My Naked Niece

When I was growing up in the 50's in the midwest, nearly all my relatives lived within a single state, so get-togethers were pretty big things—both in importance and the number of people that showed up. As an only child, I wasn't real wild about attending them; at least not until after I started getting along better than normal with one of my cousins, Frederica.

It wasn't that we became an "item" or anything like that, just that we got along better with each other than we did anyone else, and enjoyed each other's company more. We got along well enough, in fact, that we eventually trusted each other with our respective deepest secrets, and even did more than a little necking with each other once both of us hit puberty… though we never went "all the way".

Our bond was strong enough that even after I went into the military, Freddie (as I called her, teasingly at first, then later as a term of affection) wrote to me regularly and faithfully while I was overseas. Even after I got out and went to collee to get a degree in engineering, we continued to correspond with each other.

In my sophomore year in college, she got married, but continued to write. She and her husband Mike even turned up for my graduation; it was the first time I actually got to meet him, and it turned out that he and I not only liked each other, but became good friends. So when my first job out of college was in the same town they lived in, all of us were pleased.

I found a place to live that was far enough from them to be in that ideal range that left it close enough for us to get together without any hassle, but far enough apart that we weren't in each other's back yards every day. One of the things that I learned was that Freddie and Mike were nudists or naturists; they tried to get me to understand that the two weren't the same, but it was a distinction without a difference as far as I was concerned. I even joined them a few times when they spent a weekend at a nearby recreation facility; when I explained to them that the lifestyle wasn't for me not because of the nakedness, but because of the limited recreation options within the nudist environs, they accepted it easily enough. One consequence of note was that when they had a daughter, Emma, I was able to be there often enough to dote on (but not spoil) her as she was growing up. Any time Freddie and Mike needed someone to look after Emma for longer than just a babysitting job, I was usually the first person they checked with. Only rarely did I have something going on that kept me from keeping Emma for whatever period of time was needed, and getting to stay with her Uncle Dave was something of a treat for her: I was perfectly willing to spend the majority of the time we had together doing what SHE wanted us to—from High Tea when she was little to letting her watch music television (within limits, anyway) when she got older. Once she got into school, all of us found out that she had that all-too-rare combination of ordinary "smarts" and intelligence. Once she hit puberty, I was even agreeable to letting one or two of her friends come over for a little while each day or evening.

From growing up in a nudist household and frequently spending a day or weekend with other nudists, Emma didn't think there was anything wrong with people not wearing clothing. When she was with me, it wasn't any big deal for her to shed clothing to whatever degree made her feel comfortable. She knew I wasn't interested in such things, and that was fine with her… I was Uncle Dave, so whatever I thought or did was perfectly okay with her; that she saw ME nude a few times wasn't any big deal since she saw all manner of unclothed males every time she went to a camp with her parents.

Because she didn't concern herself about such things, I could see the changes happening to her when she hit puberty. She went from a cute little raven-haired pixie with freckles on her nose to starting to develop curves that would undoubtedly have guys flocking around and making other girls envious (if not outright jealous). Being her uncle, all I felt was love for (and protective of) her; as a male, I couldn't help noticing (and appreciating, in an abstract way) her attractiveness and developing figure.

That dichotomy hit me squarely between the eyes one night when she was just a few months short of turning fifteen. She was spending the night with me so Freddie and Mike could attend some corporate gathering in a town a couple of hours away; they'd decided to make it a micro-vacation by spending the night there and returning the following day.

Emma and I had been sitting on the couch watching a movie; when it was over, Emma got up to dispose of our empty soda cans. When she came back into the living room, she stopped in front of me and asked "Uncle Dave, do you think I'm pretty?"

"Of course I do, Em. You're the prettiest niece I've got for hundreds of miles around", the last being a joke, since our nearest relatives were roughly a thousand miles distant. She smiled briefly, then wanted to know "Do you think I'm sexy?"

More than a little surprised by the question, I had to think about it for a moment—and really look at her. She'd grown out of her tendency toward being a tomboy, and let her hair grow into a dark mane that ended about the middle of her shoulderblades and framed her lovely face with it's sparkling brown eyes, small straight nose, and her pleasant smile. Her slender neck sat atop delicate shoulders; farther down, what had started out as a couple of minor irregularities on her chest had developed into a pair of breasts that were roughly the size and shape of half an orange. Capping each was a dark brown areola about the size of a nickel, from which protruded a small nubbin of a nipple. Her body was trim, with enough curve at waist and hips to make it clear that she was female, regardless of how young she was. Her legs were still a bit coltish, but already starting to take their final shape: slender and trim, and composed of a series of gentle arcs. At the base of her belly, she had a small, slightly sparse wedge of black pubic hair that wasn't quite thick enough to conceal the skin underneath. I only had to remember glancing at her as she'd gone into the kitchen to know that her butt was small, tight, and nicely rounded. Pushing out the thoughts that were trying to crowd into my mind, I told her "Em, I think you're VERY sexy… for your age. I can look at you, and see how much prettier and sexier you're going to be when you get a little older."

That got me a pleased smile, and satisfied with my answer, she moved to watch the next movie from the floor. To my dismay, that meant laying on her stomach in front of me: not only was she giving me an uncommonly good look at her lovely young tush, her legs were parted enough that I could easily see the area between her thighs. Try as I might, I couldn't HELP but look—and felt myself responding to the sight. Her pubic thatch thinned quickly and considerably as it extended down her mons, making it easy for me to see not only the top of her clitoral hood, but the edges of her small, thin labia.

I kept pulling my eyes away and trying to focus my attention on the movie, but found myself looking at her cute butt and crotch far, far more often than I really wanted to. I also felt my cock start to grow as I kept looking at the view she presented, and thinking about her more as a male and less as her uncle.

I greeted the end of the movie with a mix of equal parts relief and disappointment. Emma got up, and after giving me a good-night kiss on the cheek, went down the hallway to "her" bedroom. I remained where I was on the couch for a couple of reasons. First, I didn't dare stand up, knowing that she'd see the bulge of my hard penis in my pants. Second, and more to the point, I needed to think about what the hell I was going to do: I knew damn well that I'd never be able to NOT see her as a nubile young female again, but I sure as hell didn't want to have to walk around trying to hide erections whenever she came over, either. I didn't figure I could say anything to her about wearing more clothes; if she didn't know (or at least suspect) why I wanted something like that, she'd want to know—and I doubted I could come up with an answer that would satisfy her. In either case, there was a very real possibility that she'd say something to Freddie and Mike; and there was no telling WHAT their response would be, other than something unpleasant.

I must have sat there for nearly an hour, trying to find some way of avoiding that kind of situation again before I finally had to give up and go to bed. Thankfully, not only had my cock shrunk back to normal, but I could hear Em's soft snores, telling me she was sound asleep in her bed.

Thankfully, Emma stayed dressed the next day while we waited for her folks to get back.

To my relief, it was several weeks before Freddie and Mike wanted to know if I could take care of Emma for them again: Mike had to go to some conference or other, and while they could afford for Freddie to go, they couldn't swing including Emma. She was disappointed, of course, but understood. The thing of it was that they were going to be gone for three days and four nights—appreciably longer than anything before. From the tone of Freddie's voice when she asked, I knew that I was actually the last person they were calling, and why. It wasn't for anything other than they didn't want to "impose" on our relationship by asking me to look after Emma for that long. Despite the misgivings I had about how I was going to deal with Emma's likely nudity, I readily agreed. I could hear the relief in Freddie's voice when she thanked me before the two of us worked out the details. They were going to fly out the night before, and because the last day's activities were scheduled to run until late evening, they'd fly back the day after. She went on to explain that Mike's attendance at the thing was some kind of Sign that he was being considered for Important Things, and that her attendance would go a long ways toward his making a good impression on the mucky-mucks. I assured her I was glad to help, and wished her and Mike the best.

When it came time for Emma to come over, she was feeling a little mopey, just as I'd anticipated; not only was she obliged to stay home, but her parents were going to be gone longer than they ever had before. So when I offered to take her out for dinner, it was for the dual purpose of not having to eat my own cooking and try and cheer her up. By the time we got back home, she was back to her usual chipper self. It wasn't entirely coincidental that we didn't get home until a bit past her usual bedtime, so that she was obliged to go straight to bed.

Over breakfast the next morning, she wanted to know if it was okay if her friend Becky came over while I was at work. Emma was easily responsible enough to be left alone during the day, and I knew enough about her best friend to know that there wasn't anything to worry about with the two of them there, so I okayed it.

When I got home from work, I was a little surprised to see Becky still there for the simple reason that any time previous, Emma's friends had left before I got home. But Becky was a good kid, so I didn't mind having her stay later—even to having supper with us. Afterwards, the two of them were insistent that they'd be the ones to take care of cleaning up, to my pleasure… and suspicion. I'd heard enough from the parents that I worked with to know that there was no such thing as a free lunch where teenagers were involved; with the girls so adamantly volunteering to do something I'd normally have to ask their help with, I figured there was something they wanted. While I was hoping that it was something like them wanting ice cream for dessert, I didn't really figure I was going to get off that easily.

Not long after they'd finished and come into the living room where I was, I found out what it was they were after: Emma wanted to know if it would be okay for Becky to spend the night.

It wasn't that big of a deal, really, but it was the first time she'd ever asked anything like that, too. While I would have normally would have gently shot down the idea, I still had it in my mind that Emma was going to be there with me for a few more days; it also occurred to me that with Becky there, it seemed pretty unlikely that Emma would go into her naturist mode and start running around naked. I'll confess that it was that latter detail that counted most toward my granting the request, provided that Becky's parents called and said they were okay with it. It wasn't but a couple of minutes later that they were on the phone with me, doing just that.

I'd barely hung up the phone when both of the girls were rocketing toward Emma's room. It wasn't her room, of course; just the spare bedroom I had that she had been allowed to add some personal touches to for when she was staying with me. There were a couple of dolls from when she was little, a few stuffed animals, and a couple of boy band posters, among other things.

I actually kind of welcomed their departure, figuring that they'd be spending most of the evening in Em's room. That relief was replaced with horror when I saw the two of them coming back down the hall a few minutes later: both of them were stark naked.

With Emma free to wander around in varying stages of undress, I didn't see that there was anything I could say about Becky's nudity. I kept my face blank and projected my best calm composure façade, and waited to see what other landmines lay waiting for me. When the two of them got close enough, Emma must have seen that I needed some kind of explanation, and told me "You know that Becky's, like, my best friend ever, and I told her one time about me and Mom and Daddy being nudists. She didn't freak out or anything, so I asked her if she'd like to find out what it's really like. She did, and went with us for a day a couple of times. Of course, she didn't tell her parents exactly what KIND of day camp we were going to! Anyway, once she tried it, she found out that there wasn't anything to be worried about or ashamed of, so she's okay with it now."

After that, Becky told me "It's not like I take my clothes off all the time, or anything like that; just that if I'm someplace with Em, I'm okay with getting naked if she is."

Hoping that my shell of equanimity didn't crack open, I nodded my understanding before telling her "Sounds reasonable to me" and turning to watch the TV again.

To my infinite joy, the two of them opted to sit on the floor and lean back against the couch I was sitting on—effectively putting them out of my direct sight. Still, as the evening went on, both were up and down several times for various reasons. Being good kids, both were polite and courteous enough to ask if there was anything I needed or wanted whenever that happened, which made it possible for me to learn what Becky looked like.

A dishwater blond with lovely green eyes and cute face, Becky was a fraction of an inch taller than Emma, and slightly better developed… due to being a little older, I figured. Her breasts were generally pear-shaped, with pink areolas about an inch across. Centered in those were her nipples, looking like the stereotypical pencil erasers. Becky was a bit more curved at waist and hips than Emma, and had legs that were a little thicker and stronger-looking—but no less appealing. To my surprise and pleasure, her mons was completely shaved; I could easily make out the hood of her clitoris, and the edges of her labia where they peeked out from her cleft. All in all, she made for an attractive and undeniably sexy package.

While the two of them weren't bouncing up and down all the time, it still happened often enough that the sight of them in front of me kept me semi-erect all evening. I wasn't able to "relax" until after it got to be their bedtime, and they'd gone back to Em's room.

