Bob McClintock had got himself into some major trouble. He had had his run-ins with the law before, and even done a couple of thirty-day stints in the county jug, but this time he had really hit the big time. For his part in an arson plan gone wrong he had netted himself four years as a guest of the Feds and, even with remission for good behavior he was going to be doing every day of two and a half years.

Things might not have been so bad if his wife, Leona, was still alive, but she had been dead for seven years when the bust came down and the problem now remained as to what was to be done with Lisa, his pretty young daughter of seventeen. An ad hoc conference of the relatives was hastily convened and, after some lengthy discussion it was decided that the best place for her was with Jethro and Wilma Turner who were cousins on her mother's side of the family over in Jefferson County.

The Turners had a twenty acre spread about eight miles from the Hartman, the nearest town of any size, and, though they had kept some cows for a number of years, their current livestock consisted only of sixty or so hens in a fenced-in run behind the barn. Jethro worked as a salesman for a farm equipment dealership and was frequently on the road, while his wife put in thirty to thirty-five hours a week at the dry-cleaners in town. They had had three children in all, but the two oldest, Myra and Eddie, were grown and had moved away with families of their own, while Billy, the only son still at home, was just a month or so shy of his thirteenth birthday.

Lisa's feelings about moving in with the Turners were somewhat mixed. In the seven years since her mother's death she had actually lived for various periods with a number of different relatives, so the actual change was going to be nothing new to her. Nevertheless, she still had some misgivings stemming from the fact that she really didn't know these cousins all that well, having only had contact with them at the occasional family gatherings every few years or so. She would have like to have gone to stay with her grandparents over in New Hampton but since that was, for a variety of reasons, not possible, she made up her mind to deal with the situation as cheerfully as possible.

Jethro and Wilma were more than happy to have Lisa come to stay. Aside from being able to help out a family member, her presence would be very helpful in that she could help take care of Billy and also do a number of other chores about the place. School had just let out for the summer and it meant that they wouldn't have to shell out money for a sitter during those times when they were both busy working.

Billy, on the other hand, was less than enthusiastic. He would have like to have had a male cousin of his own age come to stay, but he really didn't have much use for a girl who was older than himself and unlikely to be interested in his boyish pursuits. He groaned disgustedly when the plan was made known to him and it was not until the actual arrival of his pretty young cousin that his attitude made a sudden about-face.

Lisa, in point of fact, was a good deal more than merely pretty. She had long, ash-blonde hair and delightful green eyes dominating a delicately structured face with high cheekbones. Her complexion was radiantly clear and creamy and she was also blessed with a pert and slender little figure that could turn the heads of man and boy alike. Even Jethro had found himself giving her the odd sidelong glance (although that was as far as he would ever go) but it was Billy, much to his parents' amusement, who developed a sudden gawky shyness around the lovely teenager that was a marked departure from his normally boisterous self.

Billy had fully intended to maintain a cool aloofness to his cousin but her prettiness had made quick inroads into his resolve and, in a very short time, her naturally friendly disposition had disarmed him completely. She took an active interest in his pastimes and, when the worst of his shyness had worn off a little, she would listen companionably to his endless chatter on every subject under the sun. Billy would never admit the fact, of course, but it was plain to Jethro and Wilma that the lad had developed something of an adolescent crush on the beautiful young lady. With the exception of Lisa, of course, Billy had very little time for the members of the opposite sex, and particularly not for those girls of his own age who seemed to be nothing but objectionable nuisances. He had, however, started to develop a growing interest in the female form in the last year or so and he had traded an old air rifle he had for a small collection of torn and dog-eared girlie magazines that he kept hidden in various secret places. Along with this nascent interest in matters sexual, he had also discovered the solitary pleasures of onanism and, though this was a practice that always left him feeling incredibly guilty, it was also a pastime that occupied him two, three and sometimes four times a day. Naturally enough, this was not a hobby he talked about to his pretty cousin.

During the mornings, Billy normally had various chores to take care of, but his afternoons were generally free for his own pursuits. Sometimes he would keep Lisa company around the house, but more often than not he would be off doing this that or the other thing, frequently being absent for extended periods of time. Many such absences had to do with his new found solitary manipulations, of course, and had Lisa ever turned her mind to the issue she might well have guessed what he was up to. As it was, however, she was blithely unaware of his activities and it was not until a startling incident about a month after she arrived that his secret came suddenly and dramatically to light.

It happened, one Tuesday afternoon, that Billy was alone in the house whilst Lisa was busy cleaning the old straw out of the hen house. He had been reading in his room for a couple of hours but this eventually got boring and he decided to go and see whether Lisa was finished with her outside chores. He left his room and was just passing by Lisa's when he happened to glance through the open door and see, with a sudden little thrill of excitement, a small collection of her clothing hanging carelessly on the back of a chair. There was a bra, a pair of balled up worn socks and, most interesting of all, a delicate little pair of pale blue panties. The sight of these was enticing indeed and, after first glancing guiltily around, he stole into the room for a closer inspection.

Although he knew that Lisa was still outside, Billy did not want to run the risk of being caught in her room so he simply pocketed the tiny garment and hurriedly made his way downstairs. He knew he was taking a risk in purloining the panties but the prospect of having them was too exciting to pass up and so had thrown caution to the winds. If the loss of them ever came to light, he thought, he could simply disavow any knowledge of that matter and nothing would ever be proven. That was probably a remote risk in any event, he concluded and, with the panties securely in the pocket of his cut-off shorts, he arrived in the kitchen just as Lisa was returning from outside.

"God...I finally got that finished," she said, greeting him with a smile. Her face was red from the exertion of working out in the heat and there was a smear of grime across her forehead where she had brushed away a stray lock of hair. Her clothing was also quite dirty and disheveled but Billy thought she looked as pretty as if she were dressed up for a night on the town.

"Oh...uh...good," he replied. "I was just thinking of going for a walk or something."

"Alright," she said. " I'm going to wash up and then I think I might lie down for a bit."

