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Introduction:

How I fell for my teenage niece.

If you have a problem with underage or incest... Please just leave the page now! If you are looking for a quick jerk, I totally understand, been there myself, but you might want to look somewhere else first. However PLEASE come back, you may enjoy this story.
This is my first attempt at writing since high school. I haven't written anything longer than a one paragraph product review in 25 years. I wanted to explain the thoughts and feelings that led up to these encounters I'm writing about, so it may be a little long. Please leave me feedback and comments, even negative as long as they are constructive. There are about 6 more chapters I plan on writing if anyone is interested in reading more.


I have changed the age of my Niece to be compliant with the rules. This also throws off all future timelines. I apologize for any confusion, however I hope you will understand.
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My Beautiful Niece Kaylee


My name is Ben. I am a pretty average guy. I have an average job with an average salary. An average home, and an average social life. I'm pretty tall, but not much more than average. A full adult life of being a contractor has left me with a muscled upper body, and arms, but I admit I have a beer gut and a small spare tire to match. Not good looking but not a troll either. Really just your average middle aged guy. Up until 4 years ago, I would have said I had an average sex life. A few serious relationships but never married. A few one night hook-ups but definitely not a male whore. I don't have any strange fetishes, or out of the norm attractions. My past has been all 1 man, 1 woman encounters. My sexual experiences have all been, well... Average. Then things changed.

I am the middle child in a perfectly normal family. I have an older sister named Betty and a younger sister named Patty. Betty has two sons, and no uncle could be more proud. Football, baseball, Boy-scouts, everything you expect from a middle class suburban family like my sister's. Then there is Patty. At 15 she started becoming really rebellious. Wild hair and clothes, sneaking out, drinking with friends all night. Being older than her by 8 years, I had already moved out and didn't have much input in her life. That changed when she turned up pregnant at 16. She said it was the only guy she had ever been with and I believed her. However, he claimed it was not his kid and that a slut like her could never be trusted. To top it off he beat the hell out of her, skipped town and moved away. ( oh boy how I would love to know where.) My parents had no idea what to do with her so she moved in with me. I told her that if she was going to keep this baby she had better straighten up and fly right. To her credit she did just that. Finished school, started taking some cooking courses at night, and at 17 gave birth to my beautiful niece Kaylee.

For another year they lived with me and I admit the house seemed pretty empty when they left. We would have dinner at least once a week, and the occasional weekend outings. For all manner of things I was the father figure in my niece's life. My sister had started working at a local restaurant, and "Uncle Benny" became a convenient baby sitter. I would complain all the time but really I enjoyed doing it. As my niece became older we developed many of the same interests and past times. We both love reading, watching movies, horseback riding ( I have a small ranch. ), target shooting, and many other activities. We could sit around and just talk for hours. So to me babysitting was more like hanging out with a friend. So when my niece was around 10 and my sister said she needed a big favor I was willing to step up.

My sister was offered a promotion at work to become the assistant chef. It was better pay but would require long weekend hours. So, I started picking up Kaylee on Friday afternoons, and usually kept her till Sunday evenings. She had her own room and bathroom, and kept some clothes and essentials there. Some nights she would stay with friends or I would get a sitter and go out, but for most weekends it was just us. We would hang out all day and at night usually watch a movie before bed and then would talk about our favorite parts or the parts we didn't like, then I would send her off to bed. I would wait for her to yell to me, then we had our bedtime tradition. I would come up and tuck the covers around her and kiss her 3 times. Right cheek, left cheek, forehead, and with each kiss she would say I, Love, You. Then lights off. She made me promise to always keep up the tradition even if she got too old for it.

Time passed but little changed with us. Kaylee started High School, was an honor student who was taking Advanced Placement classes, joined the track team running medium distance races, and still found time to make a little money babysitting from time to time. She obeyed the rules, didn't curse, drink, or smoke. She would do her chores without too much complaining. She really was a good girl. Her mother said she could stay home alone if she wanted but both of us loved our weekends together.

