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Happy Families Part 3.(MF,Mf,Teen,Cons,Oral,Mast)

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This is a work of adult fiction and contains descriptions of sexual

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HAPPY FAMILIES

Part 3

More Sisters.

Frankie and Kelly.

I got home on Thursday evening to be told by Meg that our niece

Frankie would be staying over on Friday night. This was to be as much

a try out for her as anything else because Sandi wasn't sure if she

was ready for any real sex lessons. It would be different with Kelly,

her big sister, she was turning into a real beauty and having a hard

job putting off dating some of the more persistent boys from school.

"Sandi asks that you take things slowly with Frankie, David darling.

It wouldn't do to put her off sex all together" said Meg as we sat on

the sofa after dinner. As Meg lay against my chest I gently caressed

her firm rounded breasts with my hands inside her shirt and bra.

"What do you suggest I do then Meg darling?" I asked as I cupped one

breast in my hand. "Well darling, what you're doing to me right now

feels pretty good. Why don't you give her a pretty hot make out

session, you know lots of heavy petting and hand jobs all round. I

know I'd have like that at fourteen, especially from a dishy uncle

like you."

The following afternoon Meg brought Frankie home with her from

school, and they fiddled about in the kitchen preparing dinner while

I finished off my work in my home office. I was just finishing my

backup when Frankie came in and after giving me a soft sweet kiss

hello said "Aunt Meg said to finish off and come down for dinner

Uncle Dave. She'll be dishing up in a couple of minutes." Frankie

waited for me to finish what I was doing then we walked downstairs

hand in hand to the kitchen where dinner was being served. When we

were done Meg told Frankie to take me into the Den and she'd bring us

all a cup of coffee when she'd stacked the dishwasher. As I sat on

the sofa Frankie came and sat beside me, cuddled up close and with a

huge sigh lay her head on my shoulder. I slipped my arm round her

shoulders and hugged her to me, then said "Frankie darling, have you

been speaking to the twins at school this week?" She nodded her head

"Hnn... yes I have Uncle Dave, why?" "Oh, well I just wondered if they

told you anything special, that's all?" I replied softly.

"What, you mean about you fucking them silly. Oh yes, they told

me that, why, do you want to do the same to me?" "No Frankie darling,

that's something you have to want to do, it's not for me to want it

for myself." Frankie suddenly sat up and turned to face me, taking my

hands in hers and looking me full in the face. "Oh I'm so glad you

feel that way Uncle Dave. You see, I don't think I'm really ready for

anything like that just yet. I certainly don't go drooling over boys

like Kelly does. And anyway I don't know what to do when I'm with a

boy anyway" she said all in a rush. I nodded my head wisely, "Mmmm..

I suppose it is a bit awkward the first time you're alone with a boy

you like. Especially if you don't know what he's likely to do, or

want you to do. What have your friends told you to do?" Frankie

blushed pinkly and looked down at her hands as she fiddled with her

fingers in her lap. "Well, all sorts of things, some of them sound

really weird, and some positively yucky. What did you used to do when

you dated girls Uncle Dave?"

"I'll tell you what your Uncle Dave used to do Frankie my dear"

said Meg as she came and sat beside her. "He used to make the girls

he was with feel they wanted to go out with him again. I know that's

what happened when he took me out. boy did he know how to make a girl

feel good!" Meg smiled at Frankie as she continued "Frankie my dear,

if you want to know what it's like to make out with a guy, you should

ask Uncle Dave to teach you. It'll also make you popular with the

boys you do make out with because you'll be teaching them a thing or

two." Frankie looked at Meg for a minute then said softly "Won't you

mind if he does that for me Aunt Meg?" Meg shook her head, "Of course

not darling, why do you think I told your mother you could come and

stay with us?" Frankie blushed again, then said to me "And we don't

have to... you know?" I shook my head, "No darling, we don't. all we'll

do is make out and do some heavy petting if that's what you want."

Frankie nodded her head vigorously, "Yes please Uncle Dave, that's

all I want if you don't mind", and she came and sat on my lap and

hugged me tight as she kissed me tenderly on the cheek. Meg got up

and said she would leave us alone for a while. She then bent down and

whispered something to Frankie before leaving the room and closing

the door tight shut.

To make things as real as possible I found a movie on cable,

put the main light off and sat back on the sofa beside Frankie. As we

sat there watching the movie I slipped my arm round Frankie's

shoulder and allowed my hand to fall down and cover her breast. As I

touched her I felt her tense up for a moment, then relax as I made no

further move. A few seconds later I lowered my head and whispered

"Kiss me Frankie darling." Immediately she lifted her face and looked

at me before pursing her lips and closing her eyes as I touched my

lips to hers in a soft loving kiss. "Oh Gee, that felt good" she

gasped when I lifted my head once more, "Can we do it again please

Uncle Dave?" We did, this time for longer and with me gently

increasing the pressure of my hand on her breast as our lips were

touching. "Mmmm" she murmured "That's even better" and lay her head

back on my shoulder as she wiggled her bottom as she felt a wave of

pleasure ripple all through her young body.

By now my hand was busy stroking and caressing her breast, and

she soon moved her body round so I had access to both. That's when I

moved also and she found herself laying back on my chest and me

passing my hands over her shoulders and cupping both breasts in my

hands. "Hnn... that's wonderful Uncle Dave" she sighed as I gently

squeezed her soft but firm mounds in my hands. Then she lifted her

own hands and began to undo the buttons of her blouse to allow me

access to her naked body. The instant I touched her bare flesh

Frankie gave a loud gasp of pleasure, and when she felt me lift her

bra cups off her breasts she curled her body up tight to make it easy

for me. That's when Frankie began to really enjoy herself. All I

heard for some time was her gasps and moans of pleasure, some soft

but most quite loud. Some were even screams at the end. The instant I

placed my fingertips on her naked breasts Frankie was moaning. As I

spiralled them up and round her firm rounded mounds she sighed with

pleasure. When I first touched her nipples and gently pinched them

between finger and thumb she got very vocal, and I had to bend down

and kiss her to try to silence her somewhat. I stroked, caressed and

squeezed Frankie's breasts for about ten minutes, enjoying myself

almost as much as she did. Then she surprised me, and herself as she

suddenly screamed out loud as she climaxed under my caresses.

