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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Chapter 3

I awoke at the sound of footsteps outside my bedroom door. From the light coming through the window I could tell it must still be early morning. Normally, I can probably sleep through a train wreck, but the sound of approaching steps will wake me every time. Since I wasn't too worried about intruders in my home, I was fairly certain that it was the sounds of the only other person in the house... Kaylee. Just thinking of her made me smile. My niece stayed with me on weekends and I was sure that it was her about to enter my room.

Kaylee is 16 years old and I had only recently realized how beautiful she has become. I have also recently started a very inappropriate relationship with her. Last night she basically told me that what we did was between us and no one could tell her what she should or shouldn't do with her body. As long as I had her permission I could do whatever I wanted to her. I was curious to see what that said about these footsteps.

My bedroom door opened to a sight that any man would love to wake up to. Kaylee was standing in the doorway without a stitch of clothing, looking at me with the most beautiful smile anyone could ever hope to see. "Good morning Uncle Benny!"

"Well, good morning to you Sweetheart!" I couldn't help but chuckle. "I think, maybe, you forgot to get dressed this morning."

"Well I looked for a nightshirt... but for some reason I couldn't find a clean one." She gave me a look of complete innocence. "Besides, I wanted to get here right away to let you know I hadn't changed my mind! I know how you worried the last time."

I laid there in bed looking at her from head to toe. She was maybe the most perfect thing I had ever seen. 5"2", tight athletic build, long blond hair and bright green eyes. Small breasts with the cutest little nipples, a small blonde thatch of pubic hair, and an ass that could stop traffic!

"Well that's good. I would hate to lose the greatest butt in 49 states!" I replied.

"Um, pretty sure there are 50 states." She said as if correcting a wayward student.

"I know that! But there is a girl in... Utah I think, that got the in state title. Sorry...Rules are rules!"

She gave me her best look of indignation "What?" She turned around and gave her butt a little wiggle from side to side.

OK... Maybe she wasn't COMPLETELY innocent. "Give me her name! I'll send her girl scout cookies till she's big as a house!!!"

She turned, ran 3 or 4 steps and literally jumped into my bed, landing half on top me. She was laughing happily. "OOOFFFF! Oh Jeez! What a way to wake up!" I groaned. "Flying blonde teenager!" She pressed her lips to mine and gave me a long, solid, wet kiss.

Now you can argue all you want about bed head, or morning breath, but I have always loved starting my day off with a good kiss. No matter how bad your day ends up, you can always look back at it and smile. This one ranked up there among the best! She finished the kiss and whispered in my ear, "I thought about us all night long!"

"So did I." I took her in my arms and pulled her on top of me. I kissed her and put my hands against her back. As I kissed her my hands roamed down her back to her incredibly cute backside. I paused to say, "I think it might have been fixed. I'll give you all 50 states."

"You better!" She leaned forward and kissed me some more.

Her small body on top of mine seemed to weigh nothing. With her on top of me we could kiss without the height difference being a problem. It also allowed me to reach around her with both hands and grab what is by far my favorite feature. Plus, her muffin rested right on top of my morning wood! This has become our favorite position, and we sometimes spend hours laying like this kissing, touching, or even just talking.

I continued to kiss her as I massaged her cheeks from behind. Her hips started to move slowly from front to back, creating friction between us that felt incredible. I have always slept without clothes, and Kaylee was also nude. The only thing separating our bodies was a thin bed sheet. I started to move my hips in time with hers. "Oh Uncle Benny! I love feeling you against me." The warmth and moisture I could feel between us was growing.

"Holy crap" I thought. "It's like I'm in high school again, making out in the back of my mothers car, dry humping like a teenager!" We continued rocking back and forth for awhile.

I was still kneading her ass, while also pulling her down on top of my erection. It felt so good, kissing her, feeling her firm backside and rubbing together in a simulation of sex. I barely had time to realize I was about to cum.

"Kaylee!" I gasped! "You feel so good!" I felt my whole body tighten, then the release, as all my tension seemed to leave through one central location. I felt the wetness as the sheet between us became saturated with my ejaculation.

