Bobby, can I ask you something?"

"Sure, hon," I answered as I checked my mirror to change lanes.

"What's 'jerking off?'"

"Mmmfff!" I swerved, almost crossing the second lane and into the third. At the same time I had to swallow hard to stifle a laugh. Not a question I expected from my ten year old niece while driving down the JFK on a Tuesday morning.

"Where did you hear about that?" I asked.

"Eddy said she saw her brother jerking off."

Here tone was matter of fact-I realized that she really didn't have a clue. Just then WGN started the traffic report-I turned it up-give me more time to think.

Sadie had come to live with my father a couple of years ago after my sister had died. Six months ago, I had moved into the basement apartment when things with my ex just became too unbearable. My dad was a great guy and loved Sadie dearly, but, I realized, he was absolutely the WRONG person to tell a "tween" girl about sex. In fact, he would never do it. He had ignored the subject with me-I learned about sex from my friends, girly magazines, and the pathetic "Family Life" classes at school...not a good start.

"Well, honey, what did she actually say?" The traffic report had ended and I had turned the radio down.

"Is it sexual?" she was blushing, probably now regretting bringing it up.

"Yes it is," I said.

"Oh." She turned away to cover her embarrassment.

I laughed quietly, gently teasing her, "So, do you still want to know what it means?"

She looked out the window, keeping her blushing face turned away, and didn't answer.

"Well, I'll explain this evening, if you want."

We drove on to her academy and I dropped her off. As she was getting out I stopped her, "Don't ask your Grandfather, he'd be upset." She nodded, then headed up the stairs of the big brownstone building. I found a parking place and caught the train down to the loop.

At 6:30 I arrived home. Sadie was sitting cross- legged on the living room floor, surrounded by papers and books, a calculator in one hand, pencil in the other. Dad came out of the kitchen wearing an apron. Dinner was a pork roast, potatoes and salad. After cleaning up, I went down stairs to my apartment and Dad headed off to bed. At 68 he spent most evenings alone with the TV, that's how he liked it. Most evenings Sadie would spend downstairs with me, watching TV and doing her homework. Sometimes, especially when it was warm, we would go out for ice cream before bed.

I was sitting in my Lazyboy with a glass of wine when Sadie came bouncing down the stairs and jumped onto the bed, settling down to finish watching "Myth-busters." And, no, you really can't clean the stench of a rotting pig out of a car. The show ended and I turned off the TV.

"Time for bed, hon," I said.

"Can I stay up a little longer?"

"Ok, but it's reading time," I relented.

She opened an old copy of National Geographic while I went back into the latest Steven King. We sat companionly for several minutes, the grandfather clock upstairs chimed 10 PM. I watched her, inspecting the child. Her shoulder length dirty blond hair was mostly dried out from her shower earlier. Brown eyes, long lashes. Her skin is clear, nose straight without being prominent, full lips around a smallish mouth. She's a little heavy, hopefully she'll lose that when she lengthens out. She's right around 100 pounds, 4 1/2 feet tall. Not an especially pretty girl, but not someone the boys will be embarrassed to be with.

I smiled, "So, do you still want to know about jerking off?"

The question was a total surprise to her, she started giggling and turning red. "Nooooo?"

I laughed quietly, then took on a more serious tone. "No, honestly honey, do you really know anything about sex?"

Again she giggled but this time she looked hurt, remembering something painful. I was really surprised to see tears in her eyes. Now I was concerned. I got up and went over to her, sitting down and putting my arm over her shoulder.

"What's wrong, hon?"

She was quiet for a few moments. Then, "Well, Eddy's always making fun of me-calling me 'Little miss in-o-cent.'"

"Oh," I said. "You really don't know what she was talking about."

She shook her head.

"Well," I paused, feeling a little uncomfortable, "what do you know about sex?"

Again she shook her head in silence, crying with embarrassment-because she really didn't know.

"Well, do you know how babies start growing in women's tummies?"