I held Frankie tight to me by crossing my arms in front of her

and cupping both breasts in my hands. When she had regained her

breath and relaxed in my arms I whispered "Well Frankie darling, what

brought that on, I thought you weren't interested in sex?" Taking a

deep breath and giving a deep sigh Frankie turned her head slightly

and said "That was Aunt Meg's fault, Uncle Dave. She told me to think

sexy thoughts when I started to enjoy you touching me. It sure

worked, didn't it?" I kissed her on the cheek as I said "And did you

enjoy me touching you darling, I could see you enjoyed your sexy

thoughts." Frankie giggled, then said "I suppose I have to say yes,

Uncle Dave. It felt strange at first, having your hands on my titties

I mean. Then it started to feel nice. Then I felt all sort of gooey

all over, especially between my legs. Then I sort of felt all hot

there too, and suddenly it felt like I was exploding in my tummy and

my cunny all at once. Was that the same as a cum, Uncle Dave?" "Yes

darling" I said softly, "It was an orgasm, that's the same thing as a

cum. Would you like me to show you another way of having the same

thing happen to you?" Frankie nodded her head as it lay on my chest,

"Oh, yes please Uncle Dave. You're not going to fuck me are you?" she

asked fearfully. "Oh, no my darling, that's the last thing I intend

to do to you. I promise to make you enjoy tonight without us actually

having proper sex, all right my love?" by now I was kneeling beside

the sofa, having laid Frankie full length and placed her head on a

cushion for comfort.

"Now, Frankie, I want you to promise me you'll trust me not to

do anything that will hurt you, can you do that darling?" She turned

her head to me and said "Oh, yes Uncle Dave. I know you'd never do

anything to hurt and of us girls. Jenny and the twins told me that

ages ago." "Right, I also want you to think real hard before you say

the word NO. If you really don't want me to do something I've

started, don't say NO, say 'Elephant', all right?" This made her

laugh but she said "Yes, OK Uncle Dave, if you say so. Don't say NO,

say Elephant. But why?" I smiled at her, "I'll tell you later on

darling, just trust me on this. If you say Elephant, I'll stop what

I'm doing, OK?" "OK" she replied and closed her eyes as she smiled

once more at my strange ideas. I kissed her tenderly on the lips as

she lay there then whispered "Keep your eyes closed darling, and

think the thoughts Aunt Meg told you about, I'll do the rest." I then

kissed her once more on the lips before moving my lips down her face,

over her chin and on to her throat. This brought a gasp from her

lips, then a louder one as I moved down to kiss her between her firm

rounded breasts. From there I moved my lips round the base of them

both, then up each one in a spiral, stroking her soft warm flesh with

my tongue as I moved my lips up to her nipples. As I placed my lips

on her nipple for the first time Frankie gave a loud cry of pleasure

and thrust her chest up to meet my kiss. At the same time I was

lifting the hem of her skirt above her waistband, and placing my hand

on her cotton panty covered pussy. This made her sigh "Ohhh,

yeeeessss..." as she lifted her hips to increase the pressure of my

touch.

Suddenly Frankie found she was being aroused from both ends at

the same time. I didn't have a chance to get my hands inside her

panties, just press my lips to one nipple, and rolled the other

between finger and thumb. This was more than enough to bring her to

another crashing orgasm, and this time she screamed out "I'mmmm

cuuummmiiinnnggg Uncle Dave, I'mmmm cuuummmiiinnnggg...... ." Frankie

then went stiff as a board, her back arched like a bow and she thrust

her hips up against my hand all at once before collapsing back on the

sofa and fainting as she experienced the most intense orgasm of her

life. By the time I heard the door open and Meg come in to see what

was happening, I was sitting beside the sofa, my head resting on one

hand and my other hand caressing Frankie's naked torso from waist to

neck, lingering over her wonderfully firm breasts and their hard

swollen nipples. "Well, that was a lot of noise for a girl that

didn't want anything to do with sex. I see you haven't even got her

panties off yet, what's taking you so long David darling?" Before I

could answer we heard a tiny voice say "Aunt Meg, I didn't hear you

come in, I must have closed my eyes for a minute or two."

Meg leaned over the back of the sofa and looked down on

Frankie, smiled and said "Well Frankie darling, I wouldn't wonder at

that to be honest. Any woman that had an orgasm that intense would

need to close their eyes for a couple of minutes, some would even go

to sleep as well." Frankie looked up at her in astonishment, then

said "I didn't, did I?" Meg nodded, "Well yes my love, you were out

like a light when I came in, and Uncle Dave was sitting there

wondering what to do next. I know what I'd want him to do, and that

is to show me yet another way to have an orgasm. Would you like to

try it?" Frankie smiled "It won't hurt will it Aunt Meg?" Meg shook

her head, "Oh no darling, it certainly won't hurt, I can promise you

that. Now, take off your panties, unless you'd like Uncle Dave to do

it for you?" Frankie said nothing, just looked at me and smiled. I

hooked my fingers in the waistband of her underwear and began to pull

them down over her bottom when she lifted her hips and allowed me to

whip them down her thighs and off her feet in a single movement.

Instinctively she snapped her legs tight together and closed her eyes

so she couldn't see me looking at her down covered pussy. I bent down

and placed a soft warm kiss on her mons, then gently pushed my hands

between her legs and try to ease them apart. "Relax Frankie darling"

said Meg softly, and slowly I felt the tension going as she did as

she was told.

