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HAPFAM3 movie slipped arm round


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

This work is the intellectual property of the author davidb234 and he
claims the copyright. It may be posted or archived to any free site,
but not to any commercial or pay site or organisation, without the
authors express permission.
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This is a work of adult fiction and contains descriptions of sexual
acts between consenting adults and others. If you are under the age
of consent where you reside delete this file immediately. If it is
illegal to obtain this sort of material where you reside delete this
file immediately. Otherwise read and enjoy!

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

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

"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

"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

"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

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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