Mmm, she is so lovely and so sweet. I remember it as if it was yesterday. Mmmmmmmmmmmmmmm...

It was a very warm July weekend and my brother Brad was having a get-together up at his place on the lake. For a couple of months now he had been pestering me to come up for a visit, but until then I always seemed to have other things that I had to do. In fact, I had not seen him or his family in a couple of years because I had been working in another state, and had only recently returned home, in early May.

I decided I would take him up on his invitation and go up to see him. We always got along pretty well and although, as with most brothers, we had our run-ins, we were still brothers and blood is, as they say, thicker than water.

His wife Sue is a whole different matter. Because we all went to school together as kids in a small town where everyone knows everyone else, I have known her as long as Brad has. She even had a crush on me when we were in high school while I was a senior and she was a freshman. I'm sure that because I wouldn't have anything to do with her that she has not forgiven or liked me ever since. From the time that they were married, she has always had a sort of attitude towards me; but she's good to Brad and he loves her dearly, as she does him, so that is all that counts.

The drive up to the lake was a nice slow easy drive, on one of those summer days where it just feels good to the soul to be outdoors. I took my time and just enjoyed the drive, knowing I would have to deal with Sue when I got there and was not really looking forward to it.

As soon as I pulled into the driveway, I saw my niece June out on the porch. As I say, I had not seen her or them in over two years and man, had she grown in the last couple of years - - Wow! Seeing me drive up, the youngster smiled and ran out to greet me and to give me (her favorite and only uncle) a big hug and kiss.

As she approached me, I was amazed at the change in her. The last time I had seen her she was a 'kid' but not any more. She was on the verge of becoming a young woman now, with her blond hair and lovely blue eyes so bright and clear. She had just turned 13, the month before, and was a vision of youth and beauty. Her small, but well-developed, breasts were firm to my chest as she hugged me and gave me a kiss.

I marveled at the change in her. I was almost speechless as to how lovely she was. I honestly think she could sense my thoughts as she smiled at me and gave my hand a tight squeeze. Then, with a little twinkle in her blue eyes, she said, "I have grown, huh Uncle Cliff?"

I caught my breath. "You sure have honey; you are a beautiful young lady."

She kissed me again and led me up to the house. Just then Brad came out and said, "Hi," and welcomed me with a handshake and a hug of his own.

I said, "Well little brother here I am. I've been away so long I wasn't sure if I'd still be welcome up here."

He smiled and said, "Well I guess that once every couple of years we can put up with you." We both laughed and went inside.

Sue came out of the lounge and gave me one of her wax-like smiles; it was obviously fake to anyone who saw it, yet she didn't care who knew that it was forced. She said hello as if it were only yesterday that we had last seen each other and I said hi back and just left it at that.

*******

Well, for the rest of the morning, Brad and I just sat outdoors and enjoyed the fresh air, talking and catching up on things and having a couple of beers or three. June sat with us for an hour or so and then I guess she got bored with our talk because she said she was going to take a swim in the lake.

With that she got up and went inside the house to change, while Brad and I sat under a big elm tree at the side of the house in the shade, continuing to relax and talk sports and such, nothing important. I was sitting facing the house, and he was facing away from it. It was a few minutes later, during a lull in our conversation, that my eyes caught some movement in the direction of the house.

After first glancing at Brad and seeing him with his eyes closed, I looked a little closer toward where I'd seen the movement, and saw that it was June in her bedroom, which was in that corner of the house. Her window was open and her curtains were tied apart, so I had a good view into her room. There she stood, next to her window, looking out at us. I thought she was going to pull her blinds closed so we (or I) could not see inside.

Instead, I almost choked on my beer. There, to my amazement, was this 13-year-old girl, who was starting to undress as I watched. Although I could not see below her waist because she was standing at the window, it was very obvious that my niece was taking off the shorts she had been wearing. Watching me as she did this; obviously knowing that I could see her. Indeed, I'm sure that she was putting on a little show for me.