When I'd got her legs wide apart I said softly "WOW, that's so

beautiful" and ran my fingertips over her pussy with a stroke as

light as a feather, making Frankie twitch as she felt me touch her

skin. What made it even better was the fact her lips were soaked with

the juices of two orgasms, and as I breathed in her heady aroma I got

a tremendous erection that began to pulse and twitch in my pants. I

managed to ignore my own needs for a moment, and lowered my head

between her thighs and placed my mouth on her pussy covering her lips

completely as I thrust my tongue between them and began to wiggle it

about inside her vaginal opening. This made Frankie scream and clamp

her thighs together. I managed to force them apart so I could breath

once more, and I held them still as I moved my mouth up a little so I

could thrash my tongue on and around her hard swollen clit.

It took literally seconds for Frankie to reach another climax,

this time she didn't seem to know what she wanted because as she

began to react to her orgasm she cried out "Eleph...... NO, NO, NO, don't

stop, No don't stop, don't stop, I'mmmm cuuummmiiinnnggg, I'mmmm

cuuummmiiinnnggg......" and once more she fell into a dead faint,

collapsing on the sofa, only prevented from falling on to the floor

by having her legs clamped round my neck. Meg looked down at us for a

moment or two then, with a chuckle went out, returning a couple of

minutes later with washcloths and towels with which to clean up

Frankie and I. By the time Frankie regained consciousness she was

clean and dried, with her panties replaced, and her blouse buttoned

up, although Meg had removed her bra, in anticipation of another

treat for her. Meg had also provided me with a cup of coffee, and

could also offer Frankie a glass of milk when she managed to sit up.

As she drank her milk Frankie stared at the wall opposite the sofa,

appearing not to actually see anything at all. It was some minutes

before she gave a deep sigh and a tremor rippled through her body as

she lay back against the cushions on the sofa.

"Well Frankie" said Meg softly as she sat beside our niece,

"What do you think of Uncle Dave's substitute to sex?" "If that's the

substitute Aunt Meg, what's the real thing like?" Frankie replied.

"Different darling, a little better in some ways, and a little

different, why, changing your mind, my love?" Frankie shook her head

slowly, "I think I'd like to try some more of this first Aunt Meg.

Just so long as I can practice it with Uncle Dave before I try it on

a boy, that is." Meg chuckled "Of course you can darling, after all

you still have to learn what you can do for a boy after he's done

something like this for you." Frankie sat upright, "Oh, I forgot

about Uncle Dave didn't I" she gasped, "How do I make him have an

orgasm Aunt Meg. Will you show me please?" Meg took the empty glass

from her, kissed her lightly on the lips and said "Of course I will

darling, it would be my pleasure." Having disposed of the glass Meg

stood in front of Frankie and began to undo her blouse, "The first

thing we have to do is take off all the clothes we can, down to our

panties. This will stop them getting messy in a few minutes." Frankie

stood up stripped of and stood beside Meg almost before Meg was down

to her panties herself.

"Right, now you get to take Uncle Dave's pants and shorts off"

Meg said with a grin. By this time I was laid out full length on the

sofa, so Frankie dropped to her knees beside me and quickly ran my

zipper down and tugged my pants down over my feet. That left me in my

shorts, which were tenting quite nicely, and actually gave Frankie

some difficulty getting the waistband over my hard erect manhood. Meg

came to the rescue and Frankie giggled when she saw Meg press my cock

down to my stomach with her hand, allowing Frankie to whip them of my

legs. "Oh, WOW" gasped Frankie as she saw my erect member for the

first time, "It's huge... and it's throbbing, does it always do that

Aunt Meg?" "Oh yes Frankie, it always does that, especially when

there are two women paying attention to Uncle Dave." Frankie giggled

and watched as Meg sat beside the sofa and leaned her arm over my

legs a few inches away from my flagpole imitating penis. Frankie did

the same, although she leaned across my lower abdomen, pressing her

left nipple into my side just above my right hip. "I suppose this is

going to be one of those yucky bits my friends told me about, isn't

it Aunt Meg?" asked Frankie. Meg smiled "Oh, no darling, I don't

think it's at all yucky, in fact I love this bit, so does your Mom,

and most of your aunts. If you don't want to try it darling, just say

so, and I'll just show you, you can get dressed and sit in a chair."

As with most women, tell them they don't need to do something, and

they'll go and do it, so it was with Frankie, she sat there and said

"Oh, well, I suppose I could try it once, then if I don't like it, I

just won't do it again."

That's when Meg began to do her bit of extra curricular

teaching, and jolly good she was too. She showed Frankie how to take

me in her mouth, how to use her tongue, and how and when to suck on

an erect prick. She explained how to gauge when a guy is about to

cum, how to hold him back and how to bring him on. The last bit was

the most practical part, because by then I was so close to orgasm

that the instant Frankie took hold of my cock to do as Meg had showed

her I cried out "I'm going to cum Meg darling, I'm cumming any

second, I'm cumming NOWWWW!". That's when Frankie got her biggest

surprise of the evening and caught a face full of hot sticky semen.

She had her face over the head of my pulsating penis as she slowly

moved her hand up and down the hard hot shaft. As the first gobs of

cum splattered in her face Frankie moved back out of the way.

Unfortunately she was still holding my cockshaft, and pulled it with

her, still shooting wads of cum, this time all over her chest. By the

time she released her grip on my cock all I had left was a dribble,

and Frankie gasped out loud as she saw Meg lower her head and take my

shrinking penis into her soft warm mouth, then suck hard and noisily

as she tried to get the last few drops from me. As Frankie sat back

on her heels Meg turned to her, held her by the shoulders and said in

a husky voice, "Hold still Frankie darling, let me clean you up a

bit." Frankie froze, and suddenly found Meg was licking her face

clean of my semen as it slowly trickled down her nose and cheeks,

over her lips and dripped off her chin on to her chest and breasts.

