Note: This story was dynamically reformatted for online reading convenience.
 
 Author: OH_Daddy
Title: Kelly's Lessons, Part 1
Part: 1
Universe: Kelly's Lessons
Summary: High school sophomore, Kelly, asks her Uncle how to be more
popular with boys.
Keywords: Mf, inc, cons

   ADULTS ONLY

   "Uncle Bill?" the voice on the other end of the phone was Bill Kennedy's
14 year old niece Kelly.  Kelly was Bill's little sister's kid.

   "Yes, Kelly?" Bill asked.

   "Can I come over and use your pool?" Kelly lived about a half mile away
from her uncle.

   "Of course, honey.  Are you bringing friends?  Should I grab something
for lunch?"

   "No . . .  just me.  I just need to get away from the house for awhile
so I can relax and do some thinking."

   "Sure, no problem.  What's on your mind kiddo?"

   "Oh, we can talk about it after I get there.  See you in a half hour. 
And don't call me kiddo, I'm in high school now."

   "I know, I know.  Old habits.  Come on over, the water's fine." It was
early October, and upper 80s were expected.

   Bill Kennedy was 45, and a very successful real estate developer and
entrepreneur in Biloxi, MS.  As the only son, Bill had inherited a bit of
real estate and a hardware store from his parents 20 years ago, when Biloxi
was a very sleepy, rundown seashore resort.  Shortly after that casinos
were authorized and his real estate holdings skyrocketed in value.  By hard
work and shrewd risk-taking, he had grown his net worth to more than $15
million.  Although the recent downturn had reduced the value of some of his
enterprises, he was still the richest bachelor in town.  He generally dated
girls under 25, occasionally eighteen and nineteen year olds.  One of his
partners in several of his businesses ran a local strip club and escort
service, so Bill didn't have a problem finding the available young ladies
of Biloxi.

   His only sibling, Marybeth, was 9 years younger than Bill, and they had
generally gone their separate ways.  Marybeth married a Baptist preacher.
Kelly was the oldest of three daughters.  They lived in the same quadrant
of town, but in decidedly different neighborhoods.  Bill had what amounted
to a mansion in Biloxi, an old Victorian, but completely gutted and
modernized, that sat just north of Beach Blvd, with a view of the wide,
white sandy beach, close to the floating casinos.  Marybeth and her family
lived inland in the urban center, near her Dad's church.

   Kelly arrived wearing faded blue jeans and a man's large T-shirt, that
came halfway down her thighs.  She stood 5'2" and didn't weigh more than
105 lb.  Her dirty blond hair had a few highlights of orange, and she has
green eyes and a few, not too prominent, freckles.  She had been blessed by
avoiding the acne problems of some of her friends.

   Bill told her he was fixing some iced tea, and Kelly asked him if he
would bring it down to poolside, as she was just dying to get in the water.


   Bill was wearing baggy surfer swim trunks.  He worked hard to stay trim,
even though he had put on 15 lb since his college days, had most of his
hair, which was dark brown, and graying above the ears.  Of course he had a
good stylist and manicurist, so that he could be presentable to the younger
ladies in town.

   When Bill brought the iced tea down to the pool area, Kelly was swimming
a few laps.  After a couple of minutes she got out of the pool and sat down
next to Bill, drying off a little.  Her bikini was relatively modest, a
full bottom and showing only a hint of cleavage.  Of course that's because
she didn't have much to show, firm A cup titties, a few more freckles there
as well, and very pale.  Although her bikini covered everything that needed
to be covered, it was made of a clingy, stretchy kind of material, so her
recently developed curves were accentuated.  Her little butt had gotten
noticeably rounder since the last time Bill had seen her poolside, and she
slipped one finger under the back of the bikini bottom to rearrange it and
cover the delicious little overhang.  As she cooled off and the water began
to evaporate, the chill gave her a few goose bumps, and her nipples became
quite prominent through the bikini top.  Bill couldn't help but notice, and
enjoyed the view, but tried not to be caught staring.

   After she had a few sips on the iced tea, Bill asked, "So what's been on
your mind, Kelly?"

   "Well . . .  it's a little awkward to talk about."

   "You can speak freely with me . . .  it won't get back to your parents
if that's what you're worried about."

   "Oh, I know that.  You guys aren't close, that's clear enough."

   "Your mom and I weren't that close due to the difference in our ages."

   "It's more than that, and you know it.  There's a world between you
guys. You're not exactly a practicing Baptist."

   "I'm a Christian, in my heart."

   "My mom and dad think you're way too old to be carrying on with all
those teenybopper girlfriends of yours.  They think you should have settled
down and started a family long ago."

   "Well, you're right, your parents and I don't see eye to eye on the
marriage front."

