Note: This story was dynamically reformatted for online reading convenience.
 
 M/g, Incest, Pedo

   A Boy's 1st Jackoff With Panties



   Neither Alex nor Roxie knew exactly what they wanted to happen that
night.  All Roxie knew was that Alex had a big bulge in his pants sometimes
and she wanted to see it.  And Alex had seen Roxie in her panties several
times and wanted to see her wirhout panties.  So they both wanted something
kinda nasty but niether youngster knew what to do nor how to go about
achieving their desires.

   Alex was 12 and was going through puberty.  He was jacking off at least
once every day now and his sperm that had been clear just a month ago was
now white and more plentiful.  In fact very plentiful if he didn't jack off
for a day or so.  He was about to discover panties and how they could help
him have fun.

   His developing little niece Roxie was 9.  She had been masturbating for
several months after a girl cousin had visited for a week and showed her
how to do it.  Her breasts were starting to swell just a tiny bit and her
pink nipples were turning color to a deep red.  No pubic hair was growing
yet on her large mound but her lower back had dark hair growing just above
her buttocks that was very sensitve to the touch.

   Her buttocks were well developed even when she was little.  They were
the kind that stick way out and stretched her pants, causing all the guys
to stare at them.  She had noticed that a long time ago and liked it that
even grown men stared at her firm ass which she would stick out teasingly
when she knew they were looking.

   Alex's pantie sniffing got started one friday night when he was
babysitting his niece and nephew.  They were in the living room and the
kids were on the floor in front of him watching TV.

   Roxie was just wearing a little t shirt and a pair of dirty white cotton
panties with little pink rosebuds on them.  They were old and fit her ass
very tight as she was growing quite fast and her thighs were very mature as
were her firm butt cheeks.

   She had let her t shirt ride up on her back as she lay on her tummy with
her legs spread affording Alex a great view of her ass and mound of her
large vagina lips encased in the tight dirty panties.  He could see her
crack as the thin cotton panties went into it when she squirmed a bit.

   Alex was getting a boner big time that showed thru his pants and he
couldn't stop it.  He was hard most of the time these days and it was
getting worse.  His penis was large for his age, almost six inchs when
fully erect, and would grow as he got older to ten inchs.  Which would be
REALLY hard to hide.

   As he stared at Roxies' ass she suddenly rolled over and spread her legs
a bit as she drew her knees up.  He stared at her pantied covered crotch
uncontrollably and his dick went completly hard.

   "Uncle Alex kin I stay up late tonight?" Roxie asked as she lay there
sucking her thumb with her pantie covered crotch wide open to his glazed
eyes.

   Roxie's older girl cousin had told her if she showed her panties to boys
they would get a big bulge in their pants and Roxie had decided to try it
out on her uncle tonight.

   He was speechless as he finally took his eyes off her privates and
looked in her dumb brown eyes.  Roxie was quite immature mentally even
though her body was growing rapidly.  She still sucked her thumb and wet
the bed frequently.  Her speech and vocabulary were still a long way from
where they should have been for a 9 year old.

   "Well honey, I don't know if your mom would get mad." Alex's boner was
taking over as thoughts of her alone with him flashed through his young
boy's sex crazed mind.  Alex had never seen a bare pussy before other than
in pictures and this could be his chance.

   She might be easy but he didn't know and he sure didn't want to get
caught.  But his brain instantly told him ...  get her alone and try to
feel her up.

   The little girl saw that he was watching her panties so she opened and
closed her legs a bit, teasing him.  Wow, he was staring hard.  Cool!!  she
thought to herself.

   "Pweaseeeee Uncle" Roxie jumped up and ran to him, climbing into his lap
and putting her arms around his neck, hugging him in little girl fashion.
She saw as she jumped on him that he had indeed gotten a big bulge in his
pants.

   "Pweasseeeeeeeee" she begged again in her immature voice as her legs
wrapped around his hips and Roxie's little pantie covered crotch went down
hard against his extremely stiff penis causing him to groan as the pressure
from her young body felt soooo good.

