small kiss, a quick peck, and rested her head on the front of my shoulder. The movement, when it started, was exquisite. Naomi curled her hips slightly and relaxed. The effect was a slight stroke of my erection. I actually felt her moist warmth spread on my shaft and it had my heart thumping.

Caressing her back and succulent rear, my fingers found the tip of my cock poking out behind her. I pulled it tight to her bum.

Naomi moved again, her arms rising to slip under my arms and hug my shoulders. I could feel the firmness of her petite breasts pressed against me. She moved her hips again and sighed.

Gradually the occasional movements became regular movements, a constant undulation of her pelvis, her pussy stroking my shaft. I drew her head off my chest and urged her to move up slightly. We kissed, soft lips touching, sweetness yielding to arousal, tongues touching, kiss ending with a sigh.

Below, I tilted my pelvis and the precum-slickened crown slid along her pussy, down her cleft and back up. Reaching down I used fingertips to press the crown against her cleft. Naomi's legs fell apart to my sides and her cleft parted. I felt it, moist and slippery, warm velvet hugging my crown. Each move, our hips working slowly in counterpoint, slid my crown down across her clitoris and up to catch on her perineum. And each move, each stroke, made us wetter, more slippery, the crown edging ever deeper into her cleft until she paused with a quiet gasp, the tip of my erection pressing to her entrance.

It was very hard not to move, the desire to thrust surging through me. I was extremely aroused, my cock pulsing. Holding that position, poised to actually penetrate her, was agony.

"Will it hurt a lot?" she asked in a whisper.

"I honestly don't know," I answered, caressing her back.

She pressed her pussy back against my aching erection. Nothing happened. She eased off and pressed. Again nothing. Each time I felt the pressure against the tip of my cock; just that, pressure, no progress, no penetration.

"It won't go in," she whispered. "I'm too small."

"Relax. If it doesn't, it's okay. It feels wonderful just like this," I answered. It did. Just imagining cumming like this, semen spurting directly into her little pussy, was extremely arousing.

For what felt like five minutes we continued, gentle pressure, ease off. It became very, very slippery and wet a mixture of copious precum and Naomi's arousal. The sensation of knocking on heaven's door was wonderful and my need built. Holding her, so petite, so young, so sexy, and my cock poised to penetrate her, was thrilling, an experience in-and-of itself. But then she distracted me.

"Ow!"

I'd made no progress that I could tell. "What happened?"

"I felt a stab of pain down there."

"But . . ."

She inhaled sharply, fingernails digging into my shoulders.

Suddenly Naomi's pussy stretched. Soft labia slipped over my crown, hot liquid velvet against the tip. A moist glove slipped over me, tightly gripping the crown. Suddenly I was penetrating her, I was actually penetrating a twelve-year-old and the sensation was unbelievable. With fingertips probing from behind I could feel where I was penetrating her, her little cleft stretched, her labia moist and very slippery.

"It's in," Naomi announced, surprise in her voice.

"I know," I groaned. "How does it feel?"

"Huge," she answered.

I chuckled. She giggled softly, the effect being her pussy clenching and pushing my crown out. I'd been expelled.

"Damn. What happened?" she asked.

Holding her small rump and pressing my erection up, I experienced the incredible sensation of penetrating a young girl again, labia yielding, moist heat slowly, tightly easing over my crown. This time my erection slipped in slightly deeper and, despite the tightness, a bit easier. I withdrew slightly and pressed again, gaining a bit more depth.

Naomi joined in, breathing slightly louder, curling her hips up and down. Moving together in counterpoint my erection slowly burrowed deeper, her vagina a stunningly sensual hot, tight, moist sheath surrounding me. It was almost more than I could handle. Feeling my cock slipping into her, probing, held tight yet slippery was amazing. Grabbing her little hips and steering the movements, I started stroking, every gentle thrust up sending me deeper into her young body, every utterly pleasurable stroke sending waves of excitement through me, my erection throbbing and feeling bigger and thicker than it had ever been. Jesus, I was having sex with her!