"How can you do that Aunt Meg" cried Frankie as Meg sat back

licking her lips. "Have you ever tried it Frankie darling?" asked Meg

with a grin. Frankie shook her head, "Oh, no, it's definitely the

yucky bit I've been told about. I couldn't think about touching it

let alone swallowing it." Meg put out her hand and gently rubbed it

over Frankie's right breast, coating her fingertips with a great gob

of my cum. First of all she licked one finger clean then held her

hand out to Frankie for her to try. Frankie shook her head a couple

of times, then, seeing Meg was smiling at her, closed her eyes,

pushed out her tongue and leaned forward to touch it to Meg's

fingers. Meg placed her fingers on Frankie's tongue then slowly

pressed it into her mouth, coating her tongue, lips and teeth with as

much cum as she could wipe on them. Frankie instinctively closed her

mouth, and as Meg pulled her fingers out Frankie found she was

sucking them clean. After a short pause while Frankie licked her lips

and sucked her tongue, Meg found herself being kissed as Frankie said

"I'm sorry Aunt Meg, you were right, it isn't yucky. I quite like it

to be honest" and she began to scoop up what was left on her titties

on her fingers and suck then clean, with a good deal of relish.

"Don't waste all of it like that Frankie darling" said Meg, "You

might like to try rubbing some into your face. They say it's a

wonderful skin cream, and helps keep spots away." Frankie giggled at

this then said "It's a wonder it's not available in beauty salons

then. I'm sure they could find plenty of guys willing to spray it on

the women customers."

I stood up, put my shorts back on and said, "How about we go

and have a shower together before we go to bed. I feel all sticky,

and I'm sure Frankie does too." Frankie had her last but one treat of

the night by washing me down from head to toe, then drying me off

with a warm fluffy towel, then having me do the same for her. Her

final treat was when Meg told her to come and sleep with us in our

bed. This made her blush bright red, but she still accepted, and

climbed in and lay beside me, wrapped in the circle of my arms. After

kissing me goodnight Frankie snuggled up close, putting her uppermost

arm across my chest and laying her leg across my thigh, pressing her

warm swollen pussy against my thigh. That's how we woke up too. A

couple of hours later she was sitting with her mother and sister in

the Den telling them everything we had done in graphic detail. After

a few minutes Sandi came out to the kitchen, sat on my lap and

wrapped her arms round my neck and kissed me passionately. "David,

you're an absolute wonder. You gave Frankie the most wonderful

session of love making, and all without taking her cherry. I now know

we were right to get you to do this for our girls, even if I wasn't

already convinced." She turned to Meg who was sat there grinning,

"Isn't he a wonderful guy Meg darling?" "He sure is Sandi, and he's

all mine. Except when I loan him to a long queue of young virgins

that need his assistance."

A little later, Sandi had left with Frankie, and Meg and I were

sat in the Den with Kelly. I got up after finishing my cup of coffee,

saying I had some work to finish. In my office I was sat in front of

my computer trying to finish off the work I'd left on Friday when

Frankie arrived. That's when Kelly came in and stood by my side,

putting her arm round my shoulder and laying her cheek on the top of

my head. "That's funny writing Uncle Dave" she said as she watched me

working, "What does it all mean?" Without getting too technical I

explained the difference between writing what can be read, and

writing what a computer can read. "Oh, that sounds really hard Uncle

Dave, can anyone learn to do it?" "Of course Kelly darling, all you

need is an organised mind, a pretty good memory and to be taught the

basics extremely well. After that it's really just a matter of doing

it over and over again, until you can do it in your sleep. Why

darling, are you thinking of trying to do it yourself?" Kelly smiled

prettily as she shook her head, "Not me Uncle Dave, I want to be a

teacher." I slipped my hand round her waist and hugged her close to

me for a moment, "Oh, yes. And what do you want to teach my dear?" I

asked. "English and Geography. They're my favourite subjects. I get A

grades in both of them all the time. I just wish I was better at

Math, I need that to get to college, but I can't get better than a

'D' just now." Just then we heard Meg calling us down for lunch.

Kelly went first leaving me to save my work and set the backup to run

on automatic before following her to the kitchen and food.

After lunch we were all sat in the Den discussing what we were

going to do. Meg wanted us all to go down to the mall for a shopping

trip, while Kelly wanted to save that for the morning. "There's"

going to be less of a crowd in the morning Aunt Meg" she said,

"Besides if we go today I won't have anything to tell the others,

will I?" Meg grinned at me before she said "Tell the others what

Kelly darling?" "About what I thought about having sex with Uncle

Dave, of course Aunt Meg. I thought you knew we all tell each other

all about it as soon as we can." By now I was laying with my head

back on the sofa, looking up at the ceiling silently praying for

immunity from prosecution when the girls went public. Meg and Kelly

carried on their conversation across me, as if I wasn't there. I just

relaxed as much as I could, allowing my arms to fall behind them both

and my hands to lay on their thighs. "Who do you talk to about it

Kelly?" asked Meg softly. "Oh, you don't have to worry Aunt Meg, we

all know we can't tell any of our friends, only our cousins, and only

those girls that know what happens. mom was very firm when she told

Frankie and me that we could do the same a Jenny told us about. Do we

have to do it though Aunt Meg. I know Frankie didn't want to, but you

seem to have changed her mind somehow."

I opened my eyes and looked first at Meg, then at Kelly. "What

didn't Frankie want to do Kelly?" I asked quietly as I sat upright.