I was then riveted to the scene that was taking place before me. As June pulled off her little top that she had on, I was greeted with the sweetest, loveliest, little breasts I could have ever imagined; the kind that were just getting to be a mouthful. Seeing them, with their exciting-looking, puffy nipples, almost took my breath away. My cock got hard in an instant.

I was, and still am, amazed that Brad didn't notice that I was not paying any attention to what he was saying. To this day, I still have no idea as to what he was talking to me about during those exciting minutes. I was mesmerized with my niece's beauty. As I watched, she took off her top and stood there looking out at me; she just smiled at me and then walked away from the window, back deeper within her room, but still in full view of me and my probing eyes.

I then got my first look at her perfect little round firm ass. For at least thirty seconds, she just stood there, and then slowly she turned; showing me her sweet, little, almost-hairless pussy. As I watched in disbelief, the youngster reached down and slowly rubbed herself with her hand, while her eyes stayed on me, watching my reaction.

I could not believe how beautiful she was and was abhorred yet fascinated that I couldn't turn away; I just couldn't take my eyes off her! She knew what she was doing and loved it. She could see my undivided interest and sense my total excitement.

My brain was working but not rationally. I knew that I shouldn't be looking, and told myself that, 'This is my own niece! My brother's daughter! Turn away, Cliff!' My self-warnings were to no avail. There was just no way that I could turn away from this sight. Finally, to both my relief and my chagrin, she walked out of my view. As wrong as it was that I had looked at this whole thing and hated myself for not being able to avert my eyes, I was still thinking to myself, 'Come back little June-bug. Please come back. I want to look at you forever.'

In a minute or two, I saw her temporarily come back into view and then go out of her room. She was back outside with us within a few seconds and I could see that she had changed into a very small bikini suit. I had to fight to keep my eyes from zoning in on her as she came over by us to say that she was going down to the dock to take a swim and she asked if we wanted to come and join her.

"No. Thanks, sweetheart," said Brad. "I'm going to relax up here and have a couple more beers and talk with your Uncle Cliff."

I think I mumbled something like, "Maybe in a bit," or something like that.

My niece shook me up once again. After first kissing her father on the cheek, she then kissed me. To my surprise, as she did so, she very quickly touched her tongue to my lips. I almost fell out of my chair. Thank god, Brad hadn't been looking at us. Just that action had stirred my entire maleness.

I turned and watched her as she ran down to the dock. I think that those two minutes, from just before her kiss to my eyes following the bikinied body as it swayed away, was when my mind made itself up to what would be. My conscious brain may not have known, but the subconscious did: I wanted to fuck my own 13-year-old niece!!!

The sound of my brother's voice brought me back to earth, "She has turned into a lovely young girl hasn't she Cliff?"

My tongue was as hard as my cock right then and I wanted to bite it, so that I would not say anything that would indicate how 'hot' I was at that moment for his 'little girl'. I managed to calmly say, "Yes very much so; a big change."

Funny, even if I had been of a mind to go with my niece, I could not have stood up and walked at that point anyway because I had a raging hard on; I was trying to hide it as best as I could.

*******

About 30 minutes later, Sue came out of the house and asked Brad if he would go to the convenience store for her. The store was about 3 miles from the house and she wanted him to get some things that she needed for dinner.

"Sure, lover. I need to shake these woozies from my head anyway. Wanna take a ride bro?" he asked me.

My head said yes but my little head said no, and guess which one won?

"Nah, I'm too relaxed. Your truck would be stifling in this heat. You go and I'll think of you," I joked. "I'll sit and relax... Maybe I'll take June up on her offer of a swim."

"Cool," he said. "Whatever. I'll be back in a bit." He finished his beer and then stood; giving me a pat on the shoulder; and then went inside.

I sat alone, looking out toward the dock. At first I didn't see June there at all but as my eyes searched, I then saw her at the end of the dock, which was partially hidden from view. It looked as if she was down in the water. By then my cock had calmed and softened, but my male sensitivities were as alert as could be.

I went inside.

"... Oh, and you better get a quart of milk," Sue was instructing my brother, the last of her groceries needs.

