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 MARY ELLEN

   Part II.  Exploring

   That time we played house was the last time our families got together
that summer and in the winter we had to stay inside most of the time.  When
the next spring rolled around, I was 10 and she was 7.  Mary Ellen and I
were looking forward to the chance to play together in the woods again, but
her folks announced that her dad's company was sending him to France for
two years and he was taking my aunt and Mary Ellen with him.  They were
going to sell the house as he would most likely come back to the company's
headquarters in a city about 800 miles away.  I might not see Mary Ellen
for years!

   Sure enough, two years later my Aunt and Uncle moved back to the USA
with Mary Ellen and settled in the city where my Uncle's company was based.
By the time they visited our family.  Mary Ellen was 10 and I was 13.  When
I saw my cousin that first time.  I couldn't believe how much older (and
prettier) she looked.  Even though I was going through puberty and my dick
had grown, I had pubic hair and had started ejaculating; I wasn't prepared
for Mary Ellen at 10.  She was taller, still slim, but her body had more
roundness to it.  While she had no real breasts, I could just make out two
little points where her puffy nipples pushed her blouse out, she had hips
and a small waist with the cutest little bubble butt.  My little cousin was
definitely growing up!

   I must have been staring until she walked up and kissed me on the cheek.
I blushed as my mother and aunt laughed and told us to go watch TV in the
den.  Mary Ellen said that she didn't want to watch TV and would rather
take a walk around the neighborhood as it was a sunny warm day.  As soon as
we were out of sight of my house, she took my hand and told me how much she
had missed me.  "I thought about that last time we were together," she
said, hesitating slightly.  "You know, when we played house and got all
naked."

   "Yeah, the whole time you were gone I wished we could do it again," I
said.

   "But we weren't doing it right," she replied.

   "I know.  I found a book my dad had hidden in his dresser.  The boy is
supposed to put his dick up inside the girl."

   "That's right," Mary Ellen replied, "but we can't do that or I could get
pregnant."

   "That's OK.  I liked it fine the way we did it." I grinned at her.

   Mary Ellen blushed and nodded her head.  "Me too."

   "Only problem is we can't be alone here at my house.  No woods to play
in."

   "But my family is sleeping over for two nights because it's such a long
drive.  Maybe we can find some time tonight." Mary Ellen giggled and kissed
my cheek again.

   We walked back to my house and talked with our families until dinner. 
After dinner the adults talked and drank in the living room while Mary
Ellen and I watched TV in the den.  We left the door open because closing
it would have aroused suspicion.  We sat on the couch together and held
hands on and off.  Pretty soon she leaned over and kissed me on the lips.
It was a chaste, closed-lips kiss but I liked it.  Like most girls at the
time, Mary Ellen was wearing a dress with loafers and ankle socks.  I took
advantage of that and put my hand on her bare knee.  After the kiss that
was enough to get my cock hard so after a few minutes, I slid my hand a
little higher, under her skirt.  Mary Ellen smiled at me and put her hand
on my thigh.  I waited a moment then slid my hand further up her thigh. 
She did the same, keeping her hand on the same part of my thigh as I did on
hers.  After one little interruption when my mom came in to ask if we
wanted sodas or popcorn, prompting the quick return of our hands to our own
legs, we resumed our tentative explorations.

   Pretty soon my hand was at the very top of her thigh with the backs of
my fingers brushing against her soft cotton panties.  Her fingers were
brushing against my balls since my dick was hard and lying straight up
against my belly.  I gently took her hand and placed in on my hard cock. 
Mary Ellen turned to look at me, blushed and asked, "Is that what I think
it is?"

   "Yes it is," I answered.

   "Wow that's the first time I've ever touched a boy's thing," she
giggled. "I never knew it was so big and hard"

   As she finished, she reached under her skirt, took my hand and spread
her legs wider.  Then she pressed my fingers between her thighs against her
warm soft panty crotch.  Mary Ellen looked up at me and smiled, "Tonight,
after they're all asleep, you can come to my room and we'll touch each
other some more."

   I almost came in my pants at just the thought.

   Shortly after, mom came into the den and told us it was time for bed. 
"With Aunt Kate and Uncle John staying in the guest room, I thought we'd
give Mary Ellen your bed.  You can sleep on the floor in your sleeping bag
in your room or here on the couch."

   "I think I'll use my sleeping bag.  This couch is too narrow to be
comfortable," I quickly announced.

   "OK.  But you two go right to sleep.  I don't want you up talking half
the night.  Now go brush your teeth and get ready for bed" mom said as she
left the den and headed back to the grown-up conversation.

   Mary Ellen turned to me and smiled as she said, "I guess that makes it
even easier.  You won't have far to go."

   I let Mary Ellen use the bathroom first.  She finished quickly, emerging
in a short white nightie with pink flowers.  I thought I could just make
out the shape of her puffy little nipples under the top and the matching
panties on the bottom.  I must have stared a little longer than I thought
because Mary Ellen blushed and pushed me toward the bathroom door with
pretend annoyance, "Come on, Dave, get a move on.  You can't keep staring
at me all night."

   After I peed, brushed my teeth and changed into my shorty pajamas, I
came out of the bathroom and walked across the hall to my bedroom.  Mary
Ellen was already under the covers smiling sweetly at me.  I unrolled my
sleeping bag just as mom walked into the room.  I climbed in and mom turned
the light off.  "I'm going to leave your door open tonight.  I don't want
to hear you two yakking all night long.  Goodnight; sleep tight," mom said
as she smiled at her goodnight wishes; the same way she had put me to bed
since I was a baby.