When I figured it was safe to do so, I got up and went back to my bedroom and went to bed. I wasn't anywhere near ready to fall asleep when, a few minutes later, my door opened. Recognizing Emma's silhouette, I waited to hear what she had to say or ask. Instead, she gave me the surprise of my life by coming over to the bed and slipping under the covers with me. Shocked, it took a couple of moments before I could exclaim "Emma, what the HELL are you doing?!" while scooting myself well away from her.

She closed the gap I'd created between us, prompting me to open it again; that was immediately followed by her closing it, me moving away, her moving closer… it ended when I was faced with either falling out of bed or actually getting out of it. Since I habitually slept nude, that seemed like a poor choice, under those circumstances. That left me with no choice but to lay there and feel her warm body next to mine.

Satisfied that I wasn't going to get away from her, Emma finally got around to answering my question by telling me "What I'm doing is making sure I have your attention, because there's something special I need to ask you."

"Emma, you know that I always pay attention when there's something you want to tell me or ask. What could you possibly have to ask me that's so special you have to get into bed with me like this?"

"I want to ask if you'll agree to being the one I give my virginity to."

Stunned, it was several seconds before I could say the first thing that came to mind, which was something I'd heard HER say: "That is so not gonna happen!"

I heard a brief, soft laugh before she said "Before you say that, will you listen to what I have to say to you? I've heard you tell Mom and Daddy that you think people should have the chance to explain themselves when they want somebody to do something; aren't you going to give ME that chance?"

Mouth, meet foot. Foot, mouth. Sighing at being hoisted on my own petard, I told her "Okay, go ahead, then. Let's see if you can convince me I should be going to bed with my own fourteen-year-old niece. If you can't, will you go back to your own bed and leave me in peace?"

"If I can't, yeah, I will", she answered.

After taking a few seconds to apparently organize her thoughts, she began by telling me "The first thing you should know is that I'm not wanting to stop being a virgin for any reason except that I think I'm ready. I've heard other girls talking about having sex, but Mom and Daddy… and even you… you've helped me learn that I should only do something because it's right for ME, not because everybody else is doing it. I mean, I was wondering what sex was like even before my last birthday, but I knew I wasn't ready to find out yet, so I waited. Whenever I started feeling like I wanted to start having sex, I'd stop and really THINK about it—what I'd be doing, and with who, and why, and all of that; and then I'd think about if that was really what I wanted right then. Every time I did that, I realized that I wasn't really ready yet. It wasn't until I could honestly tell myself 'that's okay' if it hurt real bad when I lost my cherry, or that I might not like how it felt the first time or even the first few times, and that I really could accept that once I gave someone my virginity, I couldn't get it back again, and all the rest of it, that I knew I was ready for the just-sex part of it."

Taking a breath, she went on "From the things Mom told me, and the things that she and Daddy have said… I knew that being with someone like that should be special. That was even harder for me than the other, because I had to think about what I wanted and why, and then really LOOK at what people I knew were like so I could try to figure out if they were someone I was willing to give myself to that way. I knew I didn't want somebody that would tell everyone what we did, or that didn't understand that my first time was something special to me, or wouldn't treat me right, or any of that kind of stuff. I wanted to make sure that it would be as important to the other person as it was to me, basically. I'm telling you this so you know that I'm not just wanting my virginity to go away so I can start having sex; I need you to understand that being with a guy like that IS something special, okay?"

A couple of seconds went by before she told me "Once I was absolutely, positively SURE that I was ready, I actually went to Mom and talked to her about it. I wanted her to know that I wasn't doing it 'cause I was with some guy and got too worked up or anything like that, and to see if she really could understand like she told me she could. I was really nervous about it—talking to her, I mean, not what I wanted to do—and I was really surprised when she told me that it was up to me to decide when I was ready, and to make sure first. I couldn't believe it when she asked me if I'd thought about birth control! I had, and I even found out what I could about it; I knew which one I wanted to use, but I never figured I could get it. Except that when I told Mom about it, she said she'd find out from her doctor—you know, her gynecologist—what they could do that would be best. She did, and after I went in for an exam, I started taking pills. They made me feel a little different when I first started, but everything was okay after that, so the chance of me getting pregnant are about as small as they can be. So now you know that I even thought about THAT part of it, too."

She finished by telling me "So there it is: I'm sure this is what I want to do. I can't get pregnant, and Mom knows I'm going to, and she's okay with it. And so you don't have to ask, I'm VERY sure that I want it to be with you, 'cause I already love you and know you love me and would treat me right. I obviously can't know if it's going to hurt or not, but if it's going to, I know I can trust you to make it hurt as little as it can. If there's something you want to know that I didn't talk about, just say so and I'll tell you."

Having said her piece, she somehow managed to wriggle herself a little closer to me so that nearly the entire length of her body was against mine with her breasts pressed against my arm and her bush tickling my hip.

I like to think that if I'd only had to deal with either her oral argument OR the feel of her body against mine (which conjured up images of how she'd looked laying on the floor, dammit), I could have found the resolve to send her back to her room. The thing was, to my Engineering mind, she'd actually done a decent job of eliminating any major reasons why it couldn't happen. I suppose I could have tried to find reasons it couldn't, but the distraction of having her right there next to me made that all but impossible. The best I could come up with was to ask her "What about Becky? Should you be here when she's in there? What happens if she wakes up?"

Emma put an arm on my chest and draped her leg across mine before answering "She's already awake, and knows I'm in here—and why. She's almost ready for her first time with a guy, too, so she's staying the night in case there's anything I need afterwards. She'll stay in there until morning unless I go get her for something. She's my best friend, and she knows stuff that I've never even told Mom or Daddy, so I know she'd say even less about it than I would… which is zero. Nobody's going to know that you had sex with me unless YOU tell them."

After that, she demonstrated her good sense by remaining quiet while I tried to find some way out of the situation other than plain and simple refusal—something I simply couldn't bring myself to do, try as I might. After a few minutes, I finally had to face the fact that it was either tell her "no" in a way that I'd never done before, or give in to her request. It may well have been (probably was, actually) my gonads overloading my brain, but I heard myself tell her "Okay, Em, if you're sure enough to climb into bed with me, I guess it'll be okay."

I heard her release a soft sigh of relief before she slid over a little bit and told me "Why don't you move over here, then. I know you can't be comfortable when you're all but falling out of bed like that."

Having already surrendered, I did as instructed, and shifted myself close to her. Taking the bull by the tail, I looked squarely into my future as I told her "You said you had to figure out what YOU wanted from all this, so now's a good time for you to tell ME."

She was silent for a few moments before she answered "If it's okay, I… I'd like the lights to be on, so we could, you know, see each other. I mean, I already know what guys have and I've seen erections and everything, but I'm sure it'll be different knowing what's going to happen."

"That's fine, Em. If you want the lights on, then go ahead."

She moved away from me, and I felt her get out of bed; a few moments later, the lights were on, and I got to watch as she got herself settled next to me again. She didn't bother to pull the bedcovers over us before hesitantly telling me "I… I've read and heard about some of the things that two people can do together, and… and I want to try them at least a little bit so I can find out if I'd like them."

"What kind of things?"

"I, uh, I'd like to, um, use my mouth on you—you know, your penis—if you don't mind. And I'd really appreciate it if you could maybe do that to me, too, so I can find out if it's different when a guy does it."

I caught that "different when a guy does it", and couldn't help thinking that she'd already had some experience being on the receiving end of cunnilingus, and figured I knew who'd done the honors. I also had a pretty strong suspicion that it hadn't been a one-way transaction, either. But the prospect of getting my head between her thighs was all I needed to answer "I'm okay with both of those."

Her last request was "When it's time… you know, for you to be inside me… would it be okay if I was on my back and you were on top of me? I really do want it to happen; I'm just not sure I could be brave enough to break my own hymen, is all."

"If that's what you want, then that's what'll happen, Em", I assured her.

Satisfied that the high points had been taken care of, she moved on top of me, straddling my waist while supporting her torso with her arms. As I looked up at her, she told me "I think this is probably the last thing you'd ever think of the two of us doing, Uncle Dave, and I don't think it can be easy for you. But I really am ready to find out what it's like to be with someone like this, so I need you to understand that I want you to touch me: my boobs, and my butt, and between my legs, and anyplace else that you would with a girl you were intimate with. I want you to kiss me like you mean it— not just on my cheek or my forehead like you always have, but my mouth and the rest of me, if that's what you want. I want you to do whatever you want to, and can, to show me how good it can be when two people are together like this. Uncle Dave, this is my first time, and I want you to help me make it good so all the times after this will be good, too. I know it's a lot to ask, but can you do that for me?"

From the grades she got in school, all of us knew she was more intelligent than most her age; hearing that from her reminded me that she was also a hell of a lot smarter, too. All I could do was look into her eyes as I answered "I'll do my best, Em. That's all I can promise."

That earned me a smile before she told me "That's enough, Uncle Dave. Now, do you think you could start by kissing me and maybe playing with my boobs a little bit?", the last with an impish grin.

I raised my head, and Emma lowered hers, so the two of us could kiss—as first-time lovers. It started soft and chaste, but didn't remain that way for long as Emma told me through her lips how much she loved me… and then how much she wanted me. I didn't have the slightest hesitation about doing my best to let her know that I loved her, too; but it took a bit longer before I could let go enough to even start to return the desire she was offering me. Once I began responding to the touch and feelings coming to me through my lips, and set aside who those lips were attached to, it got easier and easier.

When I felt her tongue brush across my lips, I was more than willing to open my mouth and let my tongue go out to make friends with hers; it wasn't but a few seconds before they were enthusiastically wrestling with each other, moving back and forth between our mouths. Without realizing I was doing it, I moved my hands to her waist and began caressing her soft, smooth skin; as our tongues continued to duel and our breathing quickened, I expanded my touch to include as much of her as I could reach. When I got my hands on the rounded firmness of her ass, all I could do for the next little while was gently squeeze and caress those warm globes: delightfully smooth under my touch, they were incredibly firm when I gripped them. I eventually released my hold on her ass in favor of continuing my explorations of her body—but didn't neglect to return frequently and resample the feel of her tight buns under my hands.

The kisses between me and Emma eventually reached the level that both of us were finding it difficult to both kiss AND breathe; by mutual agreement, we decided that breathing had the higher priority and she raised herself up again. Doing so, she made the front part of her body available to me, and I didn't delay in moving my hands to cover the mounds of her breasts… and was immediately glad of her suggestion that I do so.

Each of her orbs neatly filled my hands with their warm sponginess while the hard nubbins of her nipples pressed firmly into my palms. After carefully squeezing them a few times while marveling at how soft yet firm they were, I began exploring their surfaces with my fingertips. Enjoying their smooth warmth, I eventually found my way to their peaks where I discovered that her areolas were puckered and crinkled, and that her nipples had grown a bit longer while remaining deliciously hard. My Braille examination of the most obvious signs of her femininity were enough to encourage the tips of her breasts to even greater growth. When I finally released her lovely mammaries and moved my hands to her back, it took only a slight pressure to get her to lean forward far enough for me to raise my head and fasten my mouth on the dark flesh capping one mound. As I softly sucked on her nipple, I heard Emma release a moan of pleasure as she pressed her chest forward in encouragement for me to continue.

After moving my hands back to her ass, I had a grand time playing with her butt while orally tending to her breasts: licking and sucking on her nipples and other random points, nuzzling and kissing every square millimeter of both mounds, and generally doing whatever I could think of to let her know what I thought of them. I knew my efforts were appreciated from the increasing frequency and volume of the noises Emma made, and the way her nipples grew progressively longer.

My fun was interrupted when Emma sat up, pulling her body out of reach of my mouth and lips; when I looked up at her in question, there was no mistaking the desire in her voice when she told me "I really like that, but I want to do the other stuff, too."

"If you'll turn around and then back up, we can do that to each other at the same time", I responded.

She nodded her understanding/agreement, and it wasn't but a few seconds until I had her knees on each side of my head; a couple more had us in the classic "69" position.

The sensation of her taking my semi-erect cock in her cool hand was easily overwhelmed by the sight she was presenting me: a clear and unimpeded view of her virginal womanhood. Amid the dark vee of her bush, I could easily see that her clitoris had made an appearance at the top of her cleft. Below that, her soft pubic hair was divided by the engorged (but still rather thin) lips that bracketed her vaginal opening. The inner surfaces of her labia glistened, telling me what I'd find as I put my arms around her legs; when I tenderly spread her inner lips, I was privileged to see that she was already wet inside—enough so that there were already several drops of her oils that had escaped, and were waiting for me to collect them. It was also possible for me to make out the ring of her hymen, farther inside; opening her a little more, I tried to see if I could get some idea of how difficult it would be to get past that obstacle. As I was doing that, Emma began slowly and gently stroking my manhood in an effort to encourage it to further growth.