"When you get back I'll probably be at the dock," I said to him as I walked past and to my room, where I changed into my swimsuit. I heard the front door close as I was changing and knew my brother had left. I grabbed a towel and when I came out Sue was sitting, watching TV.

"See ya later," I murmured politely. She didn't even respond.

Outside, I grabbed another beer and proceeded down to the lake. June saw me coming down and waved and smiled at me, "Hey!!!"

"Hey you, too," I waved back and smiled back.

"Come on, jump in," she hollered. "The water's nice."

Seeing her and realizing that we were alone, the male part of my brain had me nervously excited. Feeling my hard on coming back, I put down my beer and towel and hurriedly dove off the end of the dock; over my niece and into the lake. She was right. The water was nice and refreshing; just cool enough but not too cool.

As soon as I came up from the dive, June was upon me, playing and splashing me. She jumped on my shoulders, pushing me down in the water while laughing (it was more of a giggle) as she did. I reached up and grabbed her, and pulled her down under with me. As I did, she wrapped her legs around my waist and hugged me; her breast pressing against my chest. When we came up, she was holding on tight, looking straight into my eyes and smiling at me. Just from her touching against my bare skin and my cock was hard again.

Giggling and smiling, she whispered, "Did you like what you saw before, Uncle Cliff?"

I partially froze, not sure how to answer. Hell, I wasn't even positive what she meant, although I was pretty sure - - and, after all, this was only a 13-year-old girl. I warned myself not to say something silly. I stayed quiet, acting as if I was dumb.

"I saw you watching me in my room. Did you like looking at me?"

I didn't really know what to say, but my hard-on was in need and was quickly taking charge of my brain.

"Yeah. You've certainly grown. You were always a pretty little girl but, if I may be so bold, you have become a beautiful young woman!" She smiled that infectious smile that always got me, and I continued, "But I don't think that you should be doing things like that, sweetheart."

She pouted her lips up in a fake pout and said, "But I did that just for you. I thought you loved me? I was only trying to please you."

"Yeah, well I do love you, hon," I said, and then added, "And don't tell anyone - - but it DID please me,"

She smiled and let go of me and dove back under the water. I was just starting to swim back to the dock when I felt her touch the huge bulge in my shorts underwater.

She came up in front of me, smiling, and said, "Hmmm, un-huh, yeah, I can see that you like being with me." Before I could say anything, she reached down and was holding my hard cock through my suit. I almost came right there! She smiled and added, "Mmmm, yes, you do like being with me."

The hot looking girl then let go of my hard cock and swam back toward the end of the dock. When she got there, she hung on with one hand, while with her other hand she pulled her top off her breasts and touched her little nipples.

"Do you like them, Uncle Cliff? Or are they too little for you?"

"Oh sweetheart, I think they are beautiful. They're perfect! They'll get bigger with time, too. And I'll love them even more."

I swam over to her and came right against her. I was so scared that someone was going to see us, yet I couldn't help myself; I was too far gone already. I looked around and realized that we were well hidden from any prying eyes. I knew this was wrong and I should say something and just leave her, but I couldn't. I was so taken with her shear beauty nothing could have taken me away from her.

I never did find out how this child-woman had become so mature at such a young age. It seemed natural for her to put her arms around my neck and kiss me, her tongue forcing itself in between my lips, our tongues touching as she pressed her breasts against my chest, her bare skin against mine.

I reached down and held her sweet firm round butt in my hand as I kissed her. I was hungrily kissing my own niece! My hardness was pressing against her thighs as I kissed her, long and deep; a passionate kiss that makes you all warm inside. I kissed down on her neck and down to her succulent nipples, kissing them and sucking on them gently.

I was in heaven. My cock was like a rock. I could hear her little moans as I sucked on her breasts and could feel her breathing getting deeper and faster; as mine was also.

Dammmmmmmm! I wanted her right there and really, at this point didn't care who saw us!

June reached down and rubbed my hardness and then, to my utter surprise and delight, she slid her hand into my shorts; grabbing my hard cock as I sucked on her small, exciting tit.