   "But that's a big part of why I thought I could talk to you about this.
I may be innocent, but I'm not stupid.  I know why you always have a
different young lady with you every social occasion.  And my, some of their
outfits . . .  very revealing . . .  not appropriate for Baptists.  So I
know you know a lot about sex.  Which is what I want to talk about.  I
couldn't even think about having this conversation with my parents."

   Well that made Bill more than a little uncomfortable.  Sex education for
minors was not his specialty.  He didn't mind teaching an eighteen year old
girl a trick or two, but Kelly was his niece.  After a pause he asked,
"Just what do you need to know about sex, Kelly?:

   "Almost everything.  I mean I've seen the cartoon videos and I know
about men putting their penises in the vagina, which seems awfully gross,
and leaving their semen in there, which is even grosser, and then you get
pregnant so you'd better not do it, or else use a condom.  But that's it. I
don't know one thing that's practical.  Mom says don't let a guy touch you
anywhere that's normally covered by bra or panties, and don't open your
mouth when you kiss, but that's about it.  She tells me what not to do.  I
want to know what I should do."

   "What do you mean, what you should do?"

   "I mean to get a boy to like me . . .  to take me out on a date.  To
call me back if I ever did get a date.  I mean there are some girls at
school who are popular, and some of my friends say they're sluts, but I
don't know what that means.  What do sluts do?"

   "I don't know if we should be getting into this, Kelly."

   "Uncle Bill, there's a boy I like and he just treats me like a guy
friend.  I want him to treat me like a girlfriend.  I don't want to get
pregnant, but how can I make him like me in THAT way?"

   Bill paused and let that statement settle over him.  He thought about
ending the conversation now, and then he looked at the outline of her
nipples through the wet bikini top.  He thought again.

   "I can teach you some things, honey . . .  but this can NEVER get back
to your parents, or even any of your friends.  It would be our secret . . .
FOREVER!  Are we clear on that."

   "The last thing I would do is tell my parents where I learned to do sex
things, Uncle Bill.  And I know I could get you in trouble if I blabbed.  I
don't want that.  You're a super-cool uncle.  I love you."

   "I'm going to jump in the pool . . .  and think a minute."

   Bill swam a few laps alone.  At one point he heard Kelly call out,
"Please, Uncle Bill." At that his dick got so hard he couldn't swim
anymore. He got out of the pool.

   "OK, I'll teach you some things.  We're going to go slow.  Real slow.  I
can't show you too much in one lesson, because you have to go slow with the
boy as well, or else he will think you're a slut.  Let's go inside."

   Kelly looked around and noticed there were a few windows that could look
down on Uncle Bill's pool.  "That's a good idea." She bit her lower lip. 
She was having second thoughts about this, but she was determined to go on.

   As they walked, Uncle Bill asked her about the social situations that
she was usually with this guy.

   "Well, usually it's at a school dance and sometimes a bunch of kids go
to the beach."

   "Is there a car available."

   "Oh yes.  He, his name is Mark, Mark has a car . . .  he's 17."

   "Oh, an older guy.  Do you think he has much sexual experience?"

   "I don't know, but I don't think so.  He's kind of shy, really nice.  He
certainly stares at some of the girls' boobs when we go to the beach, but
not mine."

   "Maybe he just sneaks a peek."

   "Maybe, but I don't think so.  I'm talking about older girls . . . 
girls his age and older . . .  who actually have boobs.  Mine are too
small."

   "You're titties are very, very cute, Kelly." Kelly giggled.  I'm not
sure if it was the word titties instead of boobs or what.

   "You're just saying that cause you're my uncle."

   "OH NO!  You are getting nice and curvy young lady.  I've been having a
hard time not staring ever since you took off that huge T shirt.  I think
you're beautiful and in a sexy way."

   "Really?  You're just saying that." After they got inside Uncle Bill
gave Kelly a playful tap on her firm bottom.  Kelly gave him a quick look.
He was staring at her behind, and his other hand was cupping his crotch. 
"I'm not just saying that, Kelly." Kelly rolled her eyes, and began to
wonder just where this lesson was headed.  She would find out soon enough.

   "OK, let's say you're at the beach with a bunch of people and he's got a
car.  Let's assume it's evening, sun just going down.  You tell him you
want to talk to him without the others.  You want to tell him a secret. 
OK"

   "Yeah."

   "So you go up to his car.  You can talk about almost anything, but
you're looking around to make sure nobody is watching, right?"

   "OK."

   "Now we're going to act this out, OK?"

   "OK."

   You lean toward him . . .  toward me . . .  put one arm across him and
hold his shoulder, then you lick your lips, breath out gently, and take his
ear in your mouth . . .  stick your tongue out, and lick inside his ear."

   "Really?"

   "Yes.  Now act it out."