One afternoon when Kaylee was 16 and I was 39, we enjoyed a full Saturday of shopping, running errands and eating at our favorite lunch spot. She asked if we could stop and rent a movie and we decided on a silly animated new release that looked like it could be funny. We grabbed a pizza and headed home. After dinner I made a cocktail and settled in for the show. Kaylee came down after awhile in her usual over sized T-shirt and rainbow slippers carrying her pillow. I have always thought my niece was a cute girl but tonight I realized that she wasn't really cute anymore, she was turning into a beautiful young lady! She had straight blond hair almost down to her waist that she almost always had pulled into a ponytail. She looked nothing like my sister except they had the same bright green eyes and full pouty lips. A small upturned nose with just a light spattering of freckles. Very light skin with surprisingly few blemishes for a girl her age. She was only about 5'2 and with all the running she did she had no extra fat on her. Other than that I really couldn't have told you. Kaylee always wore baggy and over sized clothes, and actually shopped in the boys section most of the time. I knew she started wearing bras a year or two ago but couldn't guess what size she was. I realized that I should probably start looking out for teenage boys creeping around.

"Ready for the movie?" she asked as she walked into the room.

"Sure" I replied. "You put in the DVD and I'm going to make another drink."

When I came back from the kitchen she had curled up into her usual spot and we started the show. After a bit I got up and made another drink although I didn't often drink much during our movie time. When I got up for yet another a bit later She said "Yeah, this movie isn't very good but we paid for it so we should at least finish it."

"Of course we will" I said, so she pushed play. Like she sometimes does, she moved over, put her pillow in my lap and snuggled down. As I was setting my drink down I happened to glance over at her. Her legs were curled up on the couch and her shirt was pulled up a little past mid thigh. "Wow" I thought, now just a little buzzed, all that track practice has done wonders for her legs. Although Kaylee's legs were short they were perfectly proportioned for her size. Her skin was pale. The calves were slim but muscular and her thighs were much more shapely than I would think a 16 year old's would be. Her legs looked firm and strong with great muscle tone. I found myself glancing back more and more. "I'm her uncle!" I kept thinking. "I shouldn't be checking out her teenage legs". But then I would find myself looking back one more time. Damn! Am I too drunk or am I just some sort of pervert?

I reached toward my drink telling myself I would look no more, and as I did she scooched up a little. Of course I looked again. Her movement had pulled her shirt just a little higher . I could now see the leg band of her panties. Her whole leg was now on display for me to look at. Wow! The skin looked so smooth her thigh so nicely shaped I just wanted to reach down and caress it. I leaned over and took another drink. Big mistake! That pulled her shirt up even farther. I could now see 1/4 of her little panties and it seemed like they were covering a very nice ass. I could just see the curve of the bottom of her butt cheek, and she had a much more pronounced apple ass than I had ever noticed before. Her panties were white cotton with little blue polka dots. Might have been the cutest sight I had ever seen.

I had totally given up even an act of watching our movie and was completely staring at my 16 year old niece's perky ass. Man, I realized I had a chubby starting. I leaned away from her one more time even though my drink was now empty. She rolled a little more onto her stomach giving me a fantastic view of one whole cheek and a generous helping of butt crack too. I was trying so hard to stop looking but the sight was too amazing. I'm just looking I figured, I'm not touching. No harm right?

Well by this time I was rock hard and it was really starting to hurt. Right about the time I thought I should get up and go to the kitchen till I could cool off a bit, Kaylee once again changed position. This time she moved her head around right on top of my crotch.

"What is in here?" she asked reaching under the pillow. "It's poking my ear"

"Oh Sweetie Don't!" I shouted. But it was too late. She had reached under to move whatever was bothering her and grabbed a handful of her uncle's erection.

"I'm sorry, I'm sorry!" she yelled herself. "Ummmm was that what I think it was?"

I was too mortified to think straight. "Let's just finish this stupid movie and forget about it." I sort of snapped at her.

She sat up and moved to her side of the couch holding her pillow in front of her like a shield. "OH man!" I thought. "I have screwed things up really bad!"