"God gives babies to mothers." She was totally serious. She had been too long in Baptist schools.

"Well, yes dear, but it takes more...usually." I paused, "It's fathers that start babies growing."

Again she looked embarrassed, I had moved beyond the stayed discussions at school. However, I was pretty sure that she was embarrassed by not knowing a secret that everyone else knew.

"What's the difference between men and women?" I asked her. "I mean, physically."

"Well...." again she looked embarrassed, "Men are bigger and stronger...and they grow beards..." she was quiet for a moment, "and women have breasts...." again she paused, "and long hair."

We were quiet for a moment. "Well, hon, except for the long hair, you're right,....but what else?"

Again she was embarrassed, kind of squirming around, her hands in her lap, eyes looking up at the ceiling. Suddenly her continence changed, she covered her face with her hands and started to cry.

"Oh, honey," I sat down next to her. "Don't be embarrassed because you don't know."

"I...I..." she sobbed.

"Ok, honey. Let me tell you." She looked up. "Men have a penis, do you know what that is?"

She wiped her nose and sniffled, "That's what men use to pee, dogs have them too."

"Men use them to start babies too," I said.

"How?"

Now we were getting somewhere, and in my pants, I felt a stirring. "When a man puts his penis inside a woman and squirts semen inside her, that starts a baby."

A look of total confusion and wonderment. "Huh?" "Have you ever seen a boy naked?"

Again, embarrassment. "Noooo...."

"Haven't you ever seen, maybe, been at a friend's house when her mother changed her baby brother's diaper."

"No."

This little girl really didn't know the difference between boys and girls! Now, how was I going to deal with this without totally freaking her out?

"Let's do some show and tell," I said.

I started unbuttoning my shirt, "You've seen me without my shirt before." I pulled it off. She looked at me, no big surprise here. "You and I look a lot alike, right?"

"Yeah, but you've got hair on your chest."

"Ok, but boys don't, right? They look just like you, right?"

"Yeah...."

"But women have breasts," I said.

"Uh huh."

"Ok, now pull off your nighty and we can see you."

Again, she looked embarrassed.

"Come on, hon, we're exactly alike...except for the hair."

She looked around, then gathered the fabric and pulled the cotton nightgown over her head. My dick surged.

She looked at my chest. I looked at hers. She was still completely flat, no swelling at all, her nipples were just a couple of shades darker than her skin and only a half of an inch around.

"See, we both have nipples, but there's really no difference," I said. "Except that, in a few years, you're going to grow breasts."

She had settled down from her embarrassment. "Why?"

"Haven't you ever seen a women nursing her baby?"

"Ohhhhh....."

"You've seen puppies or kittens, right?"

"Yeah." It seemed that the idea that people would be the same had never occurred to her.

"Ok," I paused for effect, "You've never seen a guy's penis before?"

"No..." again she was embarrassed.

"It's alright if I show you mine?"

She looked around, blushing. I stood up and undid the snap at the top of my jeans. I stepped back, then pushed them down with my briefs and stepped out of them. My dick was swollen but not hard. Sadie looked at me, not knowing whether to be embarrassed or curious. "It's ok, hon, every guy has one."

"That's what you pee from?" she asked.

"Well,... yes," I said. "As a matter of fact, I need to pee right now."

The apartment was just one room with a bath. I walked into the toilet and let loose, knowing that Sadie could watch from the bed. The stream of urine arched down, splashing. I glanced at her, she was watching me. I shook the last drops of piss off, flushed, then went back into the bedroom.

"You don't wipe?" she asked.

"No, men don't have to, when they pee. We also pee standing up, it's a lot more convenient," I said. I sat back down on the bed.

"Yeah. I saw a man peeing in an ally once. Mommy said it was gross."

"Uh huh," I said. I sat down next to her. "Ok, now you have to take your panties off."

She started to blush again.

