Jeannie had always been cute. She was the baby on Dad's side of the family, my younger cousin living on a small farm in the countryside. We would usually come out to visit for a week or two each summer and again at Christmas. She had two older brothers and I would spend most of my time playing with middle cousin, closest to my age and more willing to build go-karts or ride bikes through the field, but when I wanted more quiet time, I preferred to spend time with Jeannie.

When I was about fourteen, I really started to notice how cute she was. Even though she was three years younger than me, my raging hormones focused my attention as I noticed her starting to blossom. That summer, I tried hard not to stare as she walked through the house to and from her shower with just a towel wrapped around her body. Her legs were tanned and toned and she had these deep brown eyes that seemed to have a "come hither" look built right in. She had just begun to show an interest in her appearance, and her wardrobe was getting smaller as her body was growing to show how she would soon be filling out those daisy duke shorts and half shirts. I don't know if she knew the effect she had on boys yet, or was just following what her friends were doing, but I spent an extra ten or fifteen minutes in every shower I took during that summer visit to indulge my fantasies with a handful of conditioner as I imagined her in the shower with me. The fact that her bedroom was upstairs, across the hall from mine, didn't help either. These two bedrooms were the only rooms in the upstairs part of the house. I spent many nights laying awake, thinking of her, in her bed, just across the hall. If I hadn't been sharing her brother's room, I might have been more bold. It did give us the opportunity for a few private chats either early in the morning before others woke, or late at night after everyone else had crashed. I enjoyed spending this time alone with her, usually in her room. I think she did too and she seemed to like the attention from her older cousin. Before I left, I did give her one piece of advice and to her mother's disapproval, she came to me after her bath on my last night and showed off her smooth, newly shaved legs. I needed more conditioner.

The next Christmas, we came to visit again. Jeannie hadn't stopped blossoming one bit. While the weather was cold enough that the daisy duke shorts were put away, she had grown to a full A cup, nearly a B, but didn't try to hide it and often it was obvious she wasn't wearing a bra as her nipples poked through the fabric of her shirt. I still enjoyed watching her walk to and from the shower every night before bed, hoping nobody noticed as my eyes tracked her across the room. Looking to spend some extra time with her, I offered to take her shopping and got her Mom to take us to the mall. I had visions of letting Jeannie help me pick out some new clothes with her more finely tuned female eye, as well as helping her pick out some new outfits I would like... or at least talk her into modelling them for me. I was disappointed when she brought along a friend and as soon as we were at the mall, they disappeared to go stalk boys and I ended up shopping alone. When we got home though, she did show me five or six pairs of the tiniest pairs of panties I had ever seen. She took them out of a bag when we were both in her room and I could barely speak. I couldn't believe she would wear those, or let her mother see them in the laundry! She just giggled though and said it would be alright. As I sat with her on her bed, I noticed there were a few more pairs scattered across the room on the floor. Obviously, these weren't the first. I had to fight the urge to try to steal a worn pair or ask her to model them for me. It took hours for the mental image of her with only those tiny panties accenting her lovely skin. Time for another shower...

Next summer came and I was really looking forward to my visit to the farm. I was not disappointed. Jeannie was in full boy-crazy bloom. No longer did I wonder if she knew the effect she was having on boys. There was a regular flirtiness in her eyes when we talked, and a devious little grin when she caught me looking at her a few times. I even noticed that a few times on her trips to the shower that she would "forget" something and make another pass through the room, certain that my eyes were following. She was at that stage where she was trying to act and dress older than her actual age, and she was good at it. Sure there were plenty of times when she would betray the fact that she was still just a girl in her mind, but that didn't seem like it was going to last much longer at all.