Not being a doctor or having actually seen another maidenhead to compare to, I wasn't qualified to make any absolute judgments about Emma's, of course. Still, I was left with the impression that Emma's hymen looked somewhat fragile, and didn't think (as well as sincerely hoped) that it wouldn't present too great of an obstacle… relatively speaking.

Having accomplished that much, I took a minute to try and memorize the sight of Emma's womanhood; I didn't expect to ever see her quite that way again, and was determined to remember the view I had of her as completely and accurately as I could. Once I was satisfied, I raised my head and extended my tongue to collect my first taste of her nectar; it took only a brief, light pass of my tongue across her opening to gather the drops of her essence that I'd seen. It was only a moment for me to get the full flavor of her: her oils were light and somewhat thin, and were slightly sweet and earthy at the same time. I eagerly applied myself to the pleasant task of encouraging her to produce even more of them by moving the tip of my tongue to the bottom of her opening, the slowly drawing it upwards—pressing slightly against the entrance to her vagina before sliding it between her soft labia and finishing by making a couple of soft laps around the flesh pebble of her exposed clitoris.

Emma responded to the beginning of my action by trying to press her pelvis down to increase the contact with my tongue, and rewarded my efforts to her clitoris by releasing a deep and impassioned groan of pleasure before taking nearly the entire length of my mostly-erect manhood into her mouth. As I continued my activities between her smooth thighs, she got considerably more enthusiastic about using her mouth and tongue to stimulate my penis into even greater hardness; I could almost feel her reluctance to let any part of me escape from between her lips, despite the fact that I was becoming more than she could comfortably hold in her mouth.

It didn't take me long to get her to the point that she was steadily leaking a small amount of her juices for me to lap up between bouts of softly sucking on or gently lip-nibbling her soft labia, or teasing her sensitive clitoris. In return, she seemed quite happy to dedicate herself to learning everything she could about performing fellatio… and doing a damn fine job of it.

She seemed to know what things NOT to do, which left plenty of room for her to experiment: different amounts and kinds of suction, using her tongue in varying ways at an assortment of places, using her lips in a variety of ways, and any permutation of anything else she could think of. Of course, some of the things she tried were more pleasant than others, but nothing she did hurt or was uncomfortable. The net result was that once I reached a certain point, MY arousal increased appreciably slower than hers did—essentially, once she got me hard, she was doing little more than keeping me that way while I was moving HER closer and closer to an orgasm. Not only was that just fine with me, but actually a plus as far as I was concerned: I figured that if I could get her to climax first, she'd be well-lubricated inside and relaxed enough to make our first union as easy as possible for her.

All there was for me to do was lay there and enjoy the hell out of the situation: getting a blowjob that varied between "good" and "HOTdamn!" while eating her fresh, young pussy.

We continued like that for several minutes as I steadily (and deliberately taking my time) added to her pleasure and arousal, moving her ever closer to having a climax. When I judged that her release couldn't be too far off, I added something else to the mix of things I was doing between her thighs: pressing the tip of my tongue against her opening. The first few times, I just touched the entrance to her vagina with my tongue; her reaction was enough to let me know it was okay to continue, gradually increasing my efforts until I was able to get fairly insistent about it. What with the other things I was doing to and with her, it didn't take a whole lot of that before I could tell she was incredibly close to having an orgasm.

I'd gotten my mouth over her clitoris and was sucking on it in a soft rhythm while circling it with my tongue when Emma suddenly pulled her mouth off my cock. Not even a heartbeat later, I heard her start to cry out with her release, only to have it cut off by her body suddenly seizing up with the first wave of her climax. Wanting her relaxed but not comatose, I left off my attentions to her clit in favor of simply licking up the juices that started leaking out of her—which was apparently enough to prolong her release, anyway. When the last spasm of pleasure had faded, I could hear her draw a deep, ragged breath, followed by her body swaying slightly over mine. Realizing that she'd been left feeling weak, I pulled my head back from her crotch and got my hands shifted to her waist. Understanding that I was ready to help her move, she let me guide her off of me and to a sitting position; from there, it was easy enough to get her laid out next to me so I could get my arms around her.

After a minute or two, she'd gotten her breath back enough to softly tell me "GOD, that was good."

I continued to hold her and give her occasional soft kisses to her lips or anyplace else that struck my fancy until she was able to tell me "I really liked it when you started using your tongue to try and get inside me, Uncle Dave. I didn't figure you could, but it still felt good when you tried; it kinda gave me an idea of what it would be like when you put your penis in me, and that made me really excited."

My conscience demanded that I ask "You still want me to have your virginity? Or was that enough?"

She immediately declared "That wasn't anywhere near enough, Uncle Dave! If you can make me feel that good just using your tongue, I HAVE to know what it's like when you're inside me, now!"

"Are you ready for us to go on, then?"

I saw her nipples start to erect again as she told me "Oh, yeah!"

When I released my gentle hold on her, she didn't hesitate to roll onto her back and spread her legs; after I sat up and moved between them, she brought her knees up and spread herself for me even more; opening herself to me completely enough that I could easily see her parted labia and how wet the area between them was. Moving over her, I reached between us and levered my hard cock down so I could get the head of it against the entrance to her vagina. Before I could say or do anything else, she wriggled her body down enough to ensure that the end of my manhood was securely wedged against her opening.

After getting myself settled over her, I looked into her eyes and asked "Are you really sure you want us to to do this? You can change your mind now, or any time up until your cherry is gone, and I won't be upset—not even a little bit. All I want is what's right for you."

Of course, I was lying my ass off about it being okay for her to call things off: I'd be disappointed as hell. But it was more important to me that Emma didn't feel like she was in a situation where she felt like she HAD to do something that she really didn't want to.

It proved to be a moot point, anyway, because she didn't hesitate in the slightest to tell me "Yes, I'm really sure, Uncle Dave. I was already sure before I came in here; what you did with me… that only told me that I picked the right person to give myself to the first time. Please… make me a woman."

Continuing to look into her eyes, I carefully watched for any signs that I was causing her any pain as I began pressing myself into her—feeling her clench and relax as she tried to get control of the tight ring of her opening. Soon, there was a lot more relaxing than clenching happening, and the end of my erect penis began slipping into her a millimeter at a time; there was still enough of her saliva on my cock to supplement her abundance of oils to keep us both well lubricated.

I had roughly half the head of my penis in her when I felt the ring of her maidenhead against the end of my erection. Watching her even more closely, I continued pushing my staff through her opening. While she looked mildly discomforted, there wasn't any indication that she was experiencing anything like outright pain. Finally, I felt the knob of my erection slip all the way into her: she was tightly clenched around me right behind the crown while her surprisingly resilient hymen was pressed against the end. I held myself still in her to see what she wanted me to do, and after a few seconds, she looked up at me to say "That wasn't as easy as I hoped it would be, but nowhere near as bad as I was afraid, either. I guess that's my cherry I feel you pushing against, inside?"

"I expect so", I answered. "What happens next is up to you. I can pull out"—"Don't you dare!" she immediately exclaimed—"or I can keep going. I can either break it, which will probably hurt more, but get it over with quicker… kind of like just pulling a bandaid off all at once. Or I can go slower and see if it'll kind of surrender, which won't hurt as much, but take longer." Grinning down at her, I added "It's your cherry, so you get to decide."

"Oh, thank you too, too much", she answered with a grin of her own. A moment later, she told me "I think I'd like to see if it'll surrender. Just breaking it sounds like it'll definitely hurt no matter what, but if it surrenders, it might not hurt at all."

It wasn't MY hymen, so I was basically fine with either choice for the reasons I'd given her. Still, I'll admit to being relieved that she'd gone with the surrender option for the reasons SHE'D given.

Lowering my head, I touched my lips to hers and she eagerly kissed me back. It wasn't but a few seconds until our tongues went out to get reintroduced; as our kiss intensified, I began slowly rocking myself back and forth—ever-so-gently at first, and very gradually increasing the force I applied against the impediment to having her wish to become a woman being fulfilled.

I doubt that either of us was prepared for it when her hymen suddenly gave way, allowing nearly an inch of my cock to slide into her accompanied by her soft grunt. I immediately held myself still in her again, and after breaking our kiss, asked if she was all right.

Her tone of voice told me that she was relieved, and not in pain, as she answered "I'm fine. It didn't hurt, exactly, I was just surprised when more of you was in me—I mean, you feel HUGE, and it was so sudden."

Seeing that I was looking at her closely, she went on to tell me "Really, Uncle Dave—I'm okay. Better than okay, even: I'm not a virgin any more, and it not only didn't hurt, but it's even starting to feel good. So you can keep going any time you want… as long as it's soon, 'cause I really want to feel you all the way inside me, filling me up. Okay?"

It was easy enough to see that she really was "better than okay", so I lowered my head and started kissing her again; our osculations quickly reached their previous levels, and I began doing as she wanted me to: filling her incredibly warm and tight sheath with my manhood. The process went faster and easier than I had any reason to hope for, so it wasn't long before I felt my pelvis pressing against hers with the tight ring of her opening clamped around the base of my cock while the end touched the deepest part of her.

With that milestone reached, our kiss ended so she could look up at me with something akin to awe as she said "I thought it would feel good, having something inside me after feeling so empty there so many times. But I never even dreamed it could feel like THIS!"

Since Emma appeared to be fine with having my adult male erection buried in her, there didn't seem to be any reason not to start moving it. I was still looking into her face as I slowly arched my hips back, sliding myself out of her, and saw her eyes get wide at the sensation of having my entire length moving in her. Then when I reversed direction and steadily pressed myself into her, she closed her eyes and released an impassioned moan as I filled her with my manhood in a single slow thrust. When my pelvis was touching hers again, she opened her eyes and softly declared "Dear god, that's good. Do it again!"

I was more than happy to comply, and my second effort was greeted with equal approval; I didn't need any more encouragement from her to keep going, and was soon pistoning in and out of her tight, wet womanhood in a slow but steady rhythm as she softly moaned her pleasure at the sensation.

As her vagina got used to accommodating the size of my cock, it got easier and easier to move in her… and I was perfectly willing to increase my efforts accordingly. It wasn't long until I was fucking into her much like I would a more experienced woman while Emma's pleasure and enthusiasm increased apace. When she brought her legs up and locked her ankles behind my back, she opened herself to me even more, and made it possible for me to get the last tiniest fraction of an inch of my hard member into the hot, wet chamber inside her—something that pleased BOTH of us, judging from the increased noises she made.

As readily as she was accepting having my erection moving in her, I didn't lose track of the fact that Emma wasn't a full-grown adult, and refrained from letting myself fuck her as though she was. That both ensured I didn't hurt her, and made it possible for me to fuck her for even longer… something that I was more than happy to do, as warm and wet and tight as she was around me.

Even so, I was still fucking her—and the fact that it was her first time kept her from enjoying it as much as I was. The end result of that was that after several minutes of pistoning myself in and out of her, I was getting close to cumming while she was still simply enjoying the feeling of having me moving in her. Wanting to make it as good as I could for her, I tried everything I could think of to delay my climax… but it simply wasn't enough. Despite my best efforts, there came the point that all I could do was press myself as far into her as I could just ahead of spraying her insides with my cum.

When I was done emptying myself in her, I held myself over her, gasping with the intensity of my release. Emma unlocked her ankles and moved her feet to the bed while continuing to hold me in her arms with her hands on my back. Once my breathing was something close to normal, I opened my eyes to see her looking up at me with affection and gratitude as I told her "I'm sorry, Em. I wanted to try and help you have a climax, too, but I just couldn't do it."

The troubled look she got was matched by the concern in her voice as she answered "There's nothing for you to be sorry about, Uncle Dave! You helped me have an orgasm before, when you used your mouth on me; and after that, you made me a woman without hurting me, and then made me feel so good before you climaxed. I knew what was going on when it happened, and I liked it, and it made me feel SO good, knowing that you liked being with me that much. I really don't mind that I didn't have a climax this first time after everything else you've done to make me feel good, and how nice you made all this. Honest, I'm WAY happier now than I thought I'd be." She began caressing my back and sides and added "Even now, you're making me happy—I like it that I can still feel your penis inside me, and you're being such a dear, holding yourself over me like you are so we can hold each other and snuggle… I'm not disappointed even a little bit, so don't be sorry, okay?"