The movie ended about 15 minutes later. I don't think I even heard or saw a bit of it. When a movie ends we usually start talking as the credits roll. This time we sat there till the credits ended in total silence. "Well screw it! Guess I'll just get drunk since I've probably lost my niece and my friend all with one erection." I thought to myself. I got up and stalked to the kitchen and made my drink a double. When I came out Kaylee hadn't moved a muscle. I figured she hated me and was disgusted in equal amounts. So when she spoke I was more than a little confused.

" I'm sorry Uncle Benny. I am SOOO sorry." Her voice was soft and sounded like she was fighting back tears.

"What? Kaylee you did nothing wrong! It was all my fault. Why are you apologizing?"

"Because I touched your... thing, and now you are mad at me."

"Oh Sweetie! That was not your fault and I'm not mad at you. I was mad at me and ashamed at myself."

"Why?" she asked me sitting up and finally looking at me. My turn to look away now.

"Because of the... condition I was in" I answered lamely.

There was perhaps 3 minutes of silence when she finally asked "why was it hard?"

Great! Not the conversation I needed while drinking. "Well Kaylee... When a man gets aroused his, um, penis enlarges and..."

"Not that!" she shouted out kind of sarcastic and condescending like only a teenager can. "My mom has had "The Talk" with me, and we learned about it in health last semester. Plus I DO have friends you know? I meant, why was yours hard? We were watching a lame kids movie."

I have always talked to her like an adult, and I have made a point to never lie to her so I decided I wouldn't start now. " I don't know if it was the drinks or maybe just that I haven't dated much recently but... I... Well... OK I'm not going to blame anything but just plain me. We were sitting here and your t-shirt had pulled up... and I have never noticed how nice your legs are... and I could kind of see your panties... and a little of your butt...and I wasn't meaning to look...and I would never touch you inappropriately or anything...and I didn't mean to think about it... but. I'm sorry." I stammered out like a nervous boy.

She was really quiet and looked about to run away. "You mean you were looking at me when that happened?" she asked quietly and kind of hesitant. "It was like that because of me?"

" Kaylee, I am sooo sorry! It will never happen again! I won't do anything like this ever again. Please don't be mad at me. I don't know how to make this better between us but I feel horrible." I was near tears I felt so guilty. We both sat there looking at the blank T.V. screen for quite some time. I figured she was deciding whether or not to call her mom to pick her up or call the cops on her pervert uncle. She said something so quiet I didn't even hear her. "What K.?"

In a quiet shy voice she had never used with me before she said almost into her pillow, "I said... you can look at me some more if you want to."

I almost fell off the couch! There is no way that she actually just said that. "Why would you say that?" I asked.

"Well when you said that you got a... well you know, because of looking at me, it made me feel kind of special. Pretty I guess. It felt good to know you liked seeing me that way."

"Honey" I said. "You don't have to let me look at you like an old perv. for me to tell you how pretty you are."

"But you have never looked at me that way before you saw my panties... I want you to look at me and see what you think."

By this time she was having a hard time looking at me. Her face was pink from blushing and I could see her hands trembling. She stood up from the couch and walked in front of the now blank T.V. I knew I better put a stop to this before it got out of hand. "Kaylee! You don't have to do this. I think you are a very pretty girl."

"I know I don't HAVE to do this. You would never MAKE me do something like this. I trust you Uncle Benny. I want to do this." She looked at me for a moment like looking for a response. "Do you want to look at me?"

I was stunned I knew I should say no, but all I did was look at her and nod my head.

Kaylee reached down and grabbed the bottom of her t-shirt. Hesitated a bit, like she was debating if she should really do this, then pulled it slowly off and dropped it next to the couch. She was wearing white cotton bikini underwear with little blue dots and a matching bra. The panties and bra both had little blue bows right at the front. They were not meant to be sexy, just a cute combo that any teen could buy at any store, but right then I thought they were sexier than anything that Victoria' Secret had to offer. She was just standing there, looking down, sort of fiddling with her hands. Her cute little figure just there for me to stare at. She started to turn around slowly so that I got a good look at every side. Then she did something I wasn't expecting.