"Okay," Billy responded. "I'll see you later."

Being quite glad to know where Lisa would be for the next little while, Billy made his way over to the barn intending to examine his find in privacy. There was a small room at one end of the structure that had once been used to store milking equipment and he let himself in, closing the door tightly shut behind him. There was no electric light inside this room but a shaft of sunlight coming through a shuttered window provided enough illumination for his purposes and, with a trembling hand, he pulled the panties from his pocket, becoming instantly erect as soon as his fingers closed about the thin, silky material.

Lisa had already been wearing these panties he knew and he raised the tiny garment up to his face and gave them an investigative sniff. Immediately, his nostrils were filled with the rose scented perfume that Lisa usually wore but, underneath that, he was able to detect a fainter, yet richer aroma that was deliciously musky, with a heady and exciting peppery undertone. I'm smelling Lisa's pussy, he thought, with a sudden intoxicating rush of arousal. This is the honest-to-god smell of her cunt... The very thought of this almost made him weak with lust and with one fluid motion he pulled down his shorts and underwear and began to stroke his throbbing cock as he pressed his face into the aromatic crotch of the panties. It was, without a doubt, the most erotic experience of his life thus far and he tried desperately to envision Lisa's pussy as he masturbated himself to the sweet, delectable perfume of her sex.

At the same instant that Bill was pulling the panties from his pocket, Lisa had just discovered that she had mislaid her wristwatch. She knew she had had it on in the hen house so she went back out and located it, a few minutes later, lying in the detritus of feathers and dried droppings on the dusty floor. She slipped it back on and, as she was returning to the house, she glanced over and noticed that the barn door was ajar. It had been closed when she had last been outside and she thought she ought to investigate.

When she reached the half open door, she thought she heard some sort of sound coming from the old equipment room. It was not anything she could identify and she wondered if maybe one of the barn cats had managed to get itself trapped inside. She walked over to the heavy wooden door and then, giving it a good yank, she threw it open.

It would be impossible to say which of the two was the most startled when the door swung wide. Billy had reached the point of no return and, despite his horror at being discovered, his cock spurted its load to the floor beneath Lisa's wide-eyed stare of amazement. He gave a strangled squawk of fear and, dropping the panties in his panic, he tried to pull up his underwear and shorts. Lisa, herself almost startled out of her wits, stepped back from the open doorway and, instinctively, slammed the door closed once again.

"Oh God, Billy...I'm so sorry," she exclaimed a moment later when she had recovered her voice. "I didn't know you were in there." There was no response from within except a muffled panting and some scraping sounds. "Billy..." she tried again. This time the only response to her query was a sudden clattering of wood on wood. She was a little concerned now and she rapped on the door. "Billy...are you okay?"

When only silence greeted her, she tentatively pulled the door open and looked in. Billy was gone and the shutter on the far window, his obvious means of escape, was swinging back and forth on its hinges. Clearly, he was far too upset and humiliated to face her. The little scrap of cloth she had seen him holding was lying on the floor and she picked it up, immediately discovering, of course, that they were, in fact, her own panties. She looked out of the window in concern.

"Oh...Billy," she whispered to herself.

Lisa was not even remotely disturbed by the discovery that Billy had been masturbating with her panties. She had a large number of male relatives of all ages and she had long since recognized the strange fascination that they seemed to have for feminine undergarments. She was not even angry that Billy had obviously taken the panties from her room since, aside from being a little flattering, she understood that the temptation must have been irresistible to his raging adolescent hormones. The only concern she felt, in fact, was for the frightened young lad himself and the awful, wrenching guilt he surely must now be experiencing. Her embarrassment was for him rather than herself and she decided she ought to find him and reassure him as best that she could.

There was a narrow winding path leading through the trees behind the barn and she followed this for about fifty yards before coming upon her cousin in a clearing. He was perched in the crotch of a maple tree about seven feet off the ground and, though he obviously was aware of her approach he maintained a steadfast gaze in the opposite direction. Lisa walked over and stood beneath him.

"Billy..." she began, softly. "I'm sorry I scared you...and I don't want you to be upset, sweetie." Billy still kept his eyes fixed on some point in the distance. "I'm not mad or anything," she continued. "And I'm not going to tell your parents if you're worrying about that." Billy's eyes flickered at this but he still couldn't bring himself to look at her. "I also want you to know that it was alright what you were doing," she added. "You don't need to be embarrassed." She fingered the panties she had in her pocket and gave a brief consideration to telling him she didn't mind if he kept them. She rejected this notion, however, thinking it might be too much for him at the moment. "We can talk later, if you like," she said to him finally.

At supper that evening, Billy's parents were too caught up in their own discussions to notice how subdued and quiet their son was. Lisa tried to engage him in some light banter but he did little more than grunt back it her in monosyllables and she gave the effort up. Afterwards, the young lad locked himself away in his room and she didn't see him at all for the rest of the night.

Billy's behavior continued much the same way over the next two days and, on Thursday night, when his parents announced they would be going away to some auctions the next day and wouldn't be back until Saturday afternoon, he accepted the news without comment. Normally he would have greeted this news with undisguised glee and his mother looked at him curiously.

"You feeling okay?" she asked. Billy informed her that he was a little tired and he excused himself to go to his room.

"Probably just a bit of a summer cold coming on," suggested Lisa. "I can look after him just fine while you're gone." She was secretly pleased that the couple would be away for a day or so since it would give her an opportunity to see if she could smooth things out with her young cousin. Wilma seemed satisfied with this and she returned to the task of planning the trip.

The next morning, Jethro and Wilma left on their trip and the moment their heavy, rust-spotted car had cleared the driveway Billy scuttled off up to his room. Lisa, deciding to leave him alone for a little while, made herself a pot of coffee and sat in the kitchen, pondering what her next move should be. She was almost finishing her third cup when she finally decided how to handle the situation and, after draining the last few drops of coffee, she climbed the stairs and knocked softly on Billy's door.