"Nnnnnggggghhhhh." A long drawn out groan came from me as her fingers enclosed around my cock.

Lost in the sexual heat of the moment, I slid my hand under the lining of her bikini bottom, first feeling her smooth ass and then moving lower, down between her thighs. Soon my fingers were gently but determinedly rubbing against her smooth hairless pussy lips, parting them while gently twirling around her little clit. It was hard and my niece was wet. To my surprise, the sticky wetness within her was not from the water we were in.

She moaned and squeezed my cock, hard, as I slid my finger into her. She was so tight I could tell she was still a virgin. I slowly pushed my finger a little deeper into the youngster and she let out a little moan and held me tighter. I kissed back up to her waiting mouth and kissed her.

"Mmmnnn. June, I love you baby," I murmured.

She opened her eyes and looked into mine. I could see heat and passion and adoration and she said, "I love you too, Uncle Cliff."

It was then that I heard Sue call out for her, "June?"

My sister-in-law's voice startled me and I quickly, but gently, pulled my finger from inside her pussy hole and up and out of her bikini bottoms. At the same time, my niece hurriedly let loose of my hard cock.

I let her go and swam away as she pulled up her top, just as her mother came to the end of the dock.

"What are you two up to?" Sue asked. "Probably plotting against me huh?" she added and laughed.

I was initially freaked out and scared shitless that she might have seen us, but after a few moments, it was obvious that she hadn't seen anything.

"I didn't know for sure where you were. I wanted to make sure that you were out here with your uncle. You're okay?"

"Yeah, I'm fine, mom. It's been nice having Uncle Cliff around."

Then looking at me, Sue said, "Brad's back with the stuff. Dinner will be ready in about an hour."

"Yeah, okay, thanks. I'll be in, in a few minutes. This water is absolutely wonderful. Why don't you come in for a little while?" I said.

"No thanks. I have to finish dinner," she said and then turned and walked away, back towards the house.

June looked at me and smiled and I smiled back at her. When we were sure that Sue was out of earshot, we laughed at almost being caught. I swam back to her and again moved against this 13-year-old vixen.

"I better get out and get back," I said, rather sadly.

She reached down and touched me and at the same time she moved her lips to mine and kissed me. "Okay... I'll see you after dinner, much after."

I kissed her back and then she just swam away. I was watching her while wondering what she meant by that. I would soon find out as you will see.

*******

It was about an hour later that the four of us sat down for dinner. I was sitting across from June, and all through dinner with the small talk going on, my niece was rubbing my legs with her bare foot under the table. Once again the little minx had me hard and once again I couldn't stand up because of that. Damn, she was a little tease.

Dinner finished about 8 o'clock. After cleaning up the dishes and straightening up the room, we all went out on the porch and sat and just talked. About 10 PM, June said she was tired and was going to go to bed. Standing up, she first went to her mother and father to give kisses goodnight, and then walked over by me. Seeing her approaching I glanced at Brad and Sue, making sure that they weren't paying attention. When my niece again quickly touched my lips with her tongue, I was waiting for that, and this time I did the same to her. Then she quickly broke it off and headed to her room.

I guess we sat and talked for another hour or two and then my sister-in-law said she too was tired and was also going to bed.

My brother and I said good night to her and then sat and talked for another 10 minutes or so.

Finally, I had had enough. "Bro, I think it's that time for me too. The drive here and the swim have made me tired, as well."

He said, "Yeah. I'm a little tired too. And those beers we had helped a little too, I think."

Brad got up, stretched, and left, and I went to my room (the guest room). I got undressed, turned on the TV and laid down, thinking of all that had happened that day. Well, as I said, I was a little tired from the activity and the beer. Soon I was drifting off to sleep.

I have no idea as to how long I was asleep when I felt something touching me. I was a little startled to awaken to find June standing alongside the side of my bed, bending down and kissing me, ever so gently. To my further surprise, her arm was under the sheet and her hot little hand was beneath, rubbing my cock. Because I sleep in the nude, she had no problem finding what she wanted.