After her first turn she reached behind her and started to unhook her bra. I couldn't have turned away if a car had driven through the living room wall. She got it undone and slowly pulled down the straps while keeping the cups in place. This wasn't some sort of dance or strip tease. This was an embarrassed 16 year old girl letting a guy see her boobs for the very first time. She pulled the bra away and let it fall beside her discarded shirt. Damn! It was a beautiful sight. Her breasts were not large but more than I had realized she was hiding. Probably a full A cup (32A I later found out.) that were perfect in every way. They were small half domes that sat high and firm with no idea what the meaning of gravity is. Her areolas, almost dead center, were the size of quarters and a dark pink that made them stand out from her pale skin tone. Although it was quite warm both were capped with small nipples that were popped out and hard. They had a small amount of freckles over them that just added to the complete cuteness of the whole package. When she started to move a little they hardly jiggled. So firm and perky,I wanted to jump up and take them in my hands and kiss them.

I let my gaze wander down her body. Her stomach was as flat as as a board. Her waist was tiny, and bloomed out to well shaped hips. Small, but perfectly in proportion to her small size. Her legs were lean and muscular.

Then she surprised me again. Her thumbs came down and hooked the waistband of her oh so cute panties and she bent toward the floor and stepped out of them. At first I thought that she either shaved, or had yet to grow hair down there. However at second glance I could see light blond wisps of mostly straight, downy soft hair in a triangle that was hard to take my eyes off of. I looked up to see that she was slightly smiling but her face was no longer pink, it was bright red in her embarrassment. She started to turn around again, ( I think to avoid eye contact as much as letting me see everything.) When she was facing half away from me, I started seeing the best part yet. Her well toned backside was sticking out from her petite frame by a couple of inches. When she had her back to me it just got better. A perfect heart shaped ass!

Let me say I have always admired a well formed ass. I have looked at them with pleasure since the day I knew I liked girls. I have seen a great many in my day, from girlfriends to strippers, porn stars to swimsuit models, athletes to random girls on the street. I could go on and on about the merits of a firm perky backside. My cute little 16 year old niece's butt beats them all hands down! I know that there are many differing opinions between men about girls butts, but there are some that are universally admired. This is one of those. Her legs went up and made a perfect ass of themselves. The holy grail of butts. Kaylee runs almost every day. She loves to hike, bike and even started working out at the gym with her track team this year. Even when at my house she often rises before me and runs two to three miles. Her muscular butt is the trophy she gets for all this hard work. If you have never looked at a girls track and field star from behind I really suggest you try it. And right here, 5 feet in front of me was the nicest ass I have ever seen.

I really don't know how long I sat there. Kaylee did 2 or 3 slow spins and then stood still. 3 minutes 30 minutes? No idea.To tell the truth I'm not really sure I even breathed. Kaylee let out a little giggle and I was so glad to hear it that I snapped out of my trance. "What is it?"

She was looking down at the front of my shorts, where I was sporting a pup tent with the added bonus of a small wet mark. " It looks like it happened again." She said happily.

I was speechless as she was still standing there with nothing on but her rainbow slippers and a blush. "Well?" she finally asked. "Do you think I'm pretty?"

"Oh my God Kaylee! You are so far beyond pretty I'm not sure there is a word for it!" I replied without ever looking away from her beautiful nude body. "You are damn near perfect!"

She broke out in a huge smile that could have lit up the sky, her blush faded and she stood up a little straighter her breasts pressed out a little more confidently. She seemed to have totally forgotten that she was standing there naked. She looked both proud and extremely happy. "Oh Uncle Benny, do you really think so?"

I stood up from the couch, "Have you ever known me to lie?"

"Thank you!" She ran the 2 steps and jumped into my arms! I was standing there holding a gorgeous teen without a stitch of clothes on. I held her close for a minute and whispered in her ear. "Thank you for letting me see all your beautiful secrets." I put her down on the ground. "Now I think you better get upstairs and get ready for bed before things get even more awkward." And without thinking I gave her a soft playful slap on her bare rear end.