"She told me she didn't want to have sex, you know go to bed with you

and lose her.." she paused and blushed bright red. "Oh, I'm sorry

Uncle Dave. She didn't, did she?" "Didn't what?" I asked in reply,

and I must have looked a bit pissed off because Kelly suddenly looked

very contrite. "Err.. she didn't lose her.. her cherry. You didn't

have sex with her did you Uncle Dave?" I slowly shook my head as I

looked at Kelly, she began to get more and more upset as I stared at

her. Seeing how upset Kelly looked Meg said softly "David, please.."

I relented and took Kelly in my arms, hugged her to me and kissed her

tenderly on the lips. "Kelly darling, I'm sorry if I upset you, but

you have to understand a few things. First off, I don't do things to

women, let alone young girls of your age, anything they don't want me

to do. I wouldn't even kiss you if I knew you didn't like it.

Secondly the one thing I've been trying to show your cousins that

have spent a weekend here with Aunt Meg an me, is that it is possible

to make love without actually having sexual intercourse. Frankie

learned that last night. You can do the same today if you want to. If

you want all that Jenny and the twins enjoyed, that's OK too.

Whatever happens, it has to be your choice, not mine or Aunt Meg's.

Do you understand?"

"Yes Uncle Dave" murmured Kelly as she buried her face in my

shoulder. I hoisted her up to sit on my lap and spent a few minutes

cuddling her, then Meg said "Well David darling, if Kelly doesn't

want to got shopping with me, I guess I better go an my own. You two

enjoy yourselves, and I'll be back later to help out with you know

what?" I returned her grin, "OK darling, I'll make sure I save you

all I can, just don't be too long, all right!" Meg leaned over and

kissed me lovingly, "I won't darling, believe me I won't" then she

was gone leaving me alone with Kelly sitting on my lap. Telling Kelly

to change round and sit straddling my thighs I put my arms round her

waist and pulled her down on my lap, smiling as she wriggled her

bottom about until she could feel my swelling penis rub on her cotton

covered crotch. "Now then Kelly my love. We have to get things sorted

out." "Yes Uncle Dave" she said meekly. I smiled and continued,

"First off we need to know just how far YOU want to go. If you want

the same as Frankie, that's fine with me. If you want the same a

Jenny and the twins, that also is fine. Just tell me so I know when

to stop. OK?" Kelly leaned forward and rested her forehead on mine,

then placed her soft warm lips on mine in a soft passionate kiss

saying, "I don't know Uncle Dave. I'd like to go all the way like

Jenny, but what Frankie had seems much nice and a lot safer just

now." She paused smiling shyly. "I must sound so silly Uncle Dave,

not knowing what to do."

I placed my hands on her cheeks and kissed her tenderly, "No

darling, of course you don't sound silly. If more girls thought like

that before they opened their legs to their boyfriends, there'd be a

lot less problems. Look darling, why don't we start off with what

Frankie had, then if you really like it we can take the next step.

How does that sound?" "Wonderful Uncle Dave" she cried, and she threw

her arms round my neck and kissed me on the cheek and all around

my ear. I then heard her whisper softly "Oh, my bra opens at the

font, just so you know, and don't waste time" she giggled as she

hugged me, then slipped off my lap to get on the sofa and snuggled

down in my arms as she leaned her back against my chest, pulling my

arms round her shoulders and pressing my hands on her abdomen. I

placed a kiss on the top of Kelly head and moved my hands apart to

lay below her swollen breasts, "Have you done much of this with boys

you date?" I asked as I gently caressed her tummy and ribs. Kelly

shook her head, "No Uncle Dave, I did let one boy hold my titties but

he squeezed so hard it hurt. I haven't let any others do the same

thing since then, only my.." she stopped suddenly and I smiled as I

kissed her hair, "Only what darling, your sister, or your special

girl friend?"

Kelly was silent for a few minutes then she gave a deep sigh

and said, "I suppose it's silly of me to pretend, when your going to

do the same thing, isn't it?" I nodded "Yes darling, and I won't tell

anyone, I promise." She turned her head, looked at me and smiled,

"Thanks Uncle Dave, you're really cool. Well, me and Jenny have done

it when we slept over a few times. We both had boys being rough and

just wanted to see what it would feel like if a girl did it. It was

simply great Uncle Dave. She was so gentle, and it was the same for

her too. The thing is, she said you were much better, that's why I

told mom I wanted to come and have a try. You don't mind, do you

Uncle Dave?" I kissed her on the cheek as I began to undo the buttons

of her blouse. "Of course not darling. But don't try to compare what

I do with what Jenny and you did. It won't make it better, and you

will always be disappointed in one or other of us." By now I'd got

her blouse open and pulled out of the waistband of her skirt. With a

deft flick of my fingers I opened up the front of her bra and parted

the cups, freeing her wonderful firm conical breasts to my loving

gaze over her shoulder. Very slowly I lifted my hands and gently

cupped them around Kelly's warm swollen titties. "Ohh..." gasped Kelly

as I pressed my hands firmly on to her breasts, "what a wonderful

thing to say just then" she continued. "What did I say?" I asked

slightly confused. "Why, not to compare what you and Jenny do. That'd

be just silly. I see that now. But you do make me feel so good when

you hold my titties like that Uncle Dave, will you do it some more

please?"

"My pleasure darling" I whispered as I stroked and caressed her

firm young breasts, spiralling my fingertips up each wonderful mound,

and rolling each nipple between finger and thumb, making her cry out

with pleasure as her nipples became engorged with blood, swelling in

my tender grasp and making Kelly pant with desire as I continued

touching her so sensually. After a while I could see Kelly wasn't

going to get much more out of my caresses, certainly I wasn't going

to bring her to orgasm like this, so I moved my right hand down her

body and began to lift the front of her skirt up inch by inch. When

it was above her waistband I placed my hand inside the bulge of her

panties and cupped her pussy between my fingers. This made her gasp

with pleasure. She cried out when I pressed my middle finger between

her pussy lips and on to her clit. When I began to rub my finger

round and round on her clitoral bud she screamed out as her orgasm

overtook her senses. She collapsed in my arms in a dead faint just

seconds after her climax hit her, depriving her of the joy of feeling

it ripple up and down her young body.

