Goldilocks I could smell sex. I don't mean like a dog. It was the middle of the night. I had come in late from a trip out of town and gone straight to bed. Something woke me and I could smell the unmistakable odor of a woman in heat. Then I heard a soft, quiet moan. A young girl's moan. The kind with her lips closed, trying to hide it, hold it back. Since my kids are all grown, I wondered where it was coming from. I slipped out of my bed, careful not to wake my wife, and crept down the hall, toward my daughter's former bedroom. I was nearly there when I realized I was naked. Nonetheless, Ikept on, hearing heavy breathing more clearly, subtle movements under sheets, and more soft, sweet moans. At the door to her room, I stopped, holding my breath. Someone was having sex -- masturbating or having a great dream in her bed. My daughter was 22 and away at law school. I listened, my dick rising from the sounds and the smells. I decided to find out who it was. Reaching around the doorframe, I flipped on the light -- and nearly went blind from the sight that greeted me. What I saw was a gorgeous, naked young gal, about 14, half uncovered by sheets, with one hand in her crotch, the other pinching her small, sweetly pink tit. THe other tit was exposed, her eyes were clinched tightly closed and her mouth was formed into a tight "O" -- SHe was on the verge of an orgasm and didn't even know the light was on. I froze, unable to do anything but gaze in awe at her body. Jerking, spasming, her lightly fuzzed cunt humping the air as her hand rubbed litttle circles on her clit. She was panting, blowing like my wife in Lamaze class... woof, woof, woof, puff...ungh..woof, unnngh. oooooo. ooh. Oh. OH! mmmmmmOhhhhhhMMMmmmm... I nearly came on the spot. She jerked a few more times, a flush spreading across her chest, her face deep red from the exertion... then began breathing heavily, coming down from the high, floating on the wonderful post-orgasmic cloud that is bliss. I stared at the dampness on her crotch hand, looking at the pouting lips of deep pink showing in her slit. She opened her eyes, squinting at the light, and then she saw me. Her eyes widened in horror, she squeaked and grabbed the sheet, covering herself and shrank back in fright. "Who are you?," I demanded, looking at the golden curls cascading down the pillows and her beautiful blue eyes. Tears were forming. She brushed a sweaty lock of hair away from her face, sniffed her fingers and made a face. She blushed and gently wiped her slick fingers off on the bedsheet. "Uh, I'm your niece, Beth. You must be Uncle Tom" she whispered, looking furtively out the door, fearful that my wife was standing out there, too. "Where's Aunt Alice? Are you going to tell on me? I didn't mean to... I mean I'm .. .it's not what you... I mean... please don't tell anyone..." "Oh, I forgot that you might be visiting. I've been out of town for a while," I said as I sat down on the edge of the bed. It was only then that I remembered that I was naked, too. I pulled part of the sheet over my own stiff member, catching her looking at it in wife-eyed wonder. "So, I guess I'm in trouble, huh?" she stammered, looking down, covering herself a little more carefully where a pink nipple had escaped the sheet. "What were you doing?" "Well... YOU know... I was... thinking about boys.. .and this one boy touched me.. down there the other night and it felt so good.. .so, I thought... I mean I was ....i mean....and then it felt so good and I just kept on rubbing and couldn't stop... and then I was afraid I was gonna explode and it felt SOOOoooo good..." she blushed again. "At 14, it's only natural for you to become curious about those wonderful feelings you get. I don't have a problem with you 'playing with yourself' ... but you need to remember to close the door. It's a private thing and then I won't wake up in the middle of the night and hear you. That made me get those same feelings." "You mean, that's why your... thing.. uh... was sticking out?" "Yes, when a man hears those sounds of pleasure coming from a woman, his 'penis' gets hard. That's so it can fit up inside the woman and he can rub it in and out, and give BOTH people an even better feeling. Have you never... done that?" "No! IT looks too big to fit up in... you mean down THERE? How can it get in there?" It dawned on me that I was sitting naked on a bed with a naked 14 year old beauty, in the middle of the night, with my wife asleep nearby. I reached up and closed the door, turned on the tiny bedside lamp, and flipped off the ceiling light. When I turned back, she had adjusted herself under the sheets a little, and, it seems, slipped a little closer, back to her original spot. One leg was still out of the