She looked me right in the eye and winked! Then let out a playful "MMMMM". She then turned and right in front of me she bent over and picked up her clothes. That wonderful ass in clear view. Then she slowly walked over to the stairs and turned for one last view of breast. " I'll call when I'm ready for bed."

"Just go you little exhibitionist!" I half shouted, half laughed. And I'll be damned if my little, shy, innocent niece didn't wiggle her ass at me!

Well... with a smile that bright I figured I hadn't screwed her up too bad. I mean come on, all I did was a little harmless looking right?

I grabbed the dirty dishes from the coffee table and took them into the kitchen. "OK you old perv," I said to myself " that's it! You had your fun looking at a young girl but it stops RIGHT THERE!" I put the dishes in the sink and grabbed a glass of cold water. I kept thinking about that perfect petite body. I felt like I should feel guilty but why? I didn't ask her to strip. I didn't molest her. She seemed so happy when she went up, and really didn't seem bothered by what had happened. Sure I was going to masturbate like crazy tonight thinking of my lovely niece but what's the harm in fantasy? I guess I felt bad about not feeling bad.

After finishing up the dishes a call came down the stairs."Ready for bed!"

I climbed the stairs and headed into Kaylee's room. I admit I was a little let down to see she had her nightshirt back on. I walked over, grabbed the sheet to pull it up when she stopped my hand. "Thanks for making me feel so special tonight"

"It was my pleasure Sweetie! But you know we probably shouldn't have done that, and we definitely better keep that secret to ourselves."

"I know that Uncle Benny, but I still enjoyed it." She was looking at me like she had something to say but didn't know how. "Is something on your mind?" I asked.

"Uncle Benny... Would you get mad if I asked you for something?"

"Of course not!" But that doesn't mean you will get what you ask for."

She looked at me for a minute looking for the words. "Would you teach me how to kiss?"

"You have never kissed a boy? Not at school, or summer camp, or on the track bus?"

"Nope. Most of my friends have. Sometimes they make fun of me because I never have. They call me prude. But I think that you would be a good guy to show me how."

Oh great! Now what am I gonna do? "Honey, I'm not sure that is such a good idea. I'm your uncle, and that's not proper. Plus I'm older than your own mother! Wouldn't you rather do that with a boy your own age?" I knew if she wanted me to I was going to do it. I was hoping she was going to back down.

"No. I want it to be with someone who I trust and won't make fun of me if I do something wrong. Even though you are my uncle, you are also my best friend. Besides, we weren't being very proper earlier were we?" Well... she had me there.

"Are you sure?" I asked "I would hate for you to do something and then feel bad about it later"

Her face lit up with that million dollar smile again "I'm sure!"

"OK sit up" She sat up straight in bed while I sat next to her. "First thing is to just be comfortable. Put your arms around my neck and I will put mine on your waist. Don't over think what you are doing just let your body do what feels right. Now I'm going to lean in and kiss you, just feel the moment and relax. When our tongue's meet just slowly explore each other and go with it. Most of all enjoy it. Kissing can sometimes be the most passionate part of a relationship."

Last chance to back out I thought. Then it was too late. I leaned forward and softly met her lips. They were full and soft and felt incredible against mine. I didn't rush to open my mouth, just enjoyed the soft lingering kisses she was giving me in return. At about the same time our lips parted and our tongue's crept into each others mouths. As most first kisses go, there was a short adjustment period. First she was a little timid but soon began getting a little more aggressive. We closed our lips to finish, just to start in again. Her hands tightened on my neck and she started rubbing my neck and the back of my head. My arms pulled her closer and started caressing her sides. I pulled my lips away just enough to take her lower lip in my mouth and softly nibble and suck on it, when I did she gave a sexy sigh. My thoughts disappeared, I was seeing bursts of light behind my eyelids. I didn't think of right or wrong, just how this moment felt. My hand moved around and cupped her right breast. She pulled back just a bit and gave a sharp gasp. "Yes!" She half whispered half moaned into my open mouth. Then she took her turn pulling on my lower lip as I rubbed my thumb across her nipple. I could feel her soft sighs as they went right into my open mouth. I squeezed the breast I was holding while I moved my hand in small circular motions. This made her moan even more into my mouth. Our tongue's were dancing circles around each other, and our bodies were trying to pull closer than they already were. Her hands were in my hair pulling my open mouth harder against hers. I knew if I didn't stop now there would be no stopping. I started to lean back a bit but she leaned with me. I finally put my hands on her shoulders and gently pushed her back, loving the small whine she gave at our parting and giving her one small last kiss just as we parted.