Naomi hunched at me guided by my hands on her narrow hips, her arms now clutching me, small puffs of warm breath wafting against my neck. We found a rhythm, slow, sensual and deeply arousing. When the tip of my cock nudged against her end, my erection swelled with excitement. I was there! I was completely buried in Naomi's little pussy and my God it felt good.

Withdrawing, I experienced my cock sliding into her tight vagina to nudge against her end. I did it again, pushing her hips down, fucking gently. Awareness narrowed to Naomi, my hands, my cock. My world filled with the sensation of fucking her, exquisite, tight, moist, so young, arousal now a strengthening presence inside me.

I wanted to last forever. I wanted Naomi to climax on her first time. I wanted her to cum with me in a perfect orgasm. But the simple truth was I'd dreamed of this for far too long. It was too good. I'd carried this desire with me, imagining what it might be like to actually have sex with a young girl, to penetrate a prepubescent girl, and reality was far, far better than imagination. The feeling of being ensconced in her tight pussy, her petite stature, her scent, her ass, her little breasts, her panting breath and clasping arms . . . it was too much. I couldn't hold back the tidal wave that rose and slammed into me.

"Naomi, I can't . . . I'm . . ."

Holding her little hips and pushing her down, I thrust up, lodging my aching erection into her tight pussy as far as it could possibly go.

"Oh my God," I gasped.

My cock swelled almost to bursting. Semen burned up my shaft like acid. There was a micro second of agony and I came, exploding in a rage of pleasure, semen ripping out into her little vagina. I had no control, none. Pulling out slightly, holding her hips tightly, I thrust again, stars exploding behind closed eyes, semen erupting in a long, long, agonizing wave of ecstasy, spurting, hot, beautiful, beautiful. Pulling out slightly, I thrust into her tight, tight vagina, pressing her down with my hands, the tip of my cock hitting her cervix just as a massive burst hit, cum exploding deep into her and stealing my breath, exquisite pleasure rolling over me in a wave. I withdrew and thrust, exploding, praying the incredible climax would never end, cum spurting gloriously, toes curling. I came hard, beautifully hard, stomach cramping, thrusting and spurting, thrusting and spurting in a dizzying climax, emptying myself into her until nothing remained except painful dry heaves, sweat coating my brow.

The end of paradise came suddenly, unwelcome, as if my body had been popped like a balloon. Energy fled. My body stilled, empty and sated and sad. My erection faded, a lost friend. Hot, velvety wetness surrounded it. My heart calmed.

Naomi was relaxed on top of me, a rag doll, legs limp. My cock shrank, losing the rigidity needed to stay inside her. It was squeezed out by her tight fading clenches, a river of hot semen flowing into my pubes.

"Naomi?" I whispered.

"Uh-huh," she answered in a whisper, her face buried against my neck.

"Are you okay?"

"Uh-huh."

NAOMI FELT LIKE EVERY muscle in her body had turned to liquid. She had no energy left, everything drained, gone. Her eyelids were heavy. She couldn't even lift her head. This must be heaven, she thought. Inside she felt peace and warmth. Uncle Zach's semen was leaking out, almost tickling her. She wanted to sleep, not talk. When he rolled her onto her side and cuddled her, she nestled her face into his chest, his hair tickling her nose. She inhaled deeply and pressed her knee between his legs. Nothing she'd read came close to explaining an orgasm like that. It was all-consuming, a fire raging through her body from her pussy to her toes, from her pussy to her breasts and head. It stole thought and raged over her leaving behind a limp body and a desperate need to sleep.

She nestled into Uncle Zach even tighter. All she could do was murmur when his hand caressed her back. She felt the sheet and blanket cover her. Sleep arrived, peace, so beautiful.

MORNING ARRIVED SUDDENLY. I sported an erection that only got harder when the memory of sex with Naomi came roaring back like a dream. Looking to my side I saw her, on her front, face on the pillow towards me, arms underneath. From the side I could see the slight sexy swell of her petite breast pressed to the bed. Drawing the covers down, the sensual slope of her slender back was revealed and right at the base, in the morning light, I saw fine body hair, blond. Arousal and desire rushed in. I admired the magnificent upsweep of her little buttocks. They took my breath away. God I loved her ass. And I was horny, morning sex now filling my mind. I needed her again. I wanted her again.