sheet, exposing her to just above the knee. I noticed her cute little painted toenails and wondered what it would be like to suck on them and then work my way up... A plan began to form in my mind... "Beth, If you are so curious about sex, perhaps I need to talk to your parents," I soothed her. Her eyes widened again. "NO! Please Uncle Tom. Please don't tell them what you saw. I'll be grounded forever. I just ... I mean.. it felt so good.. and I just kept on doing it.. and then I began to tingle all over. I was afraid I was having a heart attack or something.. but it just kept on getting better and better and these waves of tingling were coming over and over and ...." "I know, I know," I interrupted her babbling. She looked like a deer in the headlights. Scared shitless that I would expose her. This was my opportunity. I hadn't had sex in weeks. hmm... maybe it was worth a try. I slid my hand up her arm, feeling the ultra-soft skin, seeing the goosbumps form as I touched her. She didn't draw back or seem as frightened. Her blue eyes took on a sensual look -- narrowing as she gazed at me, sitting there naked. My dick throbbed in anticipation. I pressed her hand softly in both of mine. She looked down, letting her clutch on the sheet relax a bit. "You seem so nice. And you're not mad at me for doing this... and .. and I'm just curious...I mean, I've never had sex and I didn't know and ... all the girls keep saying it's so... nice.. and fun... and..", she ran out. "Beth, do you want me to teach you about sex... about how to have sex? Or do I have that talk with your parents. I promise I would never do anything that you don't OK first. That way, you won't have to learn it from inexperienced boys, fumbling around and maybe getting you pregnant in the process." "Uh, well...but PLEASE don't tell." Her orgasm had relaxed her morals just the right amount. I went for the kill..."I won't. Now. What do you want to know?" "Everything," she brightened, suddenly the student. The WILLING student. I was IN. "OK. First, let me under the covers with you. I'm freezing out here." She giggled and moved her soft leg from under my gently resting hand. Tentatively, she released the sheet, holding it down next to her so that I could get under without touching her. As I climbed under, my leg still touched against her thigh. She shivered and scooted over a bit, making more room. As I pulled the sheet up, I got a glimpse of the side of a tit and those long legs. "If you are going to be shy about this, we might as well stop. If you want, I'll turn off the light..?" "Yes, turn off.. the... but then I can't see your... OK... I'll try. It's just that I'm.. scared.. I mean..." I reached over and spread a scarf over the light. The room was darkened to a rosy glow. Here I was in the near-dark with this angel, about to teach her about sex. My dick rose to full hard-on in anticipation. "First, let's kiss. I'll teach you how to French kiss. That helps both people get in the mood." Gently, I took her head in my hands. She held my hands with hers on the outside, keeping the sheet clamped under her elbows. I drew near. I could smell her perfume, faint and light and very young-girlish. It made me dizzy with want. I kissed her lightly, then again a little longer. She made an 'mmmm' sound and leaned toward me. I kissed her again, lingering on her lips, my tongue slipping lightly over them, pressing. She opened her mouth a little and I slipped my tongue in. I pulled her chin down and began French kissing her in earnest, out tongues playing, tasting each other. She suddenly broke the kiss with a whoosh. I told her to breathe through her nose so she wouldn't have to hold her breath. We tried again and she slipped her hands behind my head, pulling me to her. This was a GOOD student. She learned fast. My dick began to ooze pre-cum onto my thigh. I slipped my hands behind her, feeling her naked back as I kissed her eyes, her nose, her giggling mouth, her neck and shoulders. She pressed herself to me. "This feels good, too... and I'm getting that feeling again.. you know...down..th" "Shhh.. I know. Just relax. Now, take my hand and place it on your breast. Move it like it feels good to you." After a moment's hesitation, she found my hand and slowly put it directly on her right boob. It was so soft and small, but the nipple rose, hard against my palm. She pushed it flat, moaning that same little moan that woke me. I started moving my hand on my own, softly caressing her breast. I leaned down and kissed my way down from her neck to her left breast. Her hand lay lightly on my neck. As I took her rising nipple in my mouth, she hissed, shivering. Her legs clamped together as the feeling spread. When she moved, my dick touched her