"Ok,....not yet," I said. "Let me show you some things." I paused, then lifted my cock. "This is my penis. Usually men call it their cock or dick. Underneath it," I pulled it aside, "are my testicles, or balls." I showed her the boys. "These make semen which is what starts babies growing in lady's belly's."

She looked at my gonads with a combination of curiosity, incredulity, and fear. "What's semen?"

"It's a white sticky fluid. In side it there's little tiny tadpole looking things called sperm swimming around-millions of them. They're too small to see without a microscope."

"A man puts his semen up inside a woman's slit," I pointed at her crotch. "If the woman has an egg ready, not like a chicken egg, these are real small, almost too small to see, one of the man's sperm will join with the egg and it will start growing into a baby.

"Ohhhh...." Not for the first time that evening, things made sense to her.

"Now, take off your panties so I can show you."

"I don't want to have a baby!" she said.

"No...no....no...," I laughed. "I just want to show you things about yourself." I paused, "Don't worry, I wont even touch you." I said.

With a somewhat skeptical expression, Sadie stood up, then hooked her thumbs under the waist band of her pink panties, then pushed them down.

As I explained earlier, Sadie is a little heavy, so her pussy lips are really just a crease where her belly meets her thighs. Her skin is unblemished, a smooth track down her stomach.

"Your slit is the bottom of a passage, called a vagina, to your womb. Actually, that's called a uterus, but womb is a nicer word. Your womb is up in your belly. Babies grow in a woman's womb after a man puts his semen inside her, and if she's ready. That's what making love is, a woman takes a man inside her and, together, they start a baby. It's like the most wonderful hug you can have and it feels real good. That's what 'making love' is."

She looked down at herself, "ohhh...." A lot of things were falling into place for her this evening.

"It feels real good to make love." I said. "But, you can feel a little bit like that by masturbating." I paused for a little while, "That's what your friend was talking about."

This brought her back, "Oh."

"A lot of people laugh about jerking off, but everyone does it."

"You do it?"

"Yeah, almost every night. It feels good and doesn't hurt anything." The conversation was making things look up, you might say. Sadie watched my half hard cock bouncing with my pulse. "Here, let me show you."

I reached down and started stroking myself. The man responded immediately, rising to full attention.

"How do you make it big like that?" she asked.

I was beginning to build and my voice was a little horse. "It gets hard when you rub it, otherwise it could never go inside." My jez was definitely building, I leaned back as I quickened my stroke. "In a minute, my sperm will come out, that feels really good."

The whole scene was just too much of a turn on. Jerking off in front of women had always been a thing for me, now doing it for my ten year old niece was just awesome. I smiled at myself when I realized that I still had my socks on. I must be quite a site for her, laying back wearing nothing but socks, stroking my schlong.

"I'm about to cum," I said. I was losing control, my free hand was clutching the sheets, my toes pointed. I got down to the short strokes, concentrating on the head, arching my back as I humped into the air. Sadie jumped back when the first string of cum leaped into the air, arching over my hand and landing on my belly. I pumped more, the cream running over my hand and down my shaft. I grunted a couple of times as I pushed the last of my load out, it dribbling over my knuckles and stringing out onto my balls.

The wave a relaxation flowed over my as I sank down onto the mattress. "MMMmm, that was great," I said, focusing my eyes on my surprised niece.

"That's your semen?" she asked.

"Yes," I looked down at the mess spread around my crotch. "Men really can't just squirt it a will, we have to be rubbed like that." My cock was softening , laying over in a pool of cum on my hip. "Get me a big wad of toilet paper," I asked.

Sadie bounced into the bathroom, then came running back. She watched as I cleaned the mess up and then made a basket with the cum rag in the can across the room. "You can do that too by rubbing your slit."

"Will I squirt that stuff?"

"No," I said. "But you might feel kind of wet and slippery down there, sort of like sweating. I paused, then got up and went into the bathroom for a mirror. "Here, let me show you your parts down there.