I decided I would try something to see just how much effect she wanted to have on me. Follwing her normal schedule, I knew she would be taking her shower at about nine o'clock, and would go upstairs to get ready and grab her things beforehand. So, a few minutes prior to her heading upstairs, I made my way upstairs. The stairs landed just outside the door of the bedroom I was using, and I left the door open. I set my suitcase on the bed, in full view of the open door. Next, I stripped, standing in front of the suitcase, digging through my clothes like I was looking for something. Just as I had planned, she came upstairs and saw me, naked, fully erect and in plain sight as I pretended it was an accident. I don't know exactly what I was hoping for... maybe a request to come in for a closer look, or an offer to return the favor. Her actual reaction, a blush, a murmured embarrassed "Oh my god" and a dash for her own room was less than satisfying. What a brilliant idea... I felt li ke a perverted idiot.

A couple of days passed. I was still embarrassed by my failed attempt and things had gotten a little quieter. She wasn't as flirty or bubbly around me like she had been, but things were starting to return to normal. I was pondering apologizing when I wandered upstairs in the middle of the day and saw her sitting in her room looking at a photo album. I walked in as she turned and smiled at me. She had on a pair of shorts that would have made a small glove, and her bare legs were bronze from her thighs to her toes. She also had on a white tank top and a flannel shirt, with the lower hem knotted at her waist. "C'mon in." she said. "I'm just looking at some pictures of me and my friends."

"Oh, can I see?" I asked. for a moment, Jeannie moved to block my view of the album as I entered. her eyes widened almost imperceptably and she closed the book. "What, I can't see your pictures?" I pressed, curious as to what she was hiding.

"No. I guess you can see. They're not real exciting. It's just us being goofy." She moved over and made room for me on her bed and I sat down. She set the photo album between us and opened it. The pictures were fairly low quality, probably taken with a cheap old 110 camera. they were what you'd expect for a bunch of young girls with a camera. Lots of pictures of girls posing, making faces, and giggling. Jeannie's friends were almost as pretty as her and I enjoyed flipping through and looking at them all having fun, laughing, and occasionally showing a bit more skin that their mothers would have approved. as we got further into the book, There was a section from a trip to the beach. I looked a little closer, encouraging Jeannie to slow down so I could get a better look. Jeannie was wearing a little plaid bikini in several of the shots that matched her dark brown hair and bronze skin very well. I would have loved to have copies of a couple of them, but Jeannie didn't let me look for very long, and then closed the book. There were still several pages left.

"Why did you stop? Weren't there more pictures?" I challenged.

"Yes, but they're private. Nobody else has seen them but me and my friends." she said, with a bit of a timid, girlish look. The flirty confidence was fading and I was even more intrigued.

"Private pictures? They must be REALLY good. what did you do, take the camera into the girls locker room at school or something?" I chuckled, trying to put her at ease, fairly certain that there was no way she had done that since she didn't play sports.

"No, nothing like that. They're... from a sleepover last month. but I promised I wouldn't ever show them to anybody." she smiled, regaining her composure a bit. The smile melted into a smirk and there was a bit of a wicked twinkle in her eye that really made me want to see. I wondered what could be so worrisome about these pictures. I was hoping for maybe a pillow fight or wrestling, with some nice candid panty shots.

"I promise nobody will ever know. Your friends don't even know me... well one or two have met me. Do you think it really matters? I'd really like to see them." I tried to sound like I was very interested in her life and friends, rather than just pleading to see more skin of her and her friends.

She acquiesced. "You have to promise to keep it a secret. Nobody can ever know, OK?" She sounded like a little girl afraid I was going to tell on her for breaking a dish or something. I made a heart crossing motion and promised, nodding for additional emphasis, and she opened the book to the next page.

I have to admit I was a little shocked. The pictures were from a sleepover, but it wasn't a pillow fight or candid panty shots. These girls were posed in all sorts of lingerie, modelling and taking pictures. There were only a few outfits, but each girl had a turn trying them on, either solo or posed with a friend. there was a sweet little babydoll teddy, a shimmery sequined halter and satin panty set, and a short silk nightgown with black fishnet stockings (my favorite). There was a photo of Jeannie modelling solo in the teddy and the fishnet stockings, plus a couple shots of her posing and giggling with her friends in the other outfits with her. Oh my god were they hot! The outfits were too big for any of them and they certainly needed to be filled out more, but the images of these sweet girls, especially my little cousin, wearing these naughty outfits gave me an instant raging hard-on.