hip, spreading a smear of goo. "mmmm..ooh... that feels so good. Do the other one." I obliged, licking and nipping at her nipples until they stood long and hard. By now, Beth was panting softly, beathing deeply, then exhaling with a soft..."unnnnnnhhhhhh"... It was time. My left hand had drifted down to her bare stomach, pushing the sheet down as I nursed on her breasts. I gently rubbed soft circles as it moved lower and lower. "Ready?" I asked. No response. "Beth?" "wha... oh... I love this feeling. It's even better than before....what do we do now?" "Move my hand down. Put it between your legs. Press it where it feels good. You know, where you were just rubbing yourself a minute ago." She moved my hand to the hard crest of her mons. I felt the downy soft curls of her blonde pubes and pressed on my own where I knew it would stimulate her clit. She hissed again. "Yes...sssssssss... yeah, there. Do that..oooooo..oooyeah.. ..yeeeeessssss...." she sighed. As I circled deeper into the crevice of her crack, she hesitated, then opened her legs a little. I slipped my middle finger into the moist, damp crease, and found the hooded clit, a hard little nubbin that literally jumped when I touched it. "ssss..Oooh...Mmm..Mmmm..Oh... yea....y.... ohhh... ohgod.. that's .. I love ...." she babbled on and on... I slid my finger further down. pressing her legs farther apart, this time without much resistance. I dipped my finger in her cunt hole and spread the ample lubrication back up around her clit, drawing circles... pressing, then easing up. Her hips thrust up against my hand.. her panting got even quicker...deeper....I took my middle finger, found her clit and then pressed firmly as I vibrated it back and forth. Her hips lifted off the bed and she strained her head back against the pillow. "oooooooo.mmmmmmm [gasp]...unh....mmmmmm" "I'm going to kiss you down there," I said, as I flicked her clit. She was nearly having an orgasm as it was... and the smell of pussy juice was in the air, wafting out from beneath the sheet. She made to close her legs again, but I was insistent. I slid down the bed, crawling over her leg. As I did, her foot brushed against my dick and I nearly came. This would take discipline. All the while, I kept up the stimulation, some on the clit, some deeper in her crack, and occasionally, I slipped a finger into her.. just a bit. Her hips always rose to meet my hand as I did that. Her vagina was sopping wet with slickness. She was ready to fuck, for sure. I eased my longest finger all the way into her, plumbing her depths. There was no hymen, only a tight, wet pussy wrapped in my hand. I began to ease my finger out, then back in. She moaned softly and moved her head to the side. Her eyes were closed in concentration. She moved her hand down close to mine, prehaps to grab me if I went too deep or if something hurt her. Then I noticed that hand sneaking a finger onto her clit as I poked her vagina. She was doing herself again. I slipped two fingers slowly into her sucking twat. She groaned as her pussy adjusted to the larger penetration, but did not complain. I kissed her boobs, then her stomach, then licked around her pubes and the crease of her legs, and finally, I kissed her, pressing my lips directly on her pussy. That sweaty-sweet smell of a hot pussy rose to my nose. My dick was rubbing along her toes and I sensed her feet rubbing my balls. Her hips jerked up and she moaned an open-mouthed moan that had me almost coming right then. I raised my head, bringing my tongue along, sliding up the length of her cunt until it hit her clit. "Agg... Agggggggahhhhhh... ohgod... what is... oh god... I'm ... wha..... oooooooo...." she huffed. I slipped three fingers in her cunt, going deeper than ever. I felt the walls of her snug vagina spasm, gripping my fingers as I licked her clit, flicking it, then licking slowly up and down... Her legs pulled themselves wide open from her body, trying to get more cunt in my mouth. I gently caught her clit between my lips and bit down. She went into such a fit that I had to hold myself snuggly just to keep from getting bucked off... Her hips bounced up and down, hunching at my face, grunting, grinding her clit on my stiffened lips, pressing my fingers into her. I felt her vagina spasm again and again.. gripping me. As I pumped into her, I slid a finger into her ass. It went in easily and immediately she went to another level of orgasm. Her juices flowed, covering my face with slickness... She was spasming now, lifiting her hips into the air off the bed. She froze, quivering, arching, open-mouthed, not breathing. With a final grunt, she thrust up her hips, held it, then relaxed completely... suffering little after-shocks.... her hands