I came back into the room carrying a small mirror. "Sit down on the bed and spread your legs," I said.

She did.

"Now take the mirror and put it so you can see yourself," I handed her the mirror.

She sat up with her back straight, hunched over herself, her knees sticking out to the side, the sides of her feet on the sheets. She held the mirror below her crotch. With her legs spread, her outer pussy lips pulled apart, I could see her clit and below the inner lips.

"That ridge down the middle there ends in your clit, or clitoris. Just below that is the opening that your pee comes out of. Your clit is real sensitive, it's what feels good when you rub it." With the slight pulling, her inner lips had parted slightly. "Below there is the opening to your vagina, that's where a man puts his penis and sperm. At the top, up inside you, the vagina leads into your womb, where babies grow."

She peered down at herself, discovering things she had never seen before. "If you'll spread the opening a little, you can see something else." She looked up at me, a questioning look on her face. "Don't worry, you can't hurt yourself."

With two fingers, she spread her lips. "There's a little flap of skin over the opening, little girls have it if they've never made love." She leaned further forward and pulled more, then I could see her half moon cherry. "That's called a Hymen, or a cherry. The first time you make love a guy has to break it to get his penis in there," I paused. "It hurts a little and you'll bleed a little, but that will only happen the first time. I'm telling you this because, sometimes, girls break it masturbating. I just don't want you to be scared. The important thing to remember is that you can't hurt yourself, every one does it, and it feels really good."

She leaned back and handed me the mirror, shaking her hair back. She was silent.

"Now, lean back and try rubbing yourself."

"Bobby, I don't want to do that!" she said with a giggle.

I gently pushed her back onto the bed. "Go ahead, hon. You'll really like it."

She heaved a big sigh and lay back into the pillows, moving her hand across her hip and into her crotch.

"To start, you want to gently rub your clit."

Her pointer finger probed into her slit, tentatively sliding along it. She pushed a little deeper, then caught her breath, "Oh." She stopped, spreading her legs farther, settling herself, then, covering her crotch with her hand, she started moving her finger tips back and forth. Her breath deepened. She did this for about a minute, pushing her fingers harder against her hairless cooch, starting to hump to meet her hand.

"Try pushing one of your fingers inside you," I said.

She turned her head, looking at me as if I hadn't been there. Then she reached deeper and gingerly pushed her index finger into her cunt. "Ooooooofffffff....." she groaned as she closed her eyes. She pulled her hand back, her fingers were wet and her pussy was shiny with her pussy juices. She lifted her knees up and started frigging herself. Soon she was humping against her hands (she was using both now, one with her finger deep inside her, the other moving her clit in a sideways, circular, movement. Her skin was flushed and she was shining with sweat as she forgot about everything, madly twiddling her clit while she fucked herself with her finger.

I was hard again and had started stroking myself, although I knew I was far from cumming. Sadie humped into her hands, her knees up, her chin against her chest. Then she threw her head back and shot out her legs straight, pointed. "OOOOHHHHHHhhhh!" she exclaimed as she was rocked. She shook twice more, knees up, head down, then slowly sank back into the pillows.

"Was that good, dear?" I asked.

"MMMM,....a, huh," she half moaned, letting her hands fall to her sides. "I want to sleep now," she said.

I watched her for a few more minutes as she fell asleep. I considered sliding in next to her but, no, my dad is often up in the night.

After about 10 minutes, I woke her. "You need to go up to bed, dear," I said.

She stood up, stretching and yawning. Then she shook, startled to realize she was naked. She looked around, picked up her nightgown and panties and headed for the stairway, leaving me standing next to the bed. She was on the first step when she stopped, then came back to me and hugged me, my soft cock against her stomach.

"Good night, Uncle Bobby," she said.

"Good night, dear. I love you."

"I love you too, Bobby." She hugged me again, then scampered up the stairs leaving me to spend the rest of the night madly jerking off to the memories.