Rising carefully I knelt astride her closed legs and admired the shape of a naked preteen body. She was so slender, mature curves still a ways off. Her shoulders were the widest part of her. She had almost no curves, just a hint of a waist. I adored the narrowness of her hips, a perfect sign of prepubescent youth. Her perfect bum was so delightfully small and compact. Sexy curves showed where her thighs pressed to the bed. My erection strained up, aching at the sight of a naked nymphet before me.

For a moment I paused and admired the erotic sight of my adult erection jutting out over her small body, the contrast intoxicatingly arousing. Bending forward, the wet tip touched her ass crack when my lips gently kissed her cheek. Her eyes were closed but she wasn't asleep. A smile emerged on her pretty face.

"Morning, Naomi," I whispered, kissing her soft cheek.

"Morning," she replied with a sexy, sexy bum wiggle that sent a bolt of excitement through me.

"Don't move," I instructed. "I want you just like this."

"Kay," she whispered, eyes still closed.

Rising up, I started gently massaging her shoulders. My hands moved down to massage her back and moved down again to massage the dip at the base of her spine. Naomi was so slender both hands covered her lower back from side-to-side. Each touch made my cock bob and throb, precum oozing and tickling as it ran down the shaft. I fought the intense urge to grab myself and stroke. This was too good to rush.

A shiver of excitement ran through me when I held two sexy young buttocks, each a perfect fit, covered by my hand, each a sensual mound, cool and firm, small, so arousing. I loved it. On her front, the sexy creases where buttocks merged with thighs were not there; too young, excitingly young.

Massaging gently a stab of heat pulsed in me when buttocks parted, her short valley spreading, her tiny anus winking at me. In that sensual gap at the confluence of thighs her little pussy, lightly sprinkled with fine dark brown pubic hairs, appeared plump, lush, and too big for her. Her cleft was flushed, a dimple below her perineum showing where her entrance was hidden, labia tightly closed. Below, just visible, a small clitoris peeked out at me.

My erection bobbed and leaked. It was such an incredibly sexy sight.

For a few luxurious moments I massaged two buttocks, gradually spreading them apart more and more. My heart skipped when her labia oozed apart slightly, moisture inside glistening in the morning light.

Delaying my gratification, aching now with desire, with pure lust, I caressed slim thighs before moving my hands to her sides, my thumbs resting at the base of her buttocks. Holding my breath, I eased her pussy open, inhaling sharply when her little vagina was revealed, her cleft pink and moist. God it was beautiful. How had such a small thing taken my adult erection? The memory of her tightness rushed back. I ached with lust.

Grabbing my shaft I pressed my erection into the valley of her thighs and held it there with my thumbs, the tip kissing her pussy. Jesus I was huge!

Precum leaked. Spreading her buttocks, her cleft oozing open, I nudged the tip against the tiny opening to her vagina, pressing slightly, crown flattening. Had I really penetrated her? It seemed impossible when seen from this angle.

"Is this okay?" I asked quietly.

Naomi nodded, her arms still under the pillow, face turned to the window, eyes closed. Long dark lashes rested on her cheek. Focusing on my cock, her butt cheeks spread, thumbs holding my shaft down, I pressed forward, staring at her little pussy. Labia spread. I pressed and eased off and pressed again, my crown squeezed. It wouldn't fit. Not in this position. Not this way. It couldn't, could it?

Excitement thrumming through me, I eased off and tried again, pressing gently but firmly.

"Let me know if this hurts," I said softly.

Naomi nodded.

I pressed slightly harder driven by a powerful desire to penetrate her little vagina. And then heart palpitations hit me. Naomi's entrance slowly, excruciatingly slowly dilated. My crown paled as it was squeezed. Slowly the large head oozed into her. It was unbelievably stunning, incredibly arousing. The sight of an adult erection slowly penetrating such a tiny vagina was more exciting than anything I could have imagined.

When the rim disappeared I realized I was holding my breath. I gasped. My cock flexed and ached. Releasing her buttocks they closed and the view was even better. It looked like I was penetrating a little girl, her bottom so small, my shaft so damned thick.