   Kelly did just what Uncle Bill told her.  Her hot wet lips enveloping
his earlobe, and her tongue darting inside.  She quickly pulled away.

   "He will absolutely swoon when you do that."

   "Really?  Doesn't seem all that much like sex stuff.  I guess it does
break Mom's rule about kissing with your mouth closed, but I never thought
about kissing ears."

   "This is just to let him know how you feel.  If he's as innocent as you
think, he'll be taken aback . . .  not sure what to do next.  At that
point, with one more quick look that nobody's looking, unfasten the top of
your bikini and let it fall down to expose your titties."

   "Oh my God, really?  So quickly."

   "You're trying to get his attention."

   "I guess that might do it."

   "OK now act it out with me.  Do the tongue thing in the ear again, then
slowly lean away from him, he'll probably be looking at you with his eyes
popping out.  Drop the bikini top.  You won't need to rush."

   Kelly's wet lips and tongue played with Bill's ear, then she leaned back
and untied the top of her bikini, and slowly pulled the straps down.  Her
little tits stood virtually straight out from her chest, the nipples hard
as pencil erasers, the aureoles around the nipples puffy, almost like a tit
on top of a tit.  Uncle Bill reach out and pinched one of them lightly
between thumb and forefinger.

   "He might do something like that, or he might just be dumbfounded.  At
that point you should ask him if he would like to kiss them."

   "Would YOU like to kiss them Uncle Bill?"

   "Yes I would." And he buried his head in her chest, suckling the nipple,
and then the entire tit into his mouth.  Kelly exhaled a quick breath, "Oh,
Uncle Bill.  That's nice."

   Looking up, "Your friend Mark may not know how to do it as nice as I do,
but you might be able to teach him.  While he's playing with your tits, put
your hand on his lap and find his penis, through the swimming suit." Kelly
hesitated, "Act it out like I said, Kelly." Kelly gingerly patted her hand
on Uncle Bill's swim trunk.  When she encountered his throbbing cock, she
clutched it, "Gently at first, Kelly."

   "Uncle Bill, it's so big and hard."

   "I bet you say that to all the boys."

   "No, I never did this before . . .  Oh you're teasing me. . .  really,
it is big and hard.  I thought they were little."

   "When it gets big and hard, that means he likes you and thinks you're
sexy.  It's a natural biological reaction."

   "Well I guess you think I'm sexy then."

   "Oh I do, darling girl."

   Uncle Bill returned to suckling for a moment, then backed away, pinched
one nipple, and took stalk of the situation.  Kelly was gripping his cock a
little too hard to be exciting.

   "Kelly, grip the dick a little gentler." She used a little less
pressure.

   "Then slide your hand back and forth in a pumping motion." She started
to jack him off through his suit.  He placed his hand over hers to show her
the proper tempo.  That went on for about 20 seconds, when Bill said, "OK,
I think it's time to cool down.  Let's take a little break."

   "Kelly, you probably shouldn't go that far the first time.  I got
carried away a little.  Let him see your tits, and either touch or suck
them, touch his dick lightly, and then stop.  Pop your top back on and
scurry out of his reach, and say something like, `Oh, we got a little
carried away there Mark.  It was fun, but people might see us.' And then
get out of there.  He will be calling you and carrying on like a lost puppy
dog until he has another chance to get you alone."

   Uncle Bill continued, "And by the way, I think we might have gotten
carried away there as well.  I could get in a lot of trouble for teaching
you these things . . .  if anybody found out."

   "I won't tell, Uncle Bill.  I promise.  You are my special uncle, and a
special resource for me.  Every girl needs somebody to show her what to do,
and I know you won't do anything bad to me, so this is perfect.  Please
show me more.  I mean, what if the situation doesn't develop just that way?
What if he's done things with other girls?  I need to know so much more."

   Kelly had been at Uncle Bill's now for an hour and a half.  Bill needed
time to think, but he wondered when her parents would expect her.  "When do
you have to get home, Kelly?"

   "A couple more hours.  My parents went to some regional Baptist
convention in Mobile.  They won't be home until late, but I told them I
would be home at 7 pm cause they're going to call me at home.  You know,
checking up."

   "Let me think.  Go swimming again or something.  Chill.  I'll figure
something out."

   Kelly went back out to the pool.  Bill went upstairs and smoked a joint.
He looked out the bedroom window and saw that Kelly was lying on her tummy.
What a tight little butt.  His dick hardened and he put his hand in his
pants.  There was no turning back now.  He went back out to the pool.  When
he got there Kelly turned over.  Her nipples were still perky.

   "Kelly, you're right.  I will have to teach you a few more situations,
things to do and, like your mother, things not to do.  Let's go back
inside."

   "Thank you, Uncle Bill."
   - To be continued