"Hey there cutie," she sang out. "Can I come in?" There was a long pause followed by a grunt that may have been an invitation to enter. She opened the door and looked into see Billy sitting on his bed, his back against the headboard and a comic book open on his knees. "How ya doing, ol' buddy?" she asked.

"'Kay..." shrugged Billy, cautiously. Lisa entered the room and went and sat down on the edge of the bed beside him.

"You've been pretty quiet the last few days," she commented. "And I guess it's all because of last Tuesday, huh?" At the oblique reference to the barn incident, Billy's cheeks suddenly colored and his eyes dropped resolutely to the comic book once again. "It really is okay, you know," Lisa continued. "In fact...lots of boys...and even men, like to use...well, play with panties sometimes, and it's really kind of flattering that you chose mine."

At this startling piece of information, Billy's eyes jumped up to hers in surprise. Lisa gave a soft chuckle and patted his thigh.

"It's true," she told him, her voice dropping almost to a whisper. "It's actually kind of sexy to think that you were maybe thinking about me when you...you know... did that with my panties." Billy's face was a deep red now, but he was still looking at her as she continued. "It's just a shame," she went on, "that you felt you had to be so secret about it though..." What on earth she meant by this Billy had no idea and his surprise was compounded a moment later when she took his hand and rose from the bed. "Come on, sweetie," she whispered.

"Where...where are we going?" he asked, speaking to her for the first time in days. She didn't reply but simply gave him a secret little smile and led him out of the room and down to her own. She closed the door behind them and then she nodded to her bed and invited him to sit. He did so, a little nervously, climbing up onto the high double mattress and sitting down to face her so that his feet dangled almost two inches from the floor. He watched her anxiously.

"I want you to understand that I'm really okay with everything," she told him over her shoulder. She was standing in front of her dresser and she opened the top drawer to fish around inside. A moment later she came over to the bed with a handful of different colored fabric. "I'll bet you like these," she smiled.

Billy's eyes opened wide with amazement as she sat up on the bed and laid four pairs of panties out on the bedcover between them. There was a coffee-colored pair with lacy edges that seemed to be made out of silk, two pairs made out of simple white cotton, one of which was decorated with little blue flowers, and also a sheer, almost see-through pair made of a delicate grayish-blue material. She arranged them in a neat little row, so that they were flat and folded fully out. They were all sexily pretty, but Billy was still a little too taken aback by this sudden turn of events to enjoy the sight just yet.

"Which do you like best?" she asked him a moment later. Her voice was deliciously husky and the softness of it seemed to make Billy relax a little. It was beginning to occur to the lad that he just might enjoy whatever it was that was going to happen and after thinking for a moment, he shyly pointed to the cotton panties with the blue flowers.

"Really?" said Lisa. "I would have thought most men would pick these," she remarked, touching the sheer gray-blue ones. "But these are a good choice too." She picked up the pair he had pointed to; holding them in the flat of one palm and letting the fingers of the other hand lightly caress the fabric. "You know," she continued in a delicious whisper. "Some boys like to put girl's panties on so they can feel really sexy..." Billy stared at her, quite flabbergasted, and Lisa looked him in the eye.

"Would you like to try mine on?" she asked him softly.

Billy was far too nervous to answer that question and Lisa smiled at him as she took matters into her own hands. She slipped lightly off the bed and then, taking Billy's hand, pulled him gently to his feet. She paused for a moment and then she reached out toward the top of his pants, causing him to jump back in startled alarm.

"Gee... you really are shy, aren't you?" she murmured. "Never mind, though, my little cutie...I think I can help."

Lisa had dressed that day in a simple cotton blouse over a knee length plaid skirt. The skirt was fastened by the hip and, as the young boy watched in fascinated silence, she deftly undid the buckle and let the skirt slide off, placing it at the foot of the bed when it was fully removed. Billy, who had fantasized this exchange in the privacy of his own room, swallowed hard as he gazed at her, and he suddenly realized that his own imaginings were but poor substitutions for the gorgeous sight now before him.

Lisa's legs were smooth and pale and they rose gracefully from her cute white knee socks toward the gentle outward flare of her hips. She was wearing a tiny pair of light yellow panties and Billy felt his heart thump hard within his chest when he took in the prominent mound of her pussy as it pushed out the front of the sheer material in an enticing curve. He felt a deep, aching feeling way down in the pit of his stomach and he was suddenly aware of the hard little twig of his cock pressing hard against his pants. Lisa caught sight of the development.

"Wow...I guess you do think I'm just a little bit sexy," she smiled. This time, when she reached for him he didn't resist and she undid his pants and slid them off. She allowed him to step out of them and then she nodded with approval at the little tent-pole effect his erection made inside his underwear. Slowly, so as not to frighten Billy with anything too sudden, she pulled these down also, letting the stiff little rod spring free.

"Oh Billy...it's beautiful," she breathed. A sparse little collection of dark pubic hairs formed a small bush at the top of his pubis and, below this, the hard little shaft of his uncircumcised cock thrust stiffly out from his groin. Underneath, the tight little ball of his scrotum was pulled tightly into the underside of his crotch and she saw that it was smooth and completely hair free. She gave the foreskin-covered tip a gentle caress with the tip of her forefinger and he gasped; not so much from the coldness of her hand, but from the delicious novelty of having fingers other than his own touching his most private parts. "It really is the nicest I've ever seen..." she told him with a smile.

"I...uh, Th...thank you," Billy managed to stammer, his voice barely audible. Lisa held up the pair of panties she was still holding and unfolded them with both hands.

"I bet these'll feel really nice against that little guy," she grinned. She dangled the garment from one finger and allowed it to drop gently on to the head of Billy's cock. He drew his breath in sharply at the touch but stayed still as she played the soft material along the length of his organ, teasing him with the lightness of the sensation. It excited him tremendously and his erection twitched with a little convulsive jerk as the muscles beneath his groin contracted suddenly.

