Over the next few days, I couldn't get Charlotte out of my mind. The images of that pre-teen pussy and those tiny little swelling tits with their large erect nipples kept appearing in my head at every waking moment. And every time I saw them, I could feel my cock hardening - I knew that I had to see Charlotte again. I felt a rapport with her, she seemed to like me and she also seemed to like the idea that she could do things with me that her Mom wouldn't let her do.

I knew her seventh birthday was coming up soon and one day Hannah came round early one afternoon and asked me if I'd collect Charlotte from school and look after her until she got back from town, as she wanted to buy her a present and didn't want her to see it before the day. Of course, I jumped at the chance of seeing Charlotte again and was duly waiting outside the school gates when the bell rang. Charlie was chatting unconcernedly to her friend Emily as she came out, then looked up to find her Mom's face in the knot of parents waiting at the gates.

I waved to her and called out "Charlie! Over here!". Her face broke into a huge grin and she raced towards me, leaping up into my outstretched arms shouting "Uncle Jimmeeee!" at the top of her voice. As it was a warm summer's day, Charlie was wearing the regulation one-piece summer school dress made of some kind of thin cotton material. As I picked her up in my arms, my hands went around her ass to support her and inadvertently slipped underneath the dress. I could feel the softness of her panties and also the puffiness of her pussy against the palm of my hand.

I jiggled her up and down saying "How are you, kiddo?", the tips of a couple of fingers slipping under the leg elastic of her panties. Watching her face, I could see no shock there, no surprise, no embarassment, she just gave me a big sloppy kiss on the lips (it seems her Mommy always kisses her like that) and then wriggled out of my grasp to the ground. She grasped my big paw in her little hand and led me off down the road.

"Come on, Uncle Jimmy! Where's Mommy?"

"She had to work late," I lied, keeping to the story Hannah wanted told, "she'll be home later to collect you." I leaned down to whisper conspiratorially in her ear, "Maybe we can think of something else nice for tea!" I winked at her as I said it, and her eyes grew large and she giggled as she said, "Ooh, yes, OUR secret, Uncle Jimmy, isn't it?"

"Yes," I replied "I think we are going to be such good friends that we will have lots of secrets that only we know about and we won't tell anybody, will we? It's a sign you're growing into a big girl when you share secrets with a special friend".

Charlotte skipped along happily as we made our way home, chatting away about her day, what she's learned, what games she'd played and silly things her friend Emily had done. When we got home, I made her a cool drink of lemonade and we sat down in the lounge to watch some children's TV.

Out of the blue, Charlotte said, "Uncle Jimmy?"

"Yes, honey?"

"Emily said today that she knows how babies are made!"

"She did? Really?" I replied, looking round conspiratorially, "how does she think they're made?"

"She said Mommies and Daddies get together in bed and kiss each other a lot and make the bed bounce up and down and then ages later the Mommy's tummy gets big and a baby comes out! Is she right, Uncle Jimmy?"

"Well", I said, "I don't know if I should really be talking to you about this. Your Mommy should really talk to you."

"Aw, I asked Mommy and she just said I was too young and she would tell me all about it when I was older."

"Do YOU think you are too young to talk about these things?" I asked quietly.

"I'm gonna be seven next week," she said "and I heard Mommy say to Mrs Jackson that I was developing rather quickly, whatever that means, but I think it means I AM old enough to know these things, don't you, Uncle Jimmy?"

By now my throat had gone rather dry and the more I thought about the implications of what Charlotte was saying, the dryer it got. Taking a gulp of my lemonade, I leaned towards Emily and said, "Yes, sweetie, I think you ARE old enough to know about these things, but if I do teach you all about making babies, then it will have to be a BIG secret beteen us, you understand? A really big secret - you must never tell anyone else, or we won't be best friends anymore."

"I promise I won't tell, Uncle JImmy - I LIKE our secrets!"

"OK, Charlie - do you want to start learning now?"

Charlotte put her lemonade down and sat up straight next to me with a very sombre look on her face and said, "Yes, please Uncle Jimmy".

"Oh, don't look so serious, Charlie - this will be great fun!" Her face broke into a grin and she nodded. "OK", she said.

"Now, where do I start? OK, well, Emily was right when she said making babies begins with lots of kissing. Do you know how to kiss?"

"Of course, silly!" said Charlotte "like this!" and, leaning forward she closed her eyes and quickly pressed her closed lips against mine.