"Where did you get those?" I asked, trying to look closer without totally perving in front of Jeannie.

"They were her older sister's." she said, pointing at one of her smaller, skinnier blonde friends. "We raided her closet while she was out. Not only would we get in trouble for the pictures, but she'd kill us too." With that statement, she closed the book. I hated that she closed that book. I had just decided which picture was my favorite because it gave a nice view of the nexus at the top of Jeannie's legs, with one positioned just open enough to see her soft inner thigh above the fishnet but below the lacey string panties. I wanted a copy, but figured it would be way too obvious if that photo disappeared.

"Wow. I see why you were hiding them. Thanks for showing me though.... I wish I could have been a fly on the wall that night. You and your friends are really beautiful." It just sort of came out. I had never before told her anything that let her know I had any physical attraction to her. I figured she knew, or at least suspected, based on shared looks and her seemingly natural ability to attract looks from males in any situation. I was worried for a minute I'd said something stupid, or would gross her out coming from her older, geeky cousin.

Instead, Jeannie just blushed a little and looked down. "Thank you." she said quietly. The compliment must have caught her off guard. I didn't understand at the time that even the most beautiful teenage girls are very self-conscious and have self-esteem issues. She seemed so confident and mature on the outside that I had always assumed she had moved past needing any sort of approval or compliments from me. I thought she had plenty of that at school. It did not take her long to look back up, flash me another disarming, beautiful smile, then hide the book in her nightstand. I looked over at her again, the pictures still fresh in my mind as we sat there on her bed. I had to struggle to hide my hard-on, and those tiny little jeans shorts she was wearing didn't help. We ended up talking for about an hour before heading downstairs for dinner. I think, maybe, once or twice, I caught her glancing at the bulge in my shorts.

That night, after dinner, we were sitting on the couch watching something dumb on TV. My mind was still on the pictures. I thought of what I had seen, how I wanted to see more, how I could take one the pictures, wondered if she had extras or if she'd let me have one. It didn't help that Jeannie was stretched out on the floor in front of me, her long bare legs lazily kicking up in the air. Those little shorts looked about like they were painted on, and didn't use much paint. It was getting close to nine o'clock and I thought briefly about trying my plan again, but with the way it went before, I knew it was a bad idea to do it again. If nothing else, it would be obvious. I decided to head upstairs anyway. Maybe I could sneak into her room and look at the pictures again while she showered.

After a few minutes, Jeannie came walking up the stairs. She passed outside my door, looking in and saying "Hi" on the way to her room. She closed the door, mostly, and I thought, as I had often, about trying to peek through the crack as she undressed. The floor creaks too much though and I had never actually tried it. The mental image of her slipping out of her clothes only about fifteen feet away made me flush as I felt my shorts getting tight again. I thought about her slipping off those tight shorts and that thin tank top, leaving her in only her panties. I wondered if she ever reached through those panties and let her fingers wander before taking them off, or even after. I let my own fingers brush across the front of my shorts as I considered this, until I heard her door open and saw her walk down the stairs for her shower.