Looking at her as I listened to what she said, I understood that she really did feel that way—and more to the point, remembered how she'd looked before I said anything. That was all it took for me to lower my head and give her lips a soft kiss before telling her "If you're happy with how everything worked out, then that's all that matters and all I need to know. I love you, Em."

Her relief at hearing that I was feeling better was swamped by the delight I saw in her face at hearing me say that I loved her. I'd said it to her before, of course, but never with the two of us in the situation we were just then. Just as I'd meant it to, hearing that from me told her just how special she was to me, and how dear to my heart.

She responded by pulling me down far enough to give me a fierce hug while I showered her face with a number of soft kisses that continued even after she released her hold on me.

With Emma smiling again and me not feeling (as) guilty about having cum without her, there wasn't anything to keep us from contentedly exchanging kisses every so often while my penis gradually shrank in her. When it got to the point that I knew I was going to slip out before long, I told her "I expect you can feel it, too—that I'm going to slip out of you pretty soon. When I do, my cum—my semen—is going to start running out of you."

She told me "I knew what you meant; I've heard people talking. I can't feel you the way I could before, but I wasn't sure how much it meant."

"All I wanted to say was that I think both of us want to clean up a little bit before we go to sleep, is all, and that it's up to you if you want to take a quick shower with me or by yourself—and whether or not you want some time in the bathroom by yourself, first."

She brightened up considerably before asking "It's okay if I clean up with you?"

I had to smile as I told her "Of course it is, sweetheart."

"Then that's what I want to do. And I don't need the bathroom by myself first, either, so whenever you want, I'm ready."

Deciding that I'd kind of like to get some sleep that night, I told her "Well, I'd just as soon get in there and rinse off", followed by getting off of her and then getting myself standing. She cupped her hand and pressed it against her crotch, then carefully got herself standing next to me. I took her hand and led the way into my bathroom, where she took charge of getting the shower going and adjusted while I stood behind her and helped by holding her breasts in my hands. When she was satisfied that everything met her approval, the two of us got under the spray—her being careful to stand where she wouldn't get her hair wet. We had a nice time fondling and groping each other in the process of getting the assorted fluids rinsed off our bodies (and in her case, OUT of her body) before turning off the shower and helping each other dry off.

We were back in the bedroom when she asked "Uncle Dave? Would it be okay if I stayed with you tonight?"

My mind being elsewhere, I answered "Sure, sweetheart" before remembering about Becky, and quickly adding "No, wait, Becky's here. Shouldn't you go back to your bedroom, since she's waiting for you?"

Em considered that for a few moments, then brightened up and asked "How about if she just comes over here, instead? You bed's plenty big enough for all of us, and I know you aren't going to DO anything with her; with me here, you wouldn't even try, anyway."

I couldn't believe that I was hearing my own fourteen-year-old niece suggesting that my having her equally young friend share my bed might be a perfectly reasonable thing to do. But after the intimacy that Emma and I had already shared, I didn't have it in me to outright tell her "no", so I did what any self-respecting adult would in my position: passed the buck, by answering "If she's okay with it, I don't mind… but don't push her if she doesn't want to, either."

I got the first inkling that my plan was going to go awry when I saw that she was pleased with my answer before she headed back to her room. Not two minutes later, she was back—with an equally naked Becky right behind her. Dammit.

My next mistake was to ask "Okay, who's sleeping where?"

Em and Becky looked at each other for a moment before Emma told me "I guess you're in the middle." Shit.

It crossed my mind to try and argue the matter; but the way things had gone since I got home, I figured if I did, I'd be lucky if I actually got to stay in the house. Nothing for me to do but climb into bed and pray that Becky didn't ravage me in my sleep or something. Em went over and turned out the light before coming back to the bed.

In short order, I had a naked, nubile, young female on each side of me; both of them opted to lay on their sides and drape an arm and leg across me. Rather than leave my hands at my sides where they'd be even with a pair of pelvises (pelvisii?), I chose discretion over bravery and moved to put an arm around each of them. Naturally, that only allowed them to move closer, leaving me with one soft bush and one soft (hairless!) mons pressing against my hips. After a few seconds, I heard Em wish Becky, then me, a good night; Becky returned it, and I followed. I was still wide awake, barely daring to breathe, when I heard Em's soft snores on one side, and felt Becky's regular breathing on the other. I'm not sure when the sandman payed me a visit; the way my luck was running, the son of a bitch probably cold-cocked me instead of following his usual routine.

The next morning, I woke up to find myself closely spooning with the back of a young female. Still half-asleep, I could feel my hard cock nestled along the cleft of a VERY nice ass while my hand cupped a warm breast. Happy with the situation, I gave the breast in my hand a tender squeeze. Because I was half-asleep, it took a while before my mind grasped a couple of noteworthy facts and got them connected: the breast in my hand felt larger than I remembered Em's being, and the side that I was laying on was the same one that Becky had been on. A few more seconds passed before I fully understood the implications of those two little details and came completely (!) awake.

After opening my eyes briefly and seeing Becky's blonde hair, I moved my hand off of and away from the firm mammary I'd been holding and tried to ease myself away from the form in front of me. That proved to be impossible when I immediately came into contact with Emma, who was spooned against MY back. A moment later, I heard Becky tell me "It's okay, Mister Harrison, you don't have to move", followed by her taking my hand and putting it back on her breast before she told me "Besides, it feels nice."

Behind me, I heard Emma ask "What is it?"

Becky answered with "He has an erection, and it's against my butt; and he was holding my boob in his hand."

Hearing that, Em told me "Uncle Dave, I told you, we know you aren't going to do anything to her; so it's no big deal if your penis is touching her butt or you have her tit in your hand. Remember, she's naked and in bed with you because SHE wanted to."

To that, Becky added "When Emma told me that I could stay with you and her last night, and that you and her would be naked… I kinda figured that there'd be some kind of, um, touching happen. Like she said, I know you aren't going to try anything with me, and you haven't, so I don't mind what's happening now. I, uh, like it, even. I mean, I'm getting to find out what an erection feels like, sorta, and all you're doing is just holding my boob—it's not like you're trying to feel me up or anything. You're being nice and everything, so I'm fine with it. Okay?"

It took a second for me to get my voice back enough to answer "Uh, okay. But if I start to, you know, bother you, don't be afraid to say or do something, okay?"

I heard her soft giggle before she answered "I don't think that'll happen, but okay."

So I continued to lay there with my rock-hard dick nestled against her smooth ass and one of her firm young breasts in my hand, telling myself that I really wasn't enjoying the situation. Except that I was.

I don't know how long the three of us lay there while I held Becky's warm mound in my hand and tried to learn what I could about it… something that was hampered by my resolve not to move my hand and make her thing I was trying to "feel her up". My happy reverie was ended when my stomach growled, and I heard Emma laugh, then tell me "I think we better get you fed, Uncle Dave. I don't want you getting all pooped out on me when I want to use you later."

The prospect of being used later got my mind going, only to have my thought processes completely tangled when I felt Becky give her ass a little wriggle against my erection before moving my hand off her breast and getting up. After she'd moved away from me a little bit, Emma quickly stole her hand across my body and grabbed my erection, giving it a gentle squeeze before she, too, moved away. Figuring that if Becky was okay with having my hard-on against her ass, she wouldn't have any problems with just seeing it, I followed their example and got out of bed, too. To my amusement, BOTH of them looked at my hard cock waving in the air for a few seconds before Emma suggested "Since we don't have to be shy or anything with each other, why don't we save time and take our showers together before breakfast?" Becky quickly voiced her approval, then I expressed my agreement. The idea did have some merit to it, after all.

After each of us had a turn at dealing with our respective biological needs, we gathered in the shower to get ready for the day ahead. It was a trifle crowded, but I don't think any of us minded that much; I certainly didn't. It was Becky that really got things going by asking me to join her in helping Em; then Emma insisted I help her with Becky (something that didn't disappoint me), followed by the two of them "helping" me. I didn't say or do anything about the fact that it was Becky that dealt with making sure my penis and balls were clean—she was quite meticulous and thorough about it.

Once all of us were sort-of dressed (they had only panties on, and insisted I follow their example), it was time for breakfast. Afterward, they were quite insistent that they'd deal with cleaning up. When they were done, they retired to Em's room and closed the door; I didn't have any doubts about what they wanted to talk about that they didn't want me hearing. That left me by myself in the living room, contemplating the previous night's activities.

It was late morning before they came out again; Emma was still wearing just her panties, but Becky was fully dressed. When they got to the living room, I was told that Becky had to get home. Before she left, however, she thanked me for letting her stay with me last night (whether the night or actually in my bed, I wasn't sure and too chicken to ask), and gave me a kiss on the cheek before she and Em went to the front door. When Emma came back into the living room, she parked herself on the couch next to me and pulled my arm around her before settling herself into my side. We stayed like that for several minutes before she told me "Thank you, Uncle Dave."

"You're welcome. What for?"

I heard her soft giggle for a moment before she answered "For letting Becky stay last night, 'specially with US. And for being as nice and everything with Becky as I told her you'd be. And mostly for letting me give you my virginity. I knew I could trust you to make it good for me, and you made it even better and easier than I thought it would."

"You're okay this morning?"

It took her a moment to understand what I was asking, and I could hear the happiness in her voice when she told me "I'm fine. You were so patient and gentle with me, I didn't have any trouble then, and I was only a little bit sore inside this morning—and even that's gone now. When I remember last night, I even want to do it again."

I turned my head to look at her, and saw her blush slightly at her inadvertent double-entendré. Looking farther, I could see that the peaks of her breasts were already puckered; raising an eyebrow, I asked "Like now, even?"

With a lusty grin, she answered "Um, yeah, if we could." She followed that a moment later by asking "Uncle Dave, is it true that it takes guys longer to have a climax if they've already had one?"

"It is for ME, and from what I've heard from other guys", I answered, "but I don't know if it's true for ALL of us, though."

That last part earned me a look that left no doubt she thought I was being a doofus before she said "Then I want to make you climax first, so we can go longer when you're ready again. After I'm done with you, could you maybe use your mouth on me like you did last night until then? I really liked it…"

Judiciously, I answered "I think I could handle that."

Knowing that I was agreeable to her request, it took only a moment for her to get up and stand in front of me as she quickly rid herself of her panties. Then it was on to pull me to my feet so she could eagerly pull my shorts down before letting me know it was okay to sit down again. Kneeling in front of me, she got my shorts from around my ankles and nudged my legs apart with a look of eager anticipation on her face. When she had enough room, she moved forward and took my flaccid penis in her hand before leaning forward and taking all of it into her mouth. She was looking up at me with an impish expression as she calmly proceeded to use her tongue and lips and mouth to start getting me hard. Looking at her with my dick in her mouth was easily as arousing as the things she was doing to it while I watched her, and it wasn't long before she had to start letting some of my growing erection slip from between her lips—which only excited me that much more.

There was no mistaking that she remembered all she'd learned from the night before, and she soon had me fully erect. With her kneeling on the floor in front of me, there was nothing for me to do but sit there and watch as her head started bobbing up and down so she could slide her lips back and forth along my length. The combined sight and sensation of her oral attentions aroused me tremendously, and I could feel myself moving steadily toward the release that she wanted me to have.

Sooner than I'd have liked (what she was doing DID feel pretty damn good), Emma had brought me to the brink; she had my balls cupped in her hand when she held the end of my cock in her mouth and used the tip of her tongue to massage the underside of it right behind the head. It took only a few seconds of that for me to begin spraying her tonsils with my cum—which she happily swallowed while continuing her efforts, ensuring that my climax was as strong as she could make it. She continued to hold me in her mouth until I had softened enough that she could take my entire penis in her mouth that she could clamp her lips around it and milk it for whatever few drops of semen were in me as she pulled her head back and finally let me slip from between her lips. More than a little stunned by the experience, I could only look down at her as she looked up at me before saying "I don't think you expected me to do that, but when you weren't looking last night, I tasted some of your stuff so I'd know what it was like. It wasn't what I expected, and I decided I actually kinda liked the taste of it… that, and I figured it'd feel better for you if I kept my mouth on you when I made you climax."