   Her little brother now got in the act.  "I wanna stay up too!!!" He was
gonna be a problem.  Uncle needed to get Roxie alone without brother around
so he wouldn't tell on them.  Alex thought for a minute as Roxie bounced
and figidited on his lap causing his boner to adjust in his pants to where
it was pointing straight up towards his stomach and the little girl was
straddling the obvious big bulge it made.

   Roxie felt her uncle's boner between her legs and was super proud that
she had made him get a stiffy.  She wasn''t sure what to do but her female
instincts took over and made her hump and tease it some more.

   Brother couldn't see it from his view on the floor but Alex realised
Roxie MUST be able to feel it through her panties.  And she kept humping
him.  OMG she knows I have a hard on!  She has to know!

   His heart was pounding and his face was on fire as he mumbled "Will you
two keep it a secret if I let you stay up past bedtime?"

   "YES" they both yelled and with that settled brother turned his
attention back to the TV.  Roxie stayed in his lap with her pantie covered
crotch now resting on his boner.  His erection all of a sudden flexed
uncontrollably like hardon's do sometimes.

   Roxie felt it for sure as she giggled loudly and wispered in his ear
"Wat dat uncle?"

   Again his brain raced ...  now he knew for sure that she was feeling his
boner and she wasn't trying to stop him.  Roxie was keeping it a secret so
brother wouldn't hear her and he wondered what else he could do to her.  He
checked to make sure brother wasn't watching and then slid his hands up
under her t shirt and held her down against his meat as he purposely flexed
his hardon again while pushing up against her crotch.  " OOHH" she moaned
as she wrapped her arms tighter around his neck and pushed hard down
against the rock hard mass that was stimulating her little clitoris.

   Now he was totally certain Roxie knew what was going on and he quickly
decided to see if he could feel her up, not sure if she would let him.  He
caressed her back with his left hand as his right hand went down slowly to
her panties waist band and stopped.  She didn't do anything to stop him and
he noticed her breathing was getting faster now as she humped him softly.

   It's now or never he thought as he moved his right hand down to her soft
cotton pantie covered buttocks ...  waiting ...  then with no protest from
her he started feeling up her nice firm ass through her thin panties with
both hands.  Her breathing was coming even faster now as she raised up a
little bit to let him get a really good feel of her ass.  Softly squeezing
and cupping her ass cheeks he explored every part of them, creating a new
sensation for him and her both.

   Roxie was tingling all over and while she knew it was being a bad girl
she let him feelup her butt all he wanted.

   Now he was fully emboldened as he gently feltup her ass with both hands,
his boyhood dreams coming true.  He was actually feeling up a girl's ass.
And a really nice ass too!  Even more was the fact that Roxie was letting
him feel her up and somehow the idea that she was letting him feel her up
excited him even more.  She was being dirty with him.

   He experimented now and pushed his fingers into her pantie covered butt
crack a bit and was rewarded with a groan as Roxie did a squiming twist
that pushed her butt up and open a bit more for him to invade her privates
even easier.  The little shit loved it!

   "OH Yeah" Roxie thought to herself.  He must know what he's doing so
I'll just let him do it.  She clung to him as he continued to take
advantage of her, setting her loins on fire.

   Brother heard the last groan and started to turn around.  Luckly Alex
saw him and quickly drew a blanket that was laying next to them over their
bodies.  "What's wrong Roxie?" brother asked in a concerned voice.

   Roxie couldn't talk as she was so turned on that she was almost
comatose. "She has a bellyache brother.  I'm going to have to take her
upstairs to bed.  Will you be OK down here alone for a while?" Alex was
amazed he had been able to think that reply up on the fly but it was the
perfect response to allow him to get her alone without any suspicious
story.

   "Yeah" brother replied casually and turned back to the cartoons on TV,
putting them out of his mind.