The TV was still on and was the only light in the room.

When she saw I was awake, she smiled at me and quietly said, "Hi."

I whispered, "Hi honey, what are you doing here?"

"I told you I would see you tonight," she giggled and kissed me.

As the cobwebs cleared in my head, my arousal was quickly reaching its peak. Kissing the youngster back, our tongues eagerly explored each other's mouth. Hurriedly, I pulled back the sheet as an invite for her to join me, and then reached out and guided her as she slid her body over to me. All that she was wearing was one of Brad's shirts, and nothing else. As she slid in next to me, I held her in my arms and kissed her deeply and passionately, moaning into her mouth from feeling her hot little body pressed against my nudeness.

She reached down and held my cock, which was rock hard now. I reached down and pulled up and off the shirt she was wearing. I marveled at my niece's awesome beauty, her naked body. Her head was lying on my chest as she stroked my hard cock, feeling it all.

"June honey, I love you so much. You're so beautiful."

She smiled, as a little giggle escaped her, and she blushed as she softly said, "I love you to Uncle CLIFF."

I kissed her passionately and she eagerly kissed me back. I threw back the sheet as I had to see her touching my hardness. Seeing her small hand around my hard cock, the sight was mind numbing; I am not what you would call small. She was looking at its size as she stroked it.

The youngster kissed me and slowly kissed down my chest as she stroked my hard, throbbing meat. I just watched as she kissed her way down my chest to my belly. Sensations were exploding in my body as the youngster licked my navel. I moaned soulfully, as she stroked my hardness. She kissed and licked down lower as I stroked her hair. She was down to the mushroomed top of my prick now. She kissed that head and licked it. I thought I was going to cum right then and there from the excitement.

Expertly, her small but sexually hungry mouth sucked, while her talented eager tongue licked up and down the shaft as she stroked it up and down. I managed to hoarsely whisper, "Ooo honey that feels soooo good."

My niece giggled and licked the shaft some more. She licked up to the head and put the crown in her wet sweet little mouth. I gently pushed down on the back of her head, just a little, and June took the hint and took more within her mouth. I was in heaven. It was as if this 13-year-old girl had done this many times before, but she later confirmed that this was her very first time.

She was sucking on me hard now; a little more in her mouth with each stroke. She had about 4 or 5 inches inside her now, and was stroking my cock up and down as she did. I was rubbing her back as she worked on sucking me.

She went a little farther down. There was about 7 inches in now before she gagged for the first time. The youngster didn't miss a beat though. She just sucked harder, and was jacking me off as she sucked. I was so close but I didn't want to cum just yet. Her mouth was so wet and so soft. Her virgin lips made me want to cummmm sooo baddddd - - Not now though...

I knew if she continued I would cum soon, within the next couple of minutes. I needed to stop her. Breathing heavily, I said, "Come here honey kiss me. Kiss your uncle."

June sucked hard. I finally managed to get her to slide her mouth off of my shaft and I pulled her up to me. She was still stroking my hard cock as I kissed her deeply; our tongues finding each others. I could not believe how hot my young niece was. She couldn't control her movements or her actions. Everything she was doing was on sexual instinct; a sexual need from inside her, driving her on.

I said, "June, honey, I love you. It's your turn now baby."

Upon saying that, I rolled the youngster over, onto her back and hungrily kissed her as my hand slid down over her erect nipples. Eagerly, I kissed her neck down to her nipples, as my hand slid further down her belly, to her thighs. I urged her to spread her legs a little for me and, as my hand found her sweet wet bald pussy, my niece began moaning with pleasurable, wanton sounds. I kissed down to the young-girl nipples and sucked on each of them; alternating between one and then the other, as my finger spread her pussy lips apart. I found her little hard clit and rubbed it as I continued sucking and nibbling on her hard nipples. She was wild for sex now; moaning and moving her hips to my touch. I slid my finger in her little pussy as I kissed down her belly; little butterfly kisses which made her quiver. I pushed my finger to the second knuckle into my niece's pussy.