"That was really good, Em. Thank you" was all I could think to tell her; from the smile she gave me, it was more than enough. A moment later, she got up and moved to sit next to me again; before she could settle herself next to me again, I gently pulled her close enough to give her a kiss to the lips, making her smile even more. After she'd settled herself into my side, she pulled my arm around and got my hand on her breast, telling me "I know you were pretty surprised when I came in last night and told you I wanted you to be the one to have my virginity; and I think you're probably still a little bit worried about what's okay for you to do with me. So I want to tell you that I like it when you touch me—on my boobs, and on my butt, and everyplace else. If we're sitting like this, it's okay if you want to hold my boob or even play with it a little bit, or play with my butt, or stuff like that; I know you're not going to hurt me or be trying to, like, grab me or getting us to do stuff together all the time or anything. Okay?"

I turned my head and gave her a kiss on the top of her head before answering "Okay, Em. Yeah, I was kinda worried, like you said. I like being able to touch you like now, and I'm glad you like it, too."

With a happy sigh, she wriggled herself a little closer to me. Then, for the better part of an hour, I got to idly toy with her breast and nipple as the two of us talked: how she was doing in school, her friends (particularly Becky!), and a number of other subjects.

It was during a lull in the conversation that I turned my body enough to be able to give her a kiss to the lips; that was followed by another… and then several more. As our kisses progressed, I could tell that her desire was starting to build, and that was all I needed to bring my other hand around so I could get both of my hands on her firm, young mounds. Just a few minutes more, and kissing her became all but impossible when she began panting slightly. It was an easy and pleasant matter for me to shift my oral attentions to her throat and shoulders and ears as I eased myself off the couch and onto the floor in front of her. As my activities gradually shifted down to her chest and the upper slopes of her breasts, she scooted herself forward on the couch and got her feet moved to the floor—one on each side of me. When I got as far as her breasts, I happily spent enough time there to make absolutely for certain positive that I'd brought the peaks of both of her mammaries to glistening peaks before continuing my journey south.

Soon enough, I had to soft, sparse mat of her pubic thatch pressed against my upper lip as I did my best to help her find as much pleasure as she'd brought me. It was an easy enough matter to get her aroused (confirming that she felt as good as she claimed), and from there all I had to do was take my time and enjoy what I was doing while I slowly and deliberately pleasured her into ever increasing levels of desire: after building her desire for a while, I'd ease over into doing something that I enjoyed more than she did… letting her fall back a little bit before I turned my attentions to stimulating her some more, then returning to amusing myself again. It must have been half an hour before I'd brought her to the edge, only to let her slide back again so I could happily lap up the abundant overflow of her nectar that gave proof of how excited she was. In response to her soft whimper at having her release denied, I returned to doing slow circles around her exposed clitoris with my tongue until I could feel how close she was to her release before flattening my tongue and giving her nubbin a series of firm presses that were all it took to push her into an orgasm. Her attempt to cry out her pleasure was short-circuited by the force of the first spasm that overwhelmed her; it was quickly followed by a second that left her gasping briefly before several more waves of progressively milder intensity coursed through her young body.

It was a few seconds after the last spasm had faded before she opened her eyes again. She looked around in confusion for a moment before spotting me; when she recognized me, her eyes got big before she softly told me "That was… WOW. I thought what you did last night was good, but that was even better!"

I couldn't help grinning as I answered "I guess an old fart like me does know a few things, after all."

She managed to grin back before answering "You aren't an old fart, and I think you know plenty, after THAT!" A moment later, she asked "Would you sit down again? I want to sit on your lap so you can hold me while I try to recover from what you just did to me…"

I'd barely gotten my ass on the couch when Emma moved to straddle my lap, facing me as she leaned against my chest before resting her head on my shoulder. Both of us were perfectly content to just sit like that for a little while—until the feeling of her young body against mine and all that we'd been doing got into my head. When that happened there wasn't a damn thing I could do to keep my dick from starting to grow. As was to be expected, it got to the point that I could feel it lightly pressing against Emma's cute little ass. It wasn't much longer that I felt her start moving: in slow, short movements at first as she rubbed herself against my growing manhood, then in longer motions as the added stimulation helped me get even longer and harder as she undoubtedly meant to happen.

I could feel it as Emma's small nipples grew harder against my chest; along with that, I noticed that there wasn't as much friction where she was rubbing herself along my length. The unique scent of her arousal told me that she was wet enough that some of her oils were being spread along the section of my hard cock that she was rubbing herself against. I wasn't surprised when she finally eased her body away from mine: the look on her face told me that she was more than happy to have the opportunity to get herself impaled on my hard dick. When she raised herself up, I put my hands on her waist and she let me hold her in the position long enough for me to bring her areolas and nipples to hard points before she reached between us and got my shaft angled to her satisfaction; a moment more, and she had the tight, wet ring of her opening securely wedged against the head of my cock. Looking into my eyes, she started lowering herself onto me; as wet as she was, it took her only a few times of letting herself settle onto me before both of us could feel her warm ass come to rest on my legs. The look of delight on her face when it happened was priceless.

It apparently took only a few seconds for her to get used to having me filling her tight sheath again, because that was all that passed before she slowly raised herself up for about half the length of my dick before lowering herself onto it again with a soft sigh of pleasure. I got my hands on the small mounds of her breasts and began gently squeezing them and giving them and her dark nipples an assortment of soft caresses as she started moving herself on me. Beginning with slow, languorous movements at first, she was clearly savoring the sensation of having my cock moving inside her; but as her desire grew, she gradually gave herself over to it by moving herself more and more quickly in her self-impalements while I continued to enjoy (and tease) her lovely young mammaries.

After what had happened the previous night, and the blowjob she'd given me earlier, all I had to concern myself with was enjoying the sensation of her hot, wet, and deliciously tight vagina sliding up and down my shaft while I occupied myself with molesting her firm, warm breasts.

As young and fit as she was, I already knew that she had more energy and stamina that I did—but I was still impressed and surprised (and envious!) at how long she was able to steadily bounce herself up and down on my erection before she began to show any sign of getting tired. I waited to see if she was going to say anything herself before I finally put my hands on her hips and got her to stop so I could suggest "How about if you let me take over now?"

She nodded her head, and I pulled her into my arms and moved to kneel on the floor before turning around and setting her on the couch, delighting her that we didn't have to uncouple. On the couch, she leaned back and looked down to where we were joined as I eased myself out of her until only the head of my cock was in her before arching my hips forward to bury myself in her again. After a few more progressively faster cycles like that, she softly told me "I never thought it would look that sexy… and getting to see it while I can feel it at the same time… god, it makes me feel SO hot!"

I knew that last part was true, since I could feel her getting even wetter around me as I continued to slide myself in and out of her tight sheath while she watched. I looked down, too, and found the sight to be almost as entrancing as she did: with each out stroke, her labia were pulled out as though they were trying to hold me inside her; when I pushed myself back in, they disappeared back in to guide me the way to the promised land.

With Emma sitting on the couch and me kneeling on the floor with her legs wrapped around my waist, it proved to be a lot easier for the two of us to kiss and touch each other as I steadily pistoned my shaft in and out of her—and we did. A lot. Along the way, I learned a few things: that having her sucking on MY nipples felt strangely good; that softly nibbling on one of her earlobes resulted in some rather stimulating involuntary contractions in her vagina; that our tongues were evenly matched when it came to dueling in each other's mouths, and more. Most significantly, I found out that Emma was quite willing to have me move in her even faster and harder than I'd thought she'd be when she used her heels to try and pull me into her harder than I'd meant to. It took only a little experimentation on my part to find a level of "enthusiasm" that satisfied her while still remaining somewhat short of how I'd fuck a mature woman.

The increased force of my thrusts into her resulted in a dramatic increase in her arousal. Dramatic enough that it wasn't long until I could tell that she was approaching an orgasm, much to my surprise. Since she'd said she wanted me to be able to fuck her longer, I just kept going with what I was doing; sure enough, I didn't have to plunder her treasure but for a few minutes more before she suddenly froze in front of me as her feet and legs held me deep inside her. The way the two of us were positioned, I could easily watch as spasms of pleasure coursed through her in time with the clenching of her already-tight vagina around the entire length of my hard cock. It was an incredible sensation, but I was still too far from being ready to climax for it to do more that start me down the path toward another climax while enjoying it tremendously. As the waves of release began to fade from her, I was able to start moving again in slow, short motions that became longer and faster as quickly as she let them. I was steadily cycling myself in and out of her when she opened her eyes and absently observed "God, that was good" before looking to where my erection was moving in her, watching for several seconds, then closing her eyes and softly moaning.

I continued fucking myself into her while toying with her firm mammaries, exchanging kisses with her, and generally enjoying the hell out of the situation and what we were doing. After just a few minutes, I felt a brief tightening of her sheath; over the course of the next several minutes, it happened again and again—each time, it was marginally stronger and lasted a trifle longer, and happened a bit sooner. I had no doubt that she was building up to what I figured was going to be one HELL of an orgasm, which was fine with me: every time I felt her young pussy clench around me, it moved me closer to my own release.

Several more minutes had passed when Emma's already tight pussy clamped down on me even harder than it had before at the same time that her body came off the back of the couch with the power of the spasm that overtook her. She got tight enough around me that I didn't dare try to move, which meant that my cock was subjected to the incredible sensation as her vaginal muscles began a rhythmic spasming that ran from where her entrance was threatening to pinch my dick off to the head that was lightly pressed against the deepest part of her. I'd felt the sensation before when women I was with had an orgasm, but what I'd experienced with them was only a hint of a promise compared to what Emma's womanhood was doing to me. My own climax was close enough that it took only a couple of cycles of Em's pussy milking my cock for me to begin emptying myself in her in a series of spurts that left me feeling much as I had when I'd had MY first climax.

It was no surprise to me that I finished before Emma did; kneeling between her parted thighs, I'd recovered enough that I was watching her when she opened her eyes after the last couple of waves of her orgasm had faded. It seemed to take several seconds before she realized where she was and what had happened; but when she did, she latched onto me and pulled me into a hug that had me seriously concerned about a broken rib as she started crying into my chest and blubbered "Oh, thank you, Uncle Dave! That was so much better than anything I've ever felt before! The first one was really good, but it wasn't anything compared to that!"

As nice as it felt to have her naked young body pressed against mine, I wasn't comfortable with the fact that she was crying—even though I had figured out that they were tears of happiness. I put my arms around her and softly stroked her back while I tried to reassure her that everything was fine, I was glad she liked it, and so on. The waterworks had pretty much ended and she was just starting into the sniffling and snuffling phase when I felt my dick slip out of her; it took only a couple of moments for me to shift around so I could get one of my arms behind her knees so I could hold her as I stood up. She looked up at me in delight before letting her head rest on my shoulder as I got the two of us back to my bedroom and then on into my bathroom. When I set her on her feet, she continued to hold onto my side as I got the shower going. Once it was ready, she let me lead us in, then held still as I tenderly washed her before cleaning myself up.

After both of us were dried off, it was onto the bed for us. Laying on her side, Emma snuggled herself as close to me as she could manage before draping an arm and leg across me and resting her head on my shoulder. I got my arm around her and rested my hand on the curve of her waist and gave her a gentle hug before she sighed happily and told me "Really, Uncle Dave… I never even DREAMED that an orgasm could be anything like what happened that last time. All the other ones I've had, they've been good and made me happy and everything—but they weren't anything like that one! Now I'm even more glad that I was with you my first time. Last night, you did everything I wanted you to and made me feel so good; and now today you did it again… not just giving me that WONDERFUL orgasm, but everything after that, too. And now, the way you're holding me… I know you love me as much as I love you, and how much you care for me and everything. I mean, I always knew you loved me and all that—I just didn't really know how much until last night and today."

"Em, I've always loved you, and I always will—no matter what. Sometimes you've done things I haven't liked, but I never stopped loving you because of them. Last night, when I told you that I wasn't going to do anything with you, I did that because I DO love you so much: the last thing in the world I'd ever want to do would be anything that would hurt you, and I was worried that us being together like that WOULD hurt you—not just physically, but maybe in your heart and mind, too. But after you told me everything you did to make sure that you really were ready to give someone your virginity… well, I realized that you've started to grow up, and that you're not the little girl that used to pee in my lap when I held you."