"Wow" That's all I could say. I leaned over resting on my arm. "Really WOW"

Kaylee was a little glassy eyed but smiling widely "That was awesome! If I had known it was that much fun I'd have been begging boys to kiss me for years. Does it always feel so good?"

"I told you a kiss could be passionate." I replied "Sometimes two people just really click when it comes to kissing. I'm pretty sure that there is no more "teaching" I can give you. That one got you an A+ for sure."

She was giggling again, and pointed at my shorts. "I can see that. Looks like I'm three for three." Sure enough I had a rise in my shorts that was undeniable. "Can I see it? I've never seen one before"

"Never? You live in the internet age!?! You have never seen a penis?"

"Well babysitting with Brittni we have to change her baby brother, but I don't think that counts. And both of us have laughed about the male horses out back... it looks like they have a guy trapped inside reaching his arm out!"

I had to laugh at that! Yeah, I guess I fall somewhere between a baby and a horse in the size department. "Kaylee. You are a really young girl. I don't think you should be seeing your uncle's penis."

"Should my uncle be looking at me naked?" She shot back at me. I had to look at her to she if she was mad or just playing. She didn't seem upset.

"You got me on that one. So is this considered extortion or blackmail?"

"Why don't we just say a favor returned?" She said smiling.

I stood up from the bed without any more thinking. I untied the gym shorts I was wearing and lowered them down. When my hard dick slipped free from the waistband it sort of bounced back against my body. Kaylee's eyes were glued to my crotch. "Whoa, It's so big!" I almost laughed out loud. It's the kind of thing a girl says to make a guy feel good about himself, but I could tell she really meant it. In truth my size is quite normal, kind of big around, but a little on the short side if you ask me. But what guy in his right mind is going to tell a beautiful girl that?

I stood there and let her look for a minute or two. "So how long will it stay like that?" She asked without looking away from my crotch.

" Probably till I go to my room and can masturbate " I replied honestly.

"OK, but not until you kiss me just one more time. You know just to make sure I got it." She said this in a way that I knew she was just using as an excuse but since I didn't see much harm in doing what we had already done I agreed.

"OK, but just one kiss."

I leaned in and we began kissing again. I knew I was in trouble right away. There was no awkward movements, no hesitant pauses, we started kissing like a couple who know exactly what each other wants. Her hands were back on my neck, mine were pulling her closer to me. It was like we had always been waiting for just this moment. My hand had a mind of it's own and went right back to her breast, rubbing the hard little nipple through her shirt. One of her hands ran down my back felling so soft and warm. I moved my hand and lightly pinched the nipple on her other breast. I was rewarded with a soft moan against my lips. She moved her hand down and was rubbing my upper thigh and it felt great but my brain tried once more to put a stop to this. I started to pull away but the arm around my neck tightened. Still lip to lip she whispered "No, it's okay". I'm not sure if she meant that she was OK, I was OK, or if the situation was OK, but I knew if this is what she wanted I couldn't restrain myself anymore. Looking her in the eye I put my hand behind her back and lowered her gently back onto her pillows. With her on her back and me on my side I could kiss her and use my right hand to caress her all over. We continued kissing as my hands alternated kneading both her breasts. Both her nipples were hard as little pebbles and from the little sounds she was making, she seemed to get a lot of pleasure from this. I let my hand stroke down and ran my fingers lightly over her flat stomach. I then left her lips to run kisses down her cheek and along her jaw. When I started to kiss and lick her neck her breathing picked up a bit. I have always been a sucker for someone kissing my neck and it seemed she was too.