My erection, gripped in a tight hold, swelled and pulsed rhythmically, each swell making Naomi deliciously tighter. Lodged inside her velvet hold, I succumbed to one more desire; to lay on her and feel her small body underneath me. Leaning over her, cock lodged in her pussy, her legs together, I bent and kissed her cheek gently.

"Does it feel okay?" I asked.

Naomi smiled and nodded.

"Can I lie on you? I'm a bit heavy."

"S'okay," she whispered and just about induced a spontaneous climax by clenching her buttocks.

Hovering over her on straight arms so I could watch, I started fucking her gently, pressing in, easing back, pressing in. I stared at the amazing sight of my shaft slowly penetrating her deeper and deeper, her moist, velvety vagina caressing my erection. I fucked her gently, slowly until, with a sigh of pure pleasure, her small buttocks nestled to my groin. I was as far inside her as I could be in this position and it was wonderful.

Lowering myself onto her, a thrill raced through me. Naomi seemed so petite under me, her beautiful ass so firm, mounded high. Elbows kept some weigh off her. My cock swelled. Using slight hip rolls, resting my groin on her bum, my erection moved inside her, not much, no more than half an inch or so. But that small movement magnified every sensation. I could feel my crown edging back and forth deep in her. I could feel her silken massage. I could feel each and every throb of my cock and it was fantastic.

Reaching down, I slipped one hand underneath Naomi's body, worming my hand down until I felt her pussy. Spreading my legs slightly to give her room, I eased her thighs apart and cupped her pussy, my middle finger finding a very slippery cleft and finally her clitoris.

Naomi moaned and squeezed her buttocks together when I caressed her clit. She curled her bum up pressing my erection even deeper. I answered her with a strong flex of my cock. Lord she was tight.

Moving only slightly, almost rolling my groin on her ass, the tip of my erection being sensually caressed, Naomi started moving, too. She humped back at me, emitting little sighs. I teased her clit.

Hardly moving we fucked slowly, almost all the sensations focused on my crown, her vagina slippery and silky and snug. Naomi started breathing harder, her mouth opening slightly. We fucked gently, my erection feeling big, thick. I was at the point where I could easily let go and cum, that delicious edge, on the cusp of bliss. Naomi took me over.

She suddenly inhaled. Her small body twitched. She groaned and shoved her bum back at me. Eyes tightly closed, a frown emerged on her face. I tickled her clit. She gasped, her body jerking. Hands emerged from under the pillow, clenched into fists.

"Uh! Oh God!" she gasped.

Her pussy tightened, buttocks clenched, body cramped and I came, hard, hard. My cock swelled. I thrust hard, her body moving up. Semen raced up and exploded into her in a glorious eruption of pleasure. Naomi cried out and jerked. Suddenly she was humping madly, body gyrating underneath me. I started fucking her hard, my groin bouncing off her small buttocks, cock swelling, cum exploding with each thrust, pleasure crashing into me. I fucked her little body, firing cum with each thrust, hot wetness flooding my crown. Collapsing onto her I fucked her hard, spurting, cumming, ecstasy drowning me, cumming, cumming massively until I was drained, the end arriving suddenly with muscles collapsing.

We panted. I lay heavily on her. We didn't move, the last weak pulses in my cock fading away, peace arriving, relief, satisfaction. Eventually I eased myself off her, sliding to her side, my leg still over her.

Somehow her hair had escaped her ponytail and partially covered her face with mussed strands. I stared at what I could see of her flushed face, loving the sight, my perfection.

Naomi's eyes popped open and peeked at me through her hair. A smile emerged, glorious and bright.

"I like morning sex," she said.

"Me too."

"You were heavy," Naomi told me. "I liked it." Her hand reached to touch my jaw. "Did I mention Kate wants to come over. Remember? You said she could."

"Sure. When?"

"Day after tomorrow. She's coming to my place for a sleep over and then she'll come here with me."

"Okay."

"She thinks you're really sexy. She's jealous. I think she wants to kiss you, too. I'm not sure about it. But she's my very best friend. So what are your thoughts?"