She giggled at the last part before asking "Does that mean that it's okay now if I want us to be together and do things?"

Knowing I wasn't going to like all of what I was letting myself in for, I answered "Yes, that's what it means. Up to a point, anyway. I'm your uncle and older than you are, so it wouldn't be right for us to do things together too much, though—you still need to go out with guys your own age and all the rest of that, okay?"

"Of course, Uncle Dave. I know I can't be, like, your girlfriend or anything. I don't mean I want us to be together EVERY time I'm here, or that I want it to happen all the time, or anything. Just sometimes."

I turned my head to give the top of hers a kiss before answering "That'd be fine, Em", and hearing her contented sigh in return.

After that, the two of us were fine with just laying there, and eventually fell asleep. After a brief nap, we went back into the living room to watch TV.

We didn't have sex again the rest of the time Freddie and Mike were out of town, though Emma spent the remaining nights sharing my bed.

Over the course of the next few months, there were several more occasions where Em stayed with me for an evening or overnight. Only a couple of times did she want us to have sex again, though she was fairly adamant about me having my hand on one of her breasts whenever that was possible. She was also insistent about sleeping in my bed, whether anything happened between us or not.

I was over at Freddie's and Mike's house one Saturday for a cookout when they told me that they'd gotten notification that they'd won first prize for some contest that had been run while they were at Mike's conference: a week-long cruise for two along Baja Mexico. On learning they'd won, the first thing they'd done had been try to see if there was any way to include Emma, such as paying the difference between the trip they'd won and what they'd need to bring her. To everyone's dismay, the cruises were invariably fully booked months in advance, and they had only a limited time during which they could use their prize. Despite her great disappointment at not being able to go, Emma had been quite clear that Mike and Freddie should still go and have some time just to themselves. As they explained to me, their regret at not being able to include Emma was only slightly outweighed by their desire to do just as she said they should. And, of course, that left them with the question of what to do with Emma—and the most obvious answer: me. I didn't even wait for them to ask (or even finish the story, really); I simply told them that if they had the chance to go on a second honeymoon cruise, then Em was staying with me. Period, end of sentence and discussion. The chances of anything happening between me and Emma didn't even enter my mind: I cared enough about them that I was willing to do whatever I could to ensure they got to go on their cruise.

They tried offering to pay me for the time, trouble, food, or whatever that keeping Emma for a week would cost me, but the look I gave them put an end to THAT subject in a big hurry. They were initially concerned about inconveniencing me, but eventually got past that when I kept answering their questions with "whatever works for you two" or "don't worry about it—just go".

Needless to say, Emma's disappointment at not going was greatly dispelled when she learned that she'd be spending the week (and a couple of days, for getting there and back) with me.

Freddie and Mike got the arrangements made, and it worked out that they'd be taking their cruise just a couple of weeks after school let out. Knowing she'd be staying with me while they were gone made it easier for Emma to address their concerns about leaving her behind; it worked well enough that as it got closer to their departure date, they were actually visibly happy, and looking forward to the trip.

When it got to be time for them to leave, Emma and I were there to see them off; once they were gone, it was back to my place, where Em took a small overnight bag into her room. When she came out, I broke the news to her that I'd arranged to take some of my vacation time so that I'd be free to stay with her the entire time her parents were gone; then I went on to explain that it was up to her how much of my time we actually spent together. I didn't miss the smoky look Em got in her eyes in response.

The first couple of days, Em was perfectly content for the two of us to lounge around and casually molest each other between infrequent sexual encounters. With easy and nearly constant access to me, she quickly improved her fellatio skills; in return, she was equally willing to enjoy MY oral attentions. The couple of times that we actually had sex, it was affectionate and leisurely and left both of us thoroughly satisfied. And, of course, she shared my bed at night; I have to admit that waking up with her next to me invariably got my day started FAR better than it usually did.

The third day, I could tell that she was starting to get a little restless; that was when I surprised her by letting her know that it was okay if Becky wanted to come over—and even spend a couple of nights with us if her parents were okay with it. Emma brightened considerably at that, and after Becky's parents called to make sure I didn't mind having their daughter around for that long, Becky turned up late that afternoon with her own small bag. When I let her in, the first thing Becky did was to set her bag down and hug me as she thanked me for letting her come over. I told her I was glad to have her there, and the two of them quickly made their way back to Em's room. They stayed there for a couple of hours (to my relief, I'll admit) before coming out shortly before supper time. I wasn't AS surprised when both of them appeared completely nude.

They insisted on being the ones to make supper ("Just so you know how much we appreciate you letting me stay here so long", Becky informed me), and I didn't argue the matter: Emma was a good enough cook with the things she knew, and it spared me from having to eat my own cooking. Supper turned out to be cheeseburgers and fries, with small salads. After we finished eating, they dealt with cleaning up afterwards, too. The evening was spent watching movies on TV, the two of them snuggled into my sides with an arm pulled around them so I could cup a breast in each hand. When Becky saw what I was doing with Em's breast, she politely informed me that I was more than welcome to do the same with her—which I was more than willing to do. Nor was I disappointed when Becky calmly followed me into my bedroom, with Emma right behind her. I decided that there were much worse ways of falling asleep than by cuddling with two naked teenyboppers.

The next morning found all of us spooning with each other, and none of us felt any hurry to get out of bed. When we finally did, it was so we could have another tag-team shower like the one we'd enjoyed the first time Becky had spent the night. Afterwards, both declared their intention to stay naked all day, and bullied me into following their example. I was a bit reluctant to do so at first, until I remembered how I'd woken up with an erection tucked against Becky's cute little buns and her breast in my hand; figuring if she was okay with having my hard cock on her ass, she wouldn't have any problems with just seeing it if (when!) I began to respond to the sight of their lovely bodies, I didn't put up much of a fight.

I was surprised by how easy it was to spend the day with the two of them, considering the difference in our ages: we listened to what they claimed was music (making me realize with a shock how old I was), a couple of hours worth of nude sunbathing in my back yard, then some more music (they were fine with my preferred classical music), along with a few other things along the way. I did sprout a couple of erections, which drew a some rather lascivious looks from Em and protracted looks from Becky.

After supper (a delivered pizza that I had to get "dressed" to accept), it was movie time again. I left the choice of what to watch up to them while I made a visit to the bathroom; when I got back, I wasn't surprised that they'd opted for something with an "R" rating. What DID surprise me was that it was a hard "R" because it was essentially a soft porn movie. I didn't say anything about it, however, for a couple of reasons: first, I HAD said it was their choice; and second, I had to figure if they hadn't already seen or heard about the things that were likely to be in it, they probably should. Accordingly, I got myself seated on the couch; with Em and Becky laying on a blanket on the floor, I felt a certain amount of relief that I wasn't going to have to deal with a couple of worked up pubescent females focusing their attentions on ME.

Because it was such a thinly-veiled porno, it didn't take long for the people in it to be to the action—or for the action to happen at fairly frequent intervals. I watched the movie for a little bit before it simply got tiresome; that was when I started watching Em and Becky. It was no shock to me to see that both of them were getting aroused by what they were seeing. What DID surprise me was when Becky didn't have any objection to Em reaching over to begin playing with one of her breasts… and reciprocated by moving one of her hands to cover Em's mons. I pretty much knew that the two of them had done things with each other, so it was only the fact that they were getting involved with each other right there in front of me that was a surprise. Another sex scene, and there was no mistaking that Emma was deliberately teasing Becky's nipple to hardness while Becky's hand was blatantly toying with Em's clitoris—and dipping farther down Em's cleft to keep the end of her finger lubricated. It wasn't a whole longer before the two of them were exchanging intermittent kisses that gradually got longer and more involved; from there, not much more time passed until it was clear that they'd completely forgotten about watching the movie in favor of paying attention to what they were doing to each other: each had one hand on the other's breast and the other busy between her friend's thighs.

I'd never actually seen two females together before, and the sight of Emma and Becky so unabashedly making out and getting each other worked up went straight to my dick, which grew in time with their obviously increasing arousal. The scent of aroused female was thick in the air and I was at full extension when Becky sat up long enough to reverse direction, then move to her hands and knees over Em. A few moments more, and the two of them were locked in a "69". From where I was seated, I had a clear view of Emma's tongue investigating the delicate folds of her friend's pussy: Becky's labia were a little longer and thicker than Emma's, but I could see that they were easily just as soft. At the top of her cleft, Becky's slightly large clitoris was starting to make an appearance out from under it's flesh cloak; at the bottom, her labia were already shiny with a mixture of Em's saliva and her own juices… I knew that because I could easily make out the ring of her opening, and the drops of her nectar that had escaped.

It took conscious effort to remember to breathe as I watched my naked niece and her equally naked best friend proceed to arouse and pleasure each other in front of me. The sight and sounds and smell as they happily licked and sucked and generally bedeviled each other's pussies is something that I'll never forget, and always treasure. I don't really know how long the two of them kept after each other, but there was no mistaking the fact that they gave each other a number of small orgasms along the way. It was after Emma had brought Becky to another climax that she gently pushed pushed her lover off of her; when she looked around, she saw me sitting on the couch with a raging hard-on. She didn't appear the least bit embarrassed by what she'd just been doing with her friend when she told me "Uncle Dave… would you mind getting down here with us? Please? I need to feel something inside me!"

Concerned about doing anything with Em while her friend was present, I looked at Becky. She was looking at me, and didn't seem any more bothered by what I'd witnessed her doing than Em had as she told me "I already know you've been with her, Mister Harrison, so I don't mind if she wants you to have sex with her."

Right on the heels of that, Em suggested "Uncle Dave, why don't you use your mouth on her? That way she doesn't have to just sit on the side and feel left out?"

With all of my blood in my dick, my brain was oxygen-starved enough to think that was actually a good idea, and I agreed. It took only a few moments for me to get stretched out on the floor, where Becky quickly got herself positioned straddling my head so that she was facing my feet. From there, she leaned over far enough to surprise me by taking my erect cock in her mouth. As I felt her tongue go to work on my shaft, Em told me "Don't worry, Uncle Dave. She wanted to find out for herself that a guy's penis doesn't actually taste like anything; she'll stop in a minute after she gets you wet so it's easier for me to get you inside."

Oh. Well, okay, then. As promised, Becky did stop after licking my dick and sliding her lips up and down on it for several seconds; when she let me slip from her mouth, there was indeed a film of her saliva on it as she sat up. That left me looking up at her smooth, tight buns as I felt Em straddle my hips. A moment later, Em's hand tilted my cock up and I felt her get the tight ring of her womanhood pressing against the end of it. As she started to settle herself onto my shaft, I heard her soft moan of pleasure accompanied by Becky's soft gasp as she watched my manhood disappear into Em's warm, wet sheath. After Emma's firm ass settled onto the tops of my thighs, a few seconds passed before Becky moved to reverse the direction she was facing—giving me a view I could only have hoped for: the smooth expanse of her bare mons, with the mounds of her breasts extending out from her chest as a background.

When I moved my gaze to her face, I could see that Becky was looking down at me in eager anticipation… all I needed to remind me why she was so conveniently positioned over my face. Bringing my hands up, I cupped the globes of her lovely ass as I raised my head to tend to the hairless treasure she was offering me.

I'll never know if she did it deliberately, but my first taste of Becky's fifteen-year-old pussy coincided with Em lifting herself up until only the head of my dick was inside her; the second pass of my tongue along Becky's cleft was accompanied by Em letting herself slide back down onto my hard shaft. As Em proceeded to get herself into a nice rhythm of self-impalement on my manhood, I had the pleasure of bringing Becky back to the level of excitement she'd been at with Em… something that didn't take long. Then it was on to see if I could get her even MORE aroused. As it happened, I could—particularly after I released my hold on her incredibly firm ass in favor of reaching up to take her breasts in my hands. The things I did with her lovely young mammaries were enough to increase the flow of oils that escaped her girl-chamber; I happily lapped them up, delighted by their tangy sweetness.

I neither know, nor care, how long we continued like that except to wish that it had gone on longer: Emma bouncing herself up and down on my hard cock while I had a mouth full of Becky's tasty pussy and my hands full of her warm, firm tits.