   Alex couldn't believe his luck.  He could take this willing little slut
upstairs and do anything he wanted to her while her brother would leave
them all alone and not suspect a thing.

   Alex stood up holding the little waif with his hands feeling her up on
her pantie covered ass and the blanket covering it all up including his
massive boner that brother would have seen for sure.

   Roxies' little arms were wrapped tight around his neck.  She managed to
get her thumb into her mouth and start sucking it contentedly as he carried
the hapless little one upstairs to her bedroom where she would be all alone
with her now sexcrazed uncle.  She moaned as he again invaded her pantie
covered butt crack and pushed her panties into the little asshole just a
tiny bit.  He didn't know how to feel up a girl or what to do for sure so
he just reacted to whatever she seemed to like and discovered that playing
with her asshole seemed to get some reaction from her.

   Roxie felt herself getting very wet as Uncle molested her while he
carried her upstairs and his fingers were going everywhere on her privates.
This was soooo nasty and exciting for her.

   They reached Roxies small dark bedroom that smelled lightly of pee and
Alex laid her down on the urine stained bed.  He quickly locked the door
and turned on a lamp next to the bed that was covered with a towel.  She
was afraid to sleep in the dark and so that acted as her night light.  It
gave enough light so he could see her laying there with her tee shirt
pulled up and her cotton panties stuffed into her crack.

   Roxies vagina was large and her mound was very prominent for her age. 
The little girl was sucking her thumb and her brown messy hair covered the
dirty pillow under her head.  The tangled sheets were stained with pee
where she had wet the bed in the past and it didn't seem to bother her as
she lay there with her legs spread open waiting for Alex to do anything he
wanted to with her.

   He had never felt up a girl before so he wasn't sure exactly what to do
as he sat on the bed beside her.  Still not confident of his ability to
make out he put his hand on her tummy under her t shirt and started rubbing
around her belly button to test and make sure she was still going to let
him feel her up.  She giggled and pushed his hand lower towards her
panties, signaling him that she indeed would let him keep on molesting her.

   His fingers traced over the tiny waistband of her thin worn out cotton
panties and slowly went down towards his goal now that she had encouraged
him to do so.  Reaching her large mound he pressed against it causing her
to groan and hump up.  Hmmm she liked that, guess I should do it some more
he decided.

   His hand massaged her there a bit and then he went on down to her cotton
covered crack.  Alex noticed it was damp.  Gee did she pee herself he
wondered.  By now his boner was aching to be let out and he wasn't sure how
long she would let him feel her up so he slid his hand under the cotton
legband to get his very first feel of a naked pussy.  It was sooo soft!!!
Roxie still just lay there letting him feel her up.

   She squirmed a bit as she felt his warm soft hand on her privates that
were on fire now and starting to tingle.  It almost felt like she had to go
peepee but it was somehow different and very exciting.  Roxie knew this was
being a very bad little girl and if she got caught she would be in trouble
big time but she didn't even want it to stop.

   Deciding to go as far as he could he slid his pants off and got up on
his knees between her little legs, his boner staright up in the air.  Roxie
stared at it wide eyed.  She had seen her brothers pee hardon but it was
only little.  Alex's was BIG.

   Alex reached down and pulled her dirty panties off as she lifted her
firm hips to help him undress her.  He had no idea what to do but
remembered seeing a picture of a man on top of a girl so he layed on her
and put his penis on her mound.  Hmmm.  Now what?  Roxie humped up a bit
but didn't know what to do either.

   Seeing this was going nowhere Roxie giggled and wispered to him "Lick my
peepee."

   "What?" He asked.  Alex had never heard of doing that.

   "Lick my peepee" She giggled again unabashedly.  Roxie's older lesbian
cousin, Alice, had licked her to her very first orgasm that way and had
done it to her several times after teaching Roxie to masturbate.  All Roxie
knew was that she wanted to cum soon as she was very turned on.

   Well gross, but OK Alex thought.  I guess she knows how to do it.  He
got down between her legs and checked to make sure there was no pee and
then started licking her mound.