She reached down and took my hand in hers. She started to lower it from her stomach to her waist, I wasn't sure what I should do and stopped for a second. Her lips came down and kissed my ear. Then she softly nibbled on my earlobe. She put her mouth against my ear again while slowly pushing my hand a little further. Her breath in my ear had my heart hammering like a drum and she said just one long drawn out word. "Please".

I went back to her lips and kissed her deeply. My hand went below the hemline of her shirt and on top of her underwear. I let my hand cover her whole mound while pressing down but not centering on any part. Then slowly I started to explore with my fingers. I could feel her soft bush through the thin cotton. I let my fingers go down farther I could feel her slit. Her panties were damp through the crotch and I could feel the heat baking out like a little furnace between her legs. I ran my finger slowly from the bottom of her slit to the top where I felt her tiny little pearl. Her body went rigid and she arched her back slightly. "Oh that feels so good!" she gasped. I traced that path a few more times while at the same time kissing her neck and ear. Her panties were now soaking wet. The feel of her was incredible. I started to circle her nub and press harder. The reaction was instant, her breathing was like an engine, and she was trembling all over. Her hand reached over and grabbed my dick I thought I might explode right then. It was obvious that she had no idea what to do with her hand but any touch at all was enough to drive me crazy. I intensified the pressure on her clit and nibbled her ear. She was practically panting now.

"Unnnggghhh oghhh anhhh" I'm not sure what language it was but I thought I knew what it meant. Her chest and shoulders jerked back then her stomach raised up and for a second she seemed to stop breathing. Then in a huge rush, her breath drew in and she yelled "OH Yes!" Her strong legs clamped together on my hand then flew apart just to clamp shut again. I kept circling her clit but reduced the pressure a little. She was taking huge gulps of air and her hips kept bucking up and down. There were little involuntary jerks through all her muscles. Her face was red and her eyes squeezed shut. If anyone was to see her they would think she was in great pain. I have a feeling it was quite the opposite. I stopped rubbing her and placed my hand flat against her mound again just pressing down against the whole area. She whipped her head to the side and almost screamed at me "Kiss Me!" Who was I to deny a lady?

After a few more minutes of soft kissing she seemed to be back in control, so I gently kissed her lips and backed off. "What was that?" she panted.

"Congratulations baby girl." I smiled down at her. I pulled her in close to my body. "I'm pretty sure that you just had your first orgasm."

"Well I'm going to want a have a whole bunch more of those!!!!" She laughed. "I thought I might be having a heart attack and a stroke at the same time as being hit by lightning and I loved every second of it! I feel like I wet myself! I want to call everybody I have ever met and tell them about it! I want to update my page to I Had An Orgasm.com! I want to scream! That was so cool!"

I had never had the privilege to see anybody have their first ever orgasm before, let alone being the one to give it. She acted exited, happy, even proud of herself. I had a mixed feeling of arousal and pride. I felt like screaming myself!

She pulled my head down and started giving me small kisses all over my face. "Thank you! Thank you! Thank you!" She pushed my shoulders back till I was rolled over on my back and she was leaning over me. She looked deep into my eyes and with no embarrassment at all said "I don't know what to do you have to show me." She reached down and gently held my dick in her small hand.

"It's okay you don't have to..." She wouldn't let me even finish, she put her finger against my lips "Don't even try to stop me!" She said looking in my eyes like a girl possessed. I almost wondered what would happen if I did try to stop her. I figured I would let her go.

Kaylee always keeps a bottle of cocoa butter on her bed side table. I pointed to it. "Take a little of that, and just do this." I took her hand and grabbed the first two fingers and simulated stroking. She took a little lotion in her hand and started.