We continued like that until I heard/felt Emma press herself down on me with the start of an orgasm; the feeling of her pussy around my dick was enough to shift me from enjoying her attentions to wanting to give her some attention of my own. Wanting to be able to devote all my attention to Em while we fucked, I focused on what I was doing to and with Becky so that I could bring her to a climax first. I'd mostly been just idling along, having fun gathering her nectar between bouts of stimulating her into producing more of it; but with the desire to fuck Emma, I dedicated myself to pleasuring the young girl straddling my face… and doing it in a way that I knew she'd never forget. With that resolved, I went about using everything I'd ever learned about eating pussy on Becky. It didn't take but a few minutes to have her well beyond the level of arousal I'd already raised her to, and have her gasping and moaning between the unintelligible noises she started to make.

When Emma started moving herself on me again, I could tell that she was getting tired, but I still took Becky to the edge of release before letting her fall back again—only to start moving toward an orgasm again, slowly and deliberately so that her release would be as strong and powerful as I could make it. I know I was able to hold her on the ragged edge for a few seconds, teasing her, until a firm press of my tongue against her clitoris resulted in her almost convulsing with the power of the orgasm she fell into. I'm sure that it was only because I had my arms along her sides and my hands on her breasts that she was able to remain vertical as a series of intense spasms coursed through her young body; when they finally faded, it was all I could do to keep her from falling over. I somehow managed to support her long enough for her to get herself together enough to cooperate as I carefully and gently guided her onto her side next to me. She was clearly stunned by what she'd just gone through, and could only nod when I told her "If you'll be okay, I think I need to help Em finish, okay?"

When I turned my attention to my niece, I saw that she'd witnessed what had happened, and heard what I'd told Becky: seeing that I was ready to devote myself to pleasing HER, she ended her activities by slowly lifting herself off my shaft and moving to sit on the floor. When I sat up, she let me know how she wanted us to continue by laying back and spreading her legs. I moved between them and took a few moments to enjoy the sight of her before getting myself positioned over her. She brought her legs up and locked her ankles behind me, tilting her pelvis up and opening herself to make it an easy matter for me to get the head of my penis against her opening. All it took was a steady push of my hips for me to bury my hard shaft in her in a single slow stroke as she softly moaned her pleasure. From there, it was less than a minute until I was steadily pistoning myself in and out of her to our mutual pleasure.

Over the next several minutes, my strokes in and out of Emma's tight, wet pussy steadily increased, arousing both of us: Emma was able to remain still and enjoy the feeling of my hard cock moving in her, while I was able to find a pace that I found pleasurable. When I finally felt the indications that she was getting close, it was fine with me because I was, too. A couple more minutes, and she tightened around me as I tried to bury as much of my dick in her as I could just ahead of the first spray of semen erupting from me. The start of my climax was apparently all she needed to trigger her own release, because I felt her insides start the milking sensation that signalled she was having her orgasm.

Between how long I'd watched Em and Becky together and the time Em and I had been fucking, my dick had been hard long enough that it shrank quickly once I was done trying to fill her with my cum; we'd bath barely gotten our senses back when we felt my cock slip out of her. We gave each other an understanding smile and exchanged a brief kiss before I moved off of Em and lay down next to her. A few moments later, I was reminded of Becky's presence when she stretched out between Em's parted legs and began licking up my semen as it leaked out; once she was sure she'd gotten it all, she shifted her attentions to cleaning my dick off with her mouth. When she was done with that, Becky moved to lay down on her side next to me on the side opposite from Emma. I put my arm around her, and saw her happy smile as I gently guided her close enough that she could drape an arm and leg across me before laying her head on my shoulder. That prompted Emma to mirror her position, leaving me with my arms full of cute and sexy teenybopper; a couple of minutes went by before Becky told me "That was really nice, Mister Harrison. I was a little nervous at first, 'cause you're the first guy to ever do that to me. But you made me feel so good, and then when you started touching my boobs that made it even better."

"I was kind of surprised that you were okay with doing anything with me, but if you were, then I was going to try and make it as nice for you as I could."

I heard her soft laugh before she answered "Oh, that was WAY better than just 'good'! I mean, it felt good and everything at first, but I could tell that that was all you were trying to do. But then when Emma orgasmed that first time, you started doing even more stuff and it kept feeling better and better. At the end, I knew you were teasing me, and I started to kinda get mad until I realized that I was going to orgasm even harder than usual. 'Cept I didn't figure I'd feel anything like that!"

After a moment, she went on "After I got my breath back, I, uh, watched. You know, you and Em, and it was so sexy. I mean, I saw you go inside her and it was easy to see that she liked it, but I was still surprised to see you moving in her and how much better she felt then. It, uh, even excited me—'specially when Em had a big orgasm like that."

"And what about after?", I asked.

I could feel her blush as she answered "Em told me what your stuff tasted like, and I already like how SHE tastes, so I just figured I'd keep her from making a mess and find out what your stuff tasted like at the same time." She hesitated a moment, then continued "It's kinda salty, but I like it; so when I was done with her it wasn't any big deal to clean you, too."

"Well, thank you for doing that… for both of us."

All of us lay there in companionable silence for a little while before Becky told me "Mister Harrison? There's something I'd like to talk to you about, if it's okay."

Wondering what it could be, I answered "Of course it's okay, Becky. What is it?"

Before she could say anything else, Emma told us "This is probably just for you two, so I'm going to leave you alone. I'll be in my room whenever you want me, Beck."

That said, Emma got up and headed down the hallway, leaving me and her friend laying on the floor. Several seconds passed before Becky told me "Last year, in gym class, we were trying to learn some new gymnastics stuff when I got one of the moves wrong and felt something hurt inside. Inside between my legs, I mean. I started bleeding a little bit—real blood, not like when I have my period—and the gym teacher called the school nurse. They took me into the nurse's office, and after I said it was okay, she examined me. I guess you can figure how surprised I was when she told me that I'd torn my hymen… that technically, I wasn't a virgin any more. She also called my mom and told HER what had happened, too. That night, my mom came into my room and talked to me for a little while. I knew she meant it when she told me that she still loved me and always would, and that she cared about me enough to not try to make me live the way she'd had to. I didn't know what she meant until she said that with my hymen gone, there wasn't anything to keep me from starting to have sex any time I wanted. I was pretty embarrassed to hear that from her, but it was even worse when she told me that it would make her and Daddy feel better if they knew that I was protected—I mean, I knew she meant birth control. I told her I wasn't ready for anything like that, and she smiled before she told me she didn't doubt that I meant it but that that would change sooner than I expected it would. That's when she told me that I should think about it a little bit, and decide if I wanted her to take me to see her doctor… you know, her gynecologist. I did think about it, and finally understood what she was telling me. So I told her I'd like that, and she smiled and said she'd make an appointment for me."

She took a breath before continuing "When I went, it was just me and the doctor and his nurse… my mom just sat out in the waiting room. After he was done examining me, the doctor said that my mom had asked him to talk to me about birth control—but that whatever we talked about and decided was just between him and me… that not only wouldn't he tell her anything, she'd told him that she didn't want to know any more than that we HAD talked and 'settled things'. That's when he explained the different kinds of birth control and how they worked and how effective they were and all that. When he was done, he said that if I wanted to start using anything, he could do it and get me started any time I wanted. That's when his nurse told me that if I wasn't comfortable talking about it to my mom that she'd be glad to do it. I said I'd like that, and the doctor left us alone. The nurse answered some questions I had, and told me some stuff, and I was able to figure out what I wanted to do. I told her, and she went to get the doctor. After a few minutes, the doctor and nurse came back in with a tray of some stuff; after a bit, the doctor put an IUD in me so I don't get pregnant. It kinda hurt a little bit, but I was okay the next day. Anyway, after they were done, the doctor asked me if he needed to talk to my mom or if I was okay with doing it. I said I could, and that was the end of it. Well, except that on the way home, I told Mom that the doctor and I had talked and that everything was taken care of. She didn't ask me any questions about any of it, and just told me again that she and Daddy both still loved me and always would, and to be careful and make sure before anything happened. I think she knew I started using birth control, and she was telling me that about guys and my first time."

She remained silent after that. From the subject and what she'd said, I figured I already knew the answer, but still had to ask "Why are you telling me all that, Becky?"

It wasn't any surprise to me to hear "Because I'm finally SURE that I want to find out what sex is all about, and I'd like you to be the one I find out WITH."

"Why me, and not somebody your own age?"

I could hear the derision in her voice as she answered "I've heard the older girls at school talking, and I know I don't want anything to do with any of them. If there was one that had any idea of what he was doing, he'd probably have a big mouth and tell all his friends what happened. I don't believe that any of the ones that wouldn't talk about us would be grown up enough—mature, I mean—to take it slow and easy with me. I don't have a hymen to worry about, but I'm still a virgin, and I know I need somebody that can make it as easy for me as possible. Em has told me how you were with her and how happy you made her, and that's just what I want to happen for me, too. I know you're a grown man and seen that you're bigger than a guy closer to my age would be, but I think that doesn't matter as much as how careful I know you'd be."

Remembering how things had worked out with Emma, I asked "Are you wanting this to be just once, or more than that?"

"I wouldn't want to be over here every day or anything like that, but if… if it can be more than just once, I think I'd like that. I won't know for SURE until after I know what it's like, though."

Almost from the first time I'd seen her naked, I'd had thoughts of jumping her sexy little body; hearing that she was already on birth control addressed the only real worry that I'd have had. Knowing that the obstruction of her hymen was gone relieved me of any concern about causing her any outright pain. The only problem I had with what she wanted was the simple fact that I'd so recently finished fucking Emma, and wasn't in any condition to tend to Becky's wants.

After a few seconds, I simply told her what my position was: "Becky, I'm genuinely honored that you would trust me enough to want me to be the one you give your virginity to, whether you have a maidenhead or not. I certainly think you're pretty and sexy enough that I'd want to be with you like that. There's just one problem: you know that I've already had sex with Emma, and us guys… well, after we've had sex, it takes a while before we're ready to go again."

I could hear her smile as she told me "I knew that; Em already told me. She also said that when you ARE ready again, you can go longer; that's why I didn't say anything to you earlier. I already like it when there's something inside me, so I'm pretty sure I'm going to like having a guy in me once I get used to it. And I think I can maybe help with getting you ready to go, too."

Having said that, she wriggled herself loose of my gentle embrace and sat up. I wasn't sure what to make of the expression on her face, but was willing to comply when she told me "I think you'll want to sit up for this"; something in her voice and attitude told me that I was going to like whatever was about to happen. While I was getting myself settled with my back against the couch, Becky was taking a similar position against a chair just a couple of feet away. Seeing that I was watching her, she slowly brought her knees up before moving her feet apart—and then unabashedly spreading her legs, fully exposing herself to my gaze. That was followed by her taking her breasts in her hands and squeezing them before releasing them so she begin softly caressing them with her fingertips.

To my delight, it didn't take much of that before her nipples began to grow from the puckered circles of her areolas, and her labia began to get longer and darker. For the next several minutes, she patiently used her hands on her breasts and nipples to tease herself to progressively higher levels of arousal; seeing the physical results of her self-stimulation was enough to start arousing ME in response. Her eyes were locked on where my cock way lying on my leg, and once she was sure that she was having the effect she was after, I got to watch as she slowly moved on hand down until it came to rest on her hairless mound. My attention was focused entirely on the hand between her spread thighs, and I watched as she slowly curled one finger so that the tip of it dipped between her parted labia before she drew it upwards, finishing the movement with a brief caress of her clitoral hood. She repeated the gesture several more times, calmly teasing her clitoris into making an appearance.

Her pearl of pleasure was fully exposed when she added something else to her actions: instead of simply drawing her fingertip across her wet opening, she slowly worked it into her virginal chamber… sliding it back and forth several times before just as slowly drawing it back out, letting me see how shiny it was with her nectar, then using the oils she'd collected on it to provide the lubrication she needed as she toyed with her clitoris. When she was done with that, she moved her hand to her mouth and didn't hesitate to lick it clean before moving her hand to her breast again. That left me with an unimpeded view of her bare mons—her erect clitoris at the top, while the glistening labia below it were parted enough to let me see that her opening was already shiny with her juices.

After letting me try to memorize the sight of her for a bit, she casually moved her hand between her legs again so she could resume her previous activities. For the next several minutes, I watched closely as she went through cycle after cycle of slowly finger-fucking herself for several seconds before shifting her attentions to her erect clitoris, then starting the whole thing over again. It was impossible not to notice that she was arousing herself as much as she was trying to get ME going: her breasts were visibly tight with her areolas puckered around the hard nipples protruding from them; between her spread thighs, her labia were longer and thicker, dark with her desire. The entrance to her untried womanhood was not only shiny with her oils, but the nectar that escaped her was beginning to slowly trickle down from her opening. Several times, she'd cleaned her juices off her finger (an incredibly erotic sight itself), without making the slighted dent in what was slowly leaking out of her.