I thrust my hips against her tiny body again and again. I could feel our wetness against me as she suddenly seemed to collapse on to my chest. She gave a small shuddering breath against my lips as she slowed the grinding against me and let out a small "Mmmmm".

I laid there for a few minutes loving the feel of her small body on top of me, her breasts against my chest, her breath on my lips, the pressure of her crotch still lightly moving against mine. I was incredibly satisfied, but a bit curious as well. "Honey? Did you just come?"

She leaned back to look at me, gave me an embarrassed little look. "I don't really know what that means."

I gave her a quick kiss on the lips. "That's OK." She was so cute and innocent. "I think we should be past the embarrassment stage, don't you?" I gave her butt a little pinch.

"Hey!" She slapped at my hand and started giggling. "OK! So what does it mean?"

"Well, a man's sperm is usually called cum. So when he has an orgasm he would say I'm cumming, or, I just came."

I could almost see the light bulb go on over her head. "OHHHH! I get it now. I didn't know what you meant when you said it last night." She giggled again. "Now it makes sense."

"So," I continued. "Even though a woman obviously doesn't have sperm, the same terms are sometimes used when she has an orgasm."

"OHHHH! Thanks." She paused a moment. "In that case...Yes, I just," She kind of hesitated to make sure she was saying it right. "came." Her look of concentration was so cute! "At least I think so. It was different than the other times. It felt awesome, but not as wild as the others. It didn't feel like my head was going to explode this time. There was just a really warm feeling inside of me that pulsed all the way up to my belly, with little tingles all over, and I felt light headed and dizzy. I loved it!."

"You seem to be lucky. A lot of women have a hard time reaching climax, and some never do. You are great for my ego!" I kissed her and pulled her in close to me for a moment. Then I rolled both of us onto our sides. Looking into her eyes. "That was a great wake up, but if you think you are getting out of horse duty today you better think again."

I got out of bed and started to put my pants on. Kaylee just laid there smiling up at me. I leaned down for one more small kiss then slapped her on the behind. "Now go get dressed! I'll make us some eggs. You get the toast." I watched her get up and walk naked across my room to the hallway without a hint of embarrassment. Her cute little ass swaying from side to side. That is definitely a sight to wake up to!
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We washed and groomed the horses after breakfast. I'm not sure why I expected anything different, but we easily slipped into our normal roles. We talked and laughed while we worked. She talked about her classes and things that had happened at school. I showed her some improvements that I wanted to make on the barn. We discussed books that we had both read.

She was exited about a favorite book of ours that was being turned into a movie.

"We have got to see it the day it comes out! Maybe we could even take Brittni. She is even more psyched about it than I am!" It was a typically wonderful day with my niece.

"Let's get these horses on the lead walker to dry. Then what do you say about chili burgers for lunch!"

"Sweet!" She walked the horse she had just brushed down toward the walker. "I'm so hungry I could eat a... well you know!"

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An hour later we were at a small burger joint in town. It's the kind of place that seems to need a good cleaning, the cook looks like an ex convict and the waitress will always call you "Hun". However, trust me on this, they have the worlds BEST chili cheeseburger!

Our waitress came up to take our order, "What can I get you Hun?" Never fails!

"I'll take a double with chili hold the tomatoes please."

"And for the pretty one here?" She asked looking to my niece.

"I think I'll have the same please."

I did a quick double take. "A double?"

The waitress looked at me reproachfully, "It's not polite to comment on a young lady's order."

We all laughed, and I looked at Kaylee. "Sorry. If you want a double then by all means get one."

The waitress walked away to put in our order. "Wow Sweetheart! You really are hungry huh?"

She smiled at me sweetly. "I did warn you!" She looked around and there were no other customers close by. She said shyly, "I like it when you call me Sweetheart!" Her cheeks blushed slightly. "It's what Grandpa still calls Grandma, and they have been together almost 50 years. It's soooo cute! I love that they are still so in love!"

"Well then... Sweetheart it is. I would hate to have the waitress come over and have to correct me again."