After waiting a few extra moments in case Jeannie forgot something, I walked across the hall and stepped into her room. On the floor in front of her bed were the clothes she had just removed. I picked up the top and the panties. Both were still warm from being on her body. They felt soft and light in my fingers. The top smelled faintly of lilac or some other perfume she uses. I dropped it to the floor and focused on her panties. Good grief they were tiny. How could she fit these around her body? I held them open and imagined them wrapped around her waist, her thighs, and her ass. I could not resist running a finger along the front where I knew her pussy had been pressed near moments ago. The fabric was cooling, but still warm, and there was the slightest dampness. I shuddered and felt my shaft throbbing. I couldn't resist putting my face to the fabric and inhaling her scent. It was musky, with a hint of sweetness. I slipped a tongue against the satin-like cotton and taste the musk, but the only difference was the taste of the fabric and maybe a little salt. I put the panties down my shorts briefly, letting the head of my dick touch the fabric where her lips had just been. I thought I was going to explode and quickly removed them and dropped them to the floor before I left any unwanted evidence. Then I went over to the bedstand. I opened the drawer, but the book was not there! Dammit... either she has a different hiding space or she was afraid I'd come looking for it again. I didn't like the idea of her feeling she needed to hide things from her pervy older cousin, but obviously, here I was... I retreated back to my room, uncertain just how much time had passed.

Jeannie came back upstairs and went back into her room. I didn't even look as she passed. I was feeling a little guilty about invading her room and worried she might see something like her clothes not being exactly as she left them. I should have paid more attention to how I found them and put them back. Hopefully, she didn't pay attention either. I listened to the floor creak as she moved around in her room, wondering again about what she did as she changed and wishing I could watch or that her door would swing open for a peek. As I was pondering opening a window to try to get a breeze going for just that purpose, her door opened and she stepped out. She had on a t-shirt and short little cotton shorts that she wore for pajama bottoms. "She must hate when it gets too cold for shorts and she has to hide those legs..." I thought to myself, then I wondered if maybe she were commando underneath. That thought quickly returned my erection.

I barely noticed that she was looking at me until she walked into my room. "Hey." I said. "Have a good shower?" I asked, non-chalantly, wondering if I was somehow being busted for my earlier incursion.

"Yeah, sure." was the reply. "I shaved my legs again." She bent over and ran her fingers up her legs that were smooth enough to shine. I tried not to look, until my eyes caught a speck of red on the inside of her calf.

"Looks like you may have nicked yourself Jean." I pointed and she lifted her foot up onto the mattress beside me as she bent over to look at where I was pointing. Without thinking, I reached up and touched her leg right by the spot.

"Yeah, I guess I did." she didn't seem to notice my hand gently touching her calf. Her skin was warm, and very smooth from the shave. My hand shook a little when I realized what I was doing because had never touched her leg before, althought I had dreamed of it many times. I pulled back before she noticed. Jeannie just shrugged her shoulders and plopped down on the bed next to me. "I'm nowhere near tired. I don't want to go to bed yet." she announced.

"Yeah, I know the feeling. Your family crashes kind of early. I'd go back downstairs and watch TV but I don't think I could take anymore family videos and bad jokes." It seemed like all her parents ever watched was Funniest Home Videos or America's Most Wanted. They were so wholesome it just made my mental image of Jeannie stand out that much more.

"Be careful tonight." she warned. "If I can't sleep, I may just decide to come over and play some prank on you." There was that naughty little flirty twinkle in her eye. It said her mind was working on something or at least wanted to. It wasn't the first time she had threatened to prank me, but she never atually had. I had thought about firing the first shot, but never had the guts. I was always afraid she'd wake up screaming when I snuck into her room. I confessed this to her to keep the conversation going as I watched her reposition to sit cross-legged in front of me.

"Oh don't worry." she grinned. "I'm not a light sleeper and I don't wake up afraid. I'd probably just watch you to make sure I knew what you did and avoid the trap or whatever." I barely heard this because the way she was sitting, her shorts had ridden up revealing her inner thighs. I could also tell she wasn't going commando as I could see the edge of white cotton panties under her shorts. I had to force myself not to stare until she straightened one leg out towards me, cutting off my panty-shot view, but now I had her long, smooth leg and her sweet little foot right in front of me. I reached out to tickle her toes and snapped back to our conversation.

"So you're saying it would be OK for me to sneak into your room and night and try something?" I asked and recieved a nod in reply. "Are there any rules? Limits?" I left my hand hanging in front of me brushing against her bare foot, clean from just coming out of the shower. I wondered if she'd like a foot massage.

