Note: This story was dynamically reformatted for online reading convenience. MARY ELLEN Part VI After waiting a reasonable time for the adults to go to bed, I quietly opened my bedroom door and listened. Not hearing anything, I walked slowly down the hall to the head of the stairs. I could see that the lights were out downstairs and I heard nothing from my parents' end of the hall. It looked like they had all retired for the night. Navigating by the small nightlights in the hall, I made my way to Mary Ellen's door and stopped outside. I turned the knob as quietly as I could, eased the door open and stepped through. Closing the door behind me, I whispered, "Mary Ellen, it's me. Are you still awake?" "Of course I am, silly." Was her reply, "How could I go to sleep when I'm waiting for you?" That was all the encouragement I needed. Illuminated by the soft glow of the moon on the snow outside, she lay on her side, facing me with the covers turned down in invitation. I walked to the side of her bed and slid in beside her. She immediately rolled up against me and I took her in my arms. We kissed gently at first then harder and more urgently as we pressed our bodies together. I could feel her small breasts pushed against my chest and her soft tummy against my hard cock. My cousin was wearing a nylon nightgown. I wasted no time slipping both shoulder straps down her arms, pulling the front of the flimsy gown down, exposing her breasts. I dropped my head to nurse at her left nipple which quickly lengthened and grew hard in my mouth while my right hand caressed her side through the slippery gown. Sliding my left hand up her body, I grasped her right breast and took the nipple between my first finger and thumb. Mary Ellen wrapped both arms around my head and pulled me in to her breasts. Her breath escaped in a long sigh which turned into a little moan at the end. Encouraged by my cousin's reaction to what I was doing, I decided to go further. Sliding my right hand down her hip and thigh, I found the bottom of her gown and slid my hand under the hem and moved up her outer thigh. When I again came to her hip, I was now feeling her nylon panties. I ran my hand behind her and caressed her bottom, then moved forward and inserted my exploring hand between her soft thighs. As I moved up, I felt the nylon gusset of her panties and pressed the side of my hand further into the hot wetness I felt just behind the silky fabric. Mary Ellen moaned even louder now, bending her left leg and bringing her foot up to further open the mystery between her thighs. Encouraged, I turned my hand and took her panty-covered sex into my palm and gently pressed against her wetness. She responded by arching her back and trying to increase the contact as she rolled her pelvis forward, rubbing the top of her slit into my fingers. Her panties were completely soaked through now and she was breathing hard, making small mewling sounds like a kitten being stroked. She couldn't wait any longer. Sitting up, my cousin reached down and grasped the hem of her nightie and pulled it up and over her head. She then lay down on her back, her lovely little breasts bathed in the soft moonlight. I quickly stripped off my pajama top and bottoms and pulled the covers down, exposing Mary Ellen's white panties. She stretched her arms over her head and arched her back as I climbed between her legs. She widened her thighs and I lay down on her, pressing my hard cock between her panty-covered pussy lips. I supported my upper body on my elbows as I leaned down and kissed her lips. She put her arms around my neck and tried to pull me closer as I began to slide my cock through her wet, nylon-covered, furrow. Mary Ellen began to moan in earnest now, locking her ankles together behind my thighs and pulling me tighter against her. My hard cock was throbbing and I realized I was getting dangerously close to ejaculating. I knew I had to do something to delay my climax, so I broke free of my cousin's leg lock and slid down her body until my face was against the front of her panties. I pressed my lips against her soaking pussy and kissed her. I felt her tense-up for just a moment, then relax. "If you really want to lick me there, it's OK," she whispered, "But I don't think I can suck on your thing." "That's OK with me, but I want to taste you." I answered quickly, grasping the waistband of her panties and pulling them down below her pussy. I knelt-up and she raised her legs over my head so I could pull them off completely. I pushed her knees apart as she brought her feet down. There, bathed in the moonlight, was the most erotic sight I had ever seen up to that time (and maybe since). My 12 year-old cousin had a small patch of red hair at the bottom of her belly just above her slit. Her pussy itself was bald and smooth with the engorged lips pulling back to reveal the tender pink inner lips. I didn't wait, but dove in face-first. I pressed my lips against her vertical lips and just held there for a moment while I inhaled that intoxicating scent of an aroused young girl. Then I used my tongue to push between her lips while I spread them open with my thumbs. I licked the length of her from rosebud to clitoris several times while Mary Ellen moaned in pleasure. Regardless of her original expectations, she was clearly enjoying the attention. As I teased open her inner lips I was greeted by a small release of her sweet female nectar. I lapped it up eagerly and pushed my tongue to the entrance of her vagina, where I came up against her hymen. Not wanting to cause her any pain, and not intending to take her virginity, I backed off and instead sought the little bud of her clitoris. As soon as I touched her sensitive little bump, Mary Ellen shivered and let out a gasp. Encouraged, I licked all around it, just barely making contact. I was rewarded by the appearance of the elusive little bit as it emerged from its protective hood. My cousin was now well on her way to her first orally-induced orgasm. Mary Ellen stiffened her back, pressed her pussy up against my face seeking better contact, then let go with a series of "Oh my gods," that might have awakened the parents if she hadn't had the foresight to pull the pillow over her mouth. As she relaxed, my cousin gradually stopped panting and let go of her pillow. Me however, she held onto like a drowning woman holds a life preserver. "That was REALLY good," she said once she could speak, "I never felt anything like that before. I had known how good it was, I would have let you do it before." I didn't say anything, just moved in and kissed her on