Kaylee looked both happy and content, but then her eyebrows drew together. "Uncle Benny? Should I still call you "Uncle Benny"?"

She seemed like this question had been weighing on her mind, so I tried to make light of it. "Well it sounds a lot better than Aunt Benny!" She grabbed an ice cube from her glass and threw it at my face.

"I'm serious!" She cried.

I still tried to joke my way out of it, "Well I have been thinking about trying out the name Enrique! How does that sound?"

Kaylee gave me the look of a scolding parent, then crossed her arms and stared me down. "OK", I surrendered, "What would you like to call me?"

"Well... You have always been Uncle Benny to me." She looked like this was hard to say. "But after the things we did..." She trailed off. I felt a moment of guilt.

"Kaylee... If you want to stop..." It was her turn to interrupt me.

"No!" She really looked like this was the last thing she wanted "It's just... Is it weird to still call you Uncle Benny, after, you know, things?"

I looked around to make sure of our privacy. "There is nothing about our situation that ISN'T weird! I'm not sure where we go from here, but I am pretty sure we are making up the rules as we go along." I gave her a wink to try and lighten the mood. "So... What do you want to call me?"

She thought a moment. "No matter what, you will always be my uncle, so I think that is what you stay, Uncle Benny." She seemed to relax.

I could see the waitress approaching with our lunch. "I'm glad! Cause there has never been an uncle who had a better niece than I do!" She relaxed into a smile again.

All conversation ceased as we dug into our lunch. When I finished I saw that Kaylee had almost completely cleared her plate, except for a few fries and some chili. "Where the hell did you put all that?!?" I asked, amazed that such a petite girl had such an appetite.

"Don't worry! I plan to work it off later!" She said with a giggle.

I raised an eyebrow. "Oh really?"

This earned me a french fry and some chili right to the forehead! "I meant I was going for a run in the morning!" She laughed out loud, then in a whisper, "But I like the way you think!"

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Later that evening we picked a movie we had both seen a half dozen times. I made a cocktail and Kaylee changed into her sleepwear. She came downstairs and settled into her usual spot on the couch to start the show. Although it was a favorite of ours I had a hard time concentrating. After about a half an hour Kaylee pressed pause. "Uncle Benny? Do you really want to watch a movie?" She asked sort of shyly.

"Honestly... Not even a little bit" I said. Then in the most innocent voice an old pervert like me could come up with, I added, "But what else is there we could do before bed?"

She put down the remote and crawled to my side of the couch. "Well there is this." Her lips came up to mine and softly kissed. "Or this." Her lips moved to my throat and kissed and licked for a bit. "Or even this." Her mouth moved up to my ear where she took the lobe into her mouth and nibbled and sucked for a minute.

It felt like heaven! My neck and ears have always been sensitive areas and this was driving me crazy in seconds.

"Yeah." I sighed, trying to sound put out. "I guess we could try that for awhile."

While I let her continue kissing my neck, I started rubbing her hips and sides. Her skin felt like warm velvet. I pulled her away just long enough to remove her nightshirt. Then pulled her over to straddle my lap. Kaylee went back to kissing my neck as I massaged her back and sides. She kissed her way back up to my mouth and we kissed for a long time. Just one couple enjoying the intimacy that a really good kiss can bring.

I can totally lose track of time while kissing Kaylee. When we kiss it just seems like we were meant to do so. Maybe minutes passed or maybe hours. She slowly pulled away from me. "I almost forgot!" She stood up from the couch to stand in front of me smiling widely.

"I don't really have anything... "Sexy", but these are the cutest set I own. I packed them on Friday morning hoping you would get to see them."

She was wearing a very cute matching set of bra and panties in purple and green plaid. The bikini underwear hugged her butt in a very appealing way, and the bra cupped her small perky breasts nicely. The bright colors against her pale skin looked great. From where I sat I thought she must really not understand the word "sexy".

"Kaylee you are so beautiful! That you wanted to wear something nice for me makes me feel like the luckiest guy in the world." I said sincerely.

She came back to my lap and kissed me soundly. "You make me feel so pretty when you look at me and say things like that." If me seeing her lovely body made her feel good then I guess I could suffer through.