"Put them on Billy," she instructed, holding the panties up. He took them and hesitated for a moment, unsure of himself. "Go on," she smiled, giving him a little nod of encouragement.

Trembling slightly, Billy bent and inserted first one, and then the other foot through the leg holes, flexing upright as he slid the panties up his slender legs. He was not a large boy, almost two inches shorter than Lisa was, and the garment was not tight at all. He slipped them all the way up, delighting at the feel and shivering a little as the cottony softness encased first his buttocks and then scrotum and cock. The front of the flower decked white fabric tented out over the tip of his penis and Lisa gave a soft coo of approval.

"That looks so sexy," she sighed. "Does it feel good to be wearing my panties, cutie-pie? Does it feel sexy having them tight against your hard little cock?" Billy, not trusting his voice could only nod dumbly and there was a little band of perspiration breaking out across his forehead. "Did you want to do this with them before?" she asked, coyly. "Did you think about my pussy being inside them?" As she spoke, she reached out and grasped the tip of his cock between the ring of her thumb and forefinger and she slid it down towards his groin so that his whole cock was tightly encased in a fabric cylinder. He moaned aloud, hoping that his legs wouldn't suddenly buckle beneath him, and then she spoke again. "Maybe we should let this lovely little cock have a feel of some different panties," she whispered sexily.

Lisa sat back on the bed facing Billy and then drew him toward her so that he was standing between her legs. The conical bulge in the front of his panties was facing directly at her own panty-covered crotch and he could feel the warmth from her inner thighs slowly enveloping the outer surfaces of his legs. He watched, holding his breath, as she neatly slipped down the front of his sexy underwear, allowing the full length of his throbbing erection to jut free. It seemed to have swollen even larger now and a little bead of pre-cum glistened just inside the opening of his foreskin.

"I'd say someone was getting very excited," she chuckled. Reaching down between her legs with one hand she expertly slid back Billy's foreskin to reveal the shiny red glans beneath and then, with the other hand, she cupped his buttock and pulled him close so that the tip of his cock pressed into the soft mound between her legs. It poked into the soft flesh and, at the first touch of his sensitive naked head against the delicate fabric, Billy really and truly thought he might faint. Until this moment, women had been merely pictures in skin magazines and here he was with his erect penis separated from a real live pussy by the merest wisp of sexy panty material.

Lisa used her hand to stroke Billy's cock head against her underwear, sliding it up and down the furrow of her pudendum so that the plump, full lips were spread slightly beneath the taut yellow fabric. Billy, whose grasp of the intimate female anatomy was limited, could see the crevice formed between the delectable pillows and he wondered if the hard little nubbin he could feel in there was Lisa's clitoris. The thought of this aroused him even further, of course, and seconds later, as Lisa continued stroking up and down, he shuddered and gasped as his orgasm burst through him and he shot his semen into the thin material of her panties.

"Oh Jesus..." he cried, pulling away from his cousin in horror. "I'm sorry, Lisa. I... I didn't mean to do that... Really I didn't." His face was frozen in a mask of dismay and he looked for a moment as though he might cry. Lisa stood up quickly to reassure him, placing one hand on his shoulder and lightly cupping his cheek with the other so that she could look into his eyes.

"Hey...hey Billy. No, that's okay sweetie... You don't really think I didn't know that would happen, do you?" She smiled at him sympathetically. "I wanted it to happen, cutie-pie. I wanted to make you feel good." She kissed him then, lightly on the forehead, and slipped her arm around his waist to pull him closer. "I just wish I could have made it last longer for you is all..."

Billy relaxed a little, enjoying the soft scent of her hair as she hugged him. She held him like that for several minutes and then she surprised him by giggling.

"Of course," she continued sexily, her breath hot against his neck, "I bet a cute young guy like you would be ready again in no time at all."

When they were dressed, a few minutes later, Billy started to leave the room but Lisa stopped him. She had placed the panties he had been allowed to wear back on the bed and as he turned to face her she looked at the selection and picked up the sheer gray-blue ones with the delicate, gossamer front panel. She took Billy's hand and pressed the panties into his palm, closing his fingers around the soft material.

"These are for your very own, sweetie," she told him. "I want you to have something special of mine... to have for when I'm not here..." Billy, his face flushed with pleasure, took the present and stuffed them into his pocket gratefully with a shy smile of thanks. "And now..." Lisa told him, "I have got to go and weed the vegetable garden like I promised your mother." She paused for a moment and then added: "You can take off and amuse yourself if you want, cutie-pie...or maybe, if you prefer...maybe you'd like to stay and help me?"

Billy was more than happy to lend a hand to Lisa and he worked along side of her with a willingness that would have made his parents raise their eyebrows in surprise. They took quite a few breaks because of the heat and when they were finally done the afternoon was almost over. They retired to the house, tired and sweaty, and then Lisa cooked them each some hot-dogs which they ate on the porch along with a pitcher of ice-cold fruit punch. Afterward, Lisa cleared away the plates and glasses and announced she was going to take a shower.

She finished up about twenty minutes later and came back down to the kitchen wearing a simple white dressing gown. Billy was still out on the porch idly bouncing a well-worn tennis ball on the steps between his legs and he looked up at her as the porch door swung open.

"Hey there, old buddy," she smiled. "You look like you could use a shower too." Billy nodded, thinking that it might be nice to freshen up. He climbed to his feet and she gave him a playful poke in the ribs. "Don't forget to wash behind your ears," she teased. He grinned in reply and ducked past her in to the kitchen. He was just heading for the stairs when her voice called out to him again: "And make sure you put on clean underwear, cutie-pie."

Billy took only ten minutes to shower and he came back down to find Lisa on the couch in the living room. She was watching a figure skating competition and she looked up to see him standing in the doorway wearing a pale green T-shirt and a pair of loose fitting black shorts that extended almost to his knees. He started to walk over to the easy chair across from her but she shook her head and patted the couch beside her in invitation.