Very gently I wriggled out from under Kelly's inert body, laid

her down as comfortably as I could and went out to get myself a cup

of coffee and her soda. By the time I returned Kelly was laying with

her eyes open, staring up at the ceiling, breathing slowly but very

deeply. As I stood beside her looking into her eyes Kelly slowly

focused on me and gasped "Is that what you did so many time for

Frankie?" I smiled as I nodded "Yes darling, why, didn't you enjoy

it?" Kelly struggled to sit upright, ignoring her nudity, as she

reached out for the can of Coke I offered her. "Did I enjoy it? Did

Columbus discover America?" I grinned as I sat beside her "Well, not

necessarily darling, it depends on which version of history you

subscribe to. But I do get your meaning. I suppose you want to do it

again before Aunt Meg gets back, just like Frankie did?" "Oh yes

please Uncle Dave, just like Frankie did, if I can. It sounded so

good what she described. Much better than any boy.. OH Damn I did it

again." And she grinned ruefully as she let slip she had been given a

hand job by a boy.

"So" I said with a grin, "What happened when you let a boy get

his hand into your panties. Did he make you cum?" Kelly shook her

head "No, I think he only wanted to get a stinky finger so her could

show his buddies later on. He never touched me where you did. Just

forced his finger inside me 'til I yelled for him to stop hurting me.

Then he drove me home and didn't even kiss me goodnight, the

asshole." Kelly instantly covered her mouth as she realised what

she'd said. I looked at her quizzically and said "Yes, well, I don't

think we really need that sort of language do we Kelly my love. Let's

just say he's out of favour shall we" Kelly smiled "I'm sorry Uncle

Dave. I just get so mad when I think about that night. And yes, he is

out of favour, not just with me but all my cousins as well. You see I

did what he was going to do, and that's show him up in front of all

the girls I could." By now Kelly was snuggled up against me with her

cheek laying on my chest and her hand on my groin gently moving it up

and down the length of my burgeoning erection. After a few minutes

Kelly looked up at me and said "Can we carry on please Uncle Dave. I

really want to do all that Frankie did." I kissed her tenderly on the

lips and told her to lay down again. I moved down to her legs and sat

on the floor, then began to lift her skirt hem up above her waist.

"Lift your bottom Kelly" I said softly. She looked down her body at

where I sat, smiled and did as I asked. Hooking my fingertips in the

waistband of her panties I pulled then down over her firm rounded

buttocks then pressed on her tummy to let her know I was done. With a

single motion I removed her underwear from her legs, throwing them to

one side before pressing her thighs open wide.

As I stroked my fingers up and down the inside of her soft

smooth thighs I glanced up at Kelly's face. She was blushing bright

red, but her eyes were tight shut and she had a strange smile on her

lips that told me she was enjoying herself. I quickly shuffled back

up to kneel beside her upper body and placed my lips on hers in a

warm passionate kiss that took her breath away for a moment or two.

While she lay there gasping for breath I whispered softly "Is this

the first time someone has taken your panties off darling?" Kelly

opened her eyes and gave a short shake of her head. "No Uncle Dave.

Jenny did it once or twice. It's just the first time I've let anyone

else look at me between the legs like you just did. It made me feel

all sort of gooey inside, and I thought I was going to pee myself." I

grinned wickedly at her and said "Oh, don't worry about doing that

darling, the sofa's leather and we can soon wipe it clean." This made

her flush pinkly again, so I kissed her once more in an effort to

take some of her embarrassment away. I also placed a soft warm kiss

on her chest, between her breasts, tracing a line with the tip of my

tongue all round them in a figure of eight. At the same time as I had

my lips on her chest I placed the palm of my hand on her mons and

pressed the full length of my middle finger on her cuntal gash. As I

pressed more firmly with my finger I slipped between her lips, and

the base of my finger came to rest on her clit as it nestled under

it's protective hood.

This brought a loud cry of pleasure from Kelly's lips. I

doubled the length of that cry when I lifted my mouth and placed it

on her left breast, sucking hard on her firm swollen nipple. Before

she could do more than cry out "YES.. YES.. YES.." I gently bit it

between my teeth, at the same time taking her right nipple between my

spare finger and thumb and began to roll it back and forth. This time

Kelly felt her orgasm. I knew this because of the noise she made when

she cried out "Oh YES.. YES.. Uncle Dave I'mmmm cuuummmiiinnnggg..

I'mmmm cuuummmiiinnnggg.. ." As she cried out Kelly thrust her chest

up at my suckling mouth as she tried to thrust her hips up at my hand

that was pressing between her pussy lips. This made her work her body

like a see saw, until I lay myself on her torso and made her lay flat

and still before she did herself some damage. As she lay there

gasping for breath again I removed my finger from between her legs

and very slowly brought it up to my nose where I made a big

production of sniffing it before pressing to my lips and sucking it

into my mouth. This made Kelly gasp out "Oh, Uncle Dave how can you

do that. Frankie told me you did, but I didn't believe her, it's

looks so yucky."

I shook my head gently as I looked down at her, "No Kelly

darling, it isn't. It's one of the most wonderful tastes I know,

especially when it comes from a young girl. Frankie said the same as

you did at first darling. She changed her mind a little later, when

Aunt Meg showed her something quite wonderful. Just wait, and try not

to say anything until you try everything, OK?" Kelly grinned, "OK

Uncle Dave. That's what Frankie said to me actually, especially about

the yucky bits." I smiled at her then said "Talking about yucky bits,

lay down again darling, I've not finished with you yet, and we need

to hurry so we're done when Aunt Meg gets back." Kelly lay back and I

opened her thighs again, this time placing my elbows so she couldn't

get them back together too easily. I then began to trace a line of

soft warm kisses up her thighs from the knees to her crotch, ending

up placing my open mouth on her pussy and pressing my tongue firmly

between her lower lips and into her virgin love tunnel. This started

her moaning with pleasure, especially when I moved one hand from

between her thighs up to her chest where I began to play with her

firm young breasts turn and turn about.