wrapped themselves around my head..pulling me up. I slipped up her body, kissing as I went. When I got to her face, she was still breathing deeply as if she had run a marathon... she grabbed my face, lifting it into the dim light and looked at me. The look on her face was one of desperation, or wonderment, or complete awe, and fright. She was addictied to whatever I was doing to her. There were tears of joy in her shining eyes. "Wow!," she breathed. "That is ....unbelieveable. I never... felt.... anything like that. Is it always like that for people who have sex?" "Well, according to Clinton, we haven't had sex," I grinned. She humphed and slapped my arm. "And yes, it can be even better. Men get that same feeling, too... and when we do, stuff comes out the end of their penis. It's the stuff that makes babies, but it is also the product of an orgasm and feels just that good to men." "Oh.. you mean you.. you didn't feel the same thing just then?" "Well.. no.. but I enjoyed making YOU feel that way. That's part of your education." "Then, teach me the other part... how to do it to you...OK?" "Let's just cuddle here for a while. Then we'll continue." I held her close. She snuggled up to my chest, her hand drifting across my chesthair and nipples. Soon, her breathing was even and slow. She had fallen asleep. I allowed her to turn over and snuggle into the bed. I slipped out, went to the john, washed my face and the cunt smell off me and slipped into my bedroom. My wife awakend as I climbed in under the covers. "Hi. Late flight?" "uh, yeah, delayed. I see we have a house guest." "Yeah, Shirley sent her daughter to stay with us while they went to Hawaii for a week. I hope you don't mind." "Of course not. What does she look like?" I asked innocnetly. "I haven't seen her in years." "She's a cutie, just beginning to grow up, and a doll. We've had a good time catching up. It won't be long before she's a grown woman... and speaking of woman.. how about taking care of THIS woman... or are you too tired?" I reached over, snuggling a hand over her breast as she turned to me."Maybe I can work up an appetite." I then proceded to screw the daylights out of her, bringing her to several orgasms. That's the first time in years that she had more than one....after the third, I rolled her over and screwed her from behind as I massaged her clit. She came again and kept on humping back against me. She was so wet down there that when, on one wild humping thrust, my dick accidently went into her ass. She didn't stop. I was stunned that she would let me fuck her in the butt, but wasn't going to stop. I pumped her slowly, enjoying the snug confines of her hot ass. As I reached my orgasm, I began thinking of that snug pussy next door. I must have come a gallon up her steamy bowels. My balls pumped and pumped until they were screaming. When we were done, she gasped. "Boy! You WERE glad to be home. I certainly hoped that having a houseguest wouldn't prohibit us from having sex...and I guess that's not a problem. I hope she didn't hear us. "Nah. I looked in on her. She's sleeping like a baby." I snuggled up to her back as my dick slowly withdrew, plopping out of her ass. I reached for a tissue and poked it in her butt to hold all the cum dripping out. She reached back, grabbed it, twisted around to kiss be quickly and sat up to go to the bathroom. "I think when you see her tomorrow, you won't think she's a baby. She's developing, and asking me questions about sex. I worry. Should her parents take care of that education?" I moved onto my back, fondling my squishy dick, and marvelled as I watched her head for her bathroom. "Well, if they don't and she asks something, we'll just be matter-of-fact about it and tell her, I guess. It's time kids learned all about sex. Hopefully keep some of them from getting pregnant." "Yeah, I guess.. but YOU may have to answer some of them. I'm not sure what to say." "If you insist.. I guess I'll try..." She returned and I went to clean off. When I returned, she had her nightgown and undies back on and was nearly asleep. I patted her on the ass and snuggled up close, spoon fashion. She snuggled into me as my hands drifted across nipples to cup her breast. Soon she was asleep. I wasn't far behind... but not until my dick rose again as I thought of what was to come with my little niece. I didn't have to wait long... "psst. Uncle Bob..." I barely heard it. It was almost dawn. I looked at the clock. 