"Feel better now?" she asked as he sat down.

"Oh yeah," he replied, watching the current competitor glide gracefully across the screen. He wasn't much interested in figure skating as a rule and it wasn't until the show cut to a commercial for women's underwear that his attention suddenly focused. Lisa dug her elbow into his flanks.

"Well...you've got some nerve, you horny little bugger," she exclaimed in mock indignation. "Watching those half naked ladies on the TV when there's a pretty girl on the couch right beside you." Billy laughed with pleasure and made a play of leering at the lingerie models while Lisa poked and tickled him. When the commercial ended, he turned to say something to her and then suddenly froze as he realized that he could see directly into the opening of her dressing gown. He swallowed hard, his gaze transfixed by the beautiful sight within.

Lisa's breast, the one Bill could see, was small, not even the size of a softball, and it hung like a pale alabaster orb inside her gown. From his vantagepoint he could see the underhang of the firm globe where it jutted from her ribcage, but the front of it was pressed up against the fabric of her gown. Lisa, following Billy's ardent gaze, slid her hand up the front of the dressing gown (making the boy think, for a moment, that she was going to close it) and then she slipped her hand inside, parting the front flaps slightly so that the nipple was suddenly exposed to his view.

"I guess I've got someone's attention now," she smiled. Her nipple, a delicate shell pink in color, rose stiffly from the pale flesh surrounding it, hard and very nearly half an inch long. It was a tantalizing sight and Billy could not tear his eyes from it. He had already been semi-hard up to this point and now his cock swelled to instant stiffness. "You like what you see?" Lisa whispered seductively. She didn't wait for him to reply and, instead, slid her left hand over his crotch, immediately feeling the insistent protuberance inside. She giggled softly. "Well...I'd say that answers my question," she observed in satisfaction.

She gave Billy's cock a little squeeze and then she withdrew her hand and swung her legs up onto the couch, turning in his direction so that she faced him on her knees. As he watched, barely breathing, she opened the top of her gown completely, baring both of her magnificent breasts. They hung deliciously, like ripe fruit carved in marble and each nipple pointed at the excited boy like the noses of inquisitive puppies.

"They're...They're so perfect, Lisa" he muttered hoarsely. She smiled at the compliment and took his hand in hers, raising it up to press the palm flat against her left breast. He felt a sudden electric thrill of excitement as he felt the hard nubbin of her nipple push against his hand and his cock twitched impatiently within the confines of its fabric prison.

"Tell me Billy," she whispered archly, as she made his hand make small circles over the firm globe of her tit, "are you wearing my panties right now...the ones I gave you?" Billy's eyes flickered up to hers and she saw, in the flush that spread over his features, that she had guessed correctly. "Gonna show me?" she asked with an impish little smile.

She released his hand and Billy, a lot less self-conscious than before, raised his hips slightly and slid his outsize shorts down. His cock, now fully erect, pushed up against his panties, visible, this time, as more than just a bulge. The fleshy outline of his hard-on was clearly apparent through the sheer material and his pubic hair was a dark shadow beneath the delicate elastic of the waistband. Lisa gazed at it for a moment and then she reached across, caressing it lightly through the material before pulling down the front and letting his erection bounce free.

"You like these panties, don't you?" she asked. Billy nodded, not daring to speak, and she cupped his scrotum in the cool palm of her hand making him spread his legs a little. She stroked the tender little sack gently and then she spoke again: "That first pair of panties of mine..." she began softly. "You knew I had worn them, right?" The boy, not sure where the conversation was going (but beyond being too concerned at that point) nodded again. "Did you sniff them?" she asked coyly. "Did you try to smell me in them?" Billy jumped a little at the bluntness of the question and there was a long pause before he answered.

"Yes, Lisa," he said truthfully. "Yes...I did that." He seemed concerned that she might be displeased by his answer, but she smiled to reassure him.

"Oh sweetie...I think that's so sexy," she whispered. She slid her hand up a little and slipped her fingers around the base of his cock, squeezing it gently. Billy moaned, his eyes half-closing. "I bet you thought of me when you did that," she continued seductively. "Maybe thought about what it would be like to do it when I was wearing them?" The lad's eyes flicked open suddenly and she saw the answer in his expression. "Well...well," she added, her voice low and sexy. "Maybe we can help with that too..."

Billy felt a little thrill when she said that and he was just running the exciting possibilities through his mind when she surprised him by bending forward and taking him into her mouth. Her lips closed about the tip of his organ and slid deliciously down the length of it, teasing him with the delightful sensation. A shiver coursed up his spine like an electric shock and his whole body stiffened rigidly.

"Lisa...Oh, Lisa," he gasped, hardly able to believe what was happening. She continued to suck, moving her head up and down, and then, just as he felt the first stirrings of a building orgasm, she took her lips away as abruptly as she had begun. She sat up with Billy looking at her in confusion.

"Let's not finish you just yet, sweetie-pie..." she said. "I want to save you for later." She smiled archly as she spoke and Billy suddenly felt light-headed with anticipation. "Pull up your shorts and let's go upstairs, honey," she whispered deliciously.

As soon as they arrived in Lisa's bedroom she deftly removed all of his clothing except for his panties and then she patted the bed, inviting him up. When he was lying there, his arms by his sides, she slipped off her gown, looking into his eyes as she did so, and then she stood there before him in just the simple white cotton panties she was wearing. She let him gaze at her for a few silent moments and then she sat down beside him on the bed. She reached out her hand and squeezed his shaft cock through his panties.

"We won't need these sweetie-pie," she told him, already hooking her fingers under the waistband. She slipped the panties down, letting his erection spring free again and then she removed them completely, laying them down on the bed. She gave him another teasing squeeze and then looked into his eyes. "And...didn't we say something about sniffing my panties?" she added in a mysterious whisper.