When I moved my lips away from her love hole Kelly cried out

"Oh.. NO.. No.. please stay Uncle Dave, don't stop, please don't

stop, it's so wonderful, please Uncle Dave, don't stop doing that.."

"Aggghhhh.. YES, YES, YES, YES." She cried out as she felt me

pressing my tongue on her hard swollen clitoral bud, and again she

cried out when I began to flick her clit with the tip of my tongue.

All the time I was caressing her breasts one by one, and rolling her

nipples turn and turn about. When I finally brought my other hand

into play by pressing the tip of one finger on to and through her

tight puckered rosehole Kelly screamed out in ecstasy as her most

intense climax of her life exploded within her making her thrash

about under the restraining grip of both my arms, and the pressure of

my head as I sucked at her spasming and cum oozing pussy. "Aggghhhh..

don't stop, YES, YES, I'mmmm cuuummmiiinnnggg agaaaain, I'mmmm

cuuummmiiinnnggg agaaaain.. I'mmmm cuuummmiiinnnggg......." Over and over

Kelly cried out as her climax covered her entire body with a flood of

ecstasy, making her young frame jerk and twitch as she felt waves of

pleasure ripple up and down from her head to her feet, until finally

she collapsed on to the sofa with a long drawn out groan as the

ecstasy slowly drained away leaving her totally spent and unable to

move.

"Hmmm.. that sounded pretty convincing." I heard Meg say in a

prosaic voice, and Kelly gasped out when she opened her eyes and saw

Meg looking down at her as she leaned on the back of the sofa. With a

winning smile Meg said softly "Was it as good as it sounded Kelly my

love?" Kelly just nodded and smiled, unable to say anything she was

so breathless still. She also made no attempt to cover up her naked

breasts and her sticky cum stained pussy. I did that, then I pulled

Kelly to a sitting position so Meg and I could sit each side of her.

"How long did you..?" began Kelly as she turned to face Meg. "How

long did I stand and listen?" Kelly nodded, "Oh, long enough to hear

you begging Uncle Dave not to stop whatever he was doing. I guess he

didn't, stop I mean?" Kelly grinned, "No" she gasped "And I'm so glad

he didn't. That was the most amazing thing I ever had happen to me.

Is it always like that when you make love with someone special, Aunt

Meg?" Meg hugged Kelly's almost naked body to her and said "Well

Kelly darling, it is when Uncle Dave makes love to me. I guess it

always feels like that when someone special makes love to you. Even

if it's not always quite so noisy." "Yes, well, I'm sorry about that

Aunt Meg, I didn't realise I was making any noise at all. Maybe I'd

better be gagged next time" and she giggled when Meg started to

laugh.

"Can I do the thing for Uncle Dave now please Aunt Meg. Frankie

told me it was simply awesome and I had to do just as you tell me.

The thing is some of my friends tell me it's really dirty and awful."

"Kelly darling," said Meg as she slipped to kneel on the carpet

beside my legs, "I don't think it's dirty. I always enjoy doing this

for Uncle Dave, especially when he's just done something really good

for me. No one is going to make you do anything you don't want to my

dear. If you like, just sit beside Uncle Dave and watch what I do."

With that Meg ran down my zipper and expertly pulled my pants and

shorts off. Leaving me naked from the waist down. This brought a gasp

of surprise from Kelly sitting beside me, "Oh, WOW, it looks

wonderful" she said breathlessly "Frankie was right when she told me

that. I just didn't believe her." By now Meg was slowly working her

hand up and down my shaft, occasionally licking the head, getting it

coated with a film of saliva and making it glisten in the half light

of the Den. With her free hand Meg cupped my balls and began to

gently move them about in their pendulous sac, making me breath

deeper all the time she was getting me more and more aroused.

Suddenly Kelly dropped to her knees on the opposite side of my

thighs to where Meg was kneeling. "Can I learn to do that please Aunt

Meg" she said quietly. Meg smiled and nodded "Of course you can Kelly

darling, and believe me darling, it's one of the best things you can

ever learn." Meg then started to tell Kelly all about manual arousal

of the male of the species, giving her tips on what to do and when,

once more using me as a living model. Not that I was complaining of

course. I can think of few things I like better than to have a young

girl practising her male masturbatory skills on my hard erect penis.

By now Meg had got to the part where she was telling Kelly how to use

her lips and mouth. It was also the moment I gasped out "I'm going to

cum Meg darling, any second, I'm going to cum. I'm cuuummmiiinnnggg

NOOOWWW.." and I thrust up hard with my hips just as Kelly placed her

lips on the head of my pulsating cock. Whether she wanted it or not,

Kelly got a mouth full of semen, all hot and creamy, filling her

mouth as it splashed against the back of her throat, making her gag

for a moment, then sliding down her throat as she swallowed hard,

trying to empty her mouth and take in more. Before Kelly could take

too much Meg drew her head back and replaced it with her own as she

also tried to get some of my cum. Kelly sat back on her heels too

astonished to say anything for a while, all she could do was lick her

lips and get all the aftertaste she could. Get it and enjoy it,

because she didn't show any signs of distaste at all. "Come and help

me clean up here please Kelly" asked Meg softly. Kelly shuffled

forward and followed Meg in bending down and licking my stomach and

groin clean of cum spatters before helping to replace my shorts and

covering my rapidly softening penis.