My cock had gotten long and thick, but wasn't quite hard enough to stand up from my groin when she took her efforts even farther by adding a second finger to the one she was fucking herself with, and spending even more time sliding them in and out before moving them to her clit.

I expect that BOTH of us were pleased when my manhood began to rise up off of my leg as she continued pleasuring herself; the process went even faster when I noticed that the blush she'd developed extended all the way down to her chest, and that she was steadily panting with her increased desire.

As she continued her efforts, it sank in for me that she was using two fingers to fuck herself with; that left me with reason to believe that it wouldn't be too difficult for her to accept my adult erection—as well as arousing me at the sight of what she was doing, and helping me get even harder as I watched her become more aroused and move herself closer to an orgasm.

A few minutes more, and it became clear to me that she was approaching her release: she was arching her hips forward each time she slid her fingers into her wet pussy, and she was panting and moaning continuously. I caught myself holding my breath as I waited for her to find the last little bit of pleasure she needed to orgasm; by a conscious effort, I took a deep breath just ahead of the start of her climax. She pulled her drenched fingers out of her pussy and used them to press against her clitoris under its hood, making it possible for me to watch as the entrance to her vagina clenched in time with the waves of pleasure that I could see coursing through her. Watching that happen as I listened to her groans of pleasure was the last bit of stimulation I needed to reach full hardness; with the end of her release, I entertained myself by looking at the sight of her bare mons while imagining what it would be like to feel my hard cock buried in her.

Young as she was, it didn't take her long to recover from her climax; when she opened her eyes and saw me sitting there with my hard dick waving in the air, the look of eager anticipation she got was priceless. Before I could say or do anything, she scooted herself closer to me and leaned over, taking my erection between her lips. Just as she'd done before, she used her lips and tongue on me just long enough to ensure I was erect and well-wetted with her saliva before releasing me from her mouth; satisfied with her handiwork, she quickly straddled my waist. With her kneeling right in front of me the way she was, I put my hands on her hips and held her in place so I could lean forward and fasten my mouth on the peak of one of her lovely breasts. When I started sucking on her erect nipple, she loudly moaned her pleasure before putting her hands on my head to hold it there. It couldn't have taken two minutes for me to get the ends of both of her firm breasts hard and erect, and glistening with my saliva, before I released my soft hold on her. Free to move again, she reached between her legs and took hold of my erection. Levering it up, she discovered that she wasn't in quite the right position and quickly made the necessary adjustments.

When everything was to her satisfaction, she held the head of my dick against her wet opening while letting enough of her weight rest against it to ensure it remained there. I put my hands on her hips again, applying just enough pressure to let her know that it was only to help steady her. She looked into my eyes, and I could easily see that she was somewhat nervous. After making sure I had her attention, I told her "It's okay, Becky. I'm going to stay right here, just like this—so only go however fast or do whatever feels right for YOU. I only have one bit of advice for you: if something hurts, don't do that. Okay?"

Not only did my reassurance do wonders to help her relax, I even managed to draw a smile from her with my advice. She was in a much better frame of mind when she told me "Thanks for reminding me why I wanted this to happen with you, Mister Harrison."

A moment later, I felt it as she began her efforts to get her virginal fifteen-year-old pussy wrapped around my erect manhood. To our mutual pleasure and relief, it didn't turn out to be all that difficult for her to get the head of my cock past the ring of her entrance: we were both amply lubricated and she only advanced as fast as she was comfortable with, despite her eagerness for it to happen. When I felt her opening clenched behind the head of my dick, I applied a bit of pressure to her hips and got her to hold still before I told her "Let's take a minute to get used to all this before we go on, okay?"

Even though I was fine with how things were going, I was still concerned enough about her that I wanted to make SURE she didn't try to go any faster than was prudent… even though she hadn't shown any sign that she was having any trouble, either. Still, she agreed readily enough, and I used the opportunity to toy with her lovely breasts while the two of us exchanged several kisses.

After a couple of minutes, she told me "You can keep playing with my boobs if you want to, but I'm ready to go on—I want you IN me!"

Using my best hen-pecked husband voice and expression, I answered "Yes, dear", making her giggle briefly before she started getting herself settled farther onto my erection. While I played with her boobs.

Naturally it took a bit longer, but there came to point that the two of us felt her butt settle onto the tops of my thighs. I took my hands off her breasts in favor of wrapping my arms around her and gently hugging her as I told her "That's it, sweetheart. You are most definitely not a virgin any more."

It was easy to hear the happiness in her voice as she answered "Believe me, I know I'm not a virgin any more! You feel so BIG in me, but it feels so good, too; and it was way easier than I even hoped it could be."

She didn't seem inclined to do much of anything other than let me hold her, which I was perfectly content to do for as long as she needed or wanted me to: not only did I have the delectable bundle of her in my arms, but I was free to enjoy the feeling of having my dick surrounded by her hot and wet and tight vagina. I could feel that there was still a little bit of it outside her, but knew that I'd have all of my cock buried in her before things were done.

After a bit, she began making a few tentative movements on my lap; satisfied with the resulting sensations, she wasn't reluctant about expanding her activities and eventually tried lifting herself off of me a little way before settling herself down again. With a soft push, she eased herself out of the circle of my arms far enough that I could see the joy on her face as she told me "That feels good!" before doing it again, a little farther. In less than a minute, she was happily sliding herself up and down roughly half my manhood with enthusiasm.

Several minutes of that went by before she began to get a little tired from it, and switched over to try experimenting with different things—changing the angle I entered her at, how much of my penis she moved herself on, trying different speeds, and so on. As near as I could tell, there wasn't any of it that she actually disliked; there were simply some things that she enjoyed a whole lot more than others. Judging from the way she was acting, I had to figure that she was going to want the two of us to have sex together more than just that one time.

Despite her youth and good health and fitness, there were limits on the energy she had. When she started to get a little tired, I waited for her to let me know when she wanted me to take over. Several minutes past that point, I finally got her to hold still on me again so I could suggest "I think you're getting tired. How about if I take over now?"

Panting slightly, she nodded her agreement before asking "Would it be okay if we changed around, too?"

"Of course it would. If you're tired, I can be on top of you; or if you want, I can be behind you, or we can do anything else that gets our parts lined up right."

She grinned at the latter part, then told me "I think you behind me sounds like it would be fun…" before carefully lifting herself off my erection. I pulled free of her with a soft slightly squishy (she WAS pretty wet inside) sucking noise that I pretended not to hear, while she blushed slightly. She was on her hands and knees and waiting for me before I was able to get myself positioned behind her; even so, I still took a few moments to try and memorize the view of her bald pussy peeking at me from between the smooth, firm globes of her ass. Satisfied that I'd carry the image with me to the grave, I moved closer and levered my erection down before getting the head wedged against her opening. I still had my dick in my hand when she rocked herself backward, taking nearly half my manhood before she had to stop. As she moved forward again, I stayed right with her, then finished filling her with my erection when she held still again. That was when I was able to get my entire length in her, getting an impassioned moan from her as she felt the end of my dick brush against the deepest part of her. In short order, I was steadily sliding myself in and out of her; to my great surprise, it didn't take but a few minutes of that before she slid into an orgasm. It didn't seem like it was a very big one from MY perspective, but there was no denying that it was an orgasm, none the less. Her already-tight young pussy went through several cycles of clenching around my entire cock before her release faded. With the end of her climax, I started moving in her again and it didn't take long at all for her to resume the pleased/aroused noises that she'd been making before.

As I continued to fuck Becky's warm, wet pussy, I took advantage of the other opportunities our position allowed by leaning forward and cupping her breasts in my hands so that her erect nipples dragged across my palms in counterpoint to my thrusts, taking her smooth buns in my hands and massaging them, and even gently running my thumb across the dark pink rosette of her anus—something that I was intrigued to learn aroused her tremendously, and got me wondering what else was possible.

Throughout it all, however, I continued pistoning myself in and out of her… slow strokes, fast strokes, long thrusts and short ones, she enjoyed them all—as did I.

I was well on my way toward cumming again when I caught the signals that she was again feeling the effects of being fucked. A couple more minutes, and I was sure that we were going to finish about the same time; from the way she was acting and the noises she was making, I got the idea that she was going to find her release a bit ahead of me. That was fine with me, since I was definitely starting to get tired (two nearly insatiable teens in a single evening WAS a bit much, after all) and expected that having her pussy clenching around me again would be enough to trigger MY climax.

I was a little sweaty and starting to run out of breath when Becky did me the favor of having her orgasm. Just as I'd thought, the feeling of her pussy clenching my dick was enough to get me trying to spray her ovaries with my jism as I pressed myself as far into her as I could manage.

When I was done, I felt a couple of mild spasms run through her before she was finished, too. Becky was visibly more tired from our activities than I was, so I helped her to move forward so she could lay on the floor while I stayed close enough to keep my slowly-softening penis in her for as long as possible. Once she was safely on the floor, I supported myself on my knees and elbows over her while maintaining only light contact between her back and my front. After I'd gotten my breath back, I softly kissed her shoulder before nuzzling her hair out of the way so I could touch my lips to her cheek, too. When I lifted my head after that, her eyes were open and the expression on her face told me that I'd made her happy—whether just from the kisses or everything else we'd done, I didn't know. Moving my head a little bit so she could see me clearly, I asked "Are you okay?"

The look of affection I got from her told me that she was better than just "okay"; she confirmed that a few moments later by softly telling me "Em was right… actually having sex is way better that just touching myself or doing things with other girls. That was wonderful!"

I couldn't help smiling, and Becky returned it before saying "Really, Mister Harrison, that was SO incredible. You were so nice about letting me only go as fast as I was comfortable with, and so patient while I got used to having you in me like that. It didn't hurt or anything, but you still felt so BIG—and then it go so much better when I could feel you moving in me. I was really surprised when I had that first orgasm; it felt different when it was YOU moving, and I could tell that there was even more of your penis in me and it all felt so GOOD all of a sudden. Then you started doing that other stuff like holding my boobs like you did while we were having sex, and it just kept getting better and better. I could feel it when you squirted in me even though I was having an orgasm, and it made me so happy to know that you liked having sex with ME as much as I liked doing it with YOU. Now you're holding yourself over me while I can feel that you're still in me, and when you kissed me like that, it told me that you really care about me. I really would have been fine if it didn't hurt too much and started to feel good before you climaxed; but you've helped make it so much more than that. I thought I was making a good decision when I asked you to be the first one to have sex with me, and now I'm actually glad I did."

I kissed her shoulder and cheek again, delighting her, before answering "You wanted to give me something special, and I was honored that you trusted me that much. All I did was try to be the kind of person you said you thought I am."

She smiled happily at that, and the two of us were content to lay there until my softened penis was on the verge of slipping out of her. When I offered, she was more than delighted with the idea of the two of us taking a quick shower together. After we'd dried off, she went to get Emma so the two of them could join me in my bed.

Becky discovered she was a little sore the next morning, and apologetically told me that she didn't think she was ready for the two of us to be together again that day. When I assured her that was fine and that I understood, she let me know that she most definitely wanted us to have sex again, however. The after-effects of her first coitus didn't keep her and Emma from having more than a little fun with each other; I was content to simply sit off to the side and enjoy the shows.

Before she left to go home the next day, Becky was adamant about learning how to perform fellatio since she still wasn't quite ready for us to have sex again. With guidance and encouragement from Em, she quickly became quite proficient and happily swallowed every drop of my cum when she'd made me climax in her mouth. I returned the favor by leisurely eating her young snatch until she reached a fairly powerful orgasm (I didn't quite dare send her home bombed out with after-sex glow).

The rest of the time Freddie and Mike were gone, Emma and I had sex several more times, and she continued to share my bed at night.

After that experience, Em would ask Freddie and Mike if she could stay with me whenever they had to be gone overnight or longer; I never inquired as to how, but Becky contrived to visit on her own several times, independent of the times she came over to be with Emma. As it worked out, I spent the next few years as the sexual plaything of a couple of lusty and attractive teenagers—and loved every minute of it.