Billy's eyes opened wide as she climbed up on to the bed on her knees and then lightly swung her left leg over his body so that she straddled him. She shuffled up the bed a little until her knees were beside his shoulders and she knelt there, towering over him, the beautiful sight of her panty covered pussy just inches in front of his face. She smiled as she looked down into his eyes and then sexily slid the palms of both hands down her stomach and across her panties so that they followed the 'vee' of her crotch. She pressed inward with her fingers slightly and the plump swelling of her lovely mound was enticingly emphasized, the twin halves of her vaginal lips almost apparent as the sheer fabric was pulled tight.

"Ready, honey?" she asked him. Without waiting for the excited young boy to respond, she shuffled forward again, positioning herself directly over Billy's upturned face. She reached up to grab the headboard for support and then she gently lowered herself, easing the narrow strip of panty between her legs closer to his waiting nose. She was now little more than an inch and a half from him and the sight of a few stray pubic hairs peeking coyly outside the elastic around her magnificent thighs made the lad's cock feel hard enough to etch glass. Lisa, herself incredibly aroused by the effect she was having, eased closer still and gave a little sigh of pleasure. "God...this is so sexy for me, sweetheart," she murmured. "Can you smell me, Billy...Can you smell how excited I am?"

Billy, closing his eyes, inhaled deeply and, at once, the rich aroma of her sex overwhelmed him. The faint musky scent with the lovely peppery undertones he had smelled on the purloined panties now burst upon his olfactory sense like something alive, and it struck at his very core, filling him with a longing he could barely comprehend. He reached up to grasp her bottom, pulling her toward him, and she sank the rest of the way down, pressing her pubic mound hard against his face. In the first instant, there was an almost downy softness to the contact as the luxuriant thickness of her bush compressed, and then the firmer pillows of her pubic lips were pressing against him, making his cock swell as if it might burst. Her panty material, he discovered with a thrilling jolt of lust, was damp with her secretions and she slid her pudendum over his face, spreading her intoxicating scent sexily over his lips and nose.

"Oh Jesus, Billy," she gasped. She pressed her mound even more insistently against him, feeling the tip of his nose spreading her apart, and the intensity of the stimulation almost made her groan aloud. Billy, who could barely breathe, but was too intoxicated by her heavenly scent to care, hungrily extended his tongue out toward her, pushing it up into the yielding softness above and doing his best to break through the thin fabric of her underwear. Lisa gasped again. "I want you to taste me, Billy..." she breathed. " I want to have your tongue on my pussy, sweetheart."

Urgently, and with a speed that startled the young lad, Lisa swung her leg back over him and tore down her panties in a single fluid motion. She pulled them over each knee in turn and slipped them off her lower legs so she could throw them over the side of the bed. For a moment, before his eyes were drawn to her crotch, Billy saw that her face was aflame with her arousal and the thought that she wanted him as much as he did her excited him even more.

"Look at me, Billy," she said, her voice almost pleading. She swung her leg back over to straddle him once again and her cunt, her naked, beautiful cunt, was exposed just a hand-span from his staring eyes. Her bush, much darker than the hair on her head, was thick and luxuriant, and it spread in a dense tangle from the top of her pubis to disappear in the angle formed by the tops of her thighs. It was like staring into an impenetrable forest and the secrets within would have remained hidden had not Lisa spread herself open with the fingers of one hand, exposing the glistening pinkness within. "Do you see how wet I am for you, sweetheart?" she whispered. She slid her index and middle finger up the channel of her pussy slit and the lips spread excitingly apart to reveal the firm finger of her clitoral hood extending down from the apex of her mound. "Can you see how stiff my clittie is?" she continued sexily.

Billy, who had never been sure exactly what the clitoris was, had no doubt what she was referring to now. Beneath the folds of its hood, the shiny pink nubbin of her love button was extending inquisitively, almost a half-inch in length and very nearly as thick as his little finger. It looked, for all the world, like a little cock, and it was clearly, and very excitingly erect.

"Kiss my clit," Lisa begged him with a moan. "Suck my pussy, sweetie-pie..."

Billy raised his head slightly as Lisa lowered herself to him, and he reverently pushed his face into the soft curls, inhaling her lovely aroma once again. His hands slipped up the back of her silky thighs and over the tight cheeks of her bottom and he began to caress them gently as his tongue eagerly sought out the hot wetness of her pussy. The pointed little tip probed tentatively in between the thick outer lips and he could taste her saltiness as it slipped lovingly up the crack. When it touched the stiff nubbin of her love button, Lisa exhaled sharply and she squirmed in delight, thrusting herself hard against him. In that instant, Billy suddenly understood what the clitoris was all about and he began to tease it with his lips, sucking gently and playing the tip of his tongue over the surface in quick, flickering movements.

"Oh Jesus...Oh fuck!" Lisa exclaimed, her head thrown back in ecstasy. "Oh that's so perfect, honey-pie." As he continued to pleasure his cousin with his tongue, Billy's fingers slipped around the curves of her thighs and discovered the wetness in between. He slowly drew his hand up and the index finger slid into the cleft of her bottom, finding the wrinkled little knot of her asshole. He slipped the tip enticingly around the soft outer skin with an agonizing slowness and then he pressed it to the tight opening, making Lisa sigh with pleasure. "Yes...oh yes, my sweet little man," she moaned. "Touch me there...touch me like that."

When Billy pushed more insistently against the tiny hole, almost penetrating it, Lisa suddenly gave a strangled cry as though in pain and she bucked her hips against him, thrusting them back and forth in quick succession. Her hands came down beneath his head and she pushed his face hard into her tangled forest, riding it as wave after wave of pleasure coursed through her. She cried out again, her voice catching with the effort, and, though it was Billy's first experience in such matters, he knew without a doubt she had just reached her climax.

Billy continued to stimulate Lisa with his tongue and fingers as her orgasm gripped her and no more than a minute or so after the last wave had subsided he seemed to be able to sense a new tide of erotic energy building within her. His own cock was aching now, begging for release and his cousin, as though responding to a silent signal, reached behind herself to feel for his cock. It was a difficult and awkward reach, however, and she knew that she would be unable to sure him properly like that.