"Well, don't do anything that can't be cleaned up, or break something. Oh, and don't do the hand in water and make me pee thing. That's disgusting." she made a face at this last part. I briefly thought that might actually be kind of fun, seeing her wet her panties, but decided it was a bad idea. New mattresses aren't cheap. "But I can't think of any other rules." she ended as she reached down and rubbed the spot I had tickled on her foot like it itched. I pondered kissing her feet and sucking her little toes. As she leaned forward, I got another glimpse of her panties up her shorts.

I distracted myself from thoughts of licking my way up her inner thighs by responding. "I guess the same rules apply here too. Gotta be careful though and not wake your brother. I think he'd be mad if he caught you in here in the middle of the night."

"Oh I know. He sleeps in his underwear and doesn't like being seen." she giggled.

"Yeah, I don't have that problem with boxers. Although I could just leave them off tonight and surprise you like that in case you come in." I tried to mimic her twinkling eye and sly grin.

"I don't think that would go over well with him though. It's his room and I doubt he'd be happy about you being naked in here with him. Personally, I don't care." Her nonchalant response kind of took me by surprise. I thought about the other night when she saw me naked.

"Well, you saw it the other night. I'm sorry you walked in on that. I didn't realize the door had opened." It was a lie, but I had been wanting to apologize and see her response.

She quickly replied, "It's OK. I thought you were embarrassed and it surprised me." I had been hoping for more of a response. Did she like it? Hate it? Did she want to see more? Would she show me? She interrupted my mental questions by saying, "My friends said I should have grabbed a camera and let them see." More giggling.

"Bring 'em over. Any time." I said with a big grin that made her blush again. It's amazing how she can go from smoking hot to total innocence in a flash. I pressed on. "Especially if they model some of those outfits from the sleepover for me."

That response earned a quick pillow over the head which pretty much killed the discussion but left us both comfortable again. We talked for another hour or so while I let my eyes wander her and pondered where I'd most like to taste her. I tried to be discrete, but the bulge in my shorts probably gave me away. I'm pretty sure she noticed too because I caught her eyes glancing down below my waist. When her brother came up, she decided to go to bed and left. I did the same, sleeping in my boxers and sparing my male cousin from my nakedness despite the idea of having Jeannie come in and see my exposed dick as I lay in bed. After the lights went out, I lay awake, stroking my semi-hard shaft under the covers and formulating a plan.

I must have dozed off because it was deadly quiet and after 1AM when I looked at the clock. I decided it was time and as I let my body come awake, I listened for any sign that anybody else might be awake. After what seemed like an hour, I pulled back my sheets and slipped out the door and across the hall to Jeannie's door. It was cracked open, thankfully, because I did not want to take her by turning the knob and scraping the strike. The floor creaks were bad enough, although I was treading very lightly and avoiding the worst ones that I knew about. I stepped through the open door and closed it as best I could behind me.

There was enough light coming through her window from the lights by the barn that I could make out enough to see where I was. As my eyes adjusted, things became clearer and I could see Jeannie, passed out on her bed sleeping soundly. She was laying face down, turned to the side with her arms up over her head, using one as a pillow. One leg was out straight, under the sheets, while the other was bent up, propping her to the right. She had kicked the sheets down so only the straight leg was underneath, and only up to her thigh. Her breath was slow and deep.

I didn't have much of a plan for a prank. Actually, the plan was to use the prank as a cover. I wanted to touch her. I wanted to see how she responded subconsciously. Maybe I could even get her to dream. I remembered she used to talk in her sleep when we all shared a room on these visits, and if she still did, I might hear what she really wants. Slowly, I inched towards her bed.

As I got nearer, I saw something laying on the floor. I bent over and it was a pair of panties. It was not the same pair from before. These were bigger, more fabric. They were also... white? It was hard to tell in the low light. Were they the ones she was wearing after her shower? Was she sleeping commando? I became aware that the head of my shaft was now peeking through the opening in front of my boxers. That little bit of exposure, in her room, with her right there, fed into my excitement and the gap opened fully as my shaft slipped through. I briefly touched it, as if reassuring a puppy with a pat on the head. I gasped at how sensitive it was with all of my senses focused on the dark silence and my young cousin sleeping before me.