I reached back and unhooked her bra. I leaned her to the side and laid her back on the couch, removing the garment as I did. I kneeled on the floor next to the couch and took one of her nipples in my mouth. She gave a breathy sigh and put her hand against the back of my neck. I licked and suckled her nipple till it was a hard little pebble then moved to the other. My free hand was tracing patterns across her belly with my fingertips. She was moaning softly and rubbing my neck.

Her hands reached down and slipped the panties off her trim legs. I took this as an invitation. While still kissing her lovely breasts I let my fingertips caress closer and closer to her center. I let my fingers softly pass through her soft pubic hair then turned and trailed my fingertips down one thigh. I brought my hand slowly back up and passed right between her thighs as I softly touched her other leg. I loved the little shiver she gave. My hand moved back up and covered her muffin.

I let my finger run the length of her slit lightly pinching and pulling her lips then circling her little bud. "OH! That's it" she cried out. Her hands took my head and lifted my face to hers. She kissed me fiercely.

My middle finger was slick with her wetness. I slid it down and gently put pressure against her opening. As my finger slid slowly into her she let out a soft cry that was part moan, part whimper. "I didn't hurt you did I?" I whispered with concern.

"Oh God no! That feels so good! I've never felt anything inside me." She gasped "Don't stop!"

I pressed until my finger was all the way inside of her. She was so incredibly tight that even just one finger was enough to seem like too much. I left my finger inside of her to let her body adjust to the intrusion while I used the palm of my hand to rub against her clit. This movement caused my finger to slowly circle inside of her. The response was immediate.

"Ohhhhh Ohhhhh." She repeated again and again. Her hips started to press firmly against my hand, then releasing slightly causing my finger to slide out a bit, then pressing back again. I was afraid of hurting her young, petite body so I figured the best thing was to let her set the pace. I could feel her muscles relaxing and tightening against my hand, as she started to rock farther back and forth. I still kissed her, trying to match the exploring of our tongues to the movements of my hand against her. Her hips increased their pace and I started to press my finger into her in opposition to her movements, rubbing my palm against her pearl on every forward push. I knew she was getting close, but there was something else I really wanted to do. I pressed firmly down on her to keep her still and slowly, gently removed my finger.

"Ohhh Ahhh! Please don't stop." The incredibly sexy, breathless whine she gave me was almost enough to make me come right then. To have a gorgeous girl practically begging you not to stop has got to be near the top on every man's list.

"Shhhh." I whispered against her lips. "There is something I am dying to do."

Nearly panting she just responded, "OhhhhhKayyyyy."

I kissed my way slowly from her mouth to her neck. From her neck to her stomach, then down to give each thigh a kiss. I grabbed each of her legs and placed them behind my shoulders.

I was now facing the pussy of my amazingly beautiful 16 year old niece. Her labia were glistening with moisture, her clit was slightly exposed, and her vaginal opening was mere inches in front of me. I inhaled deeply through my nose, it was intoxicating. I wish I had better words to describe her aroma. It was fresh and clean. I could still smell her strawberry scented body wash. At the same time it was musky and natural. The scent of an aroused female, sharp but completely enjoyable. I bent forward and placed my tongue against her and started to lick.

All the words I lack at describing her scent, are a complete failure at describing her taste. Maybe if you mixed unicorn tears and angels wings with a touch of rainbow dust and a pinch of pure joy? (Oh yeah! That is literary GENIUS!) But seriously... It was indescribable!

"Oh God!" Kaylee's whole body responded at that first touch. Her back arched and her legs pulled my head closer into her crotch.

I placed my tongue flat against her and slowly licked from the base to the top slightly flicking the bud at the top. I repeated the move again and again then gently sucked one lip into my mouth and slowly released it with a kiss. Then the other. I put my upper lip against the top of her clitoral hood and used my tongue to pinch the little button between. I pointed my tongue and inserted it as far as I could into her, then licked my way up again. From the sounds coming from my niece I think I was doing something right.