4:20. " I may be too old for this," I muttered to myself as I eased out of bed. My wife sleeps like a rock after sex so I wasn't worried. She didn't have to get up early for anything and I made sure the alarm hadn't been set. I went down the hall, into the guest room. "Miss me?" I breathed into the soft dawn light. "Yes. Terribly. I'm still.. I mean I'd still want to do something. Do you?" "Well.. there IS one special treat that a girl can do for a man," I said as I kissed her, dropped my shorts and slid into bed next to her. She was naked and smelled of baby powder. I don't know how she did that after all that sex we had in here. "Show me. Teach me. Love me.. pleeeeease.... I just want you to get me off again.. I mean..." she was blushing even in the dark. "I just love the way you touched me and want to do it again." We began to kiss and touch. First I tweaked her nipples, then her pubic area came in to play. Her hands drifted down to my throbbing dick and gently pulled it in an attempt to masturbate me as I massaged her clit and down into her pussy. As she became hotter and hotter, I slid down to tongue her pussy again, making sure that the fluids she and I were mixing dripped further down into her ass crack. "Roll over." I said as i came up next to her. "I want to put it in you from behind." "You m.. mean... in my butt?" she whispered, worried. I hadn't really wanted to do anything more than doggy style but quickly changed my mind.' "Yes." "I don't know. You're kinda big to go in there. and .. isn't it kinda .. you know... dirty?" she shivered as my hands drummed a beat on her clit again. "oh god.. that feels so good." "Yes, but it is so good for a man...and I'll go slowly so it will feel good to you, too, after a while." She turned her back to me and pressed her butt against me. I was in heaven again. A trusting, loving student in my hands. I massaged her butt with one hand and pressed her on over, spreading her legs and running my hand up between. She started to squeeze them together until she realized I was going for her pussy and clit still. I moved over her and knelt between her legs. I looked over and noticed a small bottle of lotion on the bedtable. I grabbed it and squeezed a bit onto my hand, then onto my dick. I was going to have to go slow in order to keep from coming right now. When the lotion warmed in my hand, I massaged her ass, working it deeper into the crack. When I got to her littel rosebud anus, she squealed softly and clenched her cheeks together for a bit. Eventually she relaxed a bit and I pressed a fingertip into her steamy warm asshole. I held it there for a while. "If the girl kinda.. you know... plays with herself while the man does this.. it helps. Put your hand underneath and rub that place that feels so good. You'll see..." "I.. I guess... I mean.. if that's the way you do it... " she moved to start working on her own clit. "mmmmmm.... [gasp] ..ahhhmmm... yes.. Ok... that does feel good..." She undulated her ass at me and I decided it was time to go for the gold. I kissed my way up her back as I leaned over her. I grabbed her hips and pulled her up into a semi-kneeling position and pulled a pillow under her stomach. Her hand was still busy in her drooling twat. My dick was at the entrance. "OK.. now, relax... press back like you're trying to do a .. you know... and it will go in easier if you breath deeply.... here goes..." I pressed my dick against her soft ass cheeks. The tip pressed her asshole in a bit before it began to open. Gently, with constant pressure, I eased in and inch or so. "ooooh.... it feels like I'm so ... full... but it doesn't hurt... mmmm... do more... " I pulled out a bit, dripped a bit of lotion on my dick and her anus, then pressed back in. Suddenly, without warning.. it went all the way in!... no resistance, but SO tight and hot and slick. The lotion did the trick. "Ooof! Awgod.. that's so big.. it hurts a little.. don't move...."she whined. Her legs and ass began to move on their own, working my dick in and out a tiny bit, spreading the lotion and lubrication around in her tunnel. It was all I could do to keep from pounding into her. "Ok.. you can do me now.. pleeease be easy. Ohgod, it feels so big in there..." "Ok baby, we'll start now... and keep doing your thing in there too, I can feel your pussy when it spasms inside... you are so tight and so warm... thank you love..." I breathed into her ear as I pulled her back toward me and raised up to get more inches in her. I began to pump in and out, slowly, then faster as the feeling began to intensify. I felt the cum rising in my balls as I was pounding...I could hear her encouraging me... moaning softly as she diddled herself. On one pump out, mydick came all the way out with a slurp. "Quick. Ohgod. Put it back in... put it... aggg.. ohgod, it's feeling good.. ohgod... ugh... ummmm" she whined as I slammed my dick into her without prelude. She was getting as close as I was to cumming. We found the rhythm and I pounded that sweet tight, tiny ass.