the mouth before she realized what I was doing. "Oh, is that what I taste like?" she asked, "It's not as bad as I thought. Almost as good as your stuff." She grinned at me. "Speaking of that," I said, "Do you want another taste? I could squirt it on your breasts again, like I did before and you can taste it again." Mary Ellen paused, then put her arms around my neck and pulled my face to hers. "How about I taste first hand, like you just did mine?" It took a second for me to realize what she meant, then it hit, "You mean you'd actually suck me?" I said. She nodded shyly and said, "It felt so good when you did it to me. If it feels that good to you, then I really want to do it." "OK, if you're sure," I replied, "but if you change your mind, we can stop anytime." "I won't change my mind," she said as pushed me down on my back, "Just lie down and let me go at my own speed." With that my 12 year-old cousin, Mary Ellen, grabbed my stiff shaft and quickly engulfed the head in her warm, wet mouth. She knew enough to keep her teeth out of the way and to use her tongue on the head. She took more and more of my 7 inch dick until it bottomed out at the back of her throat. She used her hands on the lower part that wouldn't fit in her mouth and played with my balls while she sucked and tongued the head. It was my first ever blow-job and I still think it was the best. Of course there's really no such thing as a bad blow-job. Any time a woman takes my cock into her mouth it's good. It's just that some women are more skilled at it, so some blow-jobs are better than good. Mary Ellen had never done it before but she was a natural. I warned my cousin just before I ejaculated and she swallowed, but a little semen still escaped her mouth and ran down her chin and pooled between her breasts. When she had removed my flaccid dick from her mouth she licked her lips, rubbed the come into her nipples and smiled at me. I don't think I could have loved any woman more than I loved Mary Ellen at that moment. We cuddled naked under the covers until we started falling asleep. I forced myself to get up and sneak back to my room before I actually did fall asleep. That would have been quite a scene when my mom came to wake me up and found the two of us in bed together naked and Mary Ellen smeared with cum! When mom actually did come to wake me on Christmas Morning I was in my own bed wearing my pajamas like a good boy. I got up, put on my robe and followed mom downstairs. When I came to the bottom of the stairs I saw a huge pile of presents under the tree and Mary Ellen and Uncle John sitting on the floor playing with Mandy. Dad had built a roaring fire and had Christmas music on the HiFi. He was just coming back from the kitchen with mugs of coffee for himself and Uncle John. Mom went back to the kitchen to join Aunt Kate who was finishing up preparing breakfast. I was sitting next to Mary Ellen and playing with my baby sister when Mom called us to the table. After a feast of bacon, sausage, ham, eggs, and pancakes with maple syrup, we opened our presents. I really don't remember much of what I got from mom and dad and Aunt Kate and Uncle John that Christmas, but I still have Mary Ellen's gift. She gave me a beautiful ivory-handled pocket knife with a fine Sheffield steel blade. The handle had an engraving of a duck on a pond, so it immediately became my "Duck Knife." I have carried that knife most of my life since then and seeing it on my nightstand in the morning never fails to bring back a delicious memory of that Christmas with Mary Ellen. I gave Mary Ellen a small gold puffed heart pendant on a gold chain that I bought in Denver shortly after mom told me she'd be coming for Christmas. I was a little short of cash even with my lawn cutting and snow shoveling work, but mom understood that Mary Ellen was special to me and she kicked-in the balance of what I needed to buy the pendant. Another great memory of my mother. It was only after she died 10 years ago that I understood what a friend had told me when his mother died, "Nobody will ever love you the way your mother loved you." Anyway, the last time I saw Mary Ellen was in Chatham, New Jersey, where she now lives, at the Christening of her latest grandchild and she was wearing that heart pendant. She told me she feels the same way about it as I do about my duck knife. Even though I've been married 41 years and Mary Ellen has been married 38 years, we've never forgotten our childhood and our teenage years and what we what we shared as we grew up. Although we enjoyed a few repeat performances of our nighttime activities, we never went further than oral sex. She finally gave her virginity to a young man she met in college at an antiwar rally in 1970. She came to wish she had saved it for her husband whom she met only a year later. I met a girl in high school who insisted on being a virgin when she was married. It was a long wait until we both finished college, but we gave each other our respective virginities on our wedding night. To this day I have never cheated on my wife and Mary Ellen says the same about her husband. We are both in love with our spouses but we retain the sweet memories of a childhood crush and our first love. After graduation, I was commissioned a Naval Officer and became an aviator. I flew combat missions in an F4 in Viet Nam and spent the next 30 years in the Navy, stationed all over the world, and serving plenty of time at sea. We raised three daughters who had to change schools too many times. I retired in 2000 as a Captain and finally settled in Suburban Baltimore where I joined a couple of other ex-navy and air force fliers, forming an aviation consulting company doing business with government contractors. I was called back to active duty after the September 11, 2001 terrorist attacks but, too old for flight duty I ended up just down the road at the Pentagon. I resumed my civilian career again in late 2002. Mary Ellen followed her husband to Boston where he went to Harvard Law School. She earned a Master's in Art History and her MLS. He joined a law practice in New York and she became an art librarian at Columbia University. They both commute from New Jersey. They too have raised three daughters. The lack of male children most likely kept one of hers and one of mine from repeating what Mary Ellen and I had done so many years before. Because of my Navy career and later business and family commitments, Mary Ellen and I haven't seen each other more than a dozen times over the years but when we do, we still sit and talk about "old times," and young love. THE END