"Ahhhhhh Ahhhhhhh AHHHHHHH!" She was nearly screaming and I took a second to be thankful that I have no close neighbors. As I started to center on her clit again she really did scream. "Oh yes! Oh Baby! Yes! Baby that feels so good! Oh AUGHH!!"

Her body went momentarily slack, then all hell broke loose. Her hips bucked into my face. She raised her whole body off the couch, supported only by her shoulders, and her muscular legs clamped around my head. I kept flicking my tongue against her button seeing how far I could tease her. Her legs unclasped for a second then clamped down even harder. She shrieked, "AAGGGHHH!" then collapsed back onto the couch.

I stopped licking, but proceeded to kiss and lightly blow warm air onto her engorged clit. Each time a little shudder would pass all over her body. Kaylee was panting and gasping for breath. Little trembles kept affecting different body parts. Finally she forcefully grabbed my head.

"STOP! Are you trying to kill me here?" She cried and laughed at the same time. I came up next to her on the couch. She took me in her arms and held me tight without a word.

After a few minutes to settle down she finally pushed back and looked me in the eye. "I hope you liked doing that!" She giggled and put her hand against my cheek. "Because I plan on having you do that... A LOT!"

She kissed me again, and I said "I think you are in luck! I enjoyed it just as much as you did!"

"Oh I doubt that!" She said, then blushed a bit. "I think I may have screamed a little." She seemed to think about what had happened, and blushed even deeper. "Oh how embarrassing! Did I really call you Baby?"

"Kaylee. You never have to be embarrassed about being turned on. It made me feel like I was King of the world!" I kissed her lips, "And I liked the "Baby" part. I thought it was sweet."

"Really?" She asked. "It didn't sound stupid coming from me?"

"Farthest thing from stupid." I said.

She hugged me tightly. "OK. So I guess that makes us Baby and Sweetheart. If that is not the most disgustingly sweet thing ever, I don't know what is." She laughed, kissed me then leaned away. Looking over at me.

"Oh my gosh!" She exclaimed. "I am naked as a baby bird and you still have all your clothes on!"

I hadn't even realized. I was slightly aware of a painful pressure in my crotch, but was so intent on making Kaylee's first experiences special I had not thought much about it.

"Why don't we go upstairs and see what we can do about that?" I asked. I picked her up from the couch and carried her in my arms to the stairs.

"Put me down before you break yourself!" She laughed. "Besides I have to go to the bathroom first. I'll be ready for bed in a minute!" She ran naked up the stairs. I knew she had no idea what that sight did to me!

I collected her discarded clothes from the living room floor and turned out the downstairs lights. I went upstairs just as she entered her bedroom, still nude.

"Get out of those clothes now!" She ordered me. I obeyed in record time. My erect penis looking expectantly at the ceiling.

She slid into my arms. A short, petite, young, beautiful girl! "I want to use my mouth like you did to me." She said while holding me tight. "But I'm not sure how good I will be at it."

I laughed a little. "I don't think you have to worry much." I leaned down and kissed her, then sat down on the edge of her bed. "I don't think there is such a thing as a bad blow job." She ran her hands over my chest as she went down to her knees.

The sight of my beautiful young niece kneeling in front of me was amazing! Her long blonde hair in a ponytail down her back, her slim frame totally bare, her bright green eyes looking up at me. She smiled as she took me in her small hand, and started to kiss my prick. The shock and sudden jerk I made was completely natural. The excitement and arousal of what I was seeing was pure. She took me in her mouth and I felt that I could come that very instance.

However... soon I thought back to my statement that there was "No such thing as a bad blow job". I said to myself, I might have to rethink that.

I loved looking down and seeing her between my legs, kissing and taking me into her mouth. The sight was so amazing and erotic. But truth be told, in technique, it was awkward and halting. Nothing she did felt bad, don't get me wrong, but I soon realized that there was no way I was going to be able to finish like this. She would lick and kiss getting me close, then stop and try something else. She would take me into her mouth and suck, just to try and go deeper and choke. Everything would feel great, just to then turn wrong. If determination and willingness were enough, it would have been the best ever.