I reached the side of the bed. I turned slightly to sit slowly on the edge, trying not to jostle Jeannie. I did not want her waking up. I slowly let the mattress take my weight as I slipped my leg up, knee bent, to spread my impact on compressing the mattress. Of course, this also parted my legs and the head of my erection was poking straight up at me. I reached out my hand and ever so lightly caressed Jeannie's back. She was so warm, and the shirt she was sleeping in was so thin that I could feel every detail of her skin, from the raised bumps of her spine to something that felt like a scar down by her hip. I softly caressed her, being very gentle and very soft, trying to keep her relaxed as my own excitement grew and I struggled to control my breathing. I felt her heave a bit as she let out a long, slow breath and settle further against her bed with a low moan that could have easily been a purr. So far, so good.

As I slowly caressed her back, I applied just a bit more pressure every time my fingers moved upwards. Her shirt began to move upwards. I knew I wouldn't be able to lift it fully because she was laying on it, but I managed to raise the back high enough that my fully open hand could feel her skin. I began with just the back of my fingers, gently, light as a feather, brushing her bare back, waiting for any reaction to guide me. She gave a little shiver and I turned my hand over, using my warmer palm. I could feel a swelling between my thighs as I basked in the smooth, warm body I was caressing. I let my fingers glide over her sides, even reaching a little under her shirt as it disappeared under her. Her belly was soft, but toned. I wanted to lean over and snuggle right up next to her, kissing and tasting her exposed flesh, but I resisted.

Jeannie took a deep breath. I pulled my hand back as she rolled over, still on her tummy, but now facing away from me, towards the wall. Was she waking? I froze for a minute. No, she's still asleep. Maybe she liked my touches and was facing her back towards me? I put my hand back on her, just above her hips. I was rewarded with another purr. During her turn, the front of her shirt slipped up slightly, pulled up by the fabric I had raised. As I caressed, I was able to lift her shirt a bit more. My fingers slid up and down her spine, from her shoulderblades down to her hips. Her breathing stayed slow and deep. I looked down and noticed the sheet had slid lower as well, now only covering one leg from the knee down. The backs of her thighs were as bare as her back and those shorts were not hiding much. I did not see the outline of any seams beneath and I remembered the panties on the floor.

I very carefully moved further onto the bed next to Jeannie, alert for any stirrings that the movement was waking her. Her breathing did not change and I lifted my hand from her back, but left just my fingertips against her skin. I dragged my fingers downward, passing over her ass as I noted how thin her pajama shorts were. I did not feel any seams underneath and the realization that she was in fact not wearing any panties caused a little drip from the tip of my erection to ooze down my shaft. My fingers continued to the back of her thighs and I again started touching her with the back of my hand.

After just a few strokes along the back of her stretched out leg, Jeannie gave a little whimper. I paused for just a moment, and continued, anxious and pressing on. Soon, I turned my hand and used my fingertips to trace her thigh from the seam of her shorts down to just above her knee, careful not to go low enough to tickle. Jeannie let out another whimper, but deeper. Was it a moan? I continued, flattening my fingers against her leg rather than just fingertips. Her breathing changed, speeding a bit and highlighted by little moans and purrs. Encouraged, I let my hand open so fingers and palm were now caressing her thigh. I slid my touches up and down, slowly moving inward as I massaged her warm, smooth skin. Jeannie let out a louder moan and rolled, shifting to raise her bent leg and exposing more skin for my fingers. I could not disappoint her. I leaned in closer, letting my hand slip along her inner thigh. I was practically shaking, knowing I would be completely busted if she woke, but in absolute heaven that I was able to indulge at least this far with her. My hand wandered further, expanding its touch higher and inward. Jeannie's breathing became less deep, and she whimpered in sleepy approval. I pondered what was going through her dreams as the side of my hand brushed against her shorts.