"Just a second, honey," she said, still panting slightly. "Wait a second so I can make things better for us." Billy, almost reluctantly, paused in his ministrations and Lisa lifted herself off him, then swung completely around so that she was straddling him again, this time facing his feet. Her bottom, like a pale, luscious peach, hung invitingly before his hungry gaze and he reached up to touch the alabaster smoothness of it. As he did so, she bent forward, allowing the cheeks to spread deliciously wide for him and he saw, with an electric surge of lust, the tiny pink rosebud of her perfect asshole. It sat nestled at the base of her crack, the surrounding skin just a fraction of a shade darker than her buttocks, and below it, the twin convex curves of her pussy lips spread enticingly, the glistening pink inner folds just barely visible in between. "Put your tongue into me Billy," moaned his cousin. "Put your tongue deep inside me, sweetie."

Billy slipped his hands over the small of her back and raised his head as she lowered herself down to him. He bent his face into the juncture of her thighs and his tongue quickly found the swollen nether lips, sliding easily into the hot softness of her cunt. She was wet, very wet, and he could immediately taste the salty tanginess of her nectar as he plunged his tongue deeply inside. He probed deeper, twisting and twirling the tip of his tongue as he burrowed, and as he did so he felt her mouth close deliciously around the throbbing shaft of his tumescent organ. She drew him in, all four inches of him, and then she raised her head to release him so that she could use her fingers to slide back the foreskin from his sensitive head. The cool air of the room made the swollen glans tingle with the startling change of temperature and then she lowered her lips to him once again, fervently sucking his stiff little root and twirling her tongue maddeningly about the narrow slit of his pee-hole.

The incredible eroticism and sexual tension that had led up to this moment now told on Billy and with a frame-wracking jolt he loosed his load of semen deep into Lisa's mouth. He was so locked with the intense lure of her cunt that he managed to keep thrusting his tongue into her and with the first spasm of his ejaculation she came also, bucking her hips as the energy overcame her. She continued to suck, as the waves of pleasure burst explosively, and she drained him entirely, swallowing all that his spurting organ had to give her. In moments it was over and with a final gasp she collapsed upon him, the whole weight of her shivering flesh hard against his.

"So sweet," she whispered finally, her heart only beginning to slow. "God you taste so sweet, my little lover."

When they finally disentangled themselves from each other it was still too early to go to sleep. Lisa made popcorn and lemonade and they sat on the couch in the living room watching a movie that Lisa had taped but not yet gotten around to watching. When midnight was almost upon them, Lisa announced with a yawn that she was going to go to bed and Billy, who had not expected it anyway, was not the least put out that she did not invite him to sleep with her. He went to his own room alone and, though tired from the evening's exertions, he still maintained enough of a sexual charge to bring himself to orgasm one final time before slipping into a deep and untroubled sleep.

When he awoke the next morning, Billy quietly lay in his bed and smiled to himself when he recalled the pleasurable events of the day before. It was silent in the house and, when he saw that it was not yet eight o'clock, he concluded that Lisa was still asleep. He rose from his bed and, still naked, went down the hallway to the bathroom to relieve himself. He was just returning to his room when he heard Lisa's voice coming through her bedroom door.

"Hey sweetie," she called. "You sleep good?" Billy opened her door and stuck his head in.

"Yeah," he smiled. "You?"

"Just great..." she replied with a lazy yawn. She had the covers pulled up to her neck and her hair was spread out prettily on her pillow. "Your parents will be back sometime after lunch, I guess," she said. "Not much time to ourselves, Billy boy."

"Yeah...right," replied Billy, not very happily. He seemed to be hesitating over whether or not he should ask to come in when she spoke again.

"What are you wearing out there, honey-pie," she asked coyly. Billy smiled shyly.

"Nothing..." he replied.

"Well...I should hope not," Lisa grinned. "Only naked people allowed in here." She held up her covers in a clear invitation and Billy entered the room. As he crossed toward her she saw, with a little murmur of approval, that he was already becoming stiffly erect. "God...you young fellers sure have the energy," she marveled.

As Billy slipped beneath the covers, he caught a brief and exciting visual confirmation of the fact that she was indeed completely naked. He shuffled over toward her and lay on his side so that they were facing each other. Lisa smiled at him, leaning over to kiss him on the forehead and then he felt the delicious sensation of her hand gently enclosing the swollen protuberance between his legs. She drew her fingers with teasing slowness along the shaft and in seconds he was fully hard, aching with desire for the beautiful girl.

Lisa used her thumb and forefinger to ease back the collar of Billy's foreskin and then she swung her right leg up and over his hip, spreading herself open for him. She pulled him closer and guided him until he could feel the sensitive knob of his glans pushing through the wiry tangle of her pubic hair to poke hard against the crevice of her pussy lips. The tip spread the plump pillows easily and he gave a little gasp as it rubbed excitingly against the firm ridge of her clit hood.

"Oh Jeez, Lisa..." he whispered. He slid his hand up and over the column of her thigh, running it lightly across the marble-smooth surface, and then he angled down, searching for the damp nest beneath. His fingertips slid over the plump pillows of her pussy lips and then sank into the hot wetness in between. Lisa sighed deep in her throat, pushing her hips against him, and then she kissed him softly on the lips.

"You touch me so nicely..." she breathed. "Touch me again like you did last night...Touch my asshole, honey-pie...please."

Her words sent a shiver of erotic pleasure through him and he moved his hand up a little, allowing the fingers, which were now moist with her nectar, to slip into the recesses of her lovely bottom cheeks. He grazed them lightly over the sensitive skin encircling her puckered little hole and then he pressed the tip of his index finger insistently to the tight opening. He held it poised there for a moment and then he pushed inward, sliding the first joint past the ring of her anal muscles and into her bottom.