"Well Kelly darling, just how dirty and yucky was that?" asked

Meg with a grin. "Really horrible Aunt Meg" replied Kelly, "I don't

think I could do that again, at least not more than four times a day,

and five at weekends" she finished with a wide grin. Meg grinned back

at her, then Kelly said "I guess Frankie was right after all. It

wasn't at all unpleasant, I don't know what my friends did, it

certainly didn't sound anything like we just did with Uncle Dave. I

wonder if Jenny and the twins liked it. I'll have to ask them on

Monday at school." By now I'd managed to regain some of my strength

and had forced myself to sit upright. "I'm going for a shower, anyone

want to join me?" I said as I stood up. "Oh, yes please Uncle Dave.

I've waited all day for this, Frankie said it was the best way to

shower. Pity I haven't got a Dad to do it with." Meg stood up beside

me, "Well Kelly darling, if Uncle Dave isn't too busy next time you

come to stay, I don't see why you shouldn't have another shower with

him. I do it all the time."

Almost half an hour later we were still in the shower, I was

washing Meg down while Kelly was watching from the side of the tub.

All of a sudden Kelly gave a loud wail and clamped her legs tight

together, covering her pussy with her hand as she turned her back to

me. Meg took one look and quickly shoved me out, telling me to get

into bed and wait for her. I did as I was told, mainly because I had

an idea what had happened, Kelly had suddenly started her period and

felt mortified at having a man there to see it. Shortly after Meg

came and joined me in bed, saying Kelly wanted to sleep on her own. I

nodded, then got out of bed, putting on a robe and saying "I'm going

to have a word with her Meg darling, I won't be long." I knocked on

Kelly's bedroom door and walked in when she called out. Sitting on

the edge of her bed I leaned over and kissed Kelly tenderly. "Feeling

a little batter now darling?" I asked, Kelly nodded into her pillow

and murmured something I didn't quite catch.

I took a firm hold on Kelly's shoulders and turned her over so

I could see her face. She was blushing fire engine red, the she was

frowning when I began to laugh at her. "It's not funny" she shouted

at me, beginning to lose some of her colour at the same time. "Oh, I

think it is Kelly darling. Not you starting your period, that's

unfortunate. No darling, what's funny is the way you're so ashamed at

having it happen" I replied gently. "I'm not ashamed" she said, a

little more gently this time, "I was just so embarrassed at having

you see me start like that. That's all." "But why Kelly darling. I

know I'm a man. And I know that periods are a female thing, but I

don't see anything to be embarrassed about. Annoyed, yes, because

it's put a stop to anything else we might have done this weekend. But

not embarrassed darling, not with me anyway." Kelly smiled up at me,

then put her arms round my neck and pulled me down to kiss me warmly

on the lips. "Oh, you're so good to me Uncle Dave. I guess it's silly

being embarrassed about this with a married man, after all Aunt Meg's

been having periods for years, hasn't she?" I nodded "Of course she

has darling, now, would you like to come and sleep with us for the

rest of the night. I promise not to try to molest you while you're

asleep."

Kelly looked up at me shyly, then shook her head, "No thanks

Uncle Dave, my tummy hurts too much for me to get to sleep quickly. I

always toss and turn a lot when my period first starts, I'll be all

right on my own, honestly." I smiled down at her again and grinned,

"How about if I could do something that would help take your pain

away, would you come to bed with us then?" I asked. Kelly shook her

head, "I've already taken some pills Uncle Dave, I just have to wait

for them to work." I climbed on her bed beside her, sitting with my

back against the headboard. "Come and sit between my legs Kelly" I

said as I threw the covers off her. She gave a tiny squeal when she

saw me looking at her naked body and tried to cover herself up again.

"Don't be silly Kelly" I said, "Not after what we were doing a few

minutes ago" I said firmly. "Now, do as I say and come and sit

between my legs."

Almost reluctantly she did as she was told, and as soon as she

was in position I pulled her back to lay against my chest and placed

my hands on her abdomen and pressed then to her, very gently. I then

began to give her a gentle massage, starting at her ribs, just below

her firm breasts, and working down her body to stop just above the

swell of her down covered mons. Over and over again I did this,

trying to make is as asexual as I could, by not touching her breasts

or her pussy. Gradually I moved my hands outwards until I was pushing

them down her sides and over her ovaries then into the centre of her

body again. As I worked on Kelly's body I felt her begin to relax

more and more, until we were startled by having the bedroom door

burst open and seeing Meg burst in. "Ohhh.. what.." gasped Kelly as

she sat up quickly to see what was happening.

Meg came and sat beside us, looking very contrite, "I'm sorry

Kelly darling, I didn't realise what was going on, I thought Uncle

Dave had fallen asleep in here. I didn't know he was giving you his

secret tummy rub. How do you feel?" Kelly looked at her and grinned,

"Like coming to bed with you Aunt Meg" she said brightly, "Uncle

Dave's made me feel wonderful, and I'd love to see if I can go to

sleep in his arms." That's how we woke up next morning, Kelly laying

in my arms, and Meg with her head on my chest as usual, and with my

other arm wrapped round her holding her close to me. I gave Kelly

another tummy rub while Meg went and made us all some early morning

tea, she came back just as Kelly cried out as she experienced her

first orgasm while she was on her period. We showered together again,

Kelly being less embarrassed at having me so close to her. After

breakfast we all went to the mall where Kelly met up with her cousin

Jenny and the twins. She spent an hectic few minutes explaining about

how she started her periods, then made them all jealous when she told

them about my treatment. We went home for lunch, and later in the

afternoon Sandi came to collect Kelly, getting an in depth report on

what happened and how good she felt. When they were ready to leave

Sandi came up to me, gave me a warm loving kiss and said softly "Of

course David darling, you do realise they'll have to come back soon

so you can take their cherries, don't you?"

End part 3...............

Continued in part 4

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