When she suddenly rolled over I nearly had a heart attack. I was certain she had woken to discover my hand on her thigh, brushing against her pajama shorts, with a raging hard-on poking through my boxers. I lifted my hand away from her as soon as she started to move and watched in sheer terror as Jeannie flipped onto her back. In the move she managed to kick the sheets the rest of the way off, leaving her completely uncovered. Her shirt was left lifted in the back, and up above her belly in front. She settled again with one leg straight and the other knee bent up, pointing towards me. I remained motionless, waiting for the angry words, or slap, or kick, once she realized what had been going on. She was silent. Her breathing was still a little shallow, but the moaning and whimpering has stopped. Was I safe? I looked down, trying to judge one more time. One arm was back up over her head, the other was at her side. It was here that I got my clue. Her fingers were moving, almost imperceptably, but they were moving. they were pulling at the waistband of her shorts. Did she want them off?

I risked it and kept going, although I knew there was no way I could peel them off her while she slept. I did, however, plut my hand back on her thigh and resum caressing her. I started high, with my thumb actually inside the leg of her fabric while my fingers worked along the flesh just below. I could feel the heat from between her legs. She responded positively, letting our a long, soft, encouraging moan as I groped. I moved my hand a bit higher, letting the leg of her shorts flip up and over my hand as I moved inside. My thumb moved up over the crease where her waist met her leg and I knew, there were no panties. Jeannie's waist was beginning a very slow undulation and her breathing was louder. I slipped my hand into her shorts further. I could feel moist heat as I reached with my fingers, stretching towards her young sex. My fingers brushed it and she gasped, pushing her hips towards me. I leaned in, letting my hand cup her lips as she whispered a dreamy "yesssss...."

I held my hand over her labia, letting her slowly moving waist guide my touch. It was amazing. As pysically mature as she seemed, I could only feel a few stray stands of pubic hair against my wrist. Her lips were full and fleshy, not just a featureless slit. I wished I could see them, but was more than happy at their feel, especially as her movements began moistening my fingers. She moaned softly, purring as I pressed my fingers into her crease, opening her petals with my ring and index fingers while my middle finger dropped into the wet pink flesh within. I searched for her clit and found it, eliciting more whispered encouragement as I began to rub small circles over it. Her hips moved a little faster and a little more forceful as she ground against my fingers. A musky aroma wafted into the room. God, was she getting wet against my fingers. I reached in further and slid a second finger between her lips, letting them open and spread around my touch.

Jeannie began to move in a slowly building rhythm. It was intensely erotic to feel her grinding against my fingers. Her hand came up from her waist and slid under her shirt. I tried as best I could to help lift it out of the way, but almost lost my balance from leaning over too far. Soon enough, her movements brought her shirt up and over her breasts. they were wonderfully wound, perfect B cups with large puffy nipples. Her fingers lightly massaged and pinched one as I drooled for the other. Unable to reach with my free hand, I settled for placing it in my lap and lightly teasing my head and shaft, finding that other slippery drips had joined the first as I rubbed the semen against the head.

I started wondering... how asleep is she? If she has an orgasm, will that wake her up? I know in my dreams, as soon as I get to the "good part" I never sleep through it. What's going to happen when she does? Or, does it even matter because she knows what's going on? If she is awake, she certainly isn't complaining. Maybe I should stop before it goes too far. I certainly don't want to. It doesn't seem like she wants to. But if she's asleep and wakes up to this, I could be in big trouble. I was debating all of this in my head as my hand was rubbing her soaking pussy that I felt her tense. Her breathing became rapid. She quivered. "Yes.... yes.... yes.... oh my god.... craig.... yes..." She had said my name, and she was cumming. I let my fingers slide through her wet slit as she shuddered and rode the waves, calling my name and begging me not to stop. My entire hand was soaked as I felt her clit pass over the length of my fingers over and over again until she slowly faded, relaxing like a deflated ballon back against her mattress. I still wondered if she was asleep and wondered how to pull my hand away without waking her when she spoke.