"Oh god, yes..." she moaned. As Billy wiggled his finger deeper inside, he began to thrust is hips very gently back and forth, making the length of his hard little manhood slide up and down the slick channel of her pudendum. The pressure against Lisa's erect clit sent shivers of pleasure through the girl and she began to match his motions until they settled into a comfortable and exciting rhythm. Back and forth they moved, increasing their arousal, until each could feel the first sensations of building orgasms deep within their loins.

"Dear Jesus I want to feel your lovely little cock inside me," Lisa suddenly whispered. Billy, his face now buried in the tresses of her hair, felt his heart leap inside his chest and he couldn't help but stop what he was doing. "But..." she continued, dashing his brief hope with that single word, "I don't think your little feller's shooting blanks, sweetie-pie... and I'm not on the pill." The disappointment that was apparent in her voice was matched easily by Billy's.

"I...I could get us condoms," he said hopefully.

"Maybe another time you can, honey," she replied. "But that can't help us now, I'm afraid." Billy nodded his head in understanding and then she kissed him on the cheek. "But you know...that doesn't mean we are completely out of luck, my little lover..." she added in a delicious whisper, making the boy stare at her in complete consternation.

"But... but how, then?" he stammered, totally confused. Lisa cupped one of his cheeks in her hand and kissed him full on the lips.

"Well... maybe you might like to do something very special, sweetheart," she breathed seductively. "Maybe you'd do something very special to please me?" Billy, though he was mystified, would have gladly agreed to walk off a cliff to please the lovely girl and he nodded solemnly.

"Yes...yes, of course, Lisa," he replied in a hushed voice.

Lisa smiled at her cousin and then disentangled herself from him, pulling back the bedclothes so they were completely uncovered. She motioned him to his knees and then she climbed also upright so that they faced each other. Billy was still unsure of what was to happen and he watched wide-eyed as she reached behind herself and took a tube of hand cream from the nightstand. She popped off the lid with a practiced motion and squeezed a long snake of the thick white unguent onto the palm of her right hand.

"We'll need some of this," she told him with a whisper. She reached out and began to spread the cream up and down the length of his cock, making him jump a little at the coldness of it. She chuckled softly at his reaction and continued to smear the greasy substance liberally over his entire erection, coating him thickly and thoroughly. When she was done, she closed the tube and tossed it back on the stand. "Ready, sweetheart?" she asked. Billy, now beginning to grasp what was about to happen, nodded dumbly and, without another word, Lisa turned away and bent all the way over, resting her forearms on the bed. Her bottom was now thrust prettily and invitingly upward. "Okay, honey," she sighed. "Put your lovely cock in me...put it in my bottom, sweetie-pie."

The sight of Lisa's gorgeous ass presented enticingly before him was one that Billy would be able to recall in perfect clarity even when he was an old, old man. Her thighs were spread apart and the thick tangle of her pubic hair descended from the divided pads of her pussy lips, revealing the delicate and glistening inner folds. Above this, her bottom was opened wide for him and the pink twist of her asshole seemed to wink at him as he made his enthusiastic but reverent approach. He placed his hands lightly on the globes of her perfect cheeks and shuffled closer, barely breathing in anticipation, and then he guided the hard little branch of his lubricated erection up into the little dimple surrounding the tiny, crenellated hole.

The first touch of his exposed glans against the warmth of her anal opening sent a shiver through him and he held himself there for a moment before leaning forward to penetrate her. For a few seconds he thought that she was going to be too tight for him to enter but, as he pressed forward, the head slipped in suddenly and the tight ring of her sphincter gripped him to push his retracted foreskin back as far as it would go. He grunted at the sensation, relishing her inner heat, and Lisa herself emitted a little gasp of pleasure as the probing cock stretched and opened her wider.

When the head was past her muscle ring, Billy held himself steady for a second or two and then he continued to ease inside with agonizing slowness, feeling the velvety softness of her depths enfold him in its warmth. The grip of her sphincter moved down his shaft until it was tight around the base of his erection and he continued to press, probing for her very center, until the firm ridge of her anal verge was pressed hard against the sensitive place where his scrotum met his cock. He was sunk to the hilt now and, as he started to withdraw for a fresh thrust, he became aware that Lisa's hand had stolen up to her crotch. He could feel the quick little motions she was making with her fingers and the thought of her playing with herself teased him to even greater heights of arousal.

"Oh yes...fuck my bottom, Billy," Lisa gasped as he thrust into her for the second stroke. He pulled back and sank in again, continuing to withdraw and plunge in with increasing tempo until he knew that he could hold back no longer. As his cock-head swelled to bursting with impending orgasm, Lisa let out a sharp cry of agonized ecstasy and she came herself, beating him to the punch by just a fraction of a second. She bucked against him, whimpering in her pleasure, and, as the waves of muscle contractions gripped his turgid member, Billy finally exploded, shooting his cream deep inside her heavenly ass. The powerful contractions of her anal ring continued to squeeze him for several delicious seconds, milking his cock dry, and then, after the last aftershocks died away, she mercifully released him, allowing the grateful lad to collapse panting to the bed. Lisa, also completely drained, slid down beside him.

"Oh Christ..." she gasped, her chest heaving. "That was the best, sweetie-pie...the best I've ever, ever had, my little man"

Afterward, when they had dressed and eaten, they helped each other with a number of chores that needed to be done and then took a walk out along the banks of the stream running beside the property. When they returned, they shared a quick lunch together and had just finished cleaning up the dishes when Billy's parents arrived home. The car pulled into the yard and Jethro and Wilma emerged, waving as Billy and Lisa went out to greet them.

"Well...you're looking a little better," said Wilma, hugging her son. "Was he any trouble while we were gone?" she asked, turning to Lisa.

"Oh no..." the girl replied. "In fact," she added, catching Billy's eye," he was very, very good." At that moment Jethro came over with the suitcase from the trunk of the car.

"Hey Tiger," he said, ruffling Billy's hair. "Did you miss us, Champ?" Billy grinned easily.

"Sure, Dad," he replied. "When are you going away again?"