After awhile, I knew the teasing and let down was going to drive me crazy. "Sweetheart." I panted. "Why don't you use your hand?" I asked in the nicest way I could.

I didn't want to hurt her feelings, but I knew I was about to go crazy with need.

She looked up at me with a look that said she just wanted to please me, and I felt an instant need to finish. Kaylee took me in her hand and started to stroke, using her saliva as lube. She smiled up into my eyes and gave me a very seductive, "MMMMM Baby!". The orgasm that had been just out of reach hit me like a ton of bricks!

"Oh God Kaylee! I'm cumming!" My body gave one tremendous jerk and I nearly fell backwards. Kaylee pointed my shaft towards her chest while spurt after spurt covered her perfect, perky tits.

The upside of all that teasing is that it gave me an orgasm that was damn near apocalyptic! The sight of my cum hitting her young chest seemed to draw more out of me. The more that I jerked the more she would stroke, causing more excitement. My eyes rolled back and I could no longer sit upright. I fell to the bed exhausted. "Oh Sweetheart! That was amazing!" I yelled out.

Kaylee continued to give me little squeezes and small strokes but finally let me regain a little sanity.

She leaned over to the nightstand to grab a hand towel that was folded there. She said proudly, "See I thought ahead this time and brought a towel!"

I couldn't help but laugh, she was just so damn adorable. 'Yeah I think that's better than a nightshirt."

She cleaned herself up then climbed into bed and held me face to face. She gave me a soft kiss and rubbed my cheek and neck. We both relaxed into a warm exhausted embrace. After a few minutes she looked into my eyes.

"I'm pretty sure I wasn't very good at that." She was smiling but sounded a little disappointed.

"Do I look unsatisfied to you?" I asked.

"Hmmmm." She quickly kissed my lips. "No, but I know I wasn't doing it right. You are just to sweet to say so."

"Kaylee. It was your first time." I wasn't going to lie but there was no need to be rude. "Next time if you want to try again we can work on it OK?"

"OK. But you know I hate not being good at something." She pouted a little. She really was a bit of a perfectionist.

"Well if you need practice I guess I'm willing to coach!" I smiled and kissed her soundly. "Now I'm going to bed, and I might just sleep till Tuesday!"

I got out of bed and started to put my clothes on then stopped. Hell, if she wasn't embarrassed by her nudity why should I be? I put my clothes on the foot of her bed and pulled her sheets up. I tucked them in and leaned over her. I kissed her 3 times as she said I, Love, You, then we shared a longer more passionate kiss. "Goodnight Sweetheart." I said while standing up.

"Goodnight Baby!" Then I grabbed my clothes and shut off her light.

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Sunday was as normal as any other Sunday we had shared. We cooked a great breakfast together, fed and watered the horses, then headed inside to relax the day away. We curled up on the couch, each reading our latest book. We talked and laughed. We made sandwiches for lunch. Later I turned on a football game while she caught up on a mountain of home work for school. It was just like a normal Sunday, except every now and then we might walk past and give a small caress in passing. Get up for a drink and lean down for a small kiss. We just enjoyed being together.

About an hour before my sister usually arrived to pick up Kaylee, she cuddled up to me on the couch. "Thank you for a great weekend! I love being here with you!" We kissed, both knowing that it would be nearly a week till we could kiss this way again. Keeping our libido on low we kissed and cuddled till we knew that our time was up. "Gonna go put my things together." She said and ran upstairs.

My sister arrived minutes later to pick Kaylee up. "Hey Benjamin! Thanks as always! I would love to stay for a drink but I am afraid I wouldn't stop at one. Brunch was hell today!"

Kaylee came down and gave me a big hug. "See you latter Uncle Benny." I hugged them both and watched them drive away. Damn! The house I have always loved seemed empty all of the sudden!

Later that evening I pulled up my E-mail, I had a message from Kaylee.


Uncle Benny. I had Mom stop by the store on the way home. Picked up a bunch of bananas. Found an interesting site on-line... How to blow like a pro. Looking forward to next weekend! Practice practice practice!
P.S. You should probably delete this!


"This is going to be a really long week" I said.

To be continued:

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