   As mom left I noticed that she had left the hall light on which
illuminated the end of my bedroom away from the bed and my sleeping bag. 
The result was that Mary Ellen and I could see each other clearly in the
reflected light.

   We lay there in the semi-darkness chatting about school, friends and
what Mary Ellen had done and seen during her two years in France.  She told
me all about Paris where she had lived with her parents.  She really loved
the city and often explored on her own.  Both summers while she was in
France, the family vacationed for the entire month of August as was the
custom.  They rented a small cottage along the Mediterranean where Mary
Ellen spent most of her time on the beach.  She described the beach in
great detail and giggled when she mentioned that a lot of the women were
topless.  "Not only the young pretty girls showed their breasts, but even
the old women with sagging breasts that covered their tummies," she laughed
as she remembered.

   I had gotten an instant hard-on as soon as she mentioned topless women.
I had to ask the question that was uppermost in my mind - whether or not
she had exposed her breasts.  I asked indirectly, starting with her mom
"What about your mom; did she swim topless?  And you.  You too?"

   "Of course we did, silly.  My mom didn't want to as first, but dad
talked her into it.  She found that she liked it, strutting up and down the
beach showing of her figure.  My mom has very nice breasts, you know."

   "Yes, I know.  I mean I've only seen her with clothes on but they look
nice to me.  But you went topless too?" I asked, getting back to my main
area of interest.  "Weren't you embarrassed?"

   "Well, at first I didn't want to, but I was only 7 years old that first
summer and my chest was as flat as a boy's, so mom convinced me to drop the
top.  Both summers I wore nothing more than my suit bottoms." Mary Ellen
hesitated a moment, then resumed, "The first week, I met two French girls
around my age and they were running around the beach completely naked. 
That was common for younger children.  Pretty soon they had my bottoms off
and I was naked anytime we played together.  When they weren't around,
though, I wore my bottoms."

   "Wow," I gasped, "you were outside naked in front of other people?"

   Mary Ellen must have been blushing but I couldn't see in the limited
light.  "Only the first year," she said, "The second year mom thought 8
years old was a little too old for me to be naked."

   By this time my cock was as hard as I ever remember it getting.  It was
almost painful as I imagined Mary Ellen naked with two other girls.  A
short time after that, the hallway light went out and I heard my parents
close their bedroom door.  Now my room was dark, except for the light from
the full moon shining through the window right over the bed.  After my eyes
adjusted I could see Mary Ellen clearly, still under the bed covers.

   "You ready to come up here with me?" she whispered.

   She didn't have to ask me twice.  I pulled back the covers and slid in
next to my cousin.  She put her arms around me and pulled my body against
hers.  We were lying on our sides face-to-face.  I could feel the heat of
her body through our thin night clothes.  I placed my lips against hers and
kissed her, softly at first, then harder as I felt her responding to me. 
Soon we were sharing tongues and pressing our bodies together ever harder.

   She must have felt my iron bar of a dick pressed against her tummy,
because she reached down between us and slipped her little hand inside my
pajama bottoms, grabbing my hard shaft.  I drew in a quick breath as I felt
her velvet paw wrap around my aching erection.

   "Mmm, me too," she purred into my ear as she took me by the hand and
slipped it under her nightie and onto a small soft bump with a hard nipple
in the center.  I didn't have these when I went topless in France.  Do you
like them"

   Thinking fast, which was difficult because all the blood had left my
brain and headed south to my hard cock, I replied, "Well, it feels nice,
but I really can't see them."

   She giggled and pulled back from me, letting go of Mr.  Happy as she sat
up.  "Let's see if we can't fix that," she whispered as she pulled her
nightie up over her head and let it drop on the floor next to the bed.  I
sat up next to her with my head bent over her chest, staring at her puffy
little tit-bumps and her hard nipples.  I placed my hand gently on one
breast and caressed the nipple.  That brought a little moan from Mary Ellen
as she pulled her head back and thrust out her chest for more of my
attention.  Rather than grab her other breast, I placed my mouth over it,
easily taking her entire budding breast into my mouth as I tongued her
engorged nipple.

   "Ooooh, I take it you like them, Dave" she moaned as she pulled my head
tighter into her breast.

   I pulled my mouth back long enough to remark, "Best I've ever tasted."

   She eased me back away from her body long enough to unbutton my pajama
top and push it back off my shoulders and down onto the floor.  Then she
lay down and pulled me on top of her so that her nipples were pushing into
my chest.  I swung my legs over her and she spread hers so that I was
between them.  Now I felt her warmth and a little moisture against my
throbbing cock.

   Desperate for more intimate contact, I peeled my pajama bottoms off and
dropped them onto my sleeping bag.  Lying back down on her I felt my hard
cock pressing against her warm pussy, covered only by the thin panties of
her nightie.  Mary Ellen began to rock her pelvis as I instinctively slid
my cock up and down her slit.

   "Oh, that feels nice," she said as I grunted an affirmative response.

   Suddenly I felt the "sap rising" in my cock.  Before I could do anything
about it I felt the uncontrollable spasms as I pumped a big load of cum
onto the front of Mary Ellen's panties.  She felt it too, and pulled me
harder against her as the spasms finished.

   "Did you shoot your stuff on me?" she asked.

   Not knowing if I was in big trouble, I replied, "Yeah.  It felt so good
rubbing on you I just couldn't stop.  I'm really sorry I made a mess on
your panties.  I'll help you clean it up..."

   "Shh.  Don't worry.  I'm not mad.  I've always wanted to see a boy do
that, but you're the only boy I've ever done stuff with.  Maybe next time I
can actually see you do it."

   We both got up and put our clothes back on.  Mary Ellen kissed me on the
cheek and headed for the bathroom to clean up her panties