The cold lotion against my hot pulsing hard-on combined with the pressure of her grip almost blew the top of my head off. It felt so good. But the sight of my young niece wrapping her hand around me and starting to stroke was even better. She was sitting beside my thigh, with a look of concentration like she was performing surgery. Her brow was still beaded with perspiration from her own exertions, and her hair was all askew. But to me she was more adorable than anything I had ever seen. Her hand was moving up and down with little squeezes on both strokes. I knew that with everything else that had happened tonight I couldn't last very long. Her hand picked up pace and I took a sharp intake of breath. "Oh god Kaylee! Just like that!" Without her looking up I could see her smile. It looked to me like she thought this was a competition for her, my orgasm was the prize, and she knew she was winning. Her hand kept going up and down and she started throwing in a little twist as it got to the head. It was incredible! My heart was pounding, my breath coming faster. "Oh Sweetie I'm going to cum." She was so intent on what she was doing. She was leaned over my crotch. I gave a moan and a huge jet of cum flew up all over her t-shirt. The way she jumped made me think it surprised her a lot. Another thick spurt flew up and more got on her shirt and some even hit her face. I might have felt bad about this, but at the time I had bigger concerns of my own. My eyes were rolled back, sounds of all sorts were coming out of my mouth, my back was arched and my hips were bucking out of my control. Through all of this she didn't stop stroking my cock. More cum hit her shirt, more on her face, some on her arm, I wouldn't be surprised if some hit the ceiling! After 3 big spurts and a few little ones I thought I might actually die of pleasure. I had to reach down and grab Kaylee's hand. "OH DAMN! That's enough Oh hell!" That was a hand job to end all hand job's!

"Whoa! That was awesome! I know what semen is but I had no idea it came out like that! Look at my shirt! Some even got on my cheek! I better get this off!" She pulled the shirt off revealing those perky little breasts again and I reveled at the sight. She took the shirt and wiped her face and arm then threw it over her shoulder. "Does that mean I did it right?"

Between breaths I said "That was... incredible... sweetheart... I think... you won!" I pulled my niece into my arms and cuddled her till I caught my breath. I almost fell asleep I was so spent. I could feel her relaxing next to me. "No regrets?" I asked.

In a sleepy voice she said "Are you kidding me? I think this is the best night of my life!"

" I'm glad I could enjoy it with you. Ready for bed now?"

"Totally, but you stay here a minute, I need to go to the bathroom and grab a clean shirt, and I better change these panties too." She let out a giggle that was too cute for words. "Oh wait! I guess I can change with you in here can't I?" She jumped up and pulled down her underwear giving me a quick view of her little cunny under that great ass and walked to the dresser. She pulled out another pair of panties and a fresh shirt, and turned around.

She put on a shocked face and gasped theatrically "Why Uncle Benny! Are you watching me naked?"

I just smiled and replied "Yup! As a matter of fact I am!"

"Good! I like it when you do!" She put her clothes on and came back to the bed. I stepped out and put my shorts back on. I pulled the covers up and gave her the three kisses and she replied with the "I. Love. You!" But then before I could straighten up she grabbed my head and gave me a solid open mouth kiss. "I think that should be our new tradition from now on!" Then, without another word, she rolled onto her side and closed her eyes. I walked to the door and turned out the light.

I went downstairs wondering what the hell just happened. "Fuck it" I said out loud. "Might as well get drunk!" And believe me... I did.

++++++++++++++++++++++++++++++++++++++++++++
The next morning I didn't wake up till 11:00. My head was pounding and my eyes were on fire but I got up and went downstairs. All was quiet as I entered the kitchen. There on the counter was a note from my niece, and after closing one eye to read it I had to chuckle.

From what she wrote I could tell my sister must have been reading over her shoulder as she wrote. However Kaylee is as smart as they come and I read her note again reading her hidden meanings.

Uncle Benny!

Mom called my cell this morning and wanted to go shopping before she had to work. WOOHOO SHOPPING! You were snoring like a big ole bear, and Mom said from the look of the empty bottle on the counter we should let you sleep. I'm studying at Brittni's this afternoon so wont be back. Mom says dinner Thursday night , our house.

I LOVED the movie last night! I think it's my new favorite! I can't wait till next weekend to have our movie marathon!

Love Kaylee!

Oh shit! What have I gotten myself into?

To be continued....

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