"You," she said with eyes still closed but through a sleepy smile, "are very bad. I cannot believe you did that to me." she was speaking quietly, but clearly enough that I knew she was awake.

"Ummmm..." I stammered, "you said no rules, right?"

"I'm not complaining. I just can't believe you did it. I've never..." she paused, "... with anybody."

"No, I expect you haven't. I didn't really mean for this to happen. I don't know what I was trying to do. It just kinda... you know." I had no explanation. No excuse.

Luckily, I appeared not to need one. "I said I'm not complaining. It's OK. I really liked it. But I'm cold now, it's all wet down there. what happened to my covers?" She started to open her eyes as she fumbled for the sheets she had kicked off. I reached down and took the sheets, pulling them up for her. As I did, she reached for me."You're not going to just leave now, are you? Lay with me and keep me warm."

I lifted my legs and lay next to her, pulling the sheets up and over us as she nestled her face into my shoulder, snuggling up against me. Her legs brushed against the slippery head poking through the front of my boxers. "Oh..." she mused, seeming both intrigued and surprised. "I didn't realize you were..."

I interrupted her. "Actually, I didn't do anything. I was just so excited that it... well... leaked."

"Oh...." she said, as I felt her hand reaching down. "May I?" there was a curious, pleading look in her eyes. Like there was any chance I was going to say no. I felt her small hand wrap around me. In the calm after her orgasm, and the relaxation from the fear of getting caught, I had limped slightly. Her touch brought me back immediately. I throbbed in her fingers as she stroked my shaft, letting her palm slide over the head perfectly at the top of each stroke. My hips started thrusting into her and as she took my cock through her hand, the tip rubbed against her leg just above the knee.

I moaned, trying to stay quiet but it was a struggle. Her hand was warm and soft on my hard dick. It felt long and thick as she masturbated me. She nestled back into my shoulder and I wrapped one hand under her neck and behind her, holding her close. I lifted the back of her shirt, wanting to feel every inch of her warm, slender body against mine. She pressed her chest against me and I put my other hand up the front of her shirt, cupping and squeezing one of her breasts as she milked by rod. I bent my arm, using my leverage to raise her shirt over her chest so I could feel her closer. My fingers gently rolled her thick, plump nipples and she gasped inward through her teeth.

"Careful, they're sensitive." she chastened.

"But in a good way, yes?" I questioned. Her answer was to roll me back and lean over my face, placing her breast against my lips. I eagerly opened my mouth and took it in, sucking gently and rolling my tongue against her. It was my first taste of cousin Jeannie and she was oh so sweet.

I wanted this to last forever. Jeannie, leaning over my face, breast in my mouth, eagerly feeding my face as she stroked my hard, slippery cock in her nimble little fingers, but I knew it wouldn't last. I maoned against her nipple and whispered a warning.

"I want to see it." she replied, and pulled back the sheet. My cock looked huge standing straight up with her hand slowly working it up and down. The sound of slippery smacks filled the air between my pants and moans. She leaned down, taking her breast from me and laying against my belly to watch as I erupted in her hand. I was worried that I would get some in her hair or on her face and she would be horrified, but she stayed clean except for her fingers. She pulled them away as strands of sticky cum drizzled back down onto me.

I reached over, down to the floor and grabbed those panties. I handed them to her as a rag. She smiled and cleaner her hand, then my cock as best she could. then held up her cummy panties. "Now what? I can't exactly put these in the laundry for Mom to find." she wondered.

"Can I have them?" I asked, not sure of her reaction. I imagined this would not be the first time they were coated in my semen.

She giggled and tossed them back on the floor, saying "Sure. Whatever." and lay her head down on my chest. We fell asleep quickly, spent, promising to wake at first light and get me back to my room before anyone else arose to find us.