"Ahhhhhhh," she uttered quietly.

She was very wet, which should have surprised me for a girl so young, but seeing how uncontrollable she was becoming from her excitement, I could see why. Yet, as worked up as she was, she was still tight; so tight even to my one finger. I kissed down to her clit and licked it as I pushed my finger in her all the way.

The youngster moaned loud and opened her legs wider for me. Her body had a desperate need to be pleasured

I licked her clit and then sucked it hard as I continued moving my finger in and out of her. She arched her hips up to my tongue. I realized that she was going to cum - - tonight - - NOW - - for the first time! It was then that my needs vanished. It was her needs that all of my thoughts and actions were directed toward. My niece tasted so sweet, so wet; that sweet, musky, sticky, wetness that only a virgin has. I licked her sweet, hard little clit, sucking on it hard as she moaned and arched her back; my finger gently but purposely working in her as I sucked on her clit.

I kissed down to June's little-girl pussy and put my tongue inside her. She let out a little whimper of pleasure as I licked down on her little ass. I could see she liked that but I knew that I had to save that for another time. I licked back to her throbbing clit and slid in another finger, knowing I had to stretch it out a little to accept my cock. My niece's young legs were spread wide-open for me now; my tongue and fingers working her to the max. I could see she was sooo close, as she was writhing under my touch and tongue.

I knew the time was now!

I gently, but hurriedly, moved to position myself between the youngster's legs. I was rubbing her little clit with my thumb as I took my cock and rubbed the head on her pussy lips and on her clit. June's eyes were closed and she was moving under me, each movement involuntary; she couldn't help herself, she was so ready. Taking just the helmet in my hand, I spread the youngster's pussy lips apart. I slowly pushed the cock-head in and it spread her pussy wide open for me. My niece let out a little yell as I pushed in a couple of inches; all the while rubbing her clit with my thumb.

"Shhh, easy, honey," I cautioned. "Oooo shhhh easy. Oh, I love you hon..."

I reached up and pinched her nipples. As I slid my cock into her a couple of more inches, I could see it take her breath away. I had about 5 inches inside her now. I was rubbing her clit while stroking in and out of her hot pussy. With each stroke, I would push in a little more. My niece was wide open for me now; her legs spread to their maximum. I thought I would tear her apart as I slid my cock in deeper. She was ready; I knew it was time; she was so close now.

I wanted this to be a great night for her. I wanted her to have an orgasm her first time; to be one she would love and remember for the rest of her life. The young girl was shaking now and writhing under me. Damn she was so tight! It had to be now as she was just there.

I pushed it all the way inside her and was amazed she could take all of me. As I entered all the way within her hot and wet little channel, she screamed, burying her mouth on my arm to stifle the noise. Her pussy was like a vice around my cock as her body was reacting to its max. As she began quivering and clutching tighter to me, I knew that she was cumming. She was shaking from side to side and moaning into my body, as she came hard on my cock. She was making so much noise that I thought that Brad was going to come through the door at any moment. I pushed hard and held it in her and she thrust upward and held; she seemed to cum for long minutes, though I'm sure it was only long seconds. As she came and her body tremored, her eyes stayed wide open while her pussy remained like a vice around my cock. I saw her eyes go to the back of her head as the youngster shook and arched her back and hips hard against me.

And then she went limp; looking at me. I bent and kissed her.

I kissed her and told her I loved her. She just smiled and said how great it was. She said she had no idea that it would have been so wonderful.

I rolled my niece over on top of me with my cock still hard within her. She lay on my chest as I just held her. We lay like that for a long time after I went soft inside her; kissing her and holding her tight to me. She kissed me and told me she loved me and that she'd wanted to be with me for a long time. I looked into her sweet deep blue eyes and kissed her succulent mouth.

We lay like that for an hour and then she giggled and whispered, "Can we do it again?"

I laughed and said, "I will teach you many things honey, we have time."

Again, she giggled and kissed me. We had a long, great weekend and the rest of the story will be told later.

I love you sweet June.

Uncle CLIFF.

The End