   Roxie quickly grabbed his head and moved him to her clit as she spread
her legs wide open and parted her pussy lips with her hand as she had been
taught to do by Alice.

   The smells and sensations were so new to him, kinda pee, kinda musky and
kinda he didn't know what.  And it was all slippery wet.  All of this was
intoxicating to his male senses and his mind was taking it all in and
recording it.  So this is how a girl smells!

   Alex fumbled around a bit till Roxie exclaimed "There" she commanded him
" OH yesssss there" She moved his head to where it felt really good.

   He licked her clit that was swollen now, engorged with blood and
tingling like crazy.  Roxie held his head in place as she humped his face.
Alex wasn't as good as her cousin but he would do.

   It was the first time she had been licked down there since her cousin
Alice had done it to her a couple months ago and Roxie was on fire.  Seeing
Alex's big penis was a first for her also and as she thought of it she
started to cum.

   Roxie humped up very hard against Uncle Alex's mouth and pressed his
head tight against her clit.

   "OOHHHHHHHHH" she squealed loudly as her orgasm hit her hard.  She had
wrapped her little legs around his neck and clamped her thighs tight on his
neck as she humped harder during her orgasm.  She squealed loudly the whole
time she was climaxing.

   Alex had no idea what was going on and it scared him when she squealed
and humped his face so very hard.  He thought he had hurt her.

   And then he was sure he had hurt her because now she quit squealing and
quickly pushed him away and closed her legs.

   "Did I hurt you?" he asked dumbly.

   "No" the little girl answered breathlessly.  She couldn't explain how a
girl becomes extremely sensitive just as they orgasm and any touch is
highly stimulating and almost painful, hence they push away anything that
touchs them until they come down a bit.

   After a few seconds Roxie unashamedly slipped her fingers down to her
clit and rubbed around it softly, getting all the good feelings she could.
It had been a very good cum and she was tingling all over her maturing
female body.

   Alex just watched and didn't know what to do.  His boner had kind of
drooped as he was confused but it was a good thing because just then there
was a loud knocking on the bedroom door and a rattling of the door knob.

   "What's wrong Roxie?" It was brother!  He had heard her moaning and
wanted to see if she was ok.  Thank God I locked the door Alex thought.

   Alex scrambled and put on his pants as Roxie pulled a sheet over
herself. Seeing her panties on the floor he stuffed them in his pocket to
hide the evidence so little brother wouldn't suspect anything.

   Unlocking the door he let bother in and explained they were just playing
and said he made her squeal while tickling her.  Brother calmed down and
went back downstairs once again leaving them alone.

   But it was too late now.  Roxie had had her orgasm and was falling
asleep and was no longer interested in sex stuff.

   Alex locked the door again and went to the bed, pulling off her sheet
and exposing her nude little girl body to his view.

   "NO, DON"T " She pushed him away when he tried to feel her up again. 
That confused him because he had just been so successful feeling her up and
now she was totally against it.  HUH?

   "Go away" she whined.  "Dang!!  Now what?" he thought as his boner had
now come back in full force.  "Hmmm" he pulled her panties out of his
pocket and sniffed them.  WOW they smelled just like her little pussy!

   His cock went bone hard as he headed into the bathroom and locked the
door.  He quickly dropped his pants and sat on the toilet seat and started
jacking off while sniffing her little cotton panties.

   He quickly started to get the good feeling and shot the biggest load
Alex ever squirted in his life.  It had been building for the last hour and
squirted all over his chest and face as he jacked wildly losing control of
his jacking hand that took off wildly while he was ejaculating.

   Roxies' panties were soooo exciting.  Alex rubbed his cock with them as
he came down off his orgasm and mopped up all the cum he had squirted with
them.  He was surprised at how much had come out and was proud of his
accomplishments tonight.

   His first successful feelup of a girl and a real big squirt.  What more
could a boy ask for?