"OK, Charlie, that was good, but if we're going to make babies, you have to do it a little differently. Kiss me again, but this time open your lips a little and let me put my tongue into your mouth. Then you put your tongue out and our tongues sort of play together as we kiss. Do you think you can do that?"

"Hmm, I'll try" said Charlotte, not looking TOO confident, but after a couple of goes, she really did get the hang of it and as we kissed I could feel my cock hardening. I desperately wanted her to touch it, but I thought it was too early yet, I would have to take things gradually.

"What did you think of that, Charlie?"

She thought about it a little and said, "Yeah, I like it. It was strange at first, Uncle Jimmy, but now I've done it a few times, I'm getting to like it!"

"Good" I said, clapping my hands together, "you've passed the first part of your course, Charlie! You're an ace student!"

Charlotte's face broke into a beaming smile at this compliment, and she bounced up and down on the sofa, clapping her hands together.

"What do we have to do next, Uncle Jimmy?"

"Wellll ..... I think we have to talk about Mommyies and Daddies bodies and how they are different and what lets them make babies. This will also show you why it has to be a Mommy and Daddy making babies, and not two Mommies or two Daddies. That would never work!"

Charlotte laughed out aloud at that last bit. "Two Mommies or two Daddies? Don't be so silly, Uncle Jimmy! I KNOW it has to be a Mommy and a Daddy to make a baby!"

Laughing with her, I said, very matter-of-factly, "Shall we go upstairs and get on the bed? You seem to know that's where babies very often get made!"

Charlotte seemed very excited about going upstairs to the bedroom. When we sat on the bed, she said, "Uncle Jimmy?"

"Yes, honey?"

"I feel very grown up that you're telling me all this!"

"You ARE very grown up, Charlie! Now, the next thing we have to do is get undressed. Mommies have to undress Daddies and Daddies have to undress Mommies. Shall I start?"

"OK," said Charlotte.

I couldn't actually believe that I had got to this point already with Charlie. She was giving me permission to undress her! I told her to stand up and proceeded to pull her dress up and over her head. She stood there, totally unembarassed, I thought, in her vest and pants looking expectantly at me to carry on. I felt a lump in my throat as I pulled her vest up and over her head.

"Oh, Charlie," I whispered, "you have such lovely little Mommy tits! They are beginning to swell very nicely" I whispered throatily as I reached out with one finger to stroke the nipples and aureolae. Charlotte giggled as I did this, "That tickles, Uncle Jimmy!"

"Is it a nice sort of tickle?"

"Yes, I think so" said Charlotte.

"Good", I said. "Now your pants". I knelt down in front of her and slowly pulled her little pants down to her ankles. She stepped out of them, parting her legs and giving me a tantalising glimpse of her puffy little pussy. God, how hard my cock was by now!

"You are a beautiful girl, Charlie, did you know that?"

"No," she said shyly.

"Well you are," I replied. "Now you have to undress me!"

Charlotte came up to me and pulled my t-shirt up and over my head, her face right next to mine as I knelt in front of her. I couldn't help but lean forwards and kiss her little cupid's-bow lips. She drew back slightly, but then moved back and kissed me back, her tongue pushing into my mouth, just like I taught her. I gently took her hand and placed it on the front of my jeans, on top of my throbbing cock. She stopped kissing and looking down at the bulge under her hand.

"Is that your willy Uncle Jimmy? It's SO big! Tommy Wilkinson once showed me his willy at school and it was really small!"

"That's because he's only a little boy, and they don't grow up so quickly, like you girls," I managed to croak - Charlotte's hand was still on my cock. Undo my jeans, Charlotte, and take them off, then you'll see what a grown man's willy looks like."

I stood up and Charlotte undid the belt, her bottom lip tucked under her teeth in concentration, then undid the buttons of the fly and pulled them to the floor. I stood there in my boxers, my cock making them bulge enormously at the front. Charlotte's eyes were wide in astonishment.

"Now be careful as you take off my boxers, Charlie, you don't want to hurt my willy!"

Charlotte's hands slowly went to the waistband of my boxers and pulled downwards. They caught on my cock and she had to reach in to extricate them, her fingers brushing against the hot flesh, then suddenly they were free, and my cock sprang out, almost hitting Charlotte in the face.

"Uncle Jimmy ... that's enormous!"

Looking up at me expectantly, she said "What do we have to do next, Uncle Jimmy?

"Oh, lots of things, Charlotte, lots of